SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Event Requiring Report: December 13, 2000
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
Item 1. CHANGES IN CONTROL OF REGISTRANT
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.
Item 5. OTHER EVENTS
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.
Item 6. RESIGNATIONS OF REGISTRANTS DIRECTORS
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.
EXHIBITS
Exhibit Exhibit
Number Description
________ ________________________________________________________
3.1 Certificate of Amendment of Incorporation from the State of
Delaware
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
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized this 15th day of December,
2000.
By /s/_________________
Robert Bryan, President
