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 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