<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

(Mark one)
[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended December 31, 2000

                                       OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934.

For the transition period from              to
                               -------------   -------------

Commission file number  0-9607
                        ------

                            CENTRUM INDUSTRIES, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                   34-1654011
--------------------------------------------------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

     441 East Main Street, Corry, PA                      16407
     -------------------------------                      -----
(Address of principal executive offices)                (Zip code)


                                 (814) 665-5042
                                 --------------
              (Registrant's telephone number, including area code)


         (Former name, former address and former fiscal year, if changed
                               since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes     . No  X  .
   -----    -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

     CLASS                                       OUTSTANDING at January 31, 2001
--------------------------------------------------------------------------------
Common Stock - $.05 Par Value                             8,586,001







                                       1


<PAGE>   2



                            CENTRUM INDUSTRIES, INC.

                                      INDEX

<TABLE>
<CAPTION>

                                                                                      Page

<S>                                                                                   <C>
COVER                                                                                   1

INDEX                                                                                   2

PART   I  -   FINANCIAL INFORMATION

         ITEM 1:  Financial Statements

                  Condensed Consolidated Balance Sheet as
                  of December 31, 2000 and March 31, 2000.                              3

                  Condensed Consolidated Statement of
                  Operations for the three month and nine month
                  periods ended December 31, 2000 and 1999.                             4

                  Condensed Consolidated Statement of
                  Cash Flows for the nine month periods
                  ended December 31, 2000 and 1999.                                     5

                  Notes to Condensed Consolidated
                  Financial Statements                                                  6

         ITEM 2:  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                         9


PART II   -   OTHER INFORMATION

         ITEM 1:  Legal Proceedings                                                    14

         ITEM 2:  Changes in Securities                                                14

         ITEM 4:  Submission of Matters to a Vote of Security Holders                  14

         ITEM 6:  Exhibits and Reports on Form 8-K                                     14



SIGNATURES                                                                             15
</TABLE>









                                       2


<PAGE>   3


CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET   (UNAUDITED)
--------------------------------------------------------------------------------
IN THOUSANDS, EXCEPT FOR SHARE DATA

<TABLE>
<CAPTION>

                                                                                DECEMBER 31,         MARCH 31,
                                                                                   2000                2000

<S>                                                                             <C>                 <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                    $      -              $      7
   Accounts receivable, less allowance for doubtful
    accounts of $113 and $60, respectively                                         6,487                 8,219
   Inventories, net                                                               10,205                 9,147
   Net assets held for sale                                                           83                 1,371
   Prepaid expenses and other                                                        210                   180
                                                                                --------              --------
      Total current assets                                                        16,985                18,924
Property, plant and equipment, net                                                15,649                16,685
Other assets                                                                         671                   848
                                                                                --------              --------
      Total assets                                                              $ 33,305              $ 36,457
                                                                                ========              ========


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
   Bank lines of credit                                                         $ 10,127              $ 11,114
   Current portion of long-term debt                                               1,874                15,553
   Accounts payable                                                                7,988                 8,975
   Accrued expenses and other                                                      3,931                 2,894
   Liability for disposal of segment                                               3,710                 3,967
                                                                                --------              --------
      Total current liabilities                                                   27,630                42,503
                                                                                --------              --------
Long-term debt, less current portion                                              15,384                 1,660
                                                                                --------              --------
Other liabilities                                                                     30                   441
                                                                                --------              --------

Shareholders' equity:
   Preferred stock - $.05 par value, 1,000,000 shares authorized, 70,000
    issued and outstanding (liquidation preference of $10 per share)                   4                     4
   Common stock - $.05 par value, 45,000,000 shares
    authorized, 8,586,001 issued and
    outstanding at December 31, and March 31, 2000                                   424                   424
   Additional paid-in capital                                                      8,104                 8,104
   Retained deficit                                                              (18,271)              (16,679)
                                                                                --------              --------
      Total shareholders' equity                                                  (9,739)               (8,147)
                                                                                --------              --------
      Total liabilities and shareholders' equity                                $ 33,305              $ 36,457
                                                                                ========              ========

</TABLE>




                                       3

<PAGE>   4


CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------
IN THOUSANDS, EXCEPT FOR SHARE DATA

<TABLE>
<CAPTION>

                                                                   FOR THE THREE MONTHS ENDED        FOR THE NINE MONTHS ENDED
                                                                          DECEMBER 31,                       DECEMBER 31,
                                                                    2000               1999            2000               1999


<S>                                                                <C>            <C>                <C>            <C>
Net sales                                                          $    11,136    $    10,654         $    34,194    $    33,428
Cost and expenses:
  Cost of goods sold                                                     9,511          8,740              27,564         26,719
  Depreciation                                                             533            456               1,521          1,364
                                                                   -----------    -----------         -----------    -----------
  Gross margin                                                           1,092          1,458               5,109          5,345

  Selling, general and administrative expenses                           1,245          1,498               3,932          4,532
                                                                   -----------    -----------         -----------    -----------

Operating income                                                          (153)           (40)              1,177            813
                                                                   -----------    -----------         -----------    -----------
Other (income) expense:
  Interest expense                                                         815            681               2,380          1,896
  Other                                                                     (2)           (15)                 (8)           (21)
                                                                   -----------    -----------         -----------    -----------
    Total other expense, net                                               813            666               2,372          1,875


Loss from continuing operations before income taxes                       (966)          (706)             (1,195)        (1,062)

Provision for income taxes (benefit)                                         -           (604)                 16           (689)
                                                                   -----------    -----------         -----------    -----------

Net loss from continuing operations                                       (966)          (102)             (1,211)          (373)

Discontinued Operations:
  Loss from operations of discontinued segments                              -           (810)                  -           (375)

  Loss on disposal of segments                                               -              -                   -              -
                                                                   -----------    -----------         -----------    -----------

Loss before extraordinary item                                            (966)          (912)             (1,211)          (748)

Extraordinary item, net of income taxes                                      -              -                (381)             -
                                                                   -----------    -----------         -----------    -----------

Net loss                                                           $      (966)   $      (912)        $    (1,592)   $      (748)
                                                                   ===========    ===========         ===========    ===========

Basic loss per common share:
Continuing operations                                              $     (0.11)   $     (0.01)        $     (0.14)   $     (0.04)
                                                                   ===========    ===========         ===========    ===========
Discontinued operations                                            $         -    $     (0.10)        $         -    $     (0.04)
                                                                   ===========    ===========         ===========    ===========
Extraordinary item                                                 $         -    $         -         $     (0.04)   $         -
                                                                   ===========    ===========         ===========    ===========
Net loss                                                           $     (0.11)   $     (0.11)        $     (0.18)   $     (0.08)
                                                                   ===========    ===========         ===========    ===========

Diluted loss per common share:
Continuing operations                                              $     (0.11)   $     (0.01)        $     (0.14)   $     (0.04)
                                                                   ===========    ===========         ===========    ===========
Discontinued operations                                            $         -    $     (0.10)        $         -    $     (0.04)
                                                                   ===========    ===========         ===========    ===========
Extraordinary item                                                 $         -    $         -         $     (0.04)   $         -
                                                                   ===========    ===========         ===========    ===========
Net loss                                                           $     (0.11)   $     (0.11)        $     (0.18)   $     (0.08)
                                                                   ===========    ===========         ===========    ===========

Weighted average number of basic common shares                       8,586,001      8,486,001           8,521,637      8,486,001
                                                                   ===========    ===========         ===========    ===========

Weighted average number of diluted common shares                     8,586,001      8,486,001           8,521,637      8,486,001
                                                                   ===========    ===========         ===========    ===========

</TABLE>


                                       4




<PAGE>   5




CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF CASH FLOWS  (UNAUDITED)
--------------------------------------------------------------------------------
IN THOUSANDS

<TABLE>
<CAPTION>
                                                                                        FOR THE NINE MONTHS ENDED
                                                                                               DECEMBER 31
                                                                                         2000             1999

<S>                                                                                     <C>            <C>
Cash flows from operating activities:
  Net loss from continuing operations                                                     $ (1,592)     $   (373)
  Adjustments to reconcile net income to
   net cash provided by (used for) operating activities:
     Depreciation                                                                            1,521         1,364
     Amortization of debt premium and issue costs                                              588           187
     Changes in assets and liabilities that provided
     (used) operating cash
        Accounts receivable                                                                  1,732        (1,857)
        Inventories                                                                         (1,058)        1,294
        Accounts payable                                                                      (987)         (391)
        Prepaid expenses, accrued expenses and other                                           821        (1,158)
                                                                                          --------      --------
Net cash provided (used) by operating activities                                             1,025          (934)
Net cash flows used by discontinued operations                                                (439)         (823)


Cash flows from investing activities:
  Purchase of property and equipment                                                          (420)         (528)
  Proceeds from sale of Micafil net assets                                                   1,355             -
                                                                                          --------      --------
          Net cash provided (used) for investing activities                                    935          (528)
                                                                                          --------      --------

Cash flows from financing activities:
  Net change in bank lines of credit                                                          (987)        3,183
  Debt issue & extinguishment costs                                                           (546)          (92)
  Proceeds from the issuance of debt                                                        12,536           112
  Proceeds from capital leases                                                                   -            55
  Repayments of term debt                                                                  (12,581)       (1,435)
                                                                                          --------      --------
          Net cash (used) provided by financing activities                                  (1,578)        1,823
                                                                                          --------      --------

Decrease in cash and cash equivalents                                                          (57)         (462)
Cash and cash equivalents at beginning of year                                                  57           504
                                                                                          --------      --------
Cash and cash equivalents at end of period                                                       -            42

Less cash at discontinued operations                                                             -            42
                                                                                          --------      --------
Cash and cash equivalents at end of period, net of
discontinued operations                                                                   $      -      $      -
                                                                                          ========      ========
</TABLE>




                                       5

<PAGE>   6






                            CENTRUM INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE A: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting principally of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the results of operations for the three and nine month periods
ended December 31, 2000 and 1999. Accounting policies followed by the Company
are described in Note 1 to the financial statements in its Annual Report on Form
10-K for the fiscal year ended March 31, 2000.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The condensed consolidated financial statements
should be read in conjunction with the financial statements, including notes
thereto, contained in the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 2000.

The results of operations for the three and nine month periods ended December
31, 2000, are not necessarily indicative of the results to be expected for the
full year. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

Certain amounts within the previous year's financial statements have been
reclassified in order to be consistent with the current year presentation. In
this document, years reflect the fiscal year ended March 31, unless otherwise
noted.

BASIS OF FINANCIAL STATEMENTS

During fiscal 2000, a plan was adopted to cease operations in the material
handling segment. Accordingly, a net liability for closure of the discontinued
segment has been recorded and the related operating results have been classified
as discontinued operations in the Consolidated Financial Statements for all
periods presented. As a part of its liquidity plan, Centrum initiated the
disposal of certain non-core operations. As a result, the operations which
comprise the motor production segment were sold during the first quarter of
fiscal 2001. Continuing Operations now consist of Centrum and the metal forming
segment.


NOTE B: COMPOSITION OF CERTAIN BALANCE SHEET ACCOUNTS (in 000's)

Inventories consist of the following:

<TABLE>
<CAPTION>

                                                                            December 31, 2000        March 31, 2000
                                                                            -----------------        --------------

<S>                                                                         <C>                      <C>
Raw Materials                                                                  $      4,580            $     4,636
Work in Progress                                                                      4,824                  3,618
Finished Goods                                                                          801                    893
                                                                               ------------            -----------
Total Inventories                                                              $     10,205            $     9,147
                                                                               ============            ===========

Other assets consist of the following:

<CAPTION>

                                                                            December 31, 2000        March 31, 2000
                                                                            -----------------        --------------
<S>                                                                         <C>                      <C>
Debt Issuance Costs and Intangibles, less
accumulated amortization of $74 and
$143, respectively                                                             $        298            $       421
Other Assets                                                                            373                    427
                                                                               ------------            -----------
Total Other Assets                                                             $        671            $       848
                                                                               ============            ===========

</TABLE>





                                       6



<PAGE>   7




NOTE C: DISCONTINUED OPERATIONS

During fiscal 2000, the Company committed to a plan to liquidate its Material
Handling Segment, which included American Handling, Inc. (AHI) and Northern
Steel Company (Northern) and sell the Motor Production Segment (Micafil).
Accordingly, these companies are presented as discontinued operations. The
following presents summarized financial information.

<TABLE>
<CAPTION>

                                                                                Material Handling Segment
                                                                                -------------------------

                                                                   For the 3 months ended      For the 9 months ended
                                                                         December 31                 December 31

                                                                    2000          1999           2000           1999
                                                                    ----          ----           ----           ----
<S>                                                                <C>        <C>               <C>           <C>
Loss from operations of
   discontinued segments                                           $     -    $  (622)          $    -        $  (68)
Loss on disposal of segments                                             -          -                -             -

<CAPTION>
           As of:                                             December 31, 2000        March 31, 2000
                                                              -----------------        --------------
<S>                                                           <C>                      <C>
           Accounts Receivable, less
           allowance for doubtful accounts                       $        45             $       934
           Inventories                                                     -                      45
                                                                 -----------             -----------
           Total Assets                                                   45                     979

           Accounts Payable                                            3,257                   3,906
           Accrued expenses and other                                    363                     905
                                                                 -----------             -----------
           Total Current Liabilities                                   3,620                   4,811

           Other Liabilities                                             135                     135
                                                                 -----------             -----------

           Total Liabilities                                           3,755                   4,946
                                                                 -----------             -----------

           Net Assets of discontinued operations                 $    (3,710)            $    (3,967)
                                                                 ===========             ===========
</TABLE>


Cash exit costs related to the material handling segment were accrued as of
March 31, 2000.

The following table summarizes the activity related to this accrual during the
nine month period ended December 31, 2000.

<TABLE>
<CAPTION>

                                                              Accrued
                             Accrued         Accrued         Severance
                            Legal Fees    Miscellaneous     and Payroll    Total

<S>                       <C>            <C>               <C>         <C>
Balance as of:
  March 31, 2000           $   250        $   215           $   440     $   905

  Less: Cash outlays            84             84               375         543

                          -----------------------------------------------------
  December 31, 2000        $   166        $   131           $    65     $   362
                          =====================================================

</TABLE>



The legal and miscellaneous fees were accrued based upon management's estimate
of probable costs to be incurred. The payroll and severance costs are related to
specific employees of the material handling segment. Management anticipates that
the balance of the accruals remaining as of December 31, 2000 will be expended
within the next five fiscal years.









                                       7



<PAGE>   8


The sale of the Motor Production Segment business was completed on June 15,
2000.



<TABLE>
<CAPTION>

                                                                                Motor Production Segment
                                                                                ------------------------

                                                                   For the 3 months ended      For the 9 months ended
                                                                         December 31                 December 31

                                                                    2000          1999           2000           1999
                                                                    ----          ----           ----           ----
<S>                                                                <C>        <C>               <C>           <C>
Loss from operations of
   discontinued segments                                           $     -    $  (188)          $    -        $ (307)
Loss on disposal of segments                                             -          -                -             -


<CAPTION>
           As of:                                             December 31, 2000        March 31, 2000
                                                              -----------------        --------------
<S>                                                           <C>                      <C>
           Cash                                                            -                      50
           Accounts Receivable, less
           allowance for doubtful accounts                       $         -             $       367
           Inventories                                                     -                   1,146
           Prepaid expenses                                                -                       8
                                                                 -----------             -----------
           Total Current Assets                                            -                   1,571

           Equipment, net                                                 89                     275
           Other assets                                                    -                      56
                                                                 -----------             -----------

           Total Assets                                                   89                   1,902

           Accounts Payable                                                6                     281
           Accrued expenses and other                                      -                     250
                                                                 -----------             -----------
           Total Current Liabilities                                       6                     531

           Other Liabilities                                               -                       -
                                                                 -----------             -----------

           Total Liabilities                                               6                     531
                                                                 -----------             -----------

           Net Assets of discontinued operations                 $        83             $     1,371
                                                                 ===========             ===========
</TABLE>








                                       8


<PAGE>   9



NOTE D:  EXTRAORDINARY ITEM

On July 13, 2000, the senior credit facility was paid in full and refinanced
with a new senior lender. The extinguishment of this debt resulted in a charge
of $381,000 which was due primarily to the write-off of debt issue costs
relating to the prior senior facility.


NOTE E: INCOME PER COMMON AND COMMON EQUIVALENT SHARE

Net income used in the diluted earnings per share calculation is the same as net
income used in the basic earnings per share calculation for the three and nine
month periods ended December 31, 2000 and 1999. In addition, approximately 3.9
and 4.1 million options and warrants were outstanding during the current and
prior year, respectively. For the three and nine month period endings December
31, 2000 and 1999 no options and warrants were included in the computation of
diluted earnings per share as the effects of converting the options and warrants
would be antidilutive.


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

This Report contains statements which constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. (As
used herein, "Centrum" refers to Centrum Industries, Inc. and the "Company"
refers to Centrum Industries, Inc. and its consolidated subsidiaries.) These
statements appear in a number of places, including Item 2. "Management's
Discussion and Analysis of Financial Condition and Results of Operations". Such
statements can be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "estimates", "will", "should", "plans",
"opinions", "feels", "intends", or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy. Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and may involve significant risks and
uncertainties, and that actual results may vary materially from those in the
forward-looking statements as a result of various factors. These factors include
the ability of management to negotiate a resolution of the default under
Centrum's institutional subordinated debt agreement, and certain indebtedness
with individual unsecured noteholders, the effectiveness of management's
strategies and decisions, the effect of rising interest rates and rising prices
for raw materials and natural gas, general economic and business conditions,
developments in technology, new or modified statutory or regulatory requirements
and changing prices and market conditions. This Report identifies other factors
that could cause such differences. No assurance can be given that these are all
of the factors that could cause actual results to vary materially from the
forward-looking statements.

BASIS OF FINANCIAL STATEMENTS
During fiscal 2000, a plan was adopted to cease operations in the material
handling segment which consisted of American Handling, Inc. (AHI) and Northern
Steel Company (Northern). The Company closed the operations before the end of
the first quarter of fiscal 2001. Accordingly, a net liability for closure of
the discontinued segment was recorded during fiscal 2000 and the related
operating results have been classified as discontinued operations in the
Consolidated Financial Statements for all periods presented. As a part of its
liquidity plan, at the end of fiscal 2000, Centrum and the metal forming
operations embarked on a plan to refinance the senior credit facility, initiated
an annualized $1.7 million cost reduction program ("Cost Reduction Program"),
and committed to the disposal of certain non-core operations. As a result, the
operations which comprise the motor production segment were sold during the
first quarter of fiscal 2001 and are also discussed in the discontinued
operations section below. Continuing operations now consist of Centrum and the
metal forming segment.





                                       9


<PAGE>   10




QUARTER ENDED DECEMBER 31, 2000 COMPARED TO DECEMBER 31, 1999

CONTINUING OPERATIONS

Overview
Centrum is a holding company that owns metal forming operations that have strong
niche positions. Centrum's plan is to enhance the overall value of its metal
forming operations through a combination of increased market penetration and
complementary strategic business combinations. Revenues in the metal forming
operations are affected by worldwide demand in the power generation, oil and
gas, aerospace, mining and construction industries. Centrum's corporate office
is also included in continuing operations and functions to oversee various
administrative operations and to pursue future strategic opportunities.


CONSOLIDATED RESULTS

Please see the metal forming section that follows for a detailed discussion of
changes in consolidated revenues and gross margins since the consolidated
results through this level are only comprised of the metal forming operations.
SG&A as a percentage of sales fell to 11.2% in the third quarter versus 14.1% in
the prior year quarter and 11.5% versus 13.6% in the comparable year to date
results. This represents a $600,000 reduction in SG&A during fiscal 2001 for the
nine months ending December 31 as compared to the prior year period. This
reduction reflects the impact of the Company's Cost Reduction Program and the
resulting effect on SG&A costs. These cost reductions were implemented during
the fourth quarter of the prior year. As a direct result of the SG&A reductions
discussed above, operating margins increased to $1,177,000 or 3.4% in the year
to date results through the third quarter of fiscal 2001 as compared to $814,000
or 2.4% in the comparable prior year period.

Interest expense increased during the current quarter to $815,000 or 7.3% of
sales from $681,000 or 6.4% of sales during the prior year period. Year to date
interest expense has been similarly affected rising to 7.0% of sales from 5.7%
in the prior year; an increase of $484,000. This was caused by overall increases
in the prime rate of interest that have been initiated in the financial markets
over the previous eighteen months coupled with the effect of default interest
rates on the Company's senior debt that were in effect through the date of
refinancing, July 13, 2000. Although the Company was successful in refinancing
the senior credit facility during July 2000, management expects that interest
expense during fiscal 2001 will continue to outpace the prior year as a result
of the overall increase in the prime rate over the past year.

The increase in interest expense coupled with the weaker gross margins was the
primary reason for the increase in the pretax loss to $965,000 in the current
year quarter as compared to the $705,000 pretax loss in the comparable prior
year period. On a year to date basis, reductions in SG&A have offset the
majority of the increased interest expense. Management is continuing to work
vigorously to reduce costs and improve margins during the coming quarter. Please
see the discussion of the metal forming operations below.

During the second quarter, the Company recorded an extraordinary charge, net of
tax, amounting to $381,000 following the refinancing on July 13, 2000 of its
senior secured indebtedness. The expense relates primarily to the write-off of
certain debt issue costs attributable to the retired senior credit facility that
were capitalized as intangible assets. These intangible assets were expensed as
an extraordinary loss in accordance with Generally Accepted Accounting
Principles (GAAP) when the previous senior credit facility was refinanced by the
Company's new senior lender.

State and local tax expense totaling $18,000 was recorded in the year to date
results and represents the primary component of the tax expense rate. During the
fourth quarter of the prior year, a valuation allowance was recorded against the
deferred tax assets created by net operating loss carryforwards. As a result of
this, the Company continues to record valuation allowances against tax benefits
recorded during the current year. For this reason, it is not anticipated that
any material amount of federal tax expense or benefit will be recorded during
the remainder of the fiscal year.









                                       10



<PAGE>   11





Results for the individual segments follow.

Metal Forming Operations
Domestic demand in the metal forming operations has been adversely affected by
depressed conditions in global capital equipment markets and the domestic oil
and gas industry over the past two years. Customers supplied by this segment in
industries such as oil and gas, bearing, compressor, and construction equipment
experienced a pronounced reduction in order volume during the second half of
fiscal 1999 which has persisted into fiscal 2001. In addition, although oil and
natural gas prices and rig counts have recovered to their highest levels in
recent years, increased production activity in this industry segment has just
begun to translate into new revenues for the metal forming operations. As a
result of these factors, industry revenues have trended down for nearly two
years as reported by the Forging Industry Association.

Sales in the metal forming operations during the third quarter of fiscal 2001
were $11.1 million as compared to $10.7 million in the third quarter of the
prior year, reflecting an increase of $400,000 or 4.5%. This increase is
primarily the result of orders for the Company's largest power generation
customer that were rescheduled from the previous quarter. On an overall basis,
year to date revenues have maintained pace with the previous year reflecting a
stabilization of product demand in the markets served by the segment.

Gross margin for the segment fell during the current quarter to 9.8% of sales
from 13.7% of sales in the prior year quarter primarily as a result of continued
pricing pressure in a slow market accompanied by steep increases in the cost of
natural gas. This margin pressure is expected to continue during the fourth
quarter. SG&A expenses were reduced to $1,123,000 or 10.1% in the current year
quarter as compared to $1,341,000 or 12.6% in the prior year and $3,575,000 or
10.5% as opposed to $4,006,000 or 12.0% in comparable year to date results. This
reduction is primarily related to the effect of the Company's Cost Reduction
Program on SG&A at these operations and this relationship is expected to
continue during the remainder of fiscal 2001.

Operating income during the quarter for the metal forming segment fell to
breakeven from $118,000 or 1.1% of sales in the prior year quarter as reductions
in gross margin were only partially offset by the reductions in SG&A discussed
above. On a year to date basis, however, operating income continued to outpace
the prior year rising to $1,538,000 or 4.5% of sales from $1,343,000 or 4.0% of
sales in the prior year. This increase was caused primarily by the overall
improvement in SG&A discussed above and the fact that increased natural gas
costs had only begun to impact margins during the third quarter.

The metal forming segment's revenues stabilized during the first half of fiscal
2001 as a result of renewed order activity in the domestic power generation
markets and improvement in worldwide demand for capital goods. Management
believes that these conditions will continue during the remainder of fiscal
2001. In addition, management expects to see improvement in order volume from
industry segments associated with oil and gas production during the fourth
quarter of fiscal 2001. However, margins during the second half of fiscal 2001
will continue to be adversely affected by increased costs to purchase natural
gas which is a critical component of the segment's manufacturing process. The
segment's contractual commitments to purchase this commodity expired during
October 2000. With this expiration, natural gas costs increased by 70% or
approximately $350,000 during the third quarter of fiscal 2001. This trend has
continued during the fourth quarter and is expected to add an additional
$500,000 to $750,000 to cost of goods sold during the fourth quarter of this
year as compared to costs incurred in the previous quarter. Management will
continue its focus on minimizing costs in this area and adjusting prices on new
customer orders. The Company has instituted a 3% surcharge on all new orders,
accompanied by selective price increases, in order to pass along a portion of
these costs. However, management cannot be certain that it will be successful in
passing all of these costs along to customers. Operating margins should continue
to realize the benefit of reductions in operating and SG&A costs initiated in
conjunction with the Cost Reduction Program implemented at the end of fiscal
2000.








                                       11


<PAGE>   12



Corporate
The pretax loss in this segment decreased to $728,000 in the year to date
results as compared to $891,000 in the prior year primarily as a result of the
implementation of the Cost Reduction Program. These cost reductions consist
primarily of reductions in board fees and executive salaries and perquisites in
conjunction with the Company wide Cost Reduction Program.


DISCONTINUED OPERATIONS

Material Handling Segment
The Material Handling Segment consisted of the operations of American Handling,
Inc. (AHI) and its wholly-owned subsidiary Northern Steel Company (Northern).
During fiscal 1999, the Company committed to a plan to sell these businesses
together during fiscal 2000 which was not successful.

In February 2000, Management concluded that Northern was no longer a marketable
or viable business. Therefore, the management of the material handling segment
determined that the Northern operations would be closed. This involved the
closing of two warehouse locations, the termination of approximately 22
employees, and the cessation of work on pending projects. The Northern employees
were notified of the termination of operations on February 10, 2000. In
addition, after reviewing strategic alternatives for AHI, management determined
that because of the liquidity constraints on AHI caused by Northern and
significantly reduced backlog levels, AHI was also no longer a marketable or
viable business and would be closed. AHI's operations were gradually phased out
beginning in March 2000, and work on pending projects was terminated. AHI ceased
to operate on June 15, 2000.

A one-time after tax charge was recorded during fiscal 2000 for impairment of
assets and additional liabilities at the material handling segment as a result
of the closure of these facilities. A net liability in the amount of $3.7
million related to the costs of closing the material handling segment operations
remains on the balance sheet as of December 31, 2000. The primary component of
the liability for discontinued operations at December 31, 2000 is trade accounts
payable of $3.3 million. Although management believes that Centrum will not be
held legally responsible for the unsecured liabilities of AHI and Northern, the
trade accounts payable must remain on the subsidiaries' balance sheet in
accordance with GAAP until properly discharged by the creditor or in bankruptcy.
As a result of the preceding items, the segment did not record any income or
loss from operations during the quarter ended December 31, 2000.

Motor Production Segment
This discontinued segment consists primarily of the operations of Micafil, Inc.
("Micafil"). Micafil was committed to disposal on March 31, 2000 and was
subsequently sold on June 15, 2000. Micafil's net loss for the period was also
accrued in the prior year results of discontinued operations. The assets of this
business unit, net of liabilities assumed, were sold for approximately $1.36
million. The proceeds of this sale were used to repay obligations under the
senior credit facility.


LIQUIDITY AND CAPITAL RESOURCES

Cash provided by continuing operations during the current year was $1,025,000
for the nine month period ended December 31 as compared to cash used of $934,000
in the comparable prior year period. The largest components of the cash provided
in the current year were $2.1 million related to depreciation and amortization
expense along with a reduction of $1.7 million in accounts receivable. Trade
accounts payable were reduced by $1 million in order to improve the Company's
payment status with trade vendors. The largest component of cash used in
operations during the prior year was a $1.9 million increase in accounts






                                       12

<PAGE>   13


receivable which related to the timing of certain customer payments. In
addition, net cash proceeds of $1.36 million were received from the sale of
Micafil during fiscal 2001. These proceeds were used to make additional
principal payments on the senior credit facility prior to the refinancing of the
facility in July 2000. On July 13, 2000, the metal forming segment completed the
financing of its new senior credit facility. The previous facility was replaced
by a new $25 million senior credit facility which provided a $12.7 million
revolving line of credit accompanied by a $12.3 million term note. Proceeds from
this funding were used primarily to repay the previous senior lender, satisfy
overextended trade accounts payable at the metal forming segment, and for
general working capital purposes for the metal forming segment. In September
2000, the metal forming segment also issued $250,000 of promissory notes to
certain accredited investors, secured by a second security position in certain
of the segment's assets. The new senior credit facility, although placed with
the metal forming segment, allows the segment to pay certain expenditures at
Centrum including salaries, accounting fees, and certain legal costs. The
facility does not permit the metal forming segment to pay interest or principal
on indebtedness of Centrum. Management believes, although no assurances can be
given, that these funds will be sufficient to fund the normal operating costs of
Centrum with the exception of principal or interest payments on any of its
indebtedness.

For this reason, Centrum remains in default under provisions in its $2.5 million
institutional subordinated debt facility (the "Subordinated Debt") for
non-payment of interest. Centrum also anticipates that it will not have funds
available to cure the default under its Subordinated Debt, nor will it have
funds to pay the Subordinated Debt on its maturity date of March 31, 2001. In
addition, the metal forming segment is not a guarantor of Centrum's obligations
under the Subordinated Debt. As a result of this, the holders of Subordinated
Debt could declare their obligations immediately due and payable and exercise
their default remedies with respect to Centrum. These remedies could include
pursuing a judgment against Centrum, attempting to execute on such judgment and
other such courses of action. For this reason, management has entered into
extensive negotiations to resolve this matter with the Subordinated Debt
holders, however, no assurances can be given at this time that these
negotiations will be successful. In addition, no assurances can be given that
such negotiations or the implementation of their default remedies will not
result in significant dilution to the common stockholders.

The level of the Company's indebtedness could have important consequences,
including:

     -    A substantial portion of the Company's cash flow from operations must
          be dedicated to debt service,

     -    The Company's ability to obtain additional future debt financing may
          be limited and

     -    The level of indebtedness could limit the Company's flexibility in
          reacting to changes in the industry and general economic conditions
          such as the significant increases in the cost of natural gas.

The primary sources of funds available to the metal forming segment in fiscal
2001 for operations, planned capital expenditures and debt repayments include
operating income and funds available under the new line of credit agreement.
However, due to the reduction in operating income experienced during the third
quarter, funds generated by operations were not sufficient to fund the Company's
working capital requirements. As a result, the Company has been forced to extend
trade payables beyond customary terms during the fourth quarter. This has been
met with resistance by the vendor base, and, as a result, the Company is also in
the process of pursuing other methods to enhance liquidity. Should the Company
fail to produce additional liquidity via these strategies, management can give
no assurances as to the Company's ongoing ability to fund operations, working
capital requirements and debt service.






                                       13


<PAGE>   14





FORWARD LOOKING INFORMATION

This Report contains statements which constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. (As
used herein, "Centrum" refers to Centrum Industries, Inc. and the "Company"
refers to Centrum Industries, Inc. and its consolidated subsidiaries.) These
statements appear in a number of places, including Item 2. "Management's
Discussion and Analysis of Financial Condition and Results of Operations". Such
statements can be identified by the use of forward-looking terminology such as
"believes", "expects", "may", "estimates", "will", "should", "plans",
"opinions", "feels", "intends", or "anticipates" or the negative thereof or
other variations thereon or comparable terminology, or by discussions of
strategy. Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and may involve significant risks and
uncertainties, and that actual results may vary materially from those in the
forward-looking statements as a result of various factors. These factors include
the ability of management to negotiate a resolution of the default under
Centrum's institutional subordinated debt agreement, and certain indebtedness
with individual unsecured noteholders, the effectiveness of management's
strategies and decisions, the effect of rising interest rates and rising prices
for raw materials and natural gas, general economic and business conditions,
developments in technology, new or modified statutory or regulatory requirements
and changing prices and market conditions. This Report identifies other factors
that could cause such differences. No assurance can be given that these are all
of the factors that could cause actual results to vary materially from the
forward-looking statements.


PART II - OTHER INFORMATION


ITEM 1: LEGAL PROCEEDINGS

There has been no material change in legal proceedings since the date the Form
10-K for the fiscal year ended March 31, 2000 was filed. Please see the
discussion of these matters in the Form 10-K.


ITEM 2:  CHANGES IN SECURITIES

None


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

None


ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

(A): Exhibits

None

(B): Reports on Form 8-K

None







                                       14


<PAGE>   15






SIGNATURES

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



                                      CENTRUM INDUSTRIES, INC.
                                      ------------------------
                                           (Registrant)




Date:  February 14, 2001              By: /s/ Timothy M. Hunter
                                          ----------------------
                                          Timothy M. Hunter
                                          Chief Financial Officer


























                                       15