UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended August 31, 2000.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 (No fee required) for the transition period from _____________ to
_______________.
Commission file number 2-90519
CENTURY LABORATORIES, INC.
(Name of small business issuer in its charter)
Delaware 72-0510027
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
730 2nd Street
Santa Rosa, CA 95402-3588
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (707)935-6945
Check whether the issuer: (1)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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes [ ] No [X]
The number of shares outstanding of Registrant's common stock ($0.001 par value)
as of the quarter ended August 31, 2000 and, as of the latest practicable date,
August 31, 2000, is 10,000,000.
<PAGE>
TABLE OF CONTENTS
PART 1
Page
ITEM 1. FINANCIAL STATEMENTS ----------------------------------------- 4
ITEM 2. MANAGEMENT'S DISCUSSION
AND ANALYSIS OR PLAN OF OPERATION ------------------------ 11
PART II
ITEM 5. OTHER --------------------------------------------------------- 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ------------------------- 12
SIGNATURES ---------------------------------------------------- 13
<PAGE>
PART I
-------------------------------
ITEM 1. FINANCIAL STATEMENTS
-------------------------------
Unless otherwise indicated, the term "Company" refers to Century
Laboratories, Inc. and its subsidiaries and predecessors. The accompanying
consolidated unaudited condensed financial statements have been prepared by
management in accordance with the instructions in Form 10-QSB and, therefore, so
not include all information and footnotes required by generally accepted
accounting principals and should, therefore, be read in conjunction with
Company's Annual Report to Shareholders on Form 10-KSB for the fiscal year ended
May 31, 2000. These statements do include all the normal recurring adjustments
which the Company believes is necessary and affords a fair presentation. The
interim results are not necessarily indicative of the results for the full year
ending May 31, 2001. Accordingly, consolidated audited interim financial
statements, including a balance sheet for the Company as of the fiscal quarter
ended August 31, 2000, and, statements of operations and statements of cash
flows for the interim period up to the date of such balance sheet and the
comparable period of the preceding fiscal year are attached hereto as Pages F-1
through F-6 and are incorporated herein by this reference.
<PAGE>
FINANCIAL STATEMENTS
FOR THE PERIODS ENDED AUGUST 31, 2000 AND AUGUST 31 1999
<PAGE>
DAVID SUSS
CERTIFIED PUBLIC ACCOUNTANT
271 MADISON AVENUE
SUITE 208
NEW YORK, N.Y. 10016
(212) 883-1050
Board of Directors
Century Laboratories, Inc.
INDEPENDENT AUDITORS' REPORT
----------------------------
I have audited the accompanying balance sheets of Century Laboratories, Inc. as
of August 31, 2000, and August 31, 1999, and the related statements of
operations, cash flows and stockholders' equity for the years then ended. These
financial statements are the responsibility of management. My responsibility is
to express an opinion on these financial statements based on our audits.
I conducted my audit in accordance with generally accepted audited standards.
Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon its president to provide sufficient working capital to
maintain the integrity of the corporate entity The circumstances create
substantial doubt about the Company's ability to continue as a going concern and
are discussed in Note 1. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Century Laboratories, Inc. as of
August 31, 2000, and August 31, 1999, and the results of its operations and cash
flows for the years then ended in conformity with generally accepted accounting
principles.
/s/_________________
David Suss, CPA
September 11, 2000
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<TABLE>
<CAPTION>
CENTURY LABORATORIES, INC.
CONSOLIDATED BALANCE SHEET
--------------------------
AUDITED
-------
ASSETS
-------------------
August 31, August 31,
2000 1999
------------------- ------------------
<S> <C> <C>
Cash $ 0 $ 0
Fixed Assets:
-------------
Office Equipment 2,395 0
------------------- ------------------
Total Assets 2,395 0
=================== ==================
LIABILITIES AND SHAREHOLDER EQUITY
-----------------------------------
Liabilities:
-------------
Accounts Payable
Note 3 $ 0 $ 19,500
------------------- ------------------
Total Liabilities $ 0 $ 19,500
------------------- ------------------
Shareholders' Equity:
---------------------
Common Stock, $.01 par value
per share; 10,000,000 shares
authorized, 5,233,594 shares
issued and outstanding 8/31/99
9,999,986 shares issued and
outstanding 8/31/2000 100,000 52,336
Additional Paid-in Capital 7,440,110 7,287,774
Retained Earnings (Deficit) (7,537,715) (7,359,610)
------------------- ------------------
Total Shareholders' Equity
(Deficit) ( 2,395) ( 19,500)
------------------- ------------------
Total Liabilities and
Shareholders' Equity $ 2,395 $ 0
=================== ==================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTURY LABORATORIES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------
Additional Retained
Common Stock Paid-In Earnings
Shares Amount Capital (Deficit)
------------- --------- ---------- -------------
<S> <C> <C> <C> <C>
Balance
May 31, 1997 $ 4,840,094 $ 48,401 $7,142,709 ($7,359,610)
Stock Issued 393,500 3,935 145,064
Balance
May 31, 1998 5,233,594 52,336 7,287,774 (7,359,610)
Balance
May, 31 1999 5,233,594 52,336 7,287,774 (7,359,610)
Net Income 9,297
Balance
May 31, 2000 5,233,594 52,336 7,287,774 (7,350,313)
Common Stock
Issued 4,766,392 47,664 152,356
Net Loss (187,402)
-------------
BALANCE
8/31/00 $ 9,999,986 $ 100,000 $7,440,110 $ (7,537,715)
============= ========= ========== =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTURY LABORATORIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
------------------------------------
AUDITED
-------
Three Months Ended
--------------------
August 31, 2000 August 31, 1999
-------------------- ----------------
<S> <C> <C>
Revenue $ 0 $ 0
Expenses:
----------------------------
Consulting Fee 194,991 0
Professional Fees 725 0
Regulatory Expense 349 0
Travel and Entertaining 119 0
Office Expense 701 0
Shareholders Expense 473 0
Franchise Tax 496 0
-------------------- ----------------
$ 197,404 0
Non-Recurring Income:
----------------------------
Accounts Payable Write-Off 10,002 0
-------------------- ----------------
Net Loss (187,402) 0
Weighted Average Number of
Common Shares Outstanding 9,999,986 5,233,594
==================== ================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CENTURY LABORATORIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
------------------------------------
AUDITED
-------
For the Three Months Ended
----------------------------
August 31, 2000 August 31, 1999
--------------- ----------------
<S> <C> <C>
Cash Flows from
Operating Activities $ (187,402) $ 0
Decrease in Accounts Payable 10,000 0
Sale of Common Stock 200,000 0
Decrease in Due to
Shareholder (2,596) 0
Total Cash Flows 0 0
Cash at Beginning 2,570 0
Decrease in Cash 2,570 0
---------------------------- ----------------
Cash at End of Period $ 0 $ 0
================ ==============
</TABLE>
<PAGE>
CENTURY LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Century Laboratories, Inc. (the "Company") is an inactive Delaware
corporation. Century Laboratories, Inc. was originally incorporated as Carrtone
Laboratories, Inc. in 1958 under the laws of the state of Delaware. During
fiscal year 1994, the Company had its charter revoked by the State of Delaware
for failure to file franchise tax reports and pay the required taxes and/or
fees.
A certificate of renewal and revival of its charter of incorporation
pursuant to Section 312 of the General Corporation Law of the State of Delaware
was filed. As a result, the charter of the corporation was reinstated in March
1999.
2. STOCKHOLDERS' EQUITY
The Company issued 393,500 shares of common stock in February 1996. Of
those shares, 149,000 shares were issued to settle unpaid professional fees of
$149,000 and 224,500 shares were issued to the Company's president for services
rendered. 4,766,392 shares were issued for $200,000 cash.
3. Management has written off the A/C payable as these liabilities are prior
to 1992.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Significant Credit Risk and Estimates:
-----------------------------------------
Management of the Company uses estimates and assumptions in preparing
financial statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenue and expenses. Actual results could vary from the estimates
that management uses.
<PAGE>
----------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
----------------------------------------------
The following discussion and analysis should be read in conjunction with
the Company financial statements and notes thereto included elsewhere in this
Form 10-QSB. Except for the historical information contained herein, the
discussion in this Form 10-QSB contains certain forward looking statements that
involve risks and uncertainties, such as statements of the Company plans,
objectives, expectations and intentions. The cautionary statements made in this
Form 10-QSB should be read as being applicable to all related forward statements
wherever they appear in this Form 10-QSB. The Company actual results could
differ materially from those discussed here.
Other than what has been disclosed herein and in the quarterly reports from
the quarter ended August 31, 2000, the Company is not aware of any immediate
circumstances or trends which would have a negative impact upon future sales or
earnings. There have been no material fluctuations in the standard seasonal
variations of the Company business. The accompanying financial statements
include all adjustments, which in the opinion of management are necessary in
order to make the financial statements not misleading.
Results of Operations.
For the quarter ended August 31, 2000, the Company sustained a loss
of $187,402. The loss can be contributed to unsettled professional fees and for
services rendered. For the comparable period of 1999, the Company had no
revenues and sustained a loss of $0.00. The Company had a deficiency of
stockholder's equity of $2,395 at August 31, 2000 compared to $19,500 in August
31, 1999.
PART II
-------------------------------
ITEM 2. CHANGES IN SECURITIES
-------------------------------
On July 3, 2000, the Company entered into a Stock Purchase Agreement with
Robert Bryan, whereupon, among other things, Robert Bryan and/or Assigns,
acquired 4,766,320 of newly issued shares of the Company's common stock
resulting in 10,000,000 shares being issued and outstanding, in return for
$200,000 or, at a price of $0.042 per share. This transaction was consummated
on July 21, 2000.
On August 21, the Company increased its authorized number of shares from
10,000,000 shares of common stock to 65,000,000 shares of common stock at $0.001
par value and, 1,000,000 shares of preferred stock to 10,000,000 shares of
preferred stock at $0.001 par value.
On November 27, 2000, the Company enacted a 20 to 1 stock reverse split.
The Corporation believes that it is necessary to effectuate this reverse split
in order to avoid the continued depression of the Corporation's stock price and,
in order to secure financing which must be obtained for the Corporation to
continue to exist as a going concern. Prior to the 20:1 reverse split, the
Company had 10,000,000 shares issued and outstanding. As a result of the 20:1
reverse split, the Company now has 500,000 shares issued and outstanding.
On August 18, 2000, Edwin Mendlinger resigned as President, Vice-President,
Treasurer and Director of the Company. On August 18, 2000, Louis Birner
resigned as Secretary and Director of the Company.
On August 18, 2000, Robert Bryan was appointed as President,
Vice-President, Treasurer, Secretary and Director of the Company.
-----------------------------------------
ITEM 5 OTHER
-----------------------------------------
SUBSEQUENT EVENTS
On December 19, 2000 the Company changed its fiscal year end from May 31.
to December 31.
-----------------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-----------------------------------------
Exhibit Exhibit
Number Description
________ ________________________________________________________
3.1 Certificate of Amendment of Incorporation from the State of
Delaware
3.2 Consent to change of fiscal year
4 Resolution increasing authorization of shares
4.1 Resolution authorizing reverse split
10 Stock Purchase Agreement
10.1 Amendment to Stock Purchase Agreement
17 Resignation of officers and directors
17.1 Appointment of Officers and Directors
27 Financial Data Schedule
SIGNATURES
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 this 20th day of December, 2000.
CENTURY LABORATORIES, INC.
/s/ Robert Bryan
-------------------------
Robert Bryan, President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated.
Signature Title Date
--------- ----- ----
/s/Robert Bryan President, Secretary December 20, 2000
---------------- Treasurer and Director
