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 March 31, 2001.
[ ] 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 [X] No[ ]
The number of shares outstanding of Registrant's common stock ($0.01 par value)
as of the quarter ended March 31, 2001, was 1,110,650 shares.
TABLE OF CONTENTS
PART I
Page
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ITEM 1. FINANCIAL STATEMENTS 3
ITEM 2. PLAN OF OPERATION 10
PART II
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. CHANGES IN SECURITIES 11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 11
ITEM 4. SUBMISSION TO A VOTE OF SECURITY HOLDERS 11
ITEM 5. OTHER 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURES 13
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
December 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 December 31, 2001. Accordingly, consolidated audited
interim financial statements, including a balance sheet for the Company as of
the fiscal quarter ended March 31, 2001, 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.
CENTURY LABORATORIES
FINANCIAL STATEMENTS
C O N T E N T S
Independent Auditors Report F-1
Balance Sheet F-2
Statements of Operations F-3
Statement of Stockholders' Equity F-4
Statement of Cash Flows F-5
Board of Directors
Century Laboratories, Inc.
INDEPENDENT AUDITORS' REPORT
I have audited the accompanying balance sheet of Century Laboratories, Inc. as
of March 31, 2001 and the related statement of operations, cash flows and
stockholders' equity for the year then ended. The financial statement is the
responsibility of management. My responsibility is to express an opinion on the
financial statement based on my audit.
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 the
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
February 28, 2001 and the results of its operations and cash flows for the years
then ended in conformity with generally accepted accounting principles.
David Suss, CPA
May 15, 2001
F-1
CENTURY LABORATORIES, INC.
BALANCE SHEET
AUDITED
ASSETS
March 31, 2001
Cash $ 783
Fixed Assets
Office Equipment 2,395
Total Assets 3,178
LIABILITIES AND STOCKHOLDER EQUITY
Liabilities
Loans Payable $ 7,000
Total Liabilities 7,000
Shareholders' Equity:
Common Stock, $.001 par value
per share; 65,000,000 shares
authorized, preferred stock
$.001 par value per share;
10,000,000 shares authorized,
1,100,000 common shares
issued and outstanding 12/31/00 1,100
Additional Paid-in Capital 7,553,110
Retained Earnings (Deficit) (7,558,032)
Total Shareholders' Equity (7,558,032)
Total Liabilities and Shareholders' Equity $ 3,178
F-2
CENTURY LABORATORIES, INC.
INCOME STATEMENT
AUDITED
Months Ended
1/1/01-3/31/01
Revenue $ 0
Expenses:
Consulting Fee 6,857
Professional Fees 725
Stock Transfer Expense 2,447
Bank Charges 10
NET LOSS $ ( 9,314)
F-3
CENTURY LABORATORIES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
Additional Retained
Paid in Earnings
Capital (Deficit)
Net Loss (12/31/00) - (11,003)
Capital Contributed (12/31/00) 113,000 -
BALANCE 12/31/00 $ 7,553,110 $(7,548,718)
Net Loss (3/31/01) - (9,314)
BALANCE $ 7,553,110 $(7,558,032)
F-4
CENTURY LABORATORIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
AUDITED
For the Two Months Ended
March 31, 2001
Cash Flows from Operating Activities ($9,314)
Increase in Loans Payable 2,000
Total Cash Flows ( 7,314)
Cash at Beginning 8,097
Decrease in Cash 7,314
Cash at End of Period $ 783
F-5
14
ITEM 2. PLAN OF OPERATION
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 year end report for
year 2000, filed on April 16, 2001, 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.
The Company
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The Company presently has office space at no cost to the Company at 730 2nd
Street Santa Rosa, CA 95402-3588.
Business of Issuer
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Our Company was originally formed as a Delaware corporation in 1958 under
the name Carrtone Laboratories, Inc. We were engaged in the licensing of
patents held by our Company, collecting royalties on a patent and exploiting and
acquiring other patents and inventions including those related to heart disease
treatment, cancer treatment and asthma treatment technologies. Finding the
results unsuccessful, we allowed our patents to lapse and discontinued business
operations. We eventually became inactive and lacked the funds to maintain any
operations.
We were de-listed from the NASD Bulletin Board because we failed to file
our periodic reports with the Securities and Exchange Commission. However, we
have recently updated our SEC reporting in order to become potentially
attractive to a privately held company interested in becoming a publicly held
company, without the costs and the time incurred in publicly distributing its
securities. We presently trade on the National Quotation Bureau stock exchange
("Pink Sheets").
On August 18, 2000, Edwin Mendlinger resigned as President, Vice-President,
Treasurer and Director of the Company; Louis Birner resigned as Secretary and
Director of the Company, and Robert Bryan was appointed as President,
Vice-President, Treasurer, Secretary and Director of the Company.
We currently have little revenues and own very limited assets. We have no
viable operations. We will continue to seek a sale or business combination
transaction. Because we have limited revenues we may be unable to satisfy any
liabilities incurred prior to the combination with a privately held company. If
negotiations and transactions fail prior to a successful consummation, we may
not be able to continue to pursue new business opportunities with other
privately held companies. If this occurs, it is foreseeable that our Company's
common stock may become worthless and our stockholders may receive, if any, a
nominal distribution, upon our Company's liquidation and dissolution.
We can not predict the resulting value of the merger or business
transaction for the owners of the privately held company selected for a business
combination. The privately held company selected for the business combination
may incur significant expenses and costs associated with the business
combination including legal, accounting and administrative fees and expenses.
Capital Resources and Liquidity
During the quarter ended March 31, 2001, the Company issued 10,000 shares
pursuant to a consulting agreement.
Results of Operations
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For the three month ended March 31, 2001, the Company was not active and
there was no financial activity, as well.
PART II
ITEM 1. LEGAL PROCEEDINGS
We are not aware of any material pending legal proceeding to which we are a
party or of which any of our property is the subject. We are not aware of our
Company's involvement in violations of Federal, State or local statutes or
ordinances with environmental protection.
ITEM 2. CHANGES IN SECURITIES
During the quarter ended March 31, 2001, there were no changes in
securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
During the quarter ended March 31, 2001, there were no defaults upon senior
securities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended March 31, 2001, there were no matters submitted to
a vote of the Company's shareholders.
ITEM 5. OTHER
Subsequent Events.
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On April 30, 2001, our symbol was changed from "CNLB" to "CYLI". During
the first week of May 2001, the Company, which is presently trading on the
National Quotation Bureau stock exchange ("Pink Sheets"), has made application
to the National Association of Securities Dealers for reinstatement to the Over
The Counter Bulletin Board stock exchange ("OTCBB").
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
During the quarter ended March 31, 2001, there were no reports on form 8-K.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized this 18th day of
May, 2001.
CENTURY LABORATORIES, INC.
/s/Robert Bryan
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By: Robert Bryan, President