U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                      For the Year Ended December 31, 1995

                           Commission File No. 0-20236


                           CENTURY TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


            COLORADO                                           65-0395829
------------------------------------           ---------------------------------
 (State of Other Jurisdiction of                           (I.R.S. Employer
  Incorporation or Organization)                          Identification No.)


         201 North Robertson Boulevard, Beverly Hills, California     90211
--------------------------------------------------------------------------------
            (Address of Principal Executive Offices)                (Zip Code)


                                 (310) 275-9063
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:  None
                                                                ----------------
  
                                                   Name of Each Exchange
   Title of Each Class                              on Which Registered

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

Securities registered under Section 12(g) of the Exchange Act:
                                                                ----------------

                        Common Stock ($.00001 Par Value)
--------------------------------------------------------------------------------
                                (Title of Class)

      Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the issuer was required to file such  reports,  and (2) has
been subject to such filing requirements for the past 90 days.

                                Yes   X   No
                                    ---       ---
                    This report contains a total of __ pages.

<PAGE>




      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained, to the best of issuer'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.

                             Yes   X       No
                                  ---         ---
      State issuer's revenues for its most recent fiscal year:    None.

      State  the   aggregate   market   value  of  the  voting   stock  held  by
non-affiliates  computed by  reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days.

          Common Stock, par value $.00001 per share ("Common Stock"),  was
     the only  class of  voting  stock of the  Registrant  outstanding  on
     October 25, 1996.  Based on the closing bid price of the Common Stock
     on the National Association of Securities Dealers,  Inc. OTC Bulletin
     Board as reported on October 25, 1996 ($0.21),  the aggregate  market
     value of the  12,206,985  shares of the Common  Stock held by persons
     other than officers, directors and persons known to the Registrant to
     be the  beneficial  owner (as that term is defined under the rules of
     the Securities and Exchange  Commission) of more than five percent of
     the Common Stock on that date was  approximately  $2,563,467.  By the
     foregoing  statements,  the Registrant  does not intend to imply that
     any of these officers,  directors or beneficial owners are affiliates
     of the  Registrant  or that the aggregate  market value,  as computed
     pursuant to rules of the  Securities and Exchange  Commission,  is in
     any way  indicative  of the amount  which could be obtained  for such
     shares of Common Stock.

                   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS

      Check whether the issuer has filed all  documents and reports  required to
be filed by Section 12, 13 or 15(d) of the Exchange  Act after the  distribution
of securities under a plan confirmed by a court.

                            Yes           No
                                 ---          ---

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

            13,206,985 shares of Common Stock, $.00001 par
            value, as of September 30, 1996.


                                        2




<PAGE>



                                     PART I

                                    BUSINESS

ITEM 1.     DESCRIPTION OF BUSINESS
            -----------------------
  
Introduction

     Century Technologies, Inc. (the "Company" or "Century") was a developmental
stage  company  and in the  second  half  of 1996  started  in the  business  of
distributing  and  producing  entertainment  programming  to  all  media  on  an
international  basis.  While the Company's  primary  business is distribution of
television  programming,  Century is also  involved in the areas of  production,
co-production  and  co-financing of quality product that the Company will obtain
equity  participations.  The Company will also look to acquire  programming on a
worldwide or selected territorial basis for distribution.

      In  November  1995,  Mr.  Peter B.  Newgard  became  President  and  Chief
Executive  Officer of Century with a primary goal to assemble a highly qualified
management and operating team for the purpose of bringing focus to the Company's
goal  of  co-producing   original  product  and  distribution  of  features  and
television programming to all media on an international basis, including network
and cable television in the U.S. marketplace. Mr. Newgard has more than 15 years
experience in the  television  and  entertainment  industry,  and in addition to
operating in an executive capacity for major movie and entertainment product and
distribution  companies,  has operated  his own  distribution  company,  Newgard
Entertainment   Group,  Ltd.   ("Newgard   Entertainment")   in  Beverly  Hills,
California. An experienced executive in television distribution and syndication,
Mr. Newgard formed Newgard  Entertainment in 1991 to be a worldwide  distributor
of film and television programming. Markets developed by Mr. Newgard and Newgard
Entertainment  included broadcast,  first run syndication,  pay-per-view,  cable
programming  and  home  video  and all  ancillary  sales.  Mr.  Newgard  created
strategic alliances with various companies,  worldwide, which has allowed direct
access to Japan and the Far East, Mexico, South America and Europe. In addition,
Mr.  Newgard  provided  consultant  services  to a number  of  companies  in the
international television marketplace.

      Since  assuming  control of Century in November  1995,  new management has
moved  forward in its due diligence in "cleaning  up" past  management's  varied
dealings with the goal of firmly  establishing a specific direction and business
of the Company.  While past  management  attempted to become involved in various
diverse  businesses,  current  management  believes that a firm direction in the
Company's  business  purpose is critical in establishing a successful  strategic
plan.  This new focus will better  serve the Company  and its  shareholders  and
should enable the Company to finally generate revenue on a consistent basis.



                                        3




<PAGE>



      Current  management  has a long history in the  entertainment  programming
distribution business with established  long-term  relationships and contacts in
the  entertainment  community  throughout  the world.  As part of its  strategic
program, the Company has assembled a Board of Directors and additional personnel
to assist and direct the  Company  properly  in the  entertainment  distribution
marketplace.  With key personnel  now in place,  the  Company's  most  important
mission is to secure distribution rights to high profile  entertainment  product
that can be exploited to a growing worldwide marketplace.

      Concerning previous  entertainment product acquisitions,  prior management
of Century had entered into  various  transactions  with  Krypton  International
Corporation,  Video  Licensing  Group and C. Elvin  Feltner,  Jr.,  all  related
parties,  that involved  certain rights to various feature  libraries,  lists of
titles and two packages containing two and five titles,  respectively.  Prior to
becoming involved with the Company,  current  management was led to believe that
these titles were in proper order and that previous management had performed the
necessary  due  diligence  to  establish  the proper  chain of title in order to
conclude  licensing  deals  and  properly  market  the  titles.   Unfortunately,
following numerous unfulfilled requests to receive proper documentation from the
licensor/seller  of the features  and  research  into the history of the various
titles,  the Company was  compelled  to rescind  all of the  transactions  as it
considers  these  assets to have no value to the Company or in the  marketplace.
These  transactions  also  included  certain  rights in a Spanish  language film
library and two lists of primarily public domain films and broadcast air rights.
After  numerous  requests,  the Company failed to receive any  documentation  or
substantiation concerning chain of title for any of the films. These rescissions
or cancellations resulted in the reduction in carrying value of approximately $6
million of the Company  assets and the Company has filed a law suit to eliminate
more than $1.8 million in debt and 1,763,334 shares of preferred stock.

      As a result of the  foregoing,  in August  1996,  the  Company  filed suit
against C. Elvin Feltner and certain affiliated companies (CENTURY TECHNOLOGIES,
INC. V. VIDEO LICENSING GROUP,  INC., KRYPTON  INTERNATIONAL  CORPORATION AND C.
ELVIN  FELTNER,  JR.,  Case No.  96-8581)  in the U.S.  District  Court  for the
Southern  District of Florida  requesting  damages and  equitable  relief.  More
specifically, the Company is seeking rescission of various licensing agreements,
a bill of sale and other  agreements  entered  into  between  December  1992 and
November  1995  with  various  of the  Defendants  as well as  compensatory  and
punitive  damages,  interest and attorneys' fees based on fraudulent  conduct of
the  Defendants  in  relation  to the  various  licensing  and other  agreements
previously  entered  into  by the  parties  and  for  violation  of the  federal
Racketeer  Influenced and Corrupt  Organizations Act (RICO). The Company intends
to pursue this  litigation  vigorously  and vindicate its interests and those of
its shareholders.





                                        4




<PAGE>




The Marketplace

      GENERAL - As indicated,  Century will operate on an  international  basis,
licensing  programming to all media.  Management has an established history both
domestically and  internationally  in the entertainment  distribution  business.
Relationships  and  contacts  are in place to move  expeditiously  and to market
entertainment programming in a quality fashion in all areas of media on a global
basis.

      The Company now must move forward in obtaining quality product and utilize
management's  talents in firmly establishing the Company as a credible source in
the entertainment marketplace. For the Company to achieve its goals in a quality
and  cost-effective  manner, it must inventory projects that will enable Century
to distribute the best product  possible while limiting major downside risks. In
addition,  the Company must  assemble a varied  product  line,  i.e.,  features,
series, specials and animation.

      In the U.S.  marketplace,  there  exists  numerous  outlets and  literally
"windows" of program sales  opportunities.  With video, pay cable,  basic cable,
satellite,  local and network  broadcasters,  the United  States enjoys the most
mature and varied  entertainment  marketplace  in the world.  The public may not
currently be able to access the so-called 500 channel universe, but 150 channels
is  already a reality.  For this  reason,  there  exists a  tremendous  need for
programming in the  television  marketplace.  Century  intends to participate on
some level in every "tier" or outlet of the domestic entertainment marketplace.

      CABLE TELEVISION - Pay and basic cable are  potentially the most important
long-term  markets  for the  Company to develop  and gain  participation.  Major
buyers include HBO,  Showtime,  Turner,  USA, A&E,  Lifetime and Family Channel.
Each of these channels or cable networks buy library and first-run  programming.
The type of programming and fees these cable networks will pay vary greatly, and
often can cover a majority of a particular production budget. In addition, cable
sales for  "back-end"  revenue  after a  syndication  window can be an important
element in a budget.

      SYNDICATION - This marketplace has become more difficult to exploit due to
less viable  available  time  periods,  cost of  marketing,  and the control and
leverage held by the major studios.  Notwithstanding such limitations, given the
proper  promotion and financial  backing,  syndication can generate  significant
revenue and may allow for back-end or even simultaneous cable sales. The type of
programming  becomes,  in management's  judgment,  the most critical element for
success in  syndication.  Typically,  other than  "off-net"  programming  with a
built-in audience, the program  should  be able to appeal to the widest possible






                                      5




<PAGE>


audience and have significant promotability or a "hook" to attract viewers. Most
obvious  examples  include  programs that are highly  exploitable,  i.e.,  "Hard
Copy", "Inside Edition", "Cops".

      NETWORKS - The major networks currently consist of ABC, NBC, CBS and, to a
lesser degree, FOX. The new fledgling,  but heavily financed networks are The WB
(Warner Brothers) and UPN (Paramount).  Traditional licensing of a series to the
major networks normally involves substantial deficit financing,  which obviously
leads  to the  incurrence  of high  risks.  Series  network  production  is more
effectively  left to the  major  studios  which are  willing  to  operate  on an
immediate  deficit with the  expectation  that they will derive large returns in
syndication.

      Century,  however, will seek for ways to work with the various networks as
they do pay for their  product,  and it provides a very positive  message to the
overall  marketplace   concerning  a  company's  proprietary  product.  Also  as
previously  indicated,  the "back-end" asset value of network show or series can
be significant.  For Century,  at least initially,  the new smaller networks are
somewhat easier to approach on programming ideas and specials. In addition,  the
MOW business  can be very  profitable  with the  international  marketplace,  as
outlined hereafter.

      Century  also  intends to be involved in all of the  ancillary  markets of
video, pay-per-view, and airline sales to name a sampling. Depending on the type
of product, sales to these ancillary markets can generate significant revenue.

      INTERNATIONAL  MARKETS - The International  marketplace today represents a
significant portion of a company's total revenue.  In some cases,  international
revenue ranges between  40-65% of the total annual  income.  U.S.  entertainment
companies  can no longer rely  strictly  on revenue  from the  domestic  market.
International  sales  revenue may cover a company's  deficit on a given  project
prior to its full U.S. release. While tastes certainly vary internationally, the
United States leads in quality  entertainment  and is universally  recognized as
the leader.

      The international marketplace has matured over the last ten years, but the
growth in recent years is more dramatic.  Relationships between buyer and seller
have  always been  extremely  important;  however,  in recent  years,  while the
importance of these relationships  remain,  buyers have become increasingly more
sophisticated  with a mandate to acquire  product  that will  appeal most to the
audience of their  country and  correspondingly  will  achieve  higher  ratings.
Moreover,  very  often if a strong  relationship  exists  between  the buyer and
seller and the  product  is either  marginal  or  comparable  to a  competitor's
product,  an existing  relationship can be the critical factor in completing the
transaction. In the past, there was limited concern about ratings  because  most








                                        6




<PAGE>



often  there was only one or two  stations  in a market  (except  for the larger
territories  such as U.K.,  Germany,  France and Japan).  The  availability of a
broad range of channels and alternative  programming has given added emphasis to
the need for quality and appealing programming.

      In the  international  marketplace  today, the Company has to be concerned
with demographics,  ratings and high production values with known cast or stars.
Presently,  the  consensus  among  buyers is for  action  adventure  programming
(without  gratuitous  violence),  family  programming  and  general  dramas with
recognized stars.  Series such as DYNASTY or mini-series are vary popular.  U.S.
ratings do not always guarantee that a foreign buyer will acquire a program, but
buyers will  certainly  pay special  attention to the higher  rated  programs to
evaluate whether they are applicable to its territory.

      There are also general  "rules" or  exceptions  applicable  to  particular
markets and sometimes for the overall  international  marketplace.  For example,
programming  that deals with  drugs as a theme will not pass  censorship  in the
Middle East and  Southeast  Asia.  Religious  subjects,  with the  exception  of
Christmas,  are often banned.  In addition,  any disrespect for law enforcement,
parents,  and the  family  are often not  acceptable.  Many times a station in a
given  territory will need to cut or edit a program to comply with standards due
to  offensive  material.  For  this  reason,  most  good   producer/distributors
understand the need for both a "soft" and "hard" versions of a particular series
or feature.

How Century Will Operate Internationally

      Century will make direct sales to the international  marketplace  wherever
possible.  A minimum of outside  sales  representatives  will be used  except in
those  markets where  practical  considerations  require the use of agents.  The
Company will specifically  utilize sales  representation in areas where problems
exist in  traveling  to  these  markets,  collections,  shipments  and  language
barriers. In these areas a firm must have someone well placed, knowledgeable and
credible who has established relationships with the buyers. In such markets, the
Company will  utilize the services of  established  sales  representatives  also
associated  with the major studios.  It should be noted that in the  territories
where Century has contracted  with an agent,  it will become the licensee on the
sales  contract,  and will not have to deal  with the  problems  of  censorship,
collections,   acts  of  God,  etc.   Century  will  be  paid  directly  by  the
representative  in accordance with established  agreements.  A further important
manner by which the Company will generate sales is through  consummating  output
deals with the larger  companies in major  territories  to purchase  present and
future products for a specified period of time.











                                        7



<PAGE>



Company's Immediate Goal

      It is extremely  important that the Company obtain the distribution rights
to  "high  profile"  product  that  will  separate  it  in  a  very  competitive
marketplace.  In order to accomplish  this, the Company must  establish  funding
and/or broadcast production partners on various projects. Another challenge will
be to find product that is "high profile" and of worldwide interest,  but at the
same time does not place the Company  (and its  partners)  at extreme  financial
risk.  In the main,  the Company must  initially  have product that has a budget
that  allows  for  a  basic  cable  "home"   domestically   and  has   broadcast
applicability  overseas.  This type of product  and  budget  allows for the most
upside potential with limited or no risk,  especially with overseas or "outside"
partners from the outset.

      Presently, the Company's programming is secondary product. This is not the
type  of  product  that  will  appeal  across  the  board  to the  international
community.  It is strictly  "filler" material that the buyer will take if it has
extra time periods and can envisage some type of interest in the market. Usually
the buyer can be  persuaded to take this type of product if the seller has "high
profile" material such as theatrical features,  top miniseries,  or network type
programming such as E.R. or X-Files. Presently, the Company does not have any of
this material,  commonly called  locomotives,  provide  incentives for buyers to
license Century's secondary material.

Product and Partnerships

      The Company  intends to seek out  primarily  television  product  that has
either a U.S.  network or cable  commitment  in order to have a presence  in the
entertainment  community and to enter the  international  marketplace.  A series
which is action adventure or family  programming with high production values and
some  known  talent  should  provide  the  impetus  for the  Company to launch a
successful and potentially profitable program.

      As a newly formed small global  distribution  Company,  Century must start
with quality television product consisting of series, Movies-of-the-Week (MOWs),
features and mini-series  which could generate  immediate  income in both TV and
cable.  Once the Company develops this type of product base,  Century can afford
other types of product such as "lower-end" cable and ancillary  material such as
documentaries  and music  specials  which  without  "locomotives"  will generate
limited revenue.  Movies of the Week, in particular,  are generally  accepted as
astute and profitable  programming  ventures.  MOWs are usually produced upon an
order from a U.S. (or cable) network for between $2-3 million. The deficit after
the network sale will be approximately  $400,000-$600,000,  which can usually be
recouped from foreign sales. If the movies have good action and star value, they










                                        8



<PAGE>


can play  everywhere  and there is  strong  demand  for this  type of  material.
Profits from these pictures can range between  $500,000-$1,200,000  with further
"after-life" domestically.

      The Company must also have a product on a distribution  only basis.  These
deals are negotiated on a simple  percentage  basis with a distribution  company
generally not guaranteeing or putting up any funding.  Distribution  percentages
usually  range  from  20-30%  domestically  and 30-40% on  international  sales.
Finding quality product prior to the new distribution company fully establishing
itself in the  marketplace  and without  putting  forth  funding is getting more
difficult.  The Company will, however, always look for any opportunities and, as
the Company  grows in  establishing  itself with "high  profile"  product,  more
opportunities should present themselves.

      For  the  Company  to  succeed  and  become  a   recognized   supplier  of
entertainment  programming,  Century must find partners to help fund the overall
operation and the  acquisition  of product.  In order for the Company to achieve
its goals, both in the overall  marketplace and with its  shareholders,  Century
must be involved with high quality programming. The better and more varied (i.e.
series,  features,  specials and kids  programming)  the product is, the greater
likelihood the Company will benefit  financially and become more able to control
its  destiny.  Ultimately,  as the Company  expands in quality  productions  and
offerings,  more profitable  opportunities  for  distribution  and  partnerships
should  become  available.  In today's  marketplace,  for the  Company to become
involved with quality programs or project opportunities, it must be well-funded.

Current Programming and Association with Affinity Entertainment, Inc.

      Presently,  the Company has  contracts in place,  on a  distribution  only
basis, with a few program offerings.  The Company has the worldwide distribution
rights to a 26-episode series titled,  "The Traveling Gourmet." Century also has
the domestic  distribution  rights to five classic animated features.  Through a
relationship with Affinity Entertainment, Inc. ("Affinity"), the Company has the
international  distribution  and  domestic  pay-per-  view  rights  to a limited
four-hour series titled,  "EdenQuest" and the worldwide distribution rights to a
ten episode series titled, "Adventure Quest."

      At present,  the Company  cannot  estimate  its revenue  stream from these
products. However, as the year progresses, management should be able to estimate
revenues as the Company moves forward with its marketing efforts.

      In June  1996,  the  Company  executed  a letter of intent  with  Affinity
Entertainment,  Inc. ("Affinity") which contemplates the acquisition by Affinity












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<PAGE>


of a majority position in Century subject to the completion of due diligence and
negotiation  of a definitive  purchase price based on the level of investment by
Affinity.  Affinity is similarly  engaged in the  distribution and production of
entertainment programming.  Affinity has recently raised capital for the express
purpose of expanding  their  production of  entertainment  programming.  Century
lacks the  financial  resources  to achieve  these goals in the short term.  The
Company does however, have the key personnel and knowledge to distribute product
on a worldwide basis. Furthermore, Century has the strategic contacts and market
knowledge  to help  direct its  clients  to product  and  projects  which  offer
investment  opportunities  at an  acceptable  level of risk in order to maximize
revenue and earnings potential.

      Ultimately,  Century  should have a greater  market  presence and leverage
bringing  more  producers  and product to the  Company.  Further,  with  Century
distributing  "high profile"  quality  programming  this should generate greater
sales revenue on the "lesser" low priority type product.

Summary

      In summary, the Company must operate as it currently exists, i.e., a small
independent  company  working  to become a viable  entity  in the  international
entertainment  marketplace.  Century will not  initially try to compete with the
major  studios  or even  larger  independents.  Century  will  need to  produce,
co-produce  or acquire  quality TV product  with high  production  value for the
international as well as the domestic  marketplace.  Century will seek to locate
and identify partners who will absorb some of the cost or downside in return for
territorial rights and/or equity in production  product.  In essence,  Century's
goal is to build a reputation  as a supplier of consistent  quality  programming
much like companies such as New World and Rysher have done.

      Century will seek to operate on a  cost-efficient  basis,  paying  careful
attention to costs while seeking to maximize revenue.  Century will also need to
demonstrate for the global entertainment  community that it is a very aggressive
company doing everything possible to create a real presence within the industry.
Essential to the accomplishment of this goal is the Company's presence in all of
the international and domestic sales markets.

Employees

      The  Company  employs  four  people  on a  full-time  basis of  which  two
employees  are in executive  positions  and the balance are engaged in sales and
administrative capacities.

ITEM 2.     DESCRIPTION OF PROPERTIES
            -------------------------
 
     The  Company's  executive  offices  are  currently  located  at  201  North
Robertson Boulevard,  Beverly Hills, California  90211.  These  premises,  which






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<PAGE>



consist  of  approximately  1,200  square  feet of space,  are the  subject of a
month-to-month  lease  agreement  with an affiliate of Mr.  Peter  Newgard,  the
Company's  President,  at a rental of  approximately  $2,121.45  per month.  The
Company expects to move to permanent facilities prior to December 31, 1996.

ITEM 3.     LEGAL PROCEEDINGS
            -----------------

      In April 1996, the Company  consummated a settlement of certain litigation
styled FERATON  ANSTALT V. CENTURY  TECHNOLOGIES,  INC. (Case No. 95-6216) which
had been filed against the Company in the U.S. District Court, Southern District
of Florida,  in which the Plaintiff  alleged that the Company owed the Plaintiff
$1,000,000  together with interest on a promissory  note that it had issued.  In
connection  with the  settlement,  the  Company  issued  356,667  shares  of its
restricted Common Stock in exchange for the dismissal of the lawsuit.

      In August  1996,  the  Company  filed suit  against C. Elvin  Feltner  and
certain  affiliated  companies  (CENTURY  TECHNOLOGIES,  INC. V. VIDEO LICENSING
GROUP, INC., KRYPTON  INTERNATIONAL  CORPORATION AND C. ELVIN FELTNER, JR., Case
No.  96-8581) in the U.S.  District  Court for the Southern  District of Florida
requesting  damages and  equitable  relief.  More  specifically,  the Company is
seeking  rescission of various  licensing  agreements,  a bill of sale and other
agreements  entered into between December 1992 and November 1995 with various of
the  Defendants  as well as  compensatory  and punitive  damages,  interests and
attorney's fees based on fraudulent conduct of the Defendants in relation to the
various  licensing and other agreements  previously  entered into by the parties
and for violation of the federal Racketeer Influenced and Corrupt  Organizations
Act  (RICO).  The  Company  intends to pursue  this  litigation  vigorously  and
vindicate its interests and those of its shareholders.

      On February 21, 1996, the Company was informed that an informal inquiry of
the Company and  certain  transactions  had been  initiated  by the  Enforcement
Branch of the United Stated Securities and Exchange Commission.  The Company has
supplied the Commission with all documents as requested.  The Company's Board of
Directors  have  authorized  and is fully  cooperating  with the requests of the
Commission.

      On September 13, 1996, the staff of the Securities and Exchange Commission
notified the Company that the Division of Enforcement intended to recommend that
the  Commission  institute a cease and desist order against the Company based on
allegations that the Company violated various sections of the Federal Securities
laws.  The Staff has advised the Company  that it does not  consider its present
management  as  responsible  for  the  matters  which  are  the  subject  of the
Commission's inquiry.









                                       11




<PAGE>



      At the  present  time,  the  Company  is not  engaged  in any other  legal
proceedings nor is it aware of any material claims asserting  liability  against
the Company.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
            ---------------------------------------------------
 
      Not applicable.


                                     PART II

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

      (a) The Company's  Common Stock is traded on the OTC Bulletin  Board under
the symbol "CNTK" The following table sets forth the high and low bid quotations
for the Common Stock for the periods indicated.  These quotations reflect prices
between dealers,  do not include retail  mark-ups,  mark-downs or commission and
may not necessarily represent actual transactions.

                                                  Low              High
                                                  ---              ----

January 1 - March 31, 1994                       $.(1)             $-(1)
April 1 - June 30, 1994                          $.(1)             $-(1)
July 1 - September 30, 1994                      $.343             $.406
October 1 - December 31, 1994                    $.406             $.20
January 1 - March 31, 1995                       $.031             $.438
April 1 - June 30, 1995                          $.08              $.375
July 1 - September 30, 1995                      $.08              $.29
October 1 - December 31, 1995                    $.08              $.67
January 1 - March 31, 1996                       $.15              $.51
April 1 - June 30, 1996                          $.16              $.31
July 1 - September 31, 1996                      $.18              $.38
---------------------

(1)   Price information not available.

As of August 31, 1996,  there were 146 holders of record of the Company's common
stock.  The closing bid price quoted on the OTC Bulletin Board for the Company's
Common Stock at October 25, 1996 was $.21.

      The Company has never  declared or paid,  and has no present  intention to
pay, cash dividends on its Common Stock.  Any future  dividends will necessarily
depend upon the  Company's  future  earnings,  capital  requirements,  financial
condition and other factors.







                                       12



<PAGE>



ITEM 6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR FINANCIAL  CONDITION AND
            --------------------------------------------------------------------
            RESULTS OF OPERATIONS
            ---------------------
General

      In November 1995, officers and directors tendered their resignations,  and
new  management  took  control of the Company.  Management  intends to establish
specific direction for the Company in the business of distributing and producing
entertainment   programming  including  feature  films  and  license  rights  to
libraries already held by the Company.

      As part of the  agreement  between the Company and prior  management,  the
former president assumed certain notes payable and the rights and liabilities of
an  agreement  between the  Company and Web  Broadcasting  Systems  ("Web").  As
consideration to the Company,  Web returned 200,000 common shares to the Company
in February  1996,  and the Company  expensed  $50,000  already  advanced to the
partnership.

Results of Operations

      Year Ended December 31, 1995 Compared to Year Ended December 31, 1994

      The  following is a  discussion  of material  changes in the  consolidated
results of operations of Century Technologies, Inc. which occurred in the twelve
months ended December 31, 1995.

      For  the  year  ended  December  31,  1995,  the  Company   experienced  a
significant  net loss  from  operating  activities  of  $6,295,670  compared  to
$731,671  for the same  period in 1994,  which was  attributable  to the Company
taking a one-time charge for rescinded  transactions  and obsolete  equipment in
the amounts of $5,886,200 and $60,462.

General and Administrative Expenses

      For the year  ended  December  31,  1995,  the  decrease  in  general  and
administrative  expenses is primarily due to a decrease in compensation  paid to
employees,  directors and consultants for services rendered.  More specifically,
the Company issued stock for services  valued at $272,800 in 1994 largely due to
attempts to generate  operations and to seek merger and acquisition  candidates.
The Company  issued only  $102,000  in common stock  in exchange for services in
1995.

Write-Off of Film Library

      The  increase  in total  expenses in 1995  compared to 1994  predominantly
reflects the write-off  of assets relating to various feature libraries, list of






                                      13




<PAGE>


titles and two packages containing two and five titles,  respectively.  Prior to
becoming involved with the Company,  current  management was led to believe that
these titles were in proper order and that previous management had performed the
necessary  due  diligence  to  establish  the proper  chain of title in order to
conclude  licensing  deals and market the titles.  Upon  conducting  its own due
diligence review  regarding the chain of title of the features,  the Company was
compelled  to  cancel or  rescind  all  transactions  entered  into by  previous
management  regarding  feature films and broadcast  air  time as of December 31,
1995. This action resulted in reductions in the Company assets of $5,386,200 and
$500,000 respectively. The write off of the film library and related assets also
accounts for the significant increase in net loss and net loss per common share.

      In addition, management has chosen to proceed conservatively by continuing
to  reflect  liabilities  relating  to the  transactions  until  the  successful
disposition  of a  lawsuit  filed  in  August  1996 by the  Company  against  an
individual and two affiliated companies in connection with such transactions.

      In October 1995,  the Company  canceled a note payable of  $1,800,000  and
1,000,000 shares of preferred stock valued at $4.00 per share upon the execution
of a new agreement  for the Spanish  title  library which  superseded a previous
agreement  executed in November 1994.  This agreement has also been rescinded by
the Company and is a subject of the same lawsuit  filed by the Company in August
1996.

      The increase in total  expenses also  reflects the  Company's  decision to
dispose of $60,742 in obsolete theatrical and film editing equipment which would
have been prohibitively expensive to repair and operate.

Liquidity and Capital Resources

      The Company  experienced cash flows from financing  activities of $320,500
of which  $165,500  were  proceeds from the sale of common stock and the balance
from notes payables.

      In  November  1995,  the  Company  announced  that it had been  named as a
defendant in a lawsuit styled FERATON  ANSTALT VS.  CENTURY  TECHNOLOGIES,  INC.
alleging that the Company owed  $1,000,000  plus  interest on a promissory  note
that it had issued to another party.  In April 1996, the Company  announced that
it had issued 356,000 shares of its restricted  common stock in exchange for the
dismissal of the suit.

      Also in  April  1996,  the  Company  announced  that it had  rescinded  or
canceled all agreements  entered into by previous  management with an individual
and two of his affiliated companies.  These agreements pertained to various film
titles and license  rights and  broadcast air time and were subject to provision










                                       14



<PAGE>

of  documentation  supporting  chain of title and  ownership  which  were  never
produced.  The  Company  filed suit in August  1996 in order to  effectuate  the
rescissions and for damages.

     In June 1996,  the Company  entered into a letter of intent with a Affinity
Entertainment,  Inc.,  a producer  of  television  programming  and  movies,  to
purchase a majority  interest in the Company with the  expectation  of receiving
financing  as part of such  investment.  As of October 25,  1996.  Affinity  had
advanced  $400,000  on an  unsecured  basis to the Company in order to allow the
continuation of the Company's operations.

      As of December 31, 1995,  the Company had not  commenced  active  business
operations.  However,  in 1996 the Company  anticipates that distribution sales,
sales of restricted common stock,  investments through  co-productions and loans
together with funds  advanced by Affinity will be adequate to meet its cash flow
requirements for fiscal year 1996.

ITEM 7.     FINANCIAL STATEMENTS
            --------------------
     
      The financial  statements and  supplementary  data are included under Item
13(a)(1) and (2) of this Report.


ITEM 8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON  ACCOUNTING AND
            --------------------------------------------------------------------
            FINANCIAL DISCLOSURE
            --------------------
 
      On April 11,  1996,  A.J.  Robbins,  P.C.  was  replaced as the  Company's
auditors.  During the two most recent fiscal years and interim period subsequent
to December 31, 1994, there were no disagreements with A.J. Robbins, P.C. on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope or  procedure  or any  reportable  events.  The  report  of A.J.
Robbins, P.C. for the fiscal years ended December 31, 1993 and December 31, 1994
did not contain an adverse  opinion,  disclaimer of opinion,  qualification,  or
modification as to audit scope or accounting  principles;  however,  the opinion
did contain a modification  as to uncertainty as to substantial  doubt about the
Company's  ability to continue as a going concern.  On April 26, 1996, the Board
of  Directors  of the Company  appointed  Weinberg,  Pershes & Company,  P.A. as
independent  auditors  of the Company for the fiscal  years ended  December  31,
1995,  and 1996.  Weinberg,  Pershes & Company,  P.A. has not consulted with the
Company as to accounting policies or issues prior to engagement.










                                      15




<PAGE>

                                   PART III

ITEM 9.     DIRECTORS,  EXECUTIVE   OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
            --------------------------------------------------------------------
            COMPLIANCE UNDER SECTION 16(A) OF THE EXCHANGE ACT
            --------------------------------------------------

      The  following  table sets forth the names,  ages and  positions  with the
Company of the executive officers,  directors and a key employee of the Company.
Directors will be elected at the Company's  annual meeting of  stockholders  and
serve for one year or until their  successors are elected and qualify.  Officers
are  elected by the Board and their  terms of office  are,  except to the extent
governed by employment contract, at the discretion of the Board.

      Name                    Age         Position
      ----                    ---         --------

Peter B. Newgard              39          President, Chief Executive
                                          Officer, Secretary, Treasurer
                                          and Director

Alan Horowitz                 66          Director

Jeffrey Kazmark               48          Director

Joe Levinsohn                 57          President of International
                                          Division

      The  officers are elected  annually by the Board of Directors and serve at
the discretion of the Board of Directors.  Mr. Newgard and Mr.  Levinsohn devote
substantially  full time to the  business  of the  Company.  Except for  options
granted to the  Company's  outside  directors  the Company  has no  compensation
arrangements for any of such directors.

      PETER B.  NEWGARD  -- In  November  1995,  Mr.  Newgard  was  selected  as
President and Chief  Executive  Officer of Century to assemble a qualified  team
for the  purpose  of  bringing  focus to the  Company's  goals  of  co-producing
original product and distribution of features and television  programming to all
media worldwide including network and cable television in the U.S.  marketplace.
An experienced executive in television distribution and syndication, Mr. Newgard
formed Newgard  Entertainment Group, Ltd. in 1991 to be a worldwide  distributor
of film and  television  programming.  Markets  included  broadcast,  first  run
syndication, cable programming and home video. Newgard Entertainment Group, Ltd.
distributed  for  television,  cable,  pay cable,  and all ancillary  sales with
successfully forays in the pay-per-view business. He created strategic alliances
with various  companies  worldwide which has allowed direct access to Japan, the
Far East, Mexico, South America and Europe. In addition,  he provided consultant
services to a number of companies in the worldwide television marketplace.








                                       16



<PAGE>




      As one of four original Vice Presidents establishing the syndication drive
at Buena Vista  Television,  Mr.  Newgard  opened the  Southern  Division of the
television arm of The Walt Disney Company.  Responsibilities included overseeing
all sales and  administration  for 11 Southern States and direct  involvement in
numerous  station group sales. At The Walt Disney Company,  Mr. Newgard launched
first run series such as "Regis and Kathie Lee",  "Win, Lose or Draw" and Siskel
and Ebert".  Also Mr.  Newgard  was one of the key  executives  responsible  for
reintroducing  Disney animation to television with highly successful series such
as "Ducktales" and "Chip 'n' Dale". Prior to his successful ground breaking with
The Walt Disney Company, Mr. Newgard served as Vice President, Division Manager,
MGM/UA Television, another major film industry participant.

      Mr. Newgard also has extensive professional television and film production
experience  stemming from his initial and varied  television  production work at
KUAT-TV  in   Tucson,   Arizona   and  his  long   association   with   Petersen
Communications,   Inc.,  one  of  Hollywood's  longest  subsisting   independent
producers, where he served as Executive Vice President in charge of Sales.

      JEFFREY  KAZMARK -- Mr.  Kazmark  has served as a director  of the Company
since December 1995. In 1971, Mr. Kazmark relocated to Washington, D.C. where he
worked for  WGAY-AM/Fm  selling  radio time and was  promoted to Senior  Account
Executive.  In 1974, Mr. Kazmark joined  WRC-TV,  NBC  Television's  proprietary
owned and operated  station,  as one of the youngest  Account  Executives in the
company  at that  time.  A year  later,  he was  promoted  to  National  Account
Executive for NBC and relocated to Los Angeles.  Between 1979 and 1985,  Kazmark
held  additional  positions in sales and  management in both Los Angeles and New
York for the Company.

      In 1985,  Mr. Kazmark was named  President of Advertising  Sales at Access
Entertainment  where  he ran the  advertising  related  sponsorship  side of the
company. After leaving Access, Kazmark went back to NBC and then returned to New
York where he was promoted to Director of Sales for WNBC. In 1990,  Mr.  Kazmark
returned  to Los  Angeles to work with Orbis  Communications,  a  subsidiary  of
Carolco Pictures, as the head of West Coast Sales Operation for Syndication.  At
Orbis,  Mr.  Kazmark was an integral part of the sales team  launching the first
run series "The Joker's World" and "The $100,000  Pyramid" and numerous  feature
packages  including the Carolco  catalog of movies.  In 1992, Mr. Kazmark became
Vice President of Television of Carolco  Services.  While at Carolco Mr. Kazmark
was the  key  television  sales  executive  on such  major  features  as  "Basic
Instinct",  "Universal  Soldier",  Total Recall" and "Terminator 2". Mr. Kazmark
formed  Kazmark  Entertainment  Group,  a film  and  television  production  and
distribution company in 1993.








                                       17




<PAGE>



      ALAN  HOROWITZ  -- Mr.  Horowitz  has served as a director  of the Company
since December 1995. After serving in the U.S. Marine Corps, Mr. Horowitz worked
for HRH  Construction  Corporation in New York as a project manager ending up as
president of its subsidiary,  HRH California,  Inc. in Los Angeles. In 1965, Mr.
Horowitz entered the entertainment  business joining United Picture  Corporation
starting as Assistant to the Producer.  Since that time, he has been involved in
all aspects of television and motion picture production.  He served on the Board
of Directors and was  Executive  Vice  President of Albert S. Ruddy  Productions
where he worked on major  productions  such as "The  Godfather" and "The Longest
Yard."

      In 1979,  Mr.  Horowitz  became Vice President  and  Executive  Production
Manager of MGM  Television.  While at MGM, Mr.  Horowitz  oversaw  production of
numerous  features and series for NBC such as "Chips",  "French Atlantic Affair"
(a six-hour mini-series for ABC), "Beyond Westworld" and "The Goodbye Girl," Mr.
Horowitz' other credits include Executive Production Manager on the feature film
"Heaven  Can Wait,"  Executive  Producer on the feature  film  "Paramedics"  and
Associate  Producer on  Universal's  "Bandit"  television  feature  series which
consisted  on  four  two-hour  movies.  Mr.  Horowitz  continues  to work in the
entertainment  industry as a  consultant  to numerous  production  companies  on
development,  production and  post-production.  Mr.  Horowitz is a member of the
Academy of Motion Picture Arts and Sciences.

      JOE  LEVINSOHN  -- In  January  1996,  Mr.  Levinsohn  joined  Century  as
President of its International Division. His duties are to establish the Company
as an important participant in the international  marketplace which includes all
sales and distribution,  and acquisition of product for distribution  worldwide.
Mr.  Levinsohn  is  also  responsible  for  identifying  possible  partners  for
strategic alliances, co-production and co-financing. He has over thirty years of
experience  in  the  entertainment   industry  working  with  companies  in  the
international  arena  of  sales,  development,  marketing,  product  evaluation,
co-production and global broadcasting worldwide. As Director of Television Sales
and Marketing for ABC Pictures International,  Mr. Levinsohn joined the American
Broadcasting  Company  in  1980  where  he was  responsible  for  the  worldwide
licensing  of all ABC  produced  programming  including  ABC  News.  He was also
responsible for international  co-production and the  identification of alliance
partners.  His tenure with ABC  culminated  with his selection as Vice President
and Managing Director of ABC Sports Worldwide Sales & Marketing where he devised
strategies  to maximize  international  revenues for both  in-house  product and
international material acquired abroad.

      Mr. Levinsohn  relocated to Los Angeles in 1986 to join Republic  Pictures
as President of  International  with a mandate to establish their  international
distribution  organization.  In fulfilling his  responsibilities,  Mr. Levinsohn







                                       18




<PAGE>


developed a client base establishing  Republic as one of the leading independent
television international  distributors in the industry. Mr. Levinsohn went on to
identify  co-production  partners for Republic and set up global  alliances with
multinational companies to form international co-ventures.

ITEM 10.    EXECUTIVE COMPENSATION
            ----------------------
 
Cash Compensation

      Total cash  compensation  paid to all  executive  officers  as a group for
services  provided  to the  Company  in all  capacities  during  the year  ended
December 31, 1995 aggregated to $42,612. Set forth below is summary compensation
table in the tabular format  specified in the applicable rules of the Securities
and Exchange Commission.  As indicated,  no officer of the Company or any of its
subsidiaries  received total salary and bonus which exceeded $100,000 during the
periods reflected.

<TABLE>
<CAPTION>
                                  Summary Compensation Table

                                                Other                                 All
Name and                                        Annual   Restricted                   Other
Principal                                       Compen-  Stock     Options/  LTIP     Compen-
Position           Period   Salary    Bonus     Sation   Award(s)   Sars(#)  Payouts  Sation
---------          ------   ------    -----     ------   --------- --------  -------  ------
<S>                 <C>   <C>         <C>       <C>    <C>         <C>       <C>      <C>    
Guido Volante       1995  $ 9,045     -         $ -      1,500,000     -      -       $ -0-
President           1994  $11,225     -         $ -         32,238     -      -       $ -0-
and CEO*            1993  $42,888     -         $ -         25,000     -      -       $ -0-

Peter B. Newgard
President and
CEO*                1995 $17,467      -         $ -      1,000,000 3,500,000  -       $ -0-

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

*     Mr. Volante resigned in all capacities with the Company in November 1995 and was succeeded by
      Mr. Newgard.
</TABLE>


Employment Agreements

      The Company and Mr. Newgard entered into an Employment Agreement effective
October 27, 1995  pursuant to which Mr.  Newgard was  employed for a 5-year term
which  anticipates  a renewal for two  additional  one-year  periods upon mutual
agreement  between  the  parties.  Mr.  Newgard  will  receive a base  salary of
$100,000 per annum, which will be subject to adjustment in the discretion of the
Board of Directors of the Company.  The Agreement also provides that Mr. Newgard
will  receive  an  annual  bonus,  the  terms  of which  are to be  subsequently
negotiated.  The Company also agreed to issue to Mr. Newgard 1,000,000 shares of
its Common Stock as a signing  bonus.  On October 27, 1995, the closing price of
the Company's Common Stock on the OTC Bulletin Board was $.125. The Company also




                                      19



<PAGE>


agreed to issue to Mr.  Newgard  options  to  purchase  and  aggregate  of up to
3,500,000  shares of Common Stock of the Company.  The right to exercise and the
exercise  price per share as to the related  number of shares is as follows:  at
January 1, 1996, 500,000 shares exercisable at $0.15/share;  at January 1, 1997,
500,000  shares  exercisable  at  $.20/share;  at January 1, 1998 500,000 shares
exercisable at $.25/share;  at January 1, 1999 1,000,000  shares  exercisable at
$.30/share;  and at January 1, 2000 1,000,000 shares  exercisable at $.50/share.
Mr. Newgard will have the right to exercise all such options in the event of any
acquisition  resulting in change of control of the  Company,  and would lose the
right to exercise any such options if following the  aforementioned  dates,  his
employment  should  terminate by reason of his  resignation or by termination of
such employment by the Company for cause.

      On  January  2,  1996,  the  Company  entered  into a one year  Employment
Agreement with Joe H. Levinsohn,  which is subject to renewal by the Company for
two  successive  12-month  periods.  During the initial  term of the  employment
agreement,  Mr. Levinsohn will be compensated with an annual salary of $100,000,
which salary will be increased to $125,000  during the first renewal  period and
$150,000 for the second renewal period of the employment agreement.  At the time
of execution,  Mr. Levinsohn received 25,000 shares of the Company's  restricted
Common Stock. In addition,  Mr.  Levinsohn  received options to purchase 300,000
shares  of Common  Stock of the  Company  exercisable  at $.30 per share for the
first  installment  of  100,000  shares,  at  $0.50  per  share  for the  second
installment  of  100,000  shares and $0.75 per share for the  remaining  100,000
shares of Common Stock,  subject to renewal of the  employment  agreement by the
Company during the successive  annual terms. The term of each of the Warrants is
for a five-year  period following the vesting of the options.  Furthermore,  Mr.
Levinsohn  is  entitled  to  receive  a bonus  at each  anniversary  date of his
employment agreement during the term thereof in an amount equal to 5% of the net
earnings  of the  Company  for  the  preceding  period,  but  not in  excess  of
$50,000.00 per annum.

<TABLE>
<CAPTION>
                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
                              (INDIVIDUAL GRANTS)
---------------------------------------------------------------------------------
                                            Percent of
                          Number of         Total Options/
                          Securities        SARs Granted
                          Underlying        to Employees        Exercise or
                          Options/SARs      in Fiscal           Base Price      Expiration
      Name                Granted (#)       Year                ($/Sh)          Date
--------------------------------------------------------------------------------------------
<S>                        <C>                 <C>                <C>            <C>    
Peter Newgard              3,500,000           100%               $.15/.20/      04/01/00
                                                                  .25/.30/.50
</TABLE>








                                       20




<PAGE>



Option Exercises and Values at Year End

                    Aggregated Option/SAR Exercises in Last Fiscal Year
                               and FY-End Option/SAR Values

                                                                   Value of
                                                  Number of        Unexercised
                                                  Unexercised      In-the-Money
                                                  Option/SARs      Option/SARs
                                                  at FY-End (#)    at FY-End
                    Shares
                    Acquired on      Value        Exercisable/     Exercisable/
    Name            Exercise (#)     Realized     Unexercisable    Unexercisable
    ----            ------------     --------     -------------    -------------
Peter B. Newgard       -                -         500,000/3,000,000  $0/625,000


Option Grants

      In connection with the Company's  Employment Agreement with Peter Newgard,
the Company  issued to Mr.  Newgard  options to purchase an  aggregate  of up to
3,500,000  shares of Common Stock of the Company.  The right to exercise and the
exercise price per share as to the related  number of shares are as follows:  At
January 1, 1996,  500,000 shares  exercisable at $0.15 per share;  at January 1,
1997, 500,000 shares exercisable at $0.20 per share; at January 1, 1998, 500,000
shares  exercisable  at $0.25 per share;  at January 1, 1999,  1,000,000  shares
exercisable  at $0.30 per  share;  and at  January  1,  2000,  1,000,000  shares
exercisable at $0.50 per share.

      Each of the options expire five years from  applicable  vesting date or 90
days from the date Mr.  Newgard  ceases to be an  employee  of the  Company as a
result of either death or disability.  At October 27, 1995, the closing price of
the Company's  Common Stock on the OTC Bulletin Board was $0.125 per share.  Mr.
Newgard  will have the right to  exercise  all such  options in the event of any
acquisition  resulting in change of control of the  Company,  and would lose the
right to exercise any such options if following the  aforementioned  dates,  his
employment  should terminate by reason of his resignation or termination of such
employment by the Company for cause.

      In connection  with the Company's  Employment  Agreement  dated January 2,
1996 with Joe H.  Levinsohn,  the  Company  issued to Mr.  Levinsohn  options to
purchase an  aggregate  of up to 300,000  shares of Common Stock of the Company.
The right to exercise and the exercise  price per share as to the related number
of shares is as follows: At January 2, 1996, 100,000 shares exercisable at $0.30
per share;  at January 2, 1997,  100,000 shares  exercisable at $0.50 per share;
and at  January 2,  1998,  100,000  shares  exercisable  at $0.75 per share;  at
January 2, 1996, the closing bid price of the Company's  Common Stock on the OTC
Bulletin Board was $.48.

      Each of the options expires five years from the applicable vesting date or
90 days from the date Mr. Levinsohn ceases to be an employee of the Company as a



                                       21



<PAGE>



result of either death or disability.  All options will terminate immediately in
the event that Mr.  Levinsohn's  employment  with the Company is terminated  for
cause.  The  Company  has  agreed  to file a  Registration  Statement  under the
Securities Act of 1933 to cover the resale of the shares underlying the options.

      In connection  with the selection of Mr. Alan P. Horowitz as a Director of
the Company, on December 20, 1995 the Company awarded to Mr. Horowitz options to
purchase an  aggregate of 125,000  shares of Common  Stock of the  Company.  The
right to exercise and the exercise  price per share as to the related  number of
shares are as follows:  At December 22, 1995, 25,000 shares exercisable at $0.25
per share; at December 22, 1996,  25,000 shares  exercisable at $0.50 per share;
at December 22, 1997, 25,000 shares  exercisable at $0.75 per share; at December
22, 1998,  25,000  shares  exercisable  at $1.00 per share;  and at December 22,
1999, 25,000 shares exercisable at $1.25 per share. Each of the options is for a
five-year term following the date of vesting.

      In connection  with the selection of Mr.  Jeffrey H. Kazmark as a Director
of the Company,  on December 20, 1995 the Company awarded to Mr. Kazmark options
to purchase an aggregate of 125,000  shares of Common Stock of the Company.  The
right to exercise and the exercise  price per share as to the related  number of
shares are as follows:  At December 22, 1995, 25,000 shares exercisable at $0.25
per share; at December 22, 1996,  25,000 shares  exercisable at $0.50 per share;
at December 22, 1997, 25,000 shares  exercisable at $0.75 per share; at December
22, 1998,  25,000  shares  exercisable  at $1.00 per share;  and at December 22,
1999, 25,000 shares exercisable at $1.25 per share. Each of the options is for a
five-year term following the date of vesting.

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            --------------------------------------------------------------
 
     The following  table sets forth Common Stock  ownership as of September 30,
1996 with respect to (i) each person  known to the Company to be the  beneficial
owner of five (5%) percent or more of the  Company's  outstanding  Common Stock,
(ii) each director of the Company and (iii) all executive officers and directors
of the Company as a group.  This  information  as to  beneficial  ownership  was
furnished to the Company by or on behalf of the persons named.  Unless otherwise
indicated,  the business  address of each person  listed is 201 North  Robertson
Boulevard,  Beverly Hills,  California  90211.  Information  with respect to the
percent of class is based on  13,206,985  shares of the  Company's  Common Stock
issued and outstanding as of September 30, 1996.










                                       22




<PAGE>




                                          Shares                  Percent
      Name                          Beneficially Owned(1)         of Class
      ----                          ---------------------         --------

Peter B. Newgard(2)                      1,500,000                    10.9%
Alan Horowitz(3)                            25,000                     0.1%
Jeffrey Kazmark(4)                          25,000                     0.1%

All Officers and
Directors as a Group
(3 persons)................              1,550,000                    11.1%


(1)   Except as otherwise indicated in the footnotes below, each stockholder has
      sole power to vote and  dispose of all the shares of Common  Stock  listed
      opposite his name.

(2)   Mr.  Newgard is  President  and Chief  Executive  Officer of the  Company.
      Includes  500,000 shares of Common Stock issuable upon exercise of certain
      options by Mr. Newgard,  but does not include  3,000,000  shares of Common
      Stock issuable upon exercise of options which have not as yet vested.

(3)   Mr.  Horowitz is a Director of the Company.  Consists of 25,000  shares of
      Common  Stock  issuable  upon  exercise of certain  options,  but does not
      include  100,000  shares of Common Stock issuable upon exercise of options
      which have not as yet vested.

(4)   Mr.  Kazmark is a Director of the  Company.  Consists of 25,000  shares of
      Common  Stock  issuable  upon  exercise of certain  options,  but does not
      include  100,000  shares of Common Stock issuable upon exercise of options
      which have not as yet vested.


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
            ----------------------------------------------
  
      On March 3, 1995,  the Company  issued to Albert  Lanzilli,  Jr., a former
director of the  Company,  25,000  shares of Common  Stock as  compensation  for
services to the Board of  Directors,  which  issuance was valued at $25,000.  On
March 6, 1995, the Company borrowed $25,000.00 from Mr. Lanzilli,  pursuant to a
three-month  promissory  note. The loan was to mature June 6, 1995 together with
interest at the rate of 8% per annum.  In  connection  with the issuance of such
note,  the Company also issued  options to acquire  25,000  shares of its Common
Stock  exercisable  at $.02 per share  which were  subsequently  exercised.  The
promissory  note was assumed by Mr. Guido Volante,  the former  President of the
Company.

      In June 1995, the Company borrowed $10,000 from Mr. Lanzilli,  pursuant to
three-month  promissory  notes. The loan included interest at the rate of 8% per




                                       23



<PAGE>


annum.  These  promissory  notes were also assumed by Mr. Volante.  On August 1,
1995,  the  Company  borrowed  $2,500.00  from  Mr.  Lanzilli,   pursuant  to  a
three-month promissory note. The note was to mature on November 1, 1995 together
with accrued interest at the rate of 8% per annum. This promissory note was also
assumed by Mr. Volante.

      On September 29, 1995,  the Company  issued to Emilio  Carrillo,  a former
director  of the  Company,  50,000  shares of  Common  Stock of the  Company  in
recognition  of services  previously  provided to the Board of Directors,  which
issuance was valued at $2,000.

      On September 29, 1995,  the Company  issued to its former  President,  Mr.
Guido  Volante,  1,500,000  shares  of  Common  Stock in lieu of  salary,  which
issuance was valued at $60,000.

      On March 11, 1994, a Letter of Intent was signed and  subsequently  on May
15, 1995, the Company and WEB Broadcasting Systems, Inc. ("WEB") entered into an
agreement to form a general  partnership to operate and distribute a graphic and
text sports cable  programming  network pursuant to which the Company had agreed
to  invest  $1,000,000  in  such  general  partnership,   to  loan  the  general
partnership  an  additional  $2,000,000  and to issue  4,000,000  shares  of the
Company's  Common Stock  (subsequently  restructured to 200,000 shares of Common
Stock) in exchange for which WEB would sell to such general partnership its wire
service  hardware,  software and related  technology.  On November 1, 1995,  the
Company,  WEB and Mr. Guido Volante entered into an agreement in connection with
the termination of Mr. Volante as an officer and director of the Company.  Under
the terms of this agreement, the parties agreed to the assignment by the Company
of all of its rights and  interest in the  Company's  agreement  with WEB to Mr.
Volante,  and WEB agreed to release of the Company  from its  obligations  under
such agreement.

      In November 1995, in connection with the resignation of Ms. Miriam Mercado
as a Director and Officer of the Company,  Ms. Mercado entered into an agreement
with the Company. In consideration for the sum of $5,000.00,  Ms. Mercado agreed
to  restrict  the  disposition  of 717,000  shares of Common  Stock for  various
periods. All of the aforementioned shares were subsequently sold.

      On October 27, 1995, the Company issued to Mr. Peter Newgard,  its current
President, 1,000,000 shares of Common Stock pursuant to his employment agreement
with the Company.  The issuance was valued at $40,000.00.  On February 26, 1996,
the Company  issued to Mr. Joe Levinsohn  25,000 shares of the Company's  Common
Stock  pursuant to his employment  agreement with the Company.  The issuance was
valued at $1,000.00.  Both of these executives  received options as part of such
employment agreements. See "Executive Compensation"










                                       24




<PAGE>



ITEM 13.    EXHIBITS, LIST AND REPORTS ON FORM 8-K
            --------------------------------------

      (a) (1) and (2) Financial Statements and Schedules
                      ----------------------------------
  
      The financial  statements  listed on the index to financial  statements on
page F-1 are filed as part of this Form 10-KSB.

      (b)   Reports on Form 8-K
            -------------------
  
      The Company filed Form 8-K report dated May 16, 1996 (item 4).

      The Company filed Form 8-K report dated June 6, 1996 (item 5).

      (c)   Exhibits
            --------

      The following  Exhibits are  incorporated by reference or included in this
report:

Number            Description Of Document
------            -----------------------

3 (a)             Articles of Incorporation incorporated by reference
                  to Form 10 filed May 20, 1993.

3 (b)             By-Laws incorporated by reference to Form 10 filed
                  May 20, 1993.

4                 Specimen   certificate   for  Common  Stock   incorporated  by
                  reference to Form 10 filed May 20, 1993.

10                Employment Agreement with Peter Newgard
                  incorporated by reference to Form 8-K filed
                  November, 1995

16                Letter on change in certifying accountant
                  incorporated by reference to Form 8-K filed May 16,
                  1996.

27                Financial Data Schedule (Electronic filing only)





                                       25




<PAGE>


                                   SIGNATURE
                                   ---------


                  In  accordance  with Section 13 or 15(d) of the Exchange  Act,
the Registrant  caused this report to be signed on its behalf by the undersigned
thereunto duly authorized on this 29th day of October, 1996.

                                    CENTURY TECHNOLOGIES, INC.



                                    By:   /s/Peter B. Newgard
                                          ---------------------
                                          Peter B. Newgard
                                          President and Chief
                                          Executive Officer


                  In accordance  with the Exchange,  this Report has been signed
below by the following person on behalf of the Registrant, and in the capacities
and on the date indicated.

Signature                           Title                   Date
---------                           -----                   ----


                                President and Principal
                                Executive, Financial and
/s/Peter B. Newgard             Accounting Officer          October 29, 1996
---------------------------
Peter B. Newgard



/s/Jeffrey Kazmark              Director                    October 29, 1996
---------------------------
Jeffrey Kazmark



/s/Alan Horowitz                Director                    October 29, 1996
---------------------------
Alan Horowitz















<PAGE>












                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                   -------------------------------------------
                   
                          (A DEVELOPMENT STAGE COMPANY)
                          -----------------------------

                                     REPORT

                             AS OF DECEMBER 31, 1995
                             -----------------------







































<PAGE>









                 CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                 -------------------------------------------

                                   CONTENTS




    PAGES 1 - 2 - INDEPENDENT AUDITORS' REPORT

    PAGE      3 - CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1995 AND 1994

    PAGE      4 - CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                  DECEMBER 31, 1995, 1994 AND 1993 AND FOR THE PERIOD FROM
                  INCEPTION (DECEMBER 3, 1986) THROUGH DECEMBER 31, 1995
                  (UNAUDITED)

    PAGES 5 - 7 - CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  OR DEFICIENCY FOR THE PERIOD FROM INCEPTION (DECEMBER 3,
                  1986) THROUGH DECEMBER 31, 1995

    PAGES 8 - 9 - CONSOLIDATED  STATEMENTS  OF CASH FLOWS FOR THE YEARS ENDED
                  DECEMBER 31, 1995, 1994 AND 1993 AND FOR THE PERIOD FROM
                  INCEPTION   (DECEMBER  3,  1986)  THROUGH  DECEMBER  31,
                  1995 (UNAUDITED)

    PAGE 10- 28 - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31,
                  1995, 1994 AND 1993






















<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:

Century Technologies, Inc. and Subsidiaries
(A Development Stage Company)

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Century
Technologies, Inc. and Subsidiaries (a development stage company) as of December
31, 1995,  and the related  consolidated  statements of  operations,  changes in
stockholders'  equity or deficiency,  and cash flows for the year ended December
31, 1995. These consolidated  financial statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an  opinion  on the
consolidated financial statements based on our audit. The consolidated financial
statements of Century  Technologies,  Inc. and  Subsidiaries  as of December 31,
1994 and for the years ended  December 31, 1994 and 1993,  were audited by other
auditors whose opinion dated September 22, 1995 expressed an unqualified opinion
on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatements.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting  principles used and significant
estimates  made by management,  as well as evaluating  the overall  consolidated
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

As  discussed  in Notes 3, 6 and 11, the Company  filed a lawsuit to rescind the
agreements for the purchase and/or  licensing of feature films.  The Company has
determined  that the related  assets have been  impaired  and has  expensed  the
unamortized balances.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Century
Technologies, Inc. and Subsidiaries (a development stage company) as of December
31,  1995 and the  results of its  operations  and cash flows for the year ended
December 31, 1995 in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 of the
consolidated financial statements,  the Company has not yet commenced operations









<PAGE>



Century Technologies, Inc. and Subsidiaries
(A Development Stage Company)
Page Two

and does not have sufficient  liquid assets with which to pay expenses when they
arise,  which raises  substantial doubt about its ability to continue as a going
concern.  The consolidated  financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.


                                 WEINBERG, PERSHES & COMPANY, P.A.



Boca Raton, Florida
August 19, 1996
Except for Note 10 which
 is dated September 16, 1996




































<PAGE>
           CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED BALANCE SHEETS
                AS OF DECEMBER 31, 1995 AND 1994

                                     ASSETS
                                     ------
                                                       1995            1994
                                                   -----------      -----------

  Cash                                             $   131,801      $     3,925
  Advances to stockholders                                --              2,700
  Note receivable - related party                         --              3,583
  Furniture, fixtures and
   equipment, net                                        2,095           60,742
  Broadcast time                                          --            500,000
  Feature films and license rights                        --          5,386,200
  Deposits                                                --              1,000
                                                   -----------      -----------

    TOTAL ASSETS                                   $   133,896      $ 5,958,150
    ------------                                   ===========      ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY OR DEFICIENCY
               --------------------------------------------------

LIABILITIES
  Notes payable, stockholders                      $ 1,385,318      $ 1,815,000
  Accounts payable                                      63,164           33,301
  Accrued salaries and taxes -
   stockholders                                           --             63,990
  Accrued interest, stockholders                        23,000           10,469
                                                   -----------      -----------

    TOTAL LIABILITIES                                1,471,482        1,922,760
                                                   -----------      -----------
STOCKHOLDERS' EQUITY OR DEFICIENCY
  Preferred stock, no par value;
   10,000,000 shares authorized;
   1,763,334 and 2,763,334 issued
   and outstanding, respectively                     5,102,667        9,102,667
  Common stock, $.00001 par
   value; 200,000,000 shares
   authorized; 13,381,985 and
   6,019,485 issued and outstanding,
   respectively                                            135               59
  Capital in excess of par                           1,091,383             --
  (Deficit) accumulated during the
   development stage                                (7,531,771)      (5,067,336)
                                                   -----------      -----------
     TOTAL STOCKHOLDERS' EQUITY OR
      DEFICIENCY                                    (1,337,586)       4,035,390
                                                   -----------      -----------
    TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY OR
     DEFICIENCY                                    $   133,896      $ 5,958,150
     ----------                                    ===========      ===========

           See accompanying notes to consolidated financial statements
                                        3

<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   -------------------------------------------

                                                 
                                                                    Period from 
                                                                     Inception  
                                                                     (December 
                                                                      3, 1986) 
                                                                      Through  
                           For the Years Ended December 31,           December  
                       -----------------------------------------     31, 1995
                           1995           1994           1993       (Unaudited)
                       -----------    -----------    -----------    -----------

REVENUES               $      -       $     -        $     -        $      -
                       -----------    -----------    -----------    -----------
                      
EXPENSES:
 General and
  administrative           336,197        720,959        347,806      1,405,820
 Interest                   12,531         10,469        143,962        178,629
 Depreciation
  and
  amortization                 280            243             39            660
 Disposal of
  equipment                 60,462           --             --           60,462
 Writeoff of
  film library           5,886,200           --             --        5,886,200
                       -----------    -----------    -----------    -----------

  Total
   Expenses              6,295,670        731,671        491,807      7,531,771
                       -----------    -----------    -----------    -----------


NET (LOSS)             $(6,295,670)   $  (731,671)   $  (491,807)   $(7,531,771)
---------              ===========    ===========    ===========    ===========


NET LOSS
 PER COMMON
 SHARE                 $      (.78)   $      (.15)   $      (.16)
                       ===========    ===========    ===========

Weighted
 Average Number
 of Common
 Shares
 Outstanding           8,033,935      4,813,983      3,151,509
                       ===========    ===========    ===========

           See accompanying notes to consolidated financial statements

                                        4


<PAGE>

<TABLE>
<CAPTION>
                                       CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY OR DEFICIENCY
                                   FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                         ------------------------------------------------------------------------       

                                 PREFERRED STOCK           COMMON STOCK        
                             ---------------------- -----------------------    CAPITAL - IN    DEVELOPMENT 
                               SHARES      AMOUNT     SHARES       AMOUNT      EXCESS OF PAR      STAGE         TOTALS
                             --------- ----------- ----------    ----------   -------------  ------------   ------------
<S>                            <C>      <C>         <C>          <C>          <C>            <C>            <C>
Balances, Inception
 December 3, 1986                 -     $     -          -       $     -      $        -     $       -      $       -
Issuance of common stock for
 services, $.00001 per share      -           -     1,250,000            13            -             -                13
Net (loss) for period
 December 3, 1986 to
 December 31, 1986                -           -          -             -               -               (2)            (2)
                             --------- ----------- ----------    ----------   -------------  ------------   ------------

Balances, December 31, 1986       -           -     1,250,000            13            -               (2)            11
Net (loss) for the year ended
 December 31, 1987                -           -          -             -               -              (20)           (20)
                             --------- ----------- ----------    ----------   -------------  ------------   ------------

Balances, December 31, 1987       -           -     1,250,000            13            -              (22)            (9)
Net (loss) for the year
 ended December 31, 1988          -           -          -             -               -              (20)           (20)
                             --------- ----------- ----------    ----------   -------------  ------------   ------------

Balances, December 31, 1988       -           -     1,250,000            13            -              (42)           (29)
Net (loss) for the year ended
 December 31, 1989                -           -          -             -               -              (20)           (20)
                             --------- ----------- ----------    ----------   -------------  ------------   ------------
Balances, December 31, 1989       -           -     1,250,000            13            -              (62)           (49)

Net (loss) for the year
 ended December 31, 1990          -           -          -             -               -              (20)           (20)
                             --------- ----------- ----------    ----------   -------------  ------------   ------------

Balances, December 31, 1990       -           -     1,250,000            13            -              (82)           (69)
Issuance of common stock for
 services, $.00001 per share      -           -     6,250,000            62            -             -                62
Net (loss) for the year
 ended December 31, 1991          -           -          -             -               -             (191)          (191)
                             --------- ----------- ----------    ----------   -------------  ------------   ------------

Balances, December 31, 1991       -           -     7,500,000            75            -             (273)          (198)
Issuance of preferred stock
 for cable broadcast time,
 $2.80 per share             1,000,000   2,800,000       -             -               -             -         2,800,000
Net (loss) for the year
 ended December 31, 1992          -           -          -             -               -          (12,350)       (12,350)
Retroactive effect of
 contributed and retired
 common stock                     -           -    (4,500,000)          (45)             45          -              -
                             --------- ----------- ----------    ----------   -------------  ------------   ---------

Balances, December 31, 1992  1,000,000   2,800,000  3,000,000            30              45       (12,623)     2,787,452

Issuance of common stock
 for public relations
 services, $.32                   -           -       200,000             2          62,498          -            62,500
Issuance of common stock
 for $3.00 per share cash,
 net of offering costs of
 $6,200                           -           -         9,000         -              20,800          -            20,800
Issuance of common stock,
 $.10 per share cash              -           -            25         -                 250          -               250
Issuance of common stock for
 equipment and feature films,
 $3.00 per share                  -           -        36,000         -             108,000          -           108,000
Issuance of common stock for
 public relations services,
 $.75 per share                   -           -        50,000             1          37,499          -            37,500


















                               See accompanying notes to consolidated financial statements
</TABLE>
                                                            5



<PAGE>

<TABLE>
<CAPTION>
                                       CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY OR DEFICIENCY
                                   FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                         ------------------------------------------------------------------------       

                                 PREFERRED STOCK           COMMON STOCK        
                             ---------------------- -----------------------    CAPITAL - IN    DEVELOPMENT 
                               SHARES      AMOUNT     SHARES       AMOUNT      EXCESS OF PAR      STAGE         TOTALS
                             --------- ----------- ----------    ----------   -------------  ------------   ------------
<S>                            <C>      <C>         <C>          <C>          <C>            <C>            <C>
Issuance of common stock
 for consulting services,
 $.75 per share                   -    $      -        20,000    $     -      $      15,000  $       -      $     15,000
Issuance of common stock for
 directors' compensation,
 $.75 per share                   -           -       150,000             2         112,498          -           112,500
Issuance of common stock for
 officers' compensation,
 $.53 per share                   -           -        61,331          -             32,601          -            32,601
Issuance of common stock for
 consulting services,
 $.25 per share                   -           -         5,000          -              1,250          -             1,250
Issuance of common stock,
 stock, $1.00 per share cash      -           -         5,000          -              5,000          -             5,000
Issuance of preferred stock
 for feature films, $4.00
 per share                      50,000     151,000       -             -               -             -           151,000
Issuance of preferred stock
 for debt, $3.02 per share     713,334   2,151,667       -             -               -             -         2,151,667
Issuance of common stock
 for debt, $3.15 per share        -           -        30,000          -             94,598          -            94,598
Net (loss) for the year
 ended December 31, 1993          -           -          -             -               -         (491,807)      (491,807)
                            ---------- -----------  ---------    ----------   -------------  ------------   ------------

Balances - December 31, 1993 1,763,334   5,102,667  3,566,356            35         490,039      (504,430)     5,088,311

Contributed capital               -           -          -             -             60,000          -            60,000
Issuance of common stock for
 $.40 per share cash              -           -        12,500          -              5,000          -             5,000
Issuance of common stock for
 consulting services, $.25
 per share                        -           -       495,000             5         123,745          -           123,750
Issuance of common stock for
 directors' compensation,
 $.40 per share                   -           -         2,500          -              1,000          -             1,000
Issuance of common stock for
 directors' compensation,
 $.40 per share                   -           -        25,000          -             10,000          -            10,000
Issuance of common stock for
 $.23625 per share cash           -           -       800,000             8         188,992          -           189,000
Issuance of common stock for
 $1.00 per share cash             -           -         1,500          -              1,500          -             1,500
Issuance of common stock for
 $.75 per share cash              -           -         3,333          -              2,500          -             2,500
Issuance of common stock for
 legal services, $.35 per
 share                            -           -       205,000             2          71,748          -            71,750
Issuance of common stock for
 consulting services, $.20
 per share                        -           -       200,000             2          39,998          -            40,000
Issuance of common stock for
 promotional services, $.10
 per share                        -           -       195,000             2          19,498          -            19,500
Issuance of common stock for
 promotional services, $.10
 per share                        -           -       100,000             1           9,999          -            10,000






















                               See accompanying notes to consolidated financial statements
</TABLE>

                                                            6




<PAGE>

<TABLE>
<CAPTION>
                                       CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY OR DEFICIENCY
                                   FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                         ------------------------------------------------------------------------

                                 PREFERRED STOCK           COMMON STOCK        
                             ---------------------- -----------------------    CAPITAL - IN    DEVELOPMENT 
                               SHARES      AMOUNT     SHARES       AMOUNT      EXCESS OF PAR      STAGE         TOTALS
                             --------- ----------- ----------    ----------   -------------  ------------   ------------
<S>                            <C>      <C>         <C>          <C>          <C>            <C>            <C>
Issuance of common stock for
 promotional services, $.10
 per share                        -            -        25,000         -              2,500          -             2,500
Issuance of common stock for
 $.12375 per share                -            -       200,000            2          24,748          -            24,750
Issuance of preferred stock
 for feature films, $4.00
 per share                   1,000,000    4,000,000       -            -               -             -         4,000,000
Predecessor cost adjustment
 for acquisition of film
 rights                           -            -          -            -         (1,085,565)   (3,831,235)    (4,916,800)
Issuance of common stock for
 services, $.00007 per share
 cash                             -            -        15,000         -              1,500          -             1,500
Issuance of common stock for
 compensation, $.259905 per
 share                            -            -        73,296            1          19,049          -            19,050
Issuance of common stock for
 offering costs, $.1375 per
 share                            -            -       100,000            1          13,749          -            13,750
Net (loss) for the year
 ended December 31, 1994          -            -          -           -                -         (731,671)      (731,671)
                             --------- ------------ ----------   ----------   -------------  ------------   ------------

Balance, December 31, 1994   2,763,334    9,102,667  6,019,485           59            -       (5,067,336)     4,035,390

Issuance of common stock as
 incentive for note               -            -        37,500         -             37,500          -            37,500
Issuance of common stock for
 services - unrelated parties     -            -       600,000            7          62,005          -            62,012
          - related parties       -            -     2,550,000           26         101,974          -           102,000
Issuance of common stock for
 cash                             -            -     3,750,000           38         164,962          -           165,000
Issuance of stock to acquire
 interest in General
 Partnership                      -            -       400,000            4          15,996          -            16,000
Exercise of stock options
 at $.02 per share                -            -        25,000            1             499          -               500

Adjustment for licensing of
 film library               (1,000,000)  (4,000,000)     -             -            708,447     3,831,235        539,682

Net loss for the year
 ended December 31, 1995          -            -         -             -               -       (6,295,670)    (6,295,670)
                            ---------- ------------ ----------   ----------   -------------  ------------   ------------

BALANCE, DECEMBER 31, 1995   1,763,334 $  5,102,667 13,381,985   $      135   $   1,091,383  $ (7,531,771)  $ (1,337,586)
--------------------------  ========== ============ ==========   ==========   =============  ============   ============






























                               See accompanying notes to consolidated financial statements

</TABLE>
                                                            7



<PAGE>

<TABLE>
<CAPTION>
                                       CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                                              (A DEVELOPMENT STAGE COMPANY)
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
                                   ----------------------------------------------------

                                                                                                     Period from Inception
                                                                                                      (December 3, 1986)
                                                              For the Years Ended December 31,              Through
                                                                1995       1994        1993            December 31, 1995
                                                            -----------  ----------  ----------       ---------------------
                                                                                                          (Unaudited)

<S>                                                         <C>           <C>        <C>                <C>  
CASH FLOWS FROM OPERATING
 ACTIVITIES:
  Net (loss)                                                $(6,295,670) $ (731,671) $ (491,807)         $  (7,531,771)
  Adjustments to reconcile net (loss) to net cash provided
   by (used in) operations:
   Reduction of film library                                  5,886,200        -           -                 5,886,200
   Depreciation and amortization                                    280         243          39                    660
   Disposal of equipment                                         60,462        -           -                    60,462
   Stock issued for accrued interest                               -           -        140,000                140,000
   Debt issued for services                                        -           -         94,598                 94,598
   Stock issued for services                                    217,512     272,800     246,351                736,664
   Write-off of television pilot                                   -         30,500        -                    30,500
   Deferred acquisition costs                                      -         15,000        -                    15,000
  Changes in:
   Prepaid expenses                                                -         31,250     (31,250)                  -
   Deposits                                                       1,000        -         (1,000)                  -
   Accounts payable                                              29,857       3,826      44,067                 77,719
   Accrued salaries and taxes                                   (57,701)     60,893       3,097                  6,320
   Accrued interest                                              12,531       9,939         530                 34,666
                                                            -----------  ----------  ----------          -------------
     Cash Flows Provided by (Used in) Operating Activities     (145,529)   (307,220)      4,625               (448,982)
                                                            -----------  ----------  ----------          -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of TV pilot                                              -           -        (30,500)               (30,500)
 Purchase of property and equipment                              (2,095)     (2,553)       (470)                (5,118)
 Purchase of film rights                                        (45,000)     (2,000)       -                   (47,000)
                                                            -----------  ----------  ----------          -------------
   Cash Flows (Used In) Investing Activities                    (47,095)     (4,553)    (30,970)               (82,618)
                                                            -----------  ----------  ----------          -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Stockholder advances                                              -           (570)     (2,981)                (2,693)
 Proceeds from sale of common stock                             165,500     322,750      26,050                514,300
 Payments on notes payable, related party                          -         (3,814)    (25,155)               (28,969)
 Proceeds from notes payable, related party                     155,000        -         28,969                183,969
 Proceeds from note payable, stockholder                           -         15,000        -                    15,000
 Note receivable, related party                                    -        (18,206)       -                   (18,206)
                                                            -----------  ----------  ----------          -------------
   Cash Flows Provided by Financing Activities                  320,500     315,160      26,883                663,401
                                                            -----------  ----------  ----------          -------------

NET CHANGE IN CASH                                              127,876       3,387         538                131,801

CASH, beginning of period                                         3,925         538        -                      -
                                                            -----------  ----------  ----------          ----------

CASH, end of period                                         $   131,801  $    3,925  $     -             $     131,801
                                                            ===========  ==========  ==========          =============






























                               See accompanying notes to consolidated financial statements
</TABLE>
                                                            8


<PAGE>
                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
        FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 AND FOR THE
          PERIOD FROM INCEPTION (DECEMBER 3, 1986) THROUGH DECEMBER 31,
          -------------------------------------------------------------
                                1995 (UNAUDITED)
                                ----------------

SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES
----------------------------------------------------------------------

            During  1992,  the  Company  acquired  $2,000,000  of  feature  film
            licensing rights in exchange for a $2,000,000 note payable which was
            then  converted  to 713,334  shares of  preferred  stock in December
            1993.

            During 1992,  the Company  acquired  $4,000,000  of  broadcast  time
            valued at the  predecessors'  cost of  $2,800,000  for  issuance  of
            1,000,000 shares of convertible preferred stock.  Subsequently,  the
            Company  exchanged  $2,300,000  of broadcast  time for the licensing
            rights to 165 feature films.

            During 1993, the Company acquired five feature films for issuance of
            50,000 shares of preferred stock which have been valued at $151,000.

            In December  1993,  the Company  converted a note payable of $94,598
            for 30,000 shares of common stock.

            During 1993,  the Company  acquired video  production  equipment and
            feature films for 36,000 shares of common stock valued at $108,000.

            During 1993,  the Company  issued  20,000 shares of common stock for
            $15,000 of deferred acquisition costs.

            During 1994, the Company acquired a Spanish language film library of
            640 feature films valued at $883,200,  the predecessor  cost, from a
            stockholder  in  exchange  for  1,000,000  shares of $4  convertible
            preferred stock and a $1,800,000 note payable. In October 1995, this
            agreement was cancelled and a new agreement was entered in to.

            During 1994,  the Company  issued 100,000 shares of its common stock
            for $13,750 in connection with a cancelled public offering.

            During 1994, the Company paid $530 in interest.

            As of  December  31,  1995,  the Company has deemed the value of the
            feature  films,  the feature film license  rights and the  broadcast
            time  rights  to be  impaired  and  as a  result  has  expensed  the
            unamortized balance.

                                        9




<PAGE>
                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------

            Organization
            ------------

            Century Technologies, Inc. (a development stage company)
            (the Company) was incorporated under the laws of Colorado
            on December 3, 1986.  The Company is in the development
            stage as defined in Financial Accounting Standards Board
            Statement No. 7.  Since inception, activities have been
            limited to raising capital.

            In July 1993, the Company formed two wholly-owned
            subsidiaries.  World Gaming Network, Inc. and Century
            Productions.  As of December 31, 1995, there has been no
            significant activity by either subsidiary.

            In  early  1996,  the  Company  unilaterally  rescinded  all  of its
            contracts for its  acquisitions of broadcast time and feature films.
            Subsequently,  the  Company  filed a lawsuit  seeking a  declaratory
            judgement as to the Company's right to rescind these agreements (See
            Notes 3, 6 and 11).

            On November 9, 1995, the former  President and Secretary/  Treasurer
            resigned.

            Principles of Consolidation
            ---------------------------

            The  accompanying  consolidated  financial  statements  include  the
            accounts  of the  Company  and its  wholly-owned  subsidiaries.  All
            significant   intercompany   accounts  and  transactions  have  been
            eliminated.

            Income Taxes
            ------------

            Effective  January 1, 1993,  the Company  has adopted the  liability
            method of  accounting  for income  taxes  pursuant to  Statement  of
            Financial Accounting Standards No. 109. Under this method,  deferred
            income taxes are recorded to reflect the tax  consequences in future
            years of temporary  differences  between the tax basis of the assets
            and liabilities and their financial amounts at year-end. The Company
            provides a  valuation  allowance  to reduce  deferred  tax assets to
            their net realizable value. For financial reporting,  start-up costs
            are expensed as incurred;  for tax purposes they are capitalized and
            will  be   amortized   over  five  years  when   operations   begin.
            Amortization  of film license  rights is amortized by the individual
            
                                       10




<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDING DECEMBER 31, 1995, 1994 AND 1993
              -----------------------------------------------------


NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
----------------------------------------------------------------

            film  forecast  method  for  financial  statement  purposes  but  is
            amortized over 10 years on the straight-line basis for tax purposes.

            The Company is not in operation at this date. Therefore,  $7,500,000
            has been  capitalized,  had not been  deducted  for tax purposes and
            represents a deferred tax asset of  $2,550,000 at December 31, 1995.
            The Company is providing a valuation allowance in the full amount of
            the deferred tax asset since there is no assurance of future taxable
            income.

            Reclassification
            ----------------

            Certain amounts in the prior year consolidated  financial statements
            have been reclassified for comparative  purposes to conform with the
            current year.  These  reclassifications  had no effect on results of
            operations or accumulated deficit as previously reported.

            Feature Films and Feature Film License Rights
            ---------------------------------------------

            Amortization of feature films and feature film license rights (which
            have all been released) are computed on the individual-film-forecast
            method in the same ratio that current  years'  revenues will bear to
            anticipated  total  gross  revenues.  The  anticipated  total  gross
            revenues are estimated by management and will be reviewed quarterly,
            therefore,  revisions to  amortization  rates and write downs to net
            realizable value may occur.

            Property and Equipment
            ----------------------

            Property  and  equipment  are  recorded  at cost.  Depreciation  and
            amortization  expense is generally provided on a straight-line basis
            using  estimated  useful lives of 5-10 years for  equipment and 7-15
            years  for  leasehold  improvements.  Maintenance  and  repairs  are
            expensed  as   incurred;   major   renewals  and   betterments   are
            capitalized.  When  items  of  property  and  equipment  are sold or
            retired the related cost and  accumulated  depreciation  are removed
            from the accounts and any gain or loss is included in the results of
            operations.



                                       11



<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
----------------------------------------------------------------


            Loss Per Common Share
            ---------------------

            Loss per common share is computed by dividing net loss applicable to
            common  stock by the  weighted  average  number of common  stock and
            common stock equivalents  assumed outstanding during the period. The
            conversion  of preferred  stock,  warrants and common stock  options
            were  anti-dilutive  and were not included in the calculation of the
            weighted average common shares outstanding.


            Use of Estimates in the Preparation of
            --------------------------------------
            Consolidated Financial Statements
            ---------------------------------

            The preparation of consolidated  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 consolidated financial statements and
            revenues and expenses  during the reporting  period.  Actual results
            could differ from those estimates.

            Statement of Cash Flows
            -----------------------

            For purposes of this  statement,  the Company  considers  all highly
            liquid debt instruments purchased with an original maturity of three
            months or less to be cash equivalents.

            Significant Concentration of Credit Risk
            ----------------------------------------

            The Company has concentrated its credit risk for cash by maintaining
            deposits in banks located  within the same  geographic  region.  The
            maximum loss that would have resulted from risk totalled $60,000 and
            -0- for 1995 and 1994,  respectively,  for the excess of the deposit
            liabilities  reported by the bank over the  amounts  that would have
            been covered by federal insurance.



                                       12



<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE  2 - GOING CONCERN
-----------------------

            The  accompanying   consolidated   financial  statements  have  been
            prepared  on  a  going-concern   basis,   which   contemplates   the
            realization  of assets and the  satisfaction  of  liabilities in the
            normal  course  of  business.  The  Company  has not  yet  commenced
            operations,  has never  generated  revenue and has  minimal  cash to
            operate at  December  31,  1995.  The  Company's  continuation  as a
            going-concern  is dependent upon its ability to generate  sufficient
            cash  flow to meet its  obligations  on a timely  basis,  to  obtain
            financing  as may be  required,  and  ultimately  attain  profitable
            operations. The consolidated financial statements do not include any
            adjustments  relating to the  recoverability  and  classification of
            asset  amounts that might be necessary  should the Company be unable
            to continue as a going concern.

NOTE  3 - IMPAIRMENT OF FEATURE FILMS, FEATURE FILM LICENSE RIGHTS AND BROADCAST
--------------------------------------------------------------------------------
          TIME RIGHTS
          -----------

            On December 2, 1992,  the Company  acquired the rights to $4,000,000
            in broadcast time on Channel America, a national  television network
            formed by 93 low-power and full-power  affiliates  across the United
            States.  As  consideration  for the  transfer,  the  Company  issued
            1,000,000 shares of its preferred stock. The preferred stock is able
            to be  converted to common stock after two years at the then current
            market price, provided, however, that the conversion amount will not
            equal more than 7 1/2% of the issued and  outstanding  shares of the
            Company.  The  Company  can redeem the  preferred  stock at any time
            prior to conversion for $4,400,000.

            If the stock is not redeemed,  the preferred stockholder has a right
            to receive the first  $200,000 of net  earnings as a dividend and 5%
            of the net earnings per year  thereafter.  On October 22, 1994,  the
            parties agreed to extend the conversion  date of the preferred stock
            to March 31, 1996.  The value of the  broadcast  time and  preferred
            stock was recorded at $2,800,000 which approximates the transferor's
            historical   basis.  As  of  December  31,  1995,  the  Company  has
            determined  that the value of the  broadcast  time has been impaired
            and has expensed the remaining  unamortized balance (See Notes 6 and
            11).
                                       13




<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE  3 - IMPAIRMENT OF FEATURE FILMS, FEATURE FILM LICENSE RIGHTS AND BROADCAST
--------------------------------------------------------------------------------
          TIME RIGHTS (CONTINUED)
          -----------------------


            On December 2, 1992,  the Company  acquired  license  rights for 100
            feature  films.  The  license  period  was  for  10  years  for  the
            television  and home video  media.  The  license fee was $20,000 per
            film for total  consideration  of $2,000,000  payable on December 2,
            1994  with   interest   at  7%  per  year,   payable  at   maturity,
            collateralized  by the  film  license  rights.  This  agreement  was
            subsequently  divided into two separate  agreements and two separate
            notes of $1,000,000  each. On December 29, 1993,  the two $1,000,000
            notes plus accrued  interest of $151,667  were  converted to 713,334
            shares of its preferred  stock ($3.02 per share).  These shares were
            convertible  into common  stock at $3.00 per share after three years
            and were  callable  at any time.  Upon  conversion,  the note holder
            represented  to the Company  that one of the  $1,000,000  promissory
            notes was lost.  In fact,  in  February,  1993,  unbeknownst  to the
            Company,  the note holder  transferred all right, title and interest
            in one of the notes to a third party who filed a lawsuit against the
            Company for non payment on the note. The Company settled the lawsuit
            in 1996, by issuing the third party 356,667  shares of the Company's
            common stock and canceled  356,667 shares of  convertible  preferred
            stock.  As of December 31, 1995, the Company has determined that the
            value of the license  rights has been  impaired and has expensed the
            remaining unamortized balance (See Notes 6 and 11).

            On October 26,  1993,  the Company  acquired  title to five  feature
            films.  As  consideration,  the Company  issued 50,000 shares of its
            preferred  stock  valued at  $151,000 to the sole  shareholder  of a
            company that owned the Company's  preferred stock. These shares were
            convertible  into common  stock at $3.00 per share after three years
            and were callable at any time. As of December 31, 1995,  the Company
            has determined that the value of the films has been impaired and the
            Company has expensed the unamortized balance (See Notes 6 and 11).

            During  1993,  the  Company  acquired  two  feature  films and video
            production  equipment  for 36,000  shares of common  stock valued at
            $50,000 and $58,000,  respectively.  The Company has  abandoned  the
            equipment and has written off the two feature films. (See Notes 4, 6
            and 11).

                                       14




<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------



NOTE  3 - IMPAIRMENT OF FEATURE FILMS, FEATURE FILM LICENSE RIGHTS AND BROADCAST
--------------------------------------------------------------------------------
          TIME RIGHTS (CONTINUED)
          -----------------------
           

            On March 11,  1994,  the Company  entered into a letter of intent to
            form a general partnership (WSN) with an unrelated party (WBS) which
            was to  operate  and  distribute  a graphic  and text  sports  cable
            programming network. The Company finalized this agreement and agreed
            to  invest  $1,000,000  into  WSN and  loan  $2,000,000  to WSN with
            interest at 7.5% per annum due in five years. WBS agreed to sell its
            wire service software, hardware and technology to WSN for $1,000,000
            and 400,000  shares of the Company's  common  stock.  As part of the
            resignation of the former  president,  the former president  assumed
            the  Company's  general  partnership  interest  and all  liabilities
            related to this agreement and in 1996,  WSN returned  200,000 of the
            400,000 shares of the Company's common stock.

            On September 20, 1994, the Company  acquired the licensing rights to
            one feature  film for $2,000.  This  licensing  right has been fully
            amortized in 1995,  since no revenues have or will be generated (See
            Note 6).

            On October 22, 1994,  $2,300,000 in broadcast  time rights which the
            Company owned were  exchanged  for  licensing  rights to 165 feature
            films. The term of the license rights was 10 years.  During those 10
            years,  the  Company  had the  right to  unlimited  exhibitions  and
            reproductions  and could have assigned any and all rights  acquired.
            As of December 31, 1995, the Company has  determined  that the value
            of the film and  broadcast  time  rights has been  impaired  and has
            expensed the unamortized balance (See Notes 6 and 11).

            On  November  30,  1994 the  Company  purchased  a Spanish  language
            library of 640 feature films from a stockholder  of the Company.  As
            consideration,  the Company  issued a  $1,800,000  note  payable and
            issued  1,000,000  shares of the Company's  preferred  stock.  These
            






                                      15




<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE  3 - IMPAIRMENT OF FEATURE FILMS, FEATURE FILM LICENSE RIGHTS AND BROADCAST
--------------------------------------------------------------------------------
          TIME RIGHTS (CONTINUED)
          -----------------------

            feature  films were valued at $883,200  which was the  predecessor's
            cost. A predecessor  cost  adjustment  of $4,916,800  was charged to
            stockholders'  equity. On October 2, 1995, this agreement,  note and
            preferred  stock  were  cancelled  and the  Company  executed  a new
            agreement  calling for a down  payment of $200,000  and a balance of
            $1,600,000 to be paid over 10 years from the proceeds  received from
            the  exhibition  of the films.  The terms call for no interest to be
            charged. The Company has adjusted this stream of payments to its net
            present value using an 8.5% interest  rate. As of December 31, 1995,
            the  Company  has  determined  that the value of the films have been
            impaired and has expensed the cost (See Notes 6 and 11).

NOTE  4 - PROPERTY AND EQUIPMENT
--------------------------------

            Property and equipment consists of the following as of December 31:
  
                                    1995           1994
                                  ----------     -------

            Idle equipment        $     -        $   58,000
            Office furniture
             and equipment             2,095          2,753
            Leasehold improvements      -               270
                                  ----------     ----------
                                       2,095         61,023
            Less accumulated
             depreciation               -              (281)
                                  ----------     ----------

                                  $    2,095     $   60,742
                                  ==========     ==========


            In 1995, the Company expensed $60,462 of obsolete and idle equipment
            which  consisted  primarily of theater  projection  and film editing
            equipment.

            Depreciation  and  amortization was $280, $243 and $39 for the years
            ended December 31, 1995, 1994 and 1993, respectively.



                                       16


<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------

NOTE  5 - NOTES PAYABLE
-----------------------

            On  November  30,  1994,  the Company  purchased a Spanish  language
            library of 640 feature films. As  consideration,  the Company issued
            1,000,000 shares of $4 convertible  preferred stock and a $1,800,000
            note payable.  In October 1995,  the  agreement,  note and preferred
            stock were  cancelled and a new agreement was executed.  The Company
            paid a down payment of $45,000 and owed an  additional  down payment
            of $155,000 if within 60 days of the  execution of the agreement the
            licensee  received  proper  chain  of  title.  It is  the  Company's
            position that it has not been provided.  The total  consideration to
            be paid was $1,800,000  including the  down-payment.  The $1,600,000
            portion was to be paid from revenues  collected  over a period of 10
            years. This outstanding  balance has been reduced to its net present
            value using an interest  rate of 8.5%.  The  Company  considers  the
            films to be impaired and has expensed the unamortized balance.

            On December  21,  1994,  the Company  signed a  promissory  note for
            $15,000  from  one of  its  stockholders  payable  in 90  days  with
            interest  at 8% per  year.  This  note  was  assumed  by the  former
            president in October 1995.

            In 1995,  the Company  borrowed  $170,000 from various  stockholders
            payable within one year with interest at 8.5%.

NOTE  6 - RELATED PARTY TRANSACTIONS
------------------------------------
  
            During 1993,  a company  owned by the  majority  stockholder  of the
            Company (CP) made net advances  totalling $3,814 to the Company with
            interest of 10% per annum. Accrued interest was $530 at December 31,
            1993.  During 1994, the Company repaid the advances from CP and made
            non-interest  bearing advances totalling $18,206 to CP. During 1994,
            CP assumed  certain  liabilities of the Company  totalling  $14,623.
            During 1994, CP made advances in the amount of $18,789.

            During the period  December 1992 to March 1993,  the Company  leased
            office   space  from  a  former   officer   of  the   Company  on  a
            month-to-month  basis for $1,200 per month.  Rent expense was $3,600
            and  $1,200  for  the  years  ended  December  31,  1993  and  1992,
            respectively.

            On February 3, 1995, the Company  borrowed $2,500 from a stockholder
            under  a  promissory  note.  Repayment was to be made  within  three

                                       17




<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE  6 - RELATED PARTY TRANSACTIONS  (CONTINUED)
-------------------------------------------------

            months  from the date of the note  together  with  accrued  interest
            computed  at the  rate of 9% per  annum.  The  note  was  able to be
            converted,  at the option of the holder,  into restricted  preferred
            shares of the Company at the conversion rate of one restricted share
            for each $5.00 of unpaid principal and accrued interest. In 1995 the
            note was assumed by the former president of the Company.

            On March 3, 1995,  the  Company  issued one of its former  directors
            25,000  shares of its common stock as  compensation  for services to
            the Company valued at $25,000.

            On March 6,  1995,  the  Company  borrowed  $25,000  from one of its
            former directors under a promissory  note.  Repayment was to be made
            within three months from the date of the note, together with accrued
            interest  computed  at the  rate  of 8%  per  annum.  As  additional
            inducement  for the loan,  the  Company  issued  options  to acquire
            25,000  shares of its common  stock  exercisable  at $.02 per share.
            These options were exercised in 1995 and the note was assumed by the
            former president.

            In June and August 1995,  the Company  borrowed  $12,500 from one of
            its directors under three promissory notes. Repayment was to be made
            within three months from the date of the notes together with accrued
            interest  computed  at the  rate of 8% per  annum.  The  notes  were
            assumed by the former president.

            On September 29, 1995, the Company  issued a director  50,000 shares
            of  common  stock  for his three  years of  service  on the Board of
            Directors valued at $2,000.

            On September 29, 1995,  the Company  issued to the former  president
            1,500,000 shares of its common stock for services rendered valued at
            $60,000.

            On  October  27,  1995,  the  Company  authorized  the  issuance  of
            1,000,000  shares  of  common  stock  to the  current  president  in
            accordance with his employment agreement valued at $40,000.





                                       18




<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE  6 - RELATED PARTY TRANSACTIONS  (CONTINUED)
-------------------------------------------------

            On November 7, 1995, notes totalling $12,500 due to a former officer
            were converted to common stock at $1.00 per share.

            During the two month  period ended  December  31, 1995,  the Company
            leased  office space from the current  president of the Company on a
            month to month basis.

            On February 26, 1996, the Company  issued to an employee,  as called
            for in his  employment  agreement,  25,000  shares of the  Company's
            common stock valued at $.04 per share.


NOTE  7 - STOCKHOLDERS' EQUITY
------------------------------

            During  1993,  the Company sold six units (each unit  consisting  of
            1,500  shares  of  common  stock at $3.00  per  share) at a price of
            $4,500  per unit and  exchanged  24  units,  of which 22 units  were
            issued to the sole  stockholder of a company that owns the Company's
            preferred  stock.  The Company received net proceeds of $20,800 from
            the sale of the six units.

            During  1993,  the Company  sold 25 shares of its common  stock in a
            private sale and received $250.

            During 1993,  the Company  issued  255,000 shares of common stock in
            consideration for public relations and consulting services valued at
            $101,250.

            On January 12,  1993,  the Company  approved the  reacquisition  and
            retirement of 4,500,000 shares of its outstanding  common stock from
            











                                       19



<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE  7 - STOCKHOLDERS' EQUITY  (CONTINUED)
-------------------------------------------

            the majority  stockholder for no  consideration as a contribution to
            capital.  All  references  throughout  the  consolidated   financial
            statements,  including per share data give retroactive effect to the
            stock retirement.

            In December  1993,  the Company  issued  25,000 shares of its common
            stock to each of its six  directors  in  consideration  for services
            valued at $112,500.

            In December  1993,  the Company  issued  61,331 shares of its common
            stock to officers for services valued at $32,601.

            During  December  1993,  the  Company  converted  $98,598 in debt to
            30,000 shares of common stock. In January 1994, the Company received
            $60,000 from the stockholder as contributed capital.

            On December 31, 1993,  the Company sold 5,000 shares of common stock
            for $5,000.

            During 1994, the Company issued options to acquire 150,000 shares of
            its  common  stock to an  officer/  stockholder.  The  options  were
            exercisable at 85% of the fair market value of the stock on the date
            of  grant  or  $.20  per  share  through  May  1997.  As part of the
            officer's terminations, these options were cancelled.

            In January 1994, the Company sold 12,500 shares of common stock in a
            private sale and received $5,000.

            On  February  16,  1994,  the  Company  granted  options to purchase
            400,000  shares  of  its  common  stock  to an  unrelated  financial
            consultant  as  compensation  for future  services.  The options are
            exercisable  at the option of the holder over a period of five years
            at $.625  per  share  at any  time  between  February  16,  1994 and
            February 16, 1999 in blocks of 50,000  shares.  No options have been
            exercised to date.

            In February  1994,  the Company  issued  2,500  shares of its common
            stock to an employee as additional compensation.




                                       20




<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE  7 - STOCKHOLDERS' EQUITY  (CONTINUED)
-------------------------------------------

            The  Company  also  granted  the  employee  options to  purchase  an
            additional  2,500 shares of its common stock at $.10 per share which
            are  exercisable  after 30 days of  employment.  As of December  31,
            1995, these options have expired.

            In April 1994,  the Company  entered into a  subscription  agreement
            with an entity to issue  1,000,000  shares of its common stock for a
            $250,000 note receivable  ($.25 per share) with payment due July 14,
            1994, and collateralized by the Company's common stock. During 1994,
            the Company  adjusted the purchase price of the stock and received a
            total  of  $213,750,  net of  offering  costs of  $13,750,  from the
            subscription  agreement  and  issued  496,000  shares of its  common
            stock.

            In June 1994,  the Company  issued 25,000 shares of its common stock
            valued at $10,000 to one of the former directors as compensation for
            their services.

            In September  and October 1994,  the Company sold 229,833  shares of
            its common stock and received $46,500.

            In September  1994,  the Company issued 205,000 shares of its common
            stock for consulting services.

            In November  1994,  the Company  issued  15,000 shares of its common
            stock to a  stockholder  for the  services  rendered  on the private
            placement.

            In December  1994,  the Company  issued 200,000 shares of its common
            stock for $15,250 in consulting services.

            On June 26,  1995,  the  Company  entered  into a  public  relations
            agreement  with a public  relations  firm  whereby  the  firm  would
            provide  marketing and promotional  services in exchange for 550,000
            shares of the  Company's  common  stock,  valued at $.10 per  share.
            Contingent  upon  financing  being  acquired  by  the  Company,  the
            agreement will be on a cash basis of $10,000 per month for the first
            year and an  automatic  renewal  for two years at $15,000 per month.
            This agreement was cancelled in late 1995.


                                       21




<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE  7 - STOCKHOLDERS' EQUITY  (CONTINUED)
-------------------------------------------

            On August 30, 1995, the Company sold 2,250,000  shares of its common
            stock in a private sale at $.04 per share for a total of $90,000 for
            the purpose of the  acquisition of WSN and working capital (See Note
            3).

            On October 11, 1995, the Company sold 1,500,000 shares of its common
            stock under a  Regulation  S filing at $.05 per share for a total of
            $75,000.

            On October 16, 1995, the Company issued 400,000 shares of its common
            stock as part of the  agreement  with WSN  relating  to the  general
            partnership.  In November  1995,  the  Company's  investment  in the
            general  partnership was transferred to the former  President and in
            1996 WSN returned 200,000 shares.  The stock was recorded at a value
            of $16,000 (See Note 3).

            On  November  7,  1995,  the  Company  issued  50,000  shares of the
            Company's  common  stock  to a  consultant  in lieu of  payment  for
            services valued at $7,013.


                     STOCK OPTIONS ISSUED BUT UNEXERCISED
                     ------------------------------------

            NUMBER OF SHARES     EXPIRATION DATE     EXERCISE PRICE
            ----------------     ---------------     --------------

              400,000            February  14, 1999         .62
               50,000            December  20, 2000         .25
               50,000            December  20, 2001         .50
               50,000            December  20, 2002         .75
               50,000            December  20, 2003        1.00
               50,000            December  20, 2004        1.25
              100,000            January    2, 2001         .30
              500,000            January    1, 2001         .15
              500,000            January    1, 2002         .20
              500,000            January    1, 2003         .25
            1,000,000            January    1, 2004         .30
            1,000,000            January    1, 2005         .50
          ----------------

            4,250,000
          ================

                                       22


<PAGE>



                 CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                        (A DEVELOPMENT STAGE COMPANY)
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
             ----------------------------------------------------




NOTE  8 - STOCK OPTION PLANS
----------------------------

            1992 Incentive Stock Option Plan
            --------------------------------

            During  1992,  the Board of  Directors  adopted the "1992  Incentive
            Stock Option Plan" reserving  500,000 shares of the Company's common
            stock for said plan. It is a qualified plan under Section 422 of the
            Internal Revenue Code of 1986, as amended.

            The purchase price of each share of common stock placed under option
            shall not be less than 100% of the fair market value on the date the
            option is  granted  unless  the  optionee  owns more than 10% of the
            voting stock of the Company,  then the purchase  price shall be 110%
            of the fair market  value.  The option period shall not be more than
            10 years (five years for 10% stock  holders)  from the date of grant
            and will expire one year from the date of optionee's termination. To
            date, no options have been granted.

            The Board of  Directors  further  adopted  the "1992 Non-  Statutory
            Stock  Option  Plan"  reserving  1,000,000  shares of the  Company's
            common stock which shall not be a qualified  plan under the Internal
            Revenue Code of 1986, as amended.

            The purchase price of each share of common stock placed under option
            shall be not less than 100% of the fair market value on the date the
            option is granted. The option period shall not be more than 10 years
            from the date of grant  and will  expire  one year  from the date of
            optionee's termination. To date, no options have been granted.













                                       23



<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE  9 - EMPLOYEE STOCK COMPENSATION PLAN
------------------------------------------

            The Board of  Directors  elected  to adopt the 1994  Employee  Stock
            Compensation  (ESC) Plan  effective  September  12, 1994.  The board
            authorized  the  issuance of  1,000,000  shares of $.00001 par value
            common stock issuable upon awards under the ESC Plan and such number
            of shares is to be formally  reserved solely for the purpose of this
            plan.  500,000  of  these  shares  are to be  registered  under  the
            Securities  Act of 1993, as amended,  under cover of a  registration
            statement on Form S-8.  During  September and October 1994,  205,000
            shares  were  issued to an  attorney  for legal fees of $71,750  and
            295,000 shares were issued for $29,500 in consulting services.


NOTE 10 - COMMITMENTS
---------------------

            During 1993,  the Company  entered into a license  agreement with an
            unrelated entity whereby the entity obtained the exclusive right and
            license under copyright to duplicate,  manufacture, market, promote,
            sell and exploit at its sole discretion all forms of videograms from
            the Company's film library for home use in English and Spanish.  The
            territory  consisted  of the  United  States  of  America,  all U.S.
            Military  installations  around the world and Mexico for a period of
            ten years.  The Company was  entitled  to receive  royalties  on the
            amount  of 15% and 10% of gross  receipts  derived  from the sale of
            video  devices  with a  suggested  retail  price at or below $20 and
            gross receipts from video devices with a suggested retail value over
            $20,  respectively.  The  Company  was  entitled to 20% of any gross
            receipts  received  by FRE from the sale and  distribution  by third
            party sub license  agreements.  This  agreement  has been  cancelled
            under the  rescission  of the  agreement  regarding the film library
            (See Note 3).

            On January 26, 1994,  the Company  entered into an agreement with an
            unrelated  consultant whereby consultant is to provide marketing and
            promotional   services  for  the  Company  to  assist  in  obtaining
            financing for the acquisition of a casino. During 1994, a consultant
            was paid approximately $50,000 and the agreement was terminated.


                                       24




<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------

NOTE 10 - COMMITMENTS  (CONTINUED)

            On  January  3,  1994,  the  Company   entered  into  an  employment
            agreements  with its former  president  and former  vice  president/
            secretary/  treasurer  for a period  of five  years.  In  1994,  the
            Company  issued  73,296  shares  of its  common  stock  to the  vice
            president/secretary/  treasurer  for  $19,050 of accrued  salary and
            accrued  $48,775 for the president  for the year ended  December 31,
            1994. As of December 31, 1995,  there was no compensation or amounts
            owed to the former officers.

            On  October  27,  1995,  the  Company  entered  into  an  employment
            agreement with its CEO/current president. The agreement calls for an
            annual  salary of $100,000 plus 20% of net after tax earnings of the
            Company. As part of this agreement, the Company issued the executive
            1,000,000  shares of the common stock of the Company.  As additional
            compensation,   the   president   has  been  granted  stock  options
            totalling,  3,500,000 shares at exercise prices ranging from $.15 to
            $.50 to be exercised at a specific amount each year.

            The Company  leased  office space from an  unrelated  entity under a
            month-to-month  operating lease for $857 per month. Rent expense was
            $6,207 and $8,458 for the years  ended  December  31,  1995 and 1994
            respectively.  The Company  moved its  operations  to  California in
            November 1995 and the lease was terminated.

            On February  21,  1996,  the Company was  informed  that an informal
            inquiry of the Company and certain  transactions  had been initiated
            by  the  Enforcement  Branch  of  the  United  States Securities and



















                                       25


<PAGE>



                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE 10 - COMMITMENTS  (CONTINUED)
----------------------------------

            and Exchange  Commission.  The Company has  supplied the  Commission
            with all  documents as requested.  The Company's  Board of Directors
            have  authorized  and  instructed  management  to  comply  with  the
            requests of the Commission which the Company has done.

            On September  13,  1996,  the staff of the  Securities  and Exchange
            Commission  notified the Company  that the  Division of  Enforcement
            intended  to  recommend  that the  Commission  institute a cease and
            desist  order  against the  Company  based on  allegations  that the
            Company  violated  various  sections  of the  Securities  laws.  The
            concerns of the Securities  and Exchange  Commission  are with prior
            management.


NOTE 11 - LITIGATION
--------------------

            On  August  19,  1996,  the  Company  filed a  lawsuit  against  two
            companies and an individual  related to the two companies  regarding
            the Company's acquisition and licensing of certain feature films and
            acquisition of broadcast time rights. The Company's position is that
            it was  fraudulently  induced to enter  into  various  purchase  and
            licensing  agreements  for certain  feature films and broadcast time
            rights by the two companies and  individual by falsely  representing
            and  warranting  to the Company  that they owned the media rights to
            the feature films and all broadcast  time rights under the contracts
            and the  authority to license the media rights  and/or convey title,
            to  such  films  and  sell  the  broadcast  time  rights.  It is the
            Company's  position that the defendants did not own the media rights
            and/or title to the films and broadcast time rights and did not have
            the  authority  to  license or sell the  rights  conveyed  under the
            agreements. As part of the various agreements, the defendants agreed
            to  deliver   documentation   to  the  Company  which   demonstrates
            transferors'  ownership  interest.  The  Company  asserts  that  the
            defendants   not  only  failed  to  provide  the  Company  with  the
            documentation, but never intended to provide such documentation.





                                       26





<PAGE>


                   CENTURY TECHNOLOGIES, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
              ----------------------------------------------------


NOTE 12 - DEFERRED ACQUISITION COSTS
------------------------------------

            During  November 1993, the Company entered into an agreement with an
            unrelated  investment  banking  firm  (IBF)  whereby  IBF  agreed to
            provide  the  company  with  consulting  services  in the  areas  of
            mergers,  acquisitions,  divestitures,  joint  ventures  and private
            placement  financing.  IBF was to  receive  a fee of 5% of the total
            amount of cash financing it obtains for the Company.  If the funding
            obtained is other than cash,  IBF was to receive common stock of the
            Company equal to 15% of the value of the transaction.

            During the year ended December 31, 1993 and 1994, the Company issued
            20,000 and 495,000 shares of its common stock to IBF for $15,000 and
            $123,750,  respectively,  as advances for services.  The cost of the
            services were capitalized as deferred  acquisition  costs. Since IBF
            was unable to locate equity financing or merger candidates, $138,750
            was charged to operations in 1994.


NOTE 13 - SUBSEQUENT EVENT
--------------------------

            On June 4, 1996, the Company signed a letter of intent with Affinity
            Entertainment,  Inc.  to  allow  Affinity  to  purchase  a  majority
            interest  in the  Company.  The  percentage  of  ownership  will  be
            determined  upon  the  completion  of  Affinity   Entertainment  due
            diligence procedures.  In addition,  Affinity will provide unsecured
            loans  or  capital  necessary  to  allow  the  continuation  of  the
            Company's  operations.  As of the date of this report,  Affinity has
            advanced $225,000.