CENTURY INDUSTRIES INC /DC/
10KSB40/A, 1998-04-23
FABRICATED STRUCTURAL METAL PRODUCTS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                    10-KSB/A
                             (Dated April 22, 1998)

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the Calendar Year Ended December 31, 1997

                         Commission File Number: 0-9969


                            CENTURY INDUSTRIES, INC.
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

    District of Columbia                                54-1666769
- --------------------------------------------------------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation of organization)                      Identification No.)
                                                      
         45034 Underwood Lane                         
            Sterling, Va.                                   20166
- --------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

      Registrant's telephone number, including area code: (703) 471-7606.

Securities registered pursuant to Section 12 (b) of the Act: Common Stock, par
value $.001 per share

<TABLE>
<CAPTION>
                                              Name of each exchange on     
Title of each class                           which registered         
- ---------------------------------------       --------------------------------
<S>                                           <C>                             
Century Industries, Inc. Class A common       Philadelphia Stock Exchange-PHLX
Century Industries, Inc. Class B common       Philadelphia Stock Exchange-PHLX
</TABLE>


Securities registered pursuant to Section 12 (g) of the Act: Common
Stock, par value $.001 per share

<TABLE>
<CAPTION>
                                              Name of each exchange on
Title of each class                           which registered
- -------------------                           ------------------------
                                              
<S>                                           <C>
Class A Common Voting Stock                   NASDAQ Bulletin Board
</TABLE>

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 Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                             (1) Yes  X        No 
                                     ---          ---
                             (2) Yes  X        No 
                                     ---          ---

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B, and no disclosure will be contained in any amendment to
this Form 10-KSB.   X
                   ---

Issuer's consolidated revenues for 1997 were $ 14,411,206.

     The aggregate market value of the 5,038,816 common voting shares of Class
A and Class B stock held by non-affiliates based upon sales of the Company's
shares within the 60 days prior to December 31, 1997 at the average of the
bid/asked of $2.50 was $12,709,540. The total Class A common voting shares
outstanding at December 31, 1997 were 3,373,000 and the total Class B common
voting shares outstanding at December 31, 1997 were 4,173,000 for a total
outstanding of all classes of 7,546,000 shares outstanding.
<PAGE>   2
         The Registrant hereby amends the Form 10-KSB filed with the
Securities and Exchange Commission on April 15, 1998, after consultation with
its Auditor, Correa Berger & Associates, CPA's, PLLC.

         Registrant, having filed the referenced Form 10-KSB, was advised after
such filing that the audit of the financial statements included in Item 7
Financial Statements of the filed Form 10-KSB had not been completed at the
time of such filing and accordingly such financial statements required by Item
310(a) of Regulation S-B were not to be considered and should not be relied
upon as audited.

         Registrant has no disputes or differences with its Auditor, and
intends to file an amended Form 10-KSB/A reflecting audited financial
statements as soon as possible.





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                      Century Industries, Inc.
                                           (Registrant)





Date: April 22, 1998      By:  \S\ Ted L. Schwartzbeck
                                   -------------------------------- 
                                   Ted L. Schwartzbeck
                                   President/CEO/Director/Treasurer





Date: April 22, 1998      By:  \S\ A. Jay Pignatello
                                   --------------------------------          
                                   A. Jay Pignatello
                                   Vice President/Director


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