UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended June 30, 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 ($0.001 par value)
as of the quarter ended June 30, 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 8
PART II
ITEM 1. LEGAL PROCEEDINGS 9
ITEM 2. CHANGES IN SECURITIES 9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9
ITEM 4. SUBMISSION TO A VOTE OF SECURITY HOLDERS 9
ITEM 5. OTHER 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURES 10
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 June 30, 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-4 and are incorporated herein by this reference.
CENTURY LABORATORIES, INC.
BALANCE SHEET
June 30, 2001
ASSETS
Cash $ 1,490
===========
LIABILITIES
Note payable to shareholder $ 16,800
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Total Liabilities 16,800
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STOCKHOLDERS' DEFICIT
Common stock, $.001 par, 65,000,000 shares
authorized, 1,110,650 shares issued and outstanding 1,111
Additional paid in capital 7,563,399
Retained deficit (7,579,820)
-----------
Total Stockholders' Deficit ( 15,310)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,490
===========
F-1
CENTURY LABORATORIES, INC.
STATEMENTS OF EXPENSES
For the Six Months and Three Months Ended June 30, 2001 and 2000
------Restated------
3 Months 6 Months 3 Months 6 Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2001 2001 2000 2000
-------- -------- -------- --------
Administrative expenses $ 8,917 $ 18,307 $ 16,007 $ 19,472
-------- -------- -------- --------
Net loss $ (8,917) $ (18,307) $ (16,007) $ (19,472)
======== ======== ======== ========
Net (loss) per common share $ ( .008) $ ( .016) $ ( .061) $ ( .074)
Weighted average common
shares outstanding 1,110,650 1,110,650 261,685 261,685
F-2
CENTURY LABORATORIES, INC.
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30, 2001 and 2000
6 Months 6 Months
Ended June 30, Ended June 30,
2001 2000
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (18,307) $ (19,472)
CASH FLOWS FROM FINANCING ACTIVITIES
Note payable to shareholder 11,700 -
-------- --------
NET CHANGE IN CASH ( 6,607) (19,472)
Cash balance, beginning 8,097 22,030
-------- --------
Cash balance, ending $ 1,490 $ 2,558
======== ========
F-3
10
CENTURY LABORATORIES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Century Laboratories,
Inc. have been prepared in accordance with generally accepted accounting
principles and the rules of the Securities and Exchange Commission ("SEC"), and
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company's Annual Report filed with the SEC on Form
10-KSB. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes
to the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for the most recent fiscal year,
2000, as reported in the 10-KSB, have been omitted.
F-4
ITEM 2. PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with
the Company's 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's 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's 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
- ------------
The Company presently has office space at no cost to the Company at 730 2nd
Street Santa Rosa, CA 95402-3588.
Business of Issuer
- --------------------
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 June 30, 2001, the Company did not issue any
unregistered shares or register any shares of its common stock.
Results of Operations
- -----------------------
For the three month ended June 30, 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 June 30, 2001, there were no changes in
securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
During the quarter ended June 30, 2001, there were no defaults upon senior
securities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended June 30, 2001, there were no matters submitted to
a vote of the Company's shareholders.
ITEM 5. OTHER
Change in Registrant's Certifying Accountant.
- ------------------------------------------------
The Registrant has changed its certifying accountant from David Suss, CPA
to Malone & Bailey, PLLC, 5444 Westheimer Rd., #2080, Houston, Texas 77056 on
August 15, 2001. The report of David Suss, CPA for the past two years has not
contained an adverse opinion or disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles. The
accounting firm of David Suss, CPA was terminated but there have been no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. During the quarter ended
June 30, 2001, there were no other material matters to report.
Malone & Bailey, PLLC was not consulted on accounting policies or on any
accounting transaction prior to their engagement. The change of auditors was
approved by the Board of Directors. The Company has not received a Letter of
Consent from the old auditor, David Suss, CPA and will file an 8-K pursuant to
Section 13 or 15(d) of the Securities Exchange Act 1934 upon, and if, receipt
thereof.
The Company is in the process of amending the Company's financial last
three financial filings. Upon completion, the Company intends to file a Form
8-K pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
reflecting those changes.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Description
Exhibit 16.1 Letter of Consent from David Suss, CPA
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 5th day of
September, 2001.
CENTURY LABORATORIES, INC.
/s/Robert Bryan
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By: Robert Bryan, President