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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 10-Q

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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
COMMISSION FILE NUMBER 1-12912

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CENTENNIAL TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 04-2978400
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

7 LOPEZ ROAD, WILMINGTON, MASSACHUSETTS 01887
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(508) 988-8848
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X]

As of July 31, 1997, there were 18,624,962 shares of Common Stock, $.01 par
value per share (the "Common Stock"), of the registrant outstanding.

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CENTENNIAL TECHNOLOGIES, INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION (UNAUDITED) PAGE NUMBER
-----------

Item 1. Financial Statements

Consolidated Balance Sheets at June 30, 1997 and March 31, 1997

Consolidated Statements of Operations for three months ended June 30, 1997 and 1996

Consolidated Statements of Cash Flows for three months ended June 30, 1997 and 1996

Notes to Consolidated Financial Statements

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

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PART I

ITEM 1. Financial Statements

CENTENNIAL TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)

June 30, March 31,
1997 1997
---- ----

ASSETS

Current assets:
Cash and cash equivalents ................................................. $ 95 $ 57

Trade accounts receivable ................................................. 4,143 6,263
Less allowances ............................................... (511) (692)
-------- --------
3,632 5,571

Accounts receivable from affiliates ......................................... -- 676

Recoverable income taxes .................................................... 1,314 7,356
Inventories ................................................................. 5,459 7,794
Notes receivable from affiliate ............................................. -- 4,129
Other current assets ........................................................ 891 1,630
-------- --------
Total current assets ........................................................ 11,391 27,213

Equipment and leasehold improvements ........................................ 3,779 4,023
Less accumulated depreciation and amortization ............................ (1,053) (936)
-------- --------
2,726 3,087
Investments ................................................................. 4,941 5,089
Notes receivable from affiliate ............................................. 7,891 --
Other assets ................................................................ 636 566
Investment in affiliate ..................................................... 8,916 15,243
-------- --------
Total assets ................................................................ $ 36,501 $ 51,198
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Revolving credit notes .................................................... $ 1,643 $ 10,090
Obligations under capital leases .......................................... 522 671
Accounts payable and accrued expenses ..................................... 9,318 11,883
-------- --------
Total current liabilities ................................................... 11,483 22,644
Contingencies (Note 10)
Stockholders' equity:
Preferred Stock, $.01 par value; 1,000,000 shares
authorized, none issued ................................................... -- --
Common Stock, $.01 par value; 50,000,000 shares authorized, 18,628,000
issued and outstanding at June 30, 1997, 17,745,000 issued and
outstanding at March 31, 1997 ............................................. 186 177
Additional paid-in capital .................................................. 84,168 82,240
Accumulated deficit ......................................................... (59,180) (53,630)
Foreign currency translation of equity investment ........................... (156) (233)
-------- --------
Total stockholders' equity .................................................. 25,018 28,554
-------- --------
Total liabilities and stockholders' equity .................................. $ 36,501 $ 51,198
======== ========

The accompanying notes are an integral part of the consolidated
financial statements.

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CENTENNIAL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED
JUNE 30,
----------------------------
1997 1996
------- ----------
(RESTATED)

Sales ....................................... $ 6,573 $11,644
Costs and expenses:
Cost of goods sold ........................ 6,142 8,760
Engineering costs ......................... 356 308
Selling, general and
administrative expenses ................ 1,889 1,098
Loss on investment activities ............. 3,485 2,593
Special investigation costs ............... 597 --

Net interest (income)/expense ............. 78 (157)
------- -------
Total costs and expenses ............. 12,547 12,602
------- -------
Loss before equity in earnings of
affiliate ................................. (5,974) (958)
Equity in earnings of affiliate ............. (500) --
------- -------
Net loss ............................. $(5,474) $ (958)
======= =======
Net loss per share .......................... $ (.30) $ (.06)
Weighted average shares
outstanding ............................... 18,176 16,578

The accompanying notes are an integral part of the consolidated
financial statements.

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CENTENNIAL TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

THREE MONTHS ENDED
JUNE 30,
---------------------------
1997 1996
-------- ----------
(RESTATED)

Cash flows from operating activities:
Net loss .................................................................... $(5,474) $ (958)
Adjustments to reconcile net loss to net cash from (used in)
operating activities:
Depreciation and amortization ............................................... 400 125
Equity in earnings of affiliate ............................................. (500) --
Provision for loss on accounts receivable ................................... 41 116
Provision for loss on investments ........................................... 2,180 1,290
Other non-cash items ........................................................ -- 68
Change in operating assets and liabilities:
Accounts receivable ....................................................... 1,898 (3,456)
Inventories ............................................................... 2,335 (1,067)
Notes receivable .......................................................... -- (634)
Notes receivable from affiliate ........................................... 4,129 --
Recoverable income taxes .................................................. 6,042 (2,532)
Other assets .............................................................. 945 (590)
Accounts payable and accrued expenses ..................................... (2,565) 1,096
------- -------
Net cash from (used in) operating activities ...................... 9,431 (6,542)
Cash flows from investing activities:
Capital expenditures ........................................................ (117) (183)
Disposal of capital equipment ............................................... 328 --
Purchase of available-for-sale securities ................................... -- (8,914)
Proceeds from sale of available-for-sale securities ......................... -- 3,981
Purchase of investments ..................................................... -- (1,510)
Investment in affiliates .................................................... (1,165) --
------- -------
Net cash used in investing activities ................................. (954) (6,626)
Cash flows from financing activities:
Net borrowings under line of credit ......................................... (8,447) 4,684
Payments on equipment lease financing ....................................... (149) (88)
Proceeds from exercise of stock options ..................................... 157 2
Proceeds from exercise of warrants .......................................... -- 115
Net proceeds from public offerings of Common Stock .......................... -- 1,221
Proceeds from certain related party transactions ............................ -- 1,135
------- -------
Net cash provided by (used in) financing activities ................... (8,439) 7,069
------- -------
Net increase (decrease) in cash and cash equivalents .......................... 38 (6,099)
Cash and cash equivalents at beginning of period .............................. 57 12,281
------- -------
Cash and cash equivalents at end of period .................................... $ 95 $ 6,182
======= =======

The accompanying notes are an integral part of the consolidated
financial statements.

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CENTENNIAL TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND CHANGE IN FISCAL YEAR

Basis of Presentation

The consolidated financial statements of Centennial Technologies, Inc. (the
"Company") include the accounts of the Company and all wholly owned
subsidiaries. Investments in companies in which ownership interests range from
20 to 50 percent and the Company exercises significant influence over operating
and financial policies are accounted for using the equity method. Due to the
significance of the Company's investment in the investee's capitalization and on
the basis of the complementary nature of the Company's products and related
development plans, the Company is accounting for its 12% investment in ViA, Inc.
using the equity method. Other investments are accounted for using the cost
method. All significant intercompany balances and transactions have been
eliminated. Certain reclassifications have been made to prior years'
consolidated financial statements to conform to the fiscal 1998 presentation.

The accompanying financial statements have been prepared on the basis of a
going concern, which contemplates the realization of assets and settlement of
liabilities in the normal course. The Company has experienced significant losses
from operations and has taken measures to reduce those losses, including
reducing various expenses and implementing new cost controls. If cost savings
are not achieved or revenues are not increased, it would significantly impair
the ability of the Company to continue as a going concern.

The Company is a defendant in certain litigation, as more fully described
in Note 10 hereof. No assurance can be given that the settlement of litigation
will result in an outcome which would not significantly impair the ability of
the Company to continue as a going concern.

The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all financial information and
disclosures required by generally accepted accounting principles for complete
financial statements. In the opinion of management, these financial statements
include all adjustments (consisting only of normal recurring accruals) necessary
for a fair presentation of the results of operations for the interim periods
reported and of the financial condition of the Company as of the date of the
interim balance sheet. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year.

These financial statements should be read in conjunction with the Company's
unaudited consolidated financial statements and related notes included in the
Company's Annual Report on Form 10-K for the fiscal period ended March 31, 1997.

Change in Fiscal Year

On March 24, 1997, the Company's Board of Directors voted to change the
fiscal year end from June 30 to March 31. All references to fiscal 1997 in the
accompanying financial statements relate to the nine months ended March 31,
1997. References to fiscal 1996, 1995 and 1994 relate to the respective years
ended June 30.

2. RESTATEMENT OF FINANCIAL STATEMENTS

On February 11, 1997 the Company announced that it had commenced a special
investigation into certain apparent financial and management irregularities and
that its previously published financial statements and related financial
disclosures could no longer be relied upon. On June 12, 1997, the Company
announced the completion of the financial review associated with the special
investigation, including condensed restated financial information, as well as
the financial results for the periods ended March 31, 1997. The Company had
previously changed its fiscal year end to March 31, in order to accelerate the
receipt of certain tax refunds and in order to complete audited financial
statements for the entire periods under review as quickly as possible. The
accompanying financial statements for the three months ended June 30, 1996
give effect to adjustments arising from the financial review.

The following table sets forth the effects of these adjustments on the
Company's financial position at June 30, 1996 and results of operations for
the three months ended June 30, 1996 (in thousands except per share data):

Sales:
As previously reported............................ $12,427
As adjusted....................................... 11,644
Cost of goods sold:
As previously reported............................ 7,749
As adjusted....................................... 8,760
Net income (loss):
As previously reported............................ 1,868
As adjusted....................................... (959)
Net income (loss) per share:
As previously reported............................ .22
As adjusted....................................... (.06)
Total assets:
As previously reported............................ 55,782
As adjusted....................................... 41,132
Total stockholders' equity:
As previously reported............................ 46,045
As adjusted....................................... 31,909

The following table sets forth the summary of restatement adjustments (in
thousands):

Reversal of invalid sales transactions.................... $ (91)
Reclassification of purchasing agency arrangement......... (585)
Additional accounts receivable adjustments................ (107)
-------
Total adjustments to sales................................ (783)
Corrections to inventory pricing and physical counts...... 56
Additional provisions for inventory obsolescence.......... (338)
Reversal of certain additions to capital equipment,
net of related depreciation, which were not bona fide... (1,441)
Provision for losses on investment activities............. (1,561)
Pre-acquisition advances to subsidiary.................... (1,101)
Other adjustments, net.................................... 1,004
Reversal of provisions for income taxes................... 1,337
-------
Total adjustments to net income (loss).................... $(2,827)
=======

The Company's independent accountants, Coopers & Lybrand L.L.P.
("Coopers & Lybrand") is considering whether certain potential claims against
Coopers & Lybrand compromise its independence so as to render it unable to
deliver its opinion with respect to the Company's financial statements. The
Company is currently unable to determine when this concern will be resolved. If
Coopers & Lybrand determines that it cannot provide its opinion on the Company's
financial statements for the three years ended June 30, 1994, 1995, and 1996 and
the nine

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months ended March 31, 1997, the Company will be obliged to retain other
independent accountants, in which case its delivery of audited financial
statements may be delayed for a substantial period and, as a result of the
examination of such financial statements by successor independent accountants,
there may be material changes to such financial statements.

The consolidated balance sheet as of March 31, 1997 has been derived from
the financial statements included in the Company's Annual Report on Form 10-K
for the fiscal period ended March 31, 1997.

3. CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to
concentration of credit risk, consist principally of trade receivables. If any
of the Company's major customers fail to pay the Company on a timely basis, it
could have a material adverse effect on the Company's business, financial
condition and results of operations.

For the three months ended June 30, 1997, two customers accounted for
approximately 40% of the Company's sales. At June 30, 1997, these customers
accounted for approximately $1.9 million, or 52% of the Company's net accounts
receivable balance.

For the three months ended June 30, 1996, two customers accounted for
approximately 47% of the Company's sales. At June 30, 1996, these two customers
accounted for approximately $4.7 million, or 42% of the Company's net accounts
receivable balance.

Approximately 11% and 5% of the Company's sales for the three months ended
June 30, 1997 and 1996, respectively, were outside the United States, primarily
in several Western European countries, Israel and Canada. No one area comprised
more than 10% of the Company's sales.

A substantial portion of the Company's assets are associated with Century
Electronics Manufacturing, Inc. ("Century"). See Note 6. Any material adverse
change in the business of Century could have a material adverse effect on the
Company's business, financial condition and results of operations.

4. EARNINGS PER SHARE

Primary earnings per share data are based on outstanding Common Stock and
Common Stock assumed to be outstanding to reflect the dilutive effects of stock
options and warrants using the treasury stock method. Since all periods
presented in these financial statements reflect losses, such common stock
equivalents have been excluded, as they are anti-dilutive.

5. INVENTORIES

Inventories consisted of (in thousands):

JUNE 30, MARCH 31,
1997 1997
---- ----

Raw material, primarily electronic components........ $3,023 $3,995
Work in process...................................... 354 1,387
Finished goods....................................... 2,082 2,412
------ ------
$5,459 $7,794
====== ======

The Company maintains levels of inventories that it believes are necessary
based upon assumptions concerning its growth, mix of sales and availability of
raw materials. Changes in those underlying assumptions could affect management's
estimates of inventory valuation.

The Company has included in its inventory balances $1.8 million of costs
related to inventory specifically purchased and manufactured pursuant to a
customer's purchase order. The customer later attempted to cancel the purchase
order. The Company disputes the customer's claim that the purchase order
cancellation was effective, and anticipates seeking legal remedies related
thereto. The Company expects to recover fully its inventory costs.

6. INVESTMENT IN CENTURY ELECTRONICS MANUFACTURING, INC.

During fiscal 1997, the Company completed three separate business
acquisitions of contract manufacturing activities. On July 10, 1996, the Company
acquired a majority equity position in Design Circuits, Inc. ("DCI") for
approximately $3.2 million in cash, 250,000 shares of the Company's Common Stock
and assumption of certain liabilities.

In October 1996, the Company and the minority shareholders in DCI exchanged
their DCI shares for shares of capital stock in a newly formed entity, Century
Electronics Manufacturing, Inc. ("Century").

Pursuant to a joint venture agreement executed in May 1996, the Company
invested $1.3 million during fiscal 1997 as its initial capital contribution
into its 51% owned contract manufacturing joint venture in Thailand. The
Company's joint venture partner's initial capital contribution was $3.7 million.

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of Century. The Company also contributed 25,000 shares of Centennial Common
Stock as a finder's fee. At the conclusion of the Triax transaction, Triax and
DCI were wholly-owned subsidiaries of Century, and Centennial owned
approximately 67% of Century.

On March 14, 1997, Century entered into an agreement in principal with the
Company, whereby Century agreed to redeem a portion of its shares in exchange
for $1.3 million in cash and a $6.0 million subordinated debenture, reducing the
Company's equity ownership position to 45%. The debentures bear interest at a
rate of 6% and mature in ten years. Under certain conditions, the debentures
will be convertible into the capital stock of an entity with which Century may
merge. In addition, the Company agreed to contribute to Century its interest in
the Thailand joint venture. Century also agreed to repay an 8.5% note payable to
Centennial in the amount of $4.1 million and to take the necessary steps to
remove all outstanding guarantees of third-party indebtedness.

On June 30, 1997, the aforementioned transaction was completed. In order to
remove certain guarantees of equipment subleased to DCI, Centennial executed
lease buyouts amounting to $2.4 million and sold the underlying equipment to
Century for $0.5 million in cash and a $1.9 million 9% promissory note due
December 1998.

7. OTHER INVESTMENTS

During fiscal 1996, the Company began a strategy of making investments,
financed through a combination of cash and common stock, in technology companies
for the expressed purpose of market development for its PC card business as well
as investment gain. Management has decided to focus its financial resources on
its core business, and to suspend new investment activities. The Company has
written down its portfolio of investments based on an individual assessment of
their future viability.

On December 13, 1996, the Company completed merger agreements with
Intelligent Truck Project, Inc., Fleet.Net, Inc. and Smart Traveler Plazas, Inc.
(collectively, "ITP/Fleet.Net") agreeing to exchange 792,960 shares of Common
Stock of the Company for all of the outstanding common stock of the acquired
businesses. Subsequent to the Company's February announcement of financial
irregularities, the principal shareholder of ITP/Fleet.Net filed suit, alleging,
among other things, breach of representations and warranties as to the financial
statements of Centennial. On March 4, 1997, the Company and the principal
shareholder of ITP/Fleet.Net entered into a memorandum of understanding pursuant
to which the companies would unwind the merger agreements. The parties were
unable to reach mutually satisfactory terms to complete the unwinding and on May
15, 1997 agreed to complete the merger and exchange mutual releases of certain
claims. Based on the material uncertainties surrounding the value of
consideration on the original merger date, which uncertainties were not resolved
until the execution of a settlement and mutual release agreement, the Company
has recorded the merger and corresponding issuance of Common Stock as of May 15,
1997. Advances to ITP/Fleet.Net made during fiscal 1996 and fiscal 1997, certain
of which were previously characterized as advance payments for technology
license arrangements, have been included in loss on investment activities in the
periods the advances were made. The merger has been recorded using purchase
accounting, and the excess (approximately $3.2 million) of the purchase price
over the fair value of assets acquired has been written off as of the agreement
date (May 15, 1997) because of the uncertainties related to the future
operations of ITP/Fleet.Net.

8. DEBT

Note Payable

The Company has a revolving line of credit agreement with a bank that
limits borrowings to a percentage of receivables and inventories and contains
certain covenants relating to the Company's net worth and indebtedness, among
others. This credit agreement is collateralized by substantially all the assets
of the Company. On February 14, 1997, the Company received a notice of default
and on March 18, 1997 entered into a forbearance agreement whereby the bank
agreed to continue to extend credit under certain conditions. The forbearance
agreement has been subsequently extended to August 15, 1997.

On July 18, 1997, the Company received a commitment letter for a new credit
agreement with Congress Financial Corporation ("Congress Financial") for a
revolving credit facility and term loan facility of up to $4.1 million and $0.9
million, respectively, and a $2.0 million capital equipment acquisition
facility, based on certain limitations and covenants. Allowable borrowings are
based on available accounts receivable and the cost of equipment, and are
secured by all of the Company's assets. The Company expects to close on the new
credit agreement prior to the expiration of the forbearance agreement.

9. RELATED PARTY TRANSACTIONS

During fiscal 1997, 1996, 1995 and 1994, the Company rendered invoices
for non-existent products to certain businesses which appear to have been under
the control or influence of Centennial's former Chief Executive Officer. These
sale transactions have been reversed in connection with the restatement of the
Company's financial statements. See Note 2. In certain instances, these
invoices were paid with funds that appear to have originated from the former
Chief Executive Officer. The proceeds to the Company related to these
transactions, which proceeds amounted to $1,135,000 in the quarter ended June
30, 1996, have been reflected in the accompanying financial statements as
additional paid-in capital.

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10. CONTINGENCIES

Class Action Litigation. Since the Company's announcement on February 11,
1997 that it was undertaking an inquiry into the accuracy of its prior reported
financial results, and that preliminary information had raised questions as to
whether reported results contained material misstatements, approximately 35
purported class action lawsuits have been filed in or transferred to the United
States District Court for the District of Massachusetts. These complaints assert
claims against the Company under Section 10(b) of the Securities Exchange Act of
1934 (the "1934 Act") and Rule 10b-5 promulgated thereunder, and related state
law claims of fraud, deceit and negligent misrepresentation. The complaints also
assert claims against some or all of the Company's Board of Directors, and some
complaints assert claims against certain of the Company's nondirector officers,
under Section 20(a) of the 1934 Act, as well as the same state law claims
asserted against the Company. The Company's independent accountants, Coopers &
Lybrand, L.L.P. ("Coopers & Lybrand"), the Company's lead underwriter for its
March 1996 subsequent public offering, Needham & Company, Inc., and a financial
advisory subscription company, Cabot Heritage Corporation, have also been named
in some of the suits. These class action lawsuits were purportedly brought by
and on behalf of purchasers of the Company's Common Stock between the Company's
initial public offering on April 12, 1994 and February 10, 1997 (the "Centennial
Securities Litigation").

On February 20, 1997, the Company received a subpoena from the United
States Department of Justice ("DOJ") to produce documents in connection with a
grand jury investigation regarding various irregularities in the Company's
previous press releases and financial statements. The DOJ also requested certain
information regarding some of the Company's former officers, certain stock
transactions by the Company's former Chief Executive Officer, and correspondence
with the Company's auditors. The DOJ has subsequently subpoenaed additional
Company records and files. The Company has not been notified by the DOJ that
it is a target or subject of this investigation.

On and after February 26, 1997, four Complaints were filed in the United
States District Court for the District of Massachusetts by plaintiffs purporting
to represent classes of shareholders who purchased the Company's Common Stock on
February 25, 1997. The Complaint also names the Company's Interim Chief
Executive Officer, Lawrence J. Ramaekers, and alleges violations of Sections
10(b) and 20(a) of the 1934 Act (the "February 25 Securities Litigation").

In mid-February 1997, the Company was notified that the Boston District
Office of the Securities and Exchange Commission ("SEC") was conducting an
investigation of the Company. The SEC has requested that the Company provide
the SEC with certain documents concerning the Company's public reports and
financial statements. The SEC indicated that its inquiry should not be
construed as an indication by the SEC or its staff that any violations have
occurred, or as a reflection upon the merits of the securities involved or upon
any person who effected transactions in such securities. The Company is
cooperating with the SEC in connection with this investigation, the outcome of
which cannot yet be determined.

On and after March 26, 1997, several complaints were filed in the United
States District Court for the District of Massachusetts by plaintiffs purporting
to represent classes of shareholders who purchased stock of WebSecure, Inc.
("WebSecure") between December 5, 1996 and February 27, 1997 (the "WebSecure
Complaints"). The WebSecure Complaints assert claims against WebSecure, certain
officers, directors and underwriters of WebSecure, and the Company. Claims
against the Company include alleged violations of Sections 11 and 15 of the
Securities Act of 1933 (the "1933 Act") (the "WebSecure Securities Litigation").

In addition, several shareholder derivative lawsuits have been filed by
purported holders of the Company's common stock seeking recovery for certain
alleged breach of fiduciary duties, alleged gross negligence, alleged breach of
contract and alleged insider trading by members of the Company's Board of
Directors between August 21, 1996 and February 10, 1997 (the "Derivative
Litigation").

On June 18, 1997, the Company announced that it had reached an agreement in
principle to settle the Centennial Securities Litigation, the February 25
Securities Litigation and the Derivative Litigation. This agreement in principle
contemplates that the Company and certain of its officers and directors would be
released from liability arising from the allegations included in these suits. In
return, the Company would agree to pay to the plaintiffs in the Centennial
Securities Litigation and the February 25 Securities Litigation the proceeds, if
any, of any recovery from the Company's directors and officers liability
insurance policies, and an additional $1.45 million in cash. The Company would
also agree to issue to these plaintiffs 37% of the Company's Common Stock. The
Company also expects to adopt certain agreed upon corporate governance policies
and procedures. The plaintiffs would retain their claims against the Company's
former Chief Executive Officer, Emanuel Pinez, and the Company's former Chief
Financial Officer, James M. Murphy.

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The plaintiffs in the February 25 Securities Litigation have not yet
reached an agreement with the Company's Interim Chief Executive Officer,
Lawrence J. Ramaekers, regarding their alleged claims against him. These
plaintiffs have agreed in principle to release the Company from any direct
liability related to those alleged claims. In the agreement under which Mr.
Ramaekers is providing services to the Company, the Company agreed to provide
Mr. Ramaekers with the same indemnification as is applicable to other officers
of the Company pursuant to the Company's By-Laws. The Company has agreed to
indemnify, hold harmless, and defend Mr. Ramaekers from and against certain
claims arising out of his engagement with the Company.

On June 19, 1997, the Company announced that it had reached an agreement in
principle to settle the WebSecure Securities Litigation. The agreement in
principle contemplates that the Company and certain of its officers and
directors would be released from any and all liability arising from the
allegations included in the WebSecure Securities Litigation in return for the
issuance to the WebSecure Securities Litigation class of 345,000 shares of the
Company's Common Stock and the payment to the class of up to $50,000 for notice
and administrative costs.

As of fiscal 1997, the Company recorded a provision for the potential
settlement of the Centennial Securities Litigation of $20.0 million,
representing the cash portion of the potential settlement, together with an
amount equal to 37% of the estimated market capitalization of the Company. The
cash portion ($1,475,000) of the potential settlement is included in accounts
payable and accrued expenses and the Common Stock portion ($18,525,000) is
included in additional paid-in capital.

A number of material terms remain to be negotiated regarding the Centennial
Securities Litigation, the February 25 Securities Litigation, the Derivative
Litigation, and the WebSecure Securities Litigation. A binding commitment to the
terms described above, as well as resolution of other currently unresolved
material terms, must await the execution of final settlement agreements.
Furthermore, any settlement agreement must be submitted to the Court for review
and approval and, thereafter, presented to class members for consideration. If a
sufficiently large number of class members opt not to participate in the
settlement agreement, the agreement may be withdrawn. No assurance can be given
that the parties will be able to reach such final settlement agreements, that
any such agreements, if reached, will be approved by the Court, or that, if
such approval is obtained, that a material number of class members will not
decline to participate in the settlement.

Advent Technology Management, Inc. ("ATM") has purported to exercise an
alleged option to acquire one million shares of the Company's Common Stock in
exchange for certain shares of common stock of WebSecure, Inc. (the
"Securities") which were in the possession of the Company and which ATM asserts
to be the property of ATM. ATM has presented documents to the Company purporting
to show the acknowledgement of Emanuel Pinez as then Chairman and Chief
Executive Officer of the Company to an arrangement whereby the Company was
holding the Securities for the account of ATM and whereby ATM was given the
option to exchange the Securities for 409,600 shares of the Company's Common
Stock, and purporting to show the acknowledgement of James M. Murphy as then
Chief Financial Officer of the Company that the Securities were held for the
account of ATM. The records of the Company do not indicate that the alleged
arrangement was ever disclosed to the Company's Board of Directors or recorded
in its financial records. To the contrary, the Securities were at all times
reflected in the financial records of the Company as the property of the Company
and were in part sold by the Company. The Company does not believe that the
arrangement was valid or that the alleged option is enforceable.

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CENTENNIAL TECHNOLOGIES, INC.

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

CAUTIONARY STATEMENT

Except for historical information contained herein, the discussions
contained in this document include forward-looking statements. Such statements
involve a number of risks and uncertainties, including, but not limited to,
those (i) discussed below, (ii) discussed under the heading "Risk Factors", and
(iii) identified from time to time in the Company's filings with the Securities
and Exchange Commission including those set forth in the Company's Annual
Report on Form 10-K for the fiscal period ended March 31, 1997 under the
heading "Risk Factors." These risks and uncertainties could cause actual
results to differ materially from those projected. Readers are cautioned not to
place undue reliance on these forward-looking statements. The Company assumes no
obligation to update these forward-looking statements to reflect events or
circumstances after the date hereof.

The Company's independent accountants, Coopers & Lybrand, is considering
whether certain potential claims against Coopers & Lybrand compromise its
independence so as to render it unable to deliver its opinion with respect to
the Company's financial statements. The Company is currently unable to determine
when this concern will be resolved. If Coopers & Lybrand determines that it
cannot provide its opinion on the Company's financial statements for the three
years ended June 30, 1994, 1995, 1996 and nine months ended March 31, 1997, the
Company will be obliged to retain other independent accountants, in which case
its delivery of audited financial statements may be delayed for a substantial
period and, as a result of the examination of such financial statements by
successor independent accountants, there may be material changes to such
financial statements.

OVERVIEW

The Company designs, manufacturers and markets an extensive line of PC
cards used primarily by OEMs in industrial and commercial applications. The
Company's PC cards provide added functionality to devices containing
microprocessors by supplying increased storage capacity, communications
capabilities and programmed software for specialized applications.

The following discussion and analysis should be read in conjunction with
the unaudited Consolidated Financial Statements and Notes thereto.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1997 AND JUNE 30, 1996

Sales. Sales decreased 43.6% to approximately $6.6 million in the 1997
period compared to $11.6 million in the 1996 period, due to the impact of
adverse publicity surrounding the criminal indictment of the Company's former
Chief Executive Officer and the associated special investigation and
shareholder litigation matters. In addition, sales to a major customer
decreased from $2.7 million in the 1996 period to near zero in the 1997 period
due to the completion of the program under which the product was originally
shipped.

Another significant customer represented 28% of total sales in the 1997
period and 24% of total sales in the 1996 period. A third customer represented
12% of total sales in the 1997 period compared to an insignificant amount in the
1996 period. If these customers were to reduce significantly the amount of
business they conduct with the Company, it could have a material adverse
effect on the Company's business, financial condition and results of
operations. No other customer or group of related customers accounted for more
than 10% of the Company's sales.

Furthermore, sales for the current quarter were negatively impacted as
several continuing customers accelerated their orders in the previous quarter
shortly after the adverse publicity broke. This had the effect of improving
the Company's performance in March 1997 and reducing April and May shipments.

Sales outside of the United States represented 11% of sales in the 1997
period compared to 5% of sales in the 1996 period.

Costs of Goods Sold. Cost of goods sold decreased 30% to $6.1 million for
the 1997 period compared to $8.8 million for the 1996 period. Gross margins
were 6.6% for the 1997 period compared to 24.8% for the 1996 period. Costs of
goods sold include

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provisions for inventory obsolescence of $.4 million in the 1997 period and $.3
million in the 1996 period, representing 6.1% of sales in the 1997 period and
2.6% in the 1996 period. Cost of sales in the 1997 period was also negatively
impacted by inventory revaluation adjustments of $.9 million or 13.6% of sales
primarily due to declining electronic component prices and changes in overhead
absorption rates. No similar adjustments were recorded in the 1996 period. On
July 3, 1997, the Company carried out a reduction-in-force which resulted in
reducing the number of production employees by 24.

Engineering Costs. Engineering costs were $356,000 in the 1997 period
versus $308,000 in the 1996 period.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $1.9 million in the 1997 period compared to
$1.1 million in the comparable 1996 period due to increased sales staffing and
travel, increased professional fees, key employee retention bonuses incurred in
1997, expenses associated with the facility move, and increased insurance
costs.

In addition, during the 1997 period, the Company revised its method of
allocating overhead costs to cost of goods sold, which revision reduced the
allocation from selling, general and administrative expenses for this period
by approximately $170,000.

Depreciation expense increased to $150,000 in the 1997 period compared to
$125,000 in the 1996 period, reflecting increased capital equipment
expenditures to increase production capacity and improve productivity.

Net Interest Expense. Net interest expense was $78,000 in the 1997 period
compared to interest income of $157,000 in the 1996 period. The increase in
interest expense was primarily due to increased borrowings.

Loss on Investment Activities. Loss on investment activities consists of
write-downs, valuation adjustments and accruals for losses associated with
certain investments. The following table describes the elements and the amounts
reflected in this category for the 1997 period (in thousands):

1997 1996
------ ------

Costs incurred in connection with
ITP/Fleet.Net (See Note 7)................. $3,235 $1,101
Loss on investment in ViA.................. 250 --
Losses on other investments................ -- 1,492
------ ------
TOTAL...................................... $3,485 $2,593
====== ======

Equity Interest in Earnings of Affiliate. The equity interest in earnings
of affiliate of $.5 million reflects the Company's net interest in earnings of
Century.

Special Investigation Costs. Due to incremental costs it was necessary to
increase the accrual for Special Investigation Costs by $597,000 in the 1997
period.

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As of June 30, 1997, a total of $4.3 million has been provided for the
cost of the special investigation, certain refinancing activities, and the cost
of legal defense associated with shareholders' litigation.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception, the Company has financed its operating activities
primarily from public and private offerings of equity securities and loans from
financial institutions and others.

Fiscal 1998 Liquidity Outlook

The Company has experienced significant losses from operations and has
taken measures to reduce those losses, including reducing various expenses and
implementing new cost controls. If cost savings are not achieved or revenues
are not increased, it would significantly impair the ability of the Company to
continue as a going concern. The Company believes that its present cash
balances, financing from Congress Financial, and anticipated future cash flows
will be sufficient to fund future operations. However, the Company can make no
assurances that measures taken to date or to be taken in the future will be
sufficient to stem losses or that future financing will be available to the
Company or, if available, on terms that will be satisfactory to the Company.

Operating Activities

At June 30, 1997, working capital decreased to approximately negative
$.1 million, compared to positive working capital of $4.6 million at March 31,
1997, due principally to operating losses. In the 1997 period the Company
experienced cash flow from operations of approximately $9.4 million, compared to
cash flow used in operations of $6.5 million for the comparable period last
year. Days of sales outstanding in accounts receivable amounted to 50 days at
June 30, 1997 compared to 46 days at March 31, 1997. The Company's inventories
represent approximately 12 weeks of manufacturing output at June 30, 1997,
compared to 12 weeks at March 31, 1997. Management has implemented new
procurement practices reflecting increased emphasis on reducing inventory
levels.

As a result of the adjustments made to the Company's financial statements
in connection with its financial review, previous provisions for income taxes
have been reversed and the associated payments of approximately $1.3 million are
classified as recoverable income taxes at June 30, 1997. Approximately $1.0
million of these tax refunds were received as of August 15, 1997. For the 1997
period $6 million of tax refunds were received and used to reduce borrowings.

The Company's access to trade credit from its vendors has been subject to
increased scrutiny by its vendors and more limited terms since its announcement
of financial irregularities in February 1997. While certain suppliers have
imposed "collection on delivery" terms, the Company's principal suppliers have
continued to extend credit. If such suppliers were to discontinue or limit
materially existing credit terms, the Company could be placed in the position
where it would be unable to continue operations.

Investing Transactions

Net capital expenditures amounted to $118,000 in the 1997 period and
$183,000 in the 1996 period. As of June 30, 1997, the Company had remaining
obligations of $522,000 on equipment financing leases, which are in default due
to cross-default provisions between a master lease agreement and a revolving
credit agreement to which the Company is a party, both of which are with the
same bank lender. The Company intends to repay these leases using proceeds
from its new term loan facility.

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The Company has commitments for future capital equipment expenditures in
fiscal year 1998 of $325,000. In addition, included in accounts payable and
accrued expenses are invoices for capital equipment amounting to $363,000.
The Company expects to finance these expenditures, in part, through a new term
loan and a new capital acquisition facility.

Financing Transactions

In November 1996, the Company renewed and amended its revolving line of
credit with a bank, pursuant to which the Company could borrow up to specified
limits based on the Company's eligible receivables and inventory, including
eligible receivables and inventory of Design Circuits, Inc. ("DCI"). See " --
Investment in Century Electronics Manufacturing, Inc." Borrowings on the DCI
borrowing base were made by the Company and subject to a DCI guarantee. All
borrowings were collateralized by substantially all of the assets of the
Company. The agreement required the Company to comply with certain covenants
relating to the Company's net worth and indebtedness, among other things. On
February 14, 1997, the Company received a notice of default, and on March 18,
1997, entered into a forbearance agreement whereby the bank agreed to continue
to extend credit under certain conditions. The forbearance agreement has been
subsequently extended to August 15, 1997.

Investment in Century Electronics Manufacturing, Inc.

In October 1996, the Company and the minority shareholders in DCI exchanged
their DCI shares for shares of capital stock in a newly formed entity, Century
Electronics Manufacturing, Inc. ("Century").

On November 5, 1996, Century purchased Triax Technology Group Limited
("Triax"), a provider of contract manufacturing services located in the United
Kingdom for approximately $4.2 million in cash, and approximately 2.2 million
shares of common stock of Century. The Company also contributed 25,000 shares of
Centennial Common Stock as a finder's fee. At the conclusion of the Triax
transaction, Triax and DCI were wholly-owned subsidiaries of Century, and
Centennial owned approximately 67% of Century.

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Contingencies

The Company is a defendant in numerous lawsuits alleging violations of
securities and other laws in connection with the Company's prior reported
financial results and certain other related matters. See Note 10 of Notes to
Unaudited Consolidated Financial Statements. The Company is currently
negotiating the settlement of these suits, and believes that such lawsuits will
be settled substantially in accordance with the description contained in Note
10 of Notes to Unaudited Consolidated Financial Statements. The Company
believes that such settlements will not have a material adverse impact on its
liquidity. As of fiscal 1997, the Company has recorded a provision for the
potential settlement of the Centennial Securities Litigation of $20.0 million,
representing the cash portion of the potential settlement, together with an
amount equal to 37% of the estimated market capitalization of the Company. The
cash portion ($1,475,000) of the potential settlement is included in accounts
payable and accrued expenses and the Common Stock portion ($18,525,000) is
included in additional paid-in capital. However, there can be no assurance that
the Company will be successful in negotiating the settlements described in Note
10, or that the claims against Lawrence J. Ramaekers, the Company's interim
Chief Executive Officer, in connection with the February 25 Securities
Litigation, as to which the Company may have indemnification obligations will
be settled, and such inability to settle pending litigation could have a
material adverse affect on the Company's liquidity, business, financial
condition and results of operations.

The Company has received information that on August 11, 1997, a lawsuit
was filed in the Seventeenth Judicial Circuit in and for Broward County,
Florida by Osvaldo Franco, Sheldon Leader, C. Michael Renuart and Frank
Schmidt, all former employees (the "Employees") of Intelligent Truck Project,
Inc. ("ITP") against, the Company, its present and former directors and its
Treasurer alleging that the Company misrepresented its financial prospects in
order to persuade the Employees to exchange their ITP shares for the Company's
shares. The Company has not been served with the complaint.

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RISK FACTORS

From time to time, information provided by the Company or statements made
by its employees may contain forward-looking information. The Company's actual
future results may differ materially from those projections or suggestions made
in such forward-looking information as a result of various potential risks and
uncertainties including, but not limited to, the factors discussed below.

Losses in Prior Periods; Liquidity and Financing Risks. The Company has
experienced significant losses from operations during fiscal 1994, fiscal 1995,
fiscal 1996 and fiscal 1997 and the first quarter of fiscal 1998. The Company
has taken measures since the firing of its former Chief Executive Officer in
February 1997 to reduce those losses, including appointing a turnaround
specialist, reducing various expenses and implementing new cost controls. If
cost savings are not achieved or revenues are not increased, the operating plan
for the Company could include further cost reductions. If cost savings are not
achieved, or revenues are not increased, it would significantly impair the
ability of the Company to continue as a going concern. The Company believes that
its present cash balances, anticipated financing from Congress Financial, and
anticipated future cash flows will be sufficient to fund future operations.
Although the Company has received a commitment letter from Congress Financial
regarding the proposed refinancing, and believes that the refinancing with
Congress Financial will be consummated, the refinancing is subject to certain
conditions. The Company can make no assurances that measures taken to date or to
be taken in the future will be sufficient to stem losses or that future
financing will be available to the Company or, if available, on terms that will
be satisfactory to the Company.

Dependence on Major Customers; Concentration of Credit Risk. Bay Networks,
Inc. and Navionics, Inc. accounted for approximately 28% and 12%, respectively,
of the Company's sales for the 1997 period. Bay Networks and a subsidiary of
Philips Electronics, N.V. accounted for 24% and 23%, respectively, of the
Company's sales for the 1996 period. The loss of, or a significant curtailment
of purchases by these customers, or any other significant customer of the
Company, could have a material adverse effect on the Company's business,
financial condition and results of operations. Substantially all of the
Company's sales to Philips have been in connection with Philips' sales of screen
phones to a single customer. Except for certain orders presently in dispute, the
Company has fulfilled all purchase orders with Philips, and the Company believes
that it will not receive additional orders from Philips pursuant to the screen
phone program. The industries served by the Company are characterized by
frequent mergers, consolidations, acquisitions, corporate restructuring and
changes in management, and the Company has from time to time experienced
reductions in purchase orders from customers as a result of such events. There
can be no assurance that such events involving customers of the Company will not
result in a significant reduction in the level of sales by the Company to such
customers or the termination of the Company's relationship with such customers.
In addition, the percentage of the Company's sales to individual customers may
fluctuate from period to period. Customer orders can be canceled and volume
levels can be changed or delayed. The timely replacement of canceled, delayed,
or reduced orders with new customers cannot be assured. These risks are
exacerbated because a majority of the Company's sales are to customers in the
electronics industry, which is subject to rapid technological change and product
obsolescence. The electronics industry is also subject to economic cycles and
has in the past experienced, and is likely in the future to experience,
fluctuations in demand. The Company anticipates that a significant portion of
its sales will continue for the foreseeable future to be concentrated in a small
number of customers in the electronics industry.

Fluctuations in Quarterly Results. The Company's results of operations may
be subject to quarterly fluctuations due to a number of factors, including the
timing of receipt and delivery of significant orders for the Company's products,
competitive pricing pressures, increases in raw material costs, costs associated
with the expansion of operations, changes in customer and product mix,
production difficulties, quality of the Company's products, write-downs or
writeoffs of investments in other companies, exchange rate fluctuations and
market acceptance of new or enhanced versions of the Company's products, as well
as other factors, some of which are beyond the Company's control. Additionally,
as is the case with many high technology companies, a significant portion of the
Company's orders and shipments typically occurs in the last few weeks of a
quarter. As a result, revenues for a quarter are not predictable, and the
Company's revenues may shift from one quarter to the next, having a significant
effect on reported results.

The trading price of the Company's Common Stock may fluctuate widely in
response to, among other things, quarter-to-quarter operating results, industry
conditions, awards of orders to the Company or its competitors, new product or
product development announcements by the Company or its competitors and changes
in earnings estimates by analysts. There can be no assurance that the Company's
future performance will meet the expectations of analysts or investors. In
addition, the volatility of the stock markets may cause wide fluctuations in
trading prices of securities of high technology companies.

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Dependence on Key Personnel. The Company's success depends to a significant
degree upon the efforts and abilities of members of its senior management and
other key personnel, including technical personnel. The loss of any of these
individuals could have a material adverse effect on the Company's business,
financial condition and results of operations. The Company's business also
depends upon its ability to continue to attract and retain senior managers and
skilled technical employees. The Company is currently conducting an executive
search for a permanent Chief Executive Officer and Chief Financial Officer.
Failure to attract and retain such senior personnel could materially and
adversely affect the Company's business, financial condition and results of
operations.

PART II- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 2. CHANGES IN SECURITIES Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable.

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

ITEM 5. OTHER INFORMATION Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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ITEM
NO. DESCRIPTION LOCATION
----- ----------- --------
SEE NOTE:

3.1 -- Certificate of Amendment to the Certificate of Incorporation........................ (3)
3.2 -- By-Laws............................................................................. (7)
3.3 -- Shareholder Voting Agreement between Centennial Technologies, Inc. and
the Shareholders who are a party thereto, dated November 27, 1996.................... (1)
Filed
4.1 -- Specimen Stock Certificate.......................................................... herewith
4.2 -- Form of Warrant Agreement between the Company and American Securities
Transfer, Incorporated (includes Specimen Warrant Certificate)...................... (7)
10.1 -- Revolving Credit and Security Agreement between the Company and The
First National Bank of Boston, dated September 14, 1994............................. (5)
10.2 -- $3,000,000 Revolving Credit Note, dated September 14, 1994, by NCT in
favor of The First National Bank of Boston for the benefit of the
Company............................................................................. (5)
10.3 -- Unlimited Guaranty, dated September 14, 1994, by NCT in favor of The
First National Bank of Boston for the benefit of the Company........................ (5)
10.4 -- Affiliate Subordination Agreement, dated September 14, 1994, executed
in favor of The First National Bank of Boston by the Company, NCT and
Emanuel Pinez....................................................................... (5)
10.5 -- Amendment No. 1 dated as of November 8, 1995 to the Revolving Credit
and Security Agreement between the Company and The First National Bank
of Boston........................................................................... (2)
10.6 -- Forbearance Agreement and Amendment by and between The First National
Bank of Boston, BancBoston Leasing Inc., Centennial Technologies, Inc.,
NCT, Inc., Century Electronics Manufacturing, Inc. and Design Circuits,
Inc., dated as of March 18, 1997.................................................... (1)
10.7 -- Lease Agreement between the Company and 37 Manning Road Limited
Partnership, dated November 6, 1992 and amended on November 29, 1992................ (7)
10.8 -- Lease Agreement between the Company and 4 Point Interiors, dated June
28, 1993 ("California Lease")....................................................... (7)
10.9 -- Amendment to the California Lease, dated June 25, 1993.............................. (7)
10.10 -- Form of the Company's Domestic Distributor Agreement between the
Company and its domestic distributors............................................... (7)
10.11 -- Form of the Company's Agreement with its Manufacturer's
Representatives..................................................................... (7)
10.12 -- Purchase Agreement between Triple I Corporation and Centennial
Technologies, Inc., dated March 31, 1996............................................ (1)
10.13 -- Investment and Stockholders Agreement by and between Centennial
Technologies, Inc. and ViA, Inc., dated November 27, 1996........................... (1)
10.14 -- 1994 Stock Option Plan, as amended.................................................. (3)
10.15 -- 1994 Formula Stock Option Plan, as amended.......................................... (3)
10.16 -- Indemnification Agreement dated April 11, 1994 between Emanuel Pinez
and the Company..................................................................... (7)
10.17 -- Employment Agreement between the Company and John J. McDonald, dated
October 20, 1995.................................................................... (2)
10.18 -- Key Employee Agreement between Centennial Technologies, Inc. and Donald
R. Peck, dated February 1, 1997..................................................... (1)
10.19 -- Agreement to Provide Interim Management and Consulting Services between
Centennial Technologies, Inc. and Jay Alix & Associates, dated February
17, 1997............................................................................ (1)
10.20 -- Key Employee Agreement between Centennial Technologies, Inc. and John J. Filed
McDonald dated April 1, 1997........................................................ herewith
10.21 -- Key Employee Agreement between Centennial Technologies, Inc. and David E. Filed
Merry, Jr. dated April 1, 1997...................................................... herewith
10.22 -- First Amendment to Forbearance Agreement by and between The First National
Bank of Boston, BancBoston Leasing Inc., Centennial Technologies, Inc., NCT, Inc.,
Century Electronics Manufacturing, Inc. and Design Circuits, Inc., dated as of Filed
April 18, 1997...................................................................... herewith
10.23 -- Second Amendment to Forbearance Agreement and Amendment by and between
The First National Bank of Boston, BancBoston Leasing Inc., Centennial
Technologies, Inc., NCT, Inc., Century Electronics Manufacturing, Inc. and Filed
Design Circuits, Inc., dated as of June 4, 1997..................................... herewith
10.24 -- Third Amendment to Forbearance Agreement and Amendment by and between
The First National Bank of Boston, BancBoston Leasing Inc., Centennial
Technologies, Inc., NCT, Inc., Century Electronics Manufacturing, Inc. and Filed
Design Circuits, Inc., dated as of June 26, 1997.................................... herewith
10.25 -- Consulting Agreement by and between Centennial Technologies, Inc. and William M. Filed
Kinch dated as of March 1, 1997..................................................... herewith
10.26 -- Agreement for Consulting Services between The Boston Agent and Centennial Filed

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Technologies, Inc., dated January 20, 1997.......................................... herewith
10.27 -- Lease Agreement by and between Centennial Technologies, Inc. and Michael A. Filed
Howland, as Trustee of the Hownat Trust, dated April 17, 1997....................... herewith
10.28 -- Settlement Agreement by and among Centennial Technologies, Inc., H. Hamby Filed
Hutcheson and Mary Low Hutcheson, dated as of May 15, 1997.......................... herewith
Filed
27 -- Financial Data Schedule............................................................. herewith

(1) Incorporated by reference to the similarly numbered exhibit to the
Company's Company's Annual Report on Form 10-K filed with the Commission on July
22, 1997.

(2) Incorporated by reference to the similarly numbered exhibit to the
Company's Form S-3 Registration Statement (No. 33-1008) declared effective by
the Securities and Exchange Commission (the "Commission") on March 19, 1996.

(3) Incorporated by reference to the similarly numbered exhibit to the
Company's Annual Report on Form 10-KSB filed with the Commission on October 13,
1995.

(4) Incorporated by reference to the similarly numbered exhibit to the
Company's Post-Effective Amendment No. 2 to its Form SB-2 Registration Statement
(No. 33-74862-NY) filed with the Commission on February 1, 1995.

(5) Incorporated by reference to the similarly numbered exhibit to the
Company's Post-Effective Amendment No. 1 to its Form SB-2 Registration Statement
(No. 33-74862-NY) originally filed with the Commission on December 22, 1994.

(6) Incorporated by reference to the similarly numbered exhibit to the
Company's Annual Report on Form 10-KSB filed with the Commission on September
25, 1994.

(7) Incorporated by reference to the similarly numbered exhibit to the
Company's Form SB-2 Registration Statement (No. 33-74862-NY) declared effective
by the Commission on April 12, 1994.

(b) Reports on Form 8-K. None.

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SIGNATURES

IN ACCORDANCE WITH SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, THE REGISTRANT CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF
BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

CENTENNIAL TECHNOLOGIES, INC.

Dated: August 14, 1997 By: /s/ LAWRENCE J. RAMAEKERS
--------------- ---------------------------------
Lawrence J. Ramaekers
Interim Chief Executive Officer

Dated: August 14, 1997 By: /s/ EUGENE M. BULLIS
--------------- ---------------------------------
Eugene M. Bullis
Interim Chief Financial Officer