UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE
      SECURITIES EXCHANGE ACT OF 1934





For
the Quarterly Period Ended September 30, 2009





or





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES
      EXCHANGE ACT OF 1934





For
the transition period from ______ to _______





Commission
File Number 0-23851





Centenary
International Corporation





(Exact
name of registrant as specified in its charter)





NEVADA
              
              90-0294913(State
      or other jurisdiction of
              
              (I.R.S.
      Employerincorporation
      or organization)
              
              Identification
      No.)





Av. Roque Saenz Pena 971– 8
Piso, (C1035AAE) Buenos Aires, Argentina


(Address
of principal executive offices)





(011-5411)
4328-3996


(Registrant’s
telephone number, including area code)





Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by Section 13 or 15
(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
x  No
 ̈





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files). Yes  ̈  No  ̈





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.





Large
      accelerated filer  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈  (Do
      not check if a smaller reporting company)
              Smaller
      reporting company x





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes x No  ̈





APPLICABLE
ONLY TO CORPORATE ISSUERS





Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.





Class
            Outstanding
      as of November 4, 2009Common
      Stock, $0.001 par value
            576,682









TABLE
OF CONTENTS





Heading
                          
                          PagePART  I
      – FINANCIAL INFORMATIONItem
      1.
                          Financial
      Statements
                          3Balance
      Sheets – September 30, 2009 (unaudited) and December 31,
    2008
                          4Statements
      of Operations – three months and nine months ended September
      30,2009
      and 2008 and the period from re-entry of development stage on January 1,
      2000 toSeptember
      30, 2009 (unaudited)
                          5Statements
      of Cash Flows – nine months ended September 30, 2009 and2008
      and the period from re-entry of development stage on January 1, 2000 to
      September 30,2009
      (unaudited)
                          6Notes
      to Financial Statements
                          7Item
      2.
                          Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                          9Item
      3.
                          Quantitative
      and Qualitative Disclosures About Market Risk
                          13Item
      4.
                          Controls
      and Procedures
                          13PART
      II – OTHER INFORMATIONItem
      1.
                          Legal
      Proceedings
                          13Item
      1A.
                          Risk
      Factors
                          13Item
      2.
                          Unregistered
      Sales of Equity Securities and Use of Proceeds
                          14Item
      3.
                          Defaults
      Upon Senior Securities
                          14Item
      4.
                          Submission
      of Matters to a Vote of Security Holders
                          14Item
      5.
                          Other
      Information
                          14Item
      6.
                          Exhibits
                          14Signatures
                          15




-2-




PART
I – FINANCIAL INFORMATION




Item
      1.
            Financial
      Statements





The accompanying balance sheets of
Centenary International Corporation at September 30, 2009 and December 31, 2008,
and related statements of operations for the three and nine months ended
September 30, 2009 and 2008 and the period from re-entry of the development
stage on January 1, 2000 through September 30, 2009, and the related statements
of cash flows for the nine months ended September 30, 2009 and 2008 and the
period from re-entry of the development stage on January 1, 2000 through
September 30, 2009 have been prepared by management in conformity with United
States generally accepted accounting principles.  In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.  Operating results for
the period ended September 30, 2009, are not necessarily indicative of the
results that can be expected for the fiscal year ending December 31,
2009.




-3-





Centenary
International Corporation


(A
Development Stage Company)


Condensed
Balance Sheets




September
      30,
                                
                                December
      31,2009
                                
                                2008(unaudited)ASSETSCURRENT
      ASSETSCash
                                
                                $
                                -
                                
                                
                                $
                                -Prepaid
      expenses
                                
                                
                                -
                                
                                
                                
                                -Total
      Current Assets
                                
                                
                                -
                                
                                
                                
                                -TOTAL
      ASSETS
                                
                                $
                                -
                                
                                
                                $
                                -LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                                
                                $
                                3,580
                                
                                
                                $
                                7,909Accrued
      interest payable - related party
                                
                                
                                4,357
                                
                                
                                
                                2,455Notes
      payable -related parties
                                
                                
                                121,756
                                
                                
                                
                                85,793Total
      Current Liabilities
                                
                                
                                129,693
                                
                                
                                
                                96,157TOTAL
      LIABILITIES
                                
                                
                                129,693
                                
                                
                                
                                96,157STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock; 50,000,000 shares authorized,at
      $0.001 par value, 576,682 shares issued andoutstanding
                                
                                
                                577
                                
                                
                                
                                577Additional
      paid-in capital
                                
                                
                                8,562,081
                                
                                
                                
                                8,562,081Deficit
      accumulated prior to the development stage
                                
                                
                                (6,319,106
                                )
                                
                                
                                (6,319,106
                                )Deficit
      accumulated during the development stage
                                
                                
                                (2,373,245
                                )
                                
                                
                                (2,339,709
                                )Total
      Stockholders' Equity (Deficit)
                                
                                
                                (129,693
                                )
                                
                                
                                (96,157
                                )TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                                
                                $
                                -
                                
                                
                                $
                                -





The
accompanying notes are an integral part of these financial
statements.




-4-




Centenary
International Corporation


(A
Development Stage Company)


Condensed
Statements of Operations


(unaudiited)





From
                        Re-entry
                        of
                        Development
                        Stage onJanuary
      1,For
      the Three Months Ended
                      
                      
                      For
      the Nine Months Ended
                      
                      
                      2000
      ThroughSeptember
      30,
                      
                      
                      September
      30,
                      
                      
                      September
      30,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008
                      
                      
                      2009REVENUES
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -EXPENSESGeneral
      and administrative
                      
                      
                      6,165
                      
                      
                      
                      16,019
                      
                      
                      
                      31,599
                      
                      
                      
                      52,828
                      
                      
                      
                      511,776Total
      Expenses
                      
                      
                      6,165
                      
                      
                      
                      16,019
                      
                      
                      
                      31,599
                      
                      
                      
                      52,828
                      
                      
                      
                      511,776OTHER
      INCOME (EXPENSES)Other
      income
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,918
                      
                      
                      
                      55,876Interest
      expense
                      
                      
                      (450
                      )
                      
                      
                      (1,121
                      )
                      
                      
                      (1,937
                      )
                      
                      
                      (2,215
                      )
                      
                      
                      (210,777
                      )Total
      Other Income (Expenses)
                      
                      
                      (450
                      )
                      
                      
                      (1,121
                      )
                      
                      
                      (1,937
                      )
                      
                      
                      703
                      
                      
                      
                      (154,901
                      )LOSS
      FROM CONTINUINGOPERATIONS
                      
                      
                      (6,615
                      )
                      
                      
                      (17,140
                      )
                      
                      
                      (33,536
                      )
                      
                      
                      (52,125
                      )
                      
                      
                      (666,677
                      )LOSS
      FROM DISCONTINUEDOPERATIONS
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,706,568
                      )NET
      LOSS BEFORE INCOME TAXES
                      
                      
                      (6,615
                      )
                      
                      
                      (17,140
                      )
                      
                      
                      (33,536
                      )
                      
                      
                      (52,125
                      )
                      
                      
                      (2,373,245
                      )PROVISION
      FOR INCOME TAXES
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -NET
      LOSS
                      
                      $
                      (6,615
                      )
                      
                      $
                      (17,140
                      )
                      
                      $
                      (33,536
                      )
                      
                      $
                      (52,125
                      )
                      
                      $
                      (2,373,245
                      )BASIC
      LOSS PER COMMON SHARE
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.03
                      )
                      
                      $
                      (0.06
                      )
                      
                      $
                      (0.09
                      )WEIGHTED
      AVERAGENUMBER
      OF COMMON SHARESOUTSTANDING
                      
                      
                      576,682
                      
                      
                      
                      576,682
                      
                      
                      
                      576,682
                      
                      
                      
                      576,682




The
accompanying notes are an integral part of these financial
statements.





-5-


Centenary
International Corporation


(A
Development Stage Company)


Condensed
Statements of Cash Flows


(Unaudited)




From
                                      Re-entry
                                      of
                                      Development
                                      Stageon
      January 1,For
      the Nine Months Ended
                                    
                                    
                                    2000
      ThroughSeptember
      30,
                                    
                                    
                                    September
      30,2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009OPERATING
      ACTIVITIESNet
      income (loss)
                                    
                                    $
                                    (33,536
                                    )
                                    
                                    $
                                    (52,125
                                    )
                                    
                                    $
                                    (2,373,245
                                    )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Discontinued
      operations
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    2,677,112Gain
      on expiration of debt
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,015,382
                                    )Changes
      in operating assets and liabilitiesDecrease
      in prepaid expenses
                                    
                                    
                                    -
                                    
                                    
                                    
                                    5,000
                                    
                                    
                                    
                                    -Increase
      (decrease) in accrued expenses
                                    
                                    
                                    1,902
                                    
                                    
                                    
                                    2,215
                                    
                                    
                                    
                                    224,740Increase
      in accounts payable
                                    
                                    
                                    (4,329
                                    )
                                    
                                    
                                    1,124
                                    
                                    
                                    
                                    223,680Net
      Cash Used inOperating Activities
                                    
                                    
                                    (35,963
                                    )
                                    
                                    
                                    (43,786
                                    )
                                    
                                    
                                    (263,095
                                    )INVESTING
      ACTIVITIES
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -FINANCING
      ACTIVITIESBorrowings
      of notes payable
                                    
                                    
                                    35,963
                                    
                                    
                                    
                                    43,786
                                    
                                    
                                    
                                    263,095Net
      Cash Provided byFinancing Activities
                                    
                                    
                                    35,963
                                    
                                    
                                    
                                    43,786
                                    
                                    
                                    
                                    263,095NET
      DECREASE IN CASH
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -CASH
      AT BEGINNING OF PERIOD
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -CASH
      AT END OF PERIOD
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -SUPPLEMENTAL
      DISCLOSURES OF CASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -Income
      Taxes
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -NON
      CASH FINANCING ACTIVITIES:Contributed
      capital
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    10,929Common
      stock issued for debt
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    191,500




The
accompanying notes are an integral part of these financial
statements.





-6-





CENTENARY
INTERNATIONAL CORPORATION


(A
Development Stage Company)


Notes to
the Financial Statements




NOTE 1 -
CONDENSED FINANCIAL STATEMENTS





The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at September 30, 2009 and for all periods
presented have been made.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is suggested that
these condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 2008 audited
financial statements. The results of operations for the periods ended September
30, 2009 and 2008 are not necessarily indicative of the operating results for
the full years.





NOTE 2 -
GOING CONCERN





The
Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company does not have significant
cash or other current assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a going
concern. The Company is seeking to merge with or acquire an existing operating
company.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish its merger and/or acquisition strategy, and
eventually attain profitable operations. The accompanying financial statements
do not include any adjustments that may be necessary if the Company is unable to
continue as a going concern.




NOTE 3 –
SIGNIFICANT ACCOUNTING MATTERS





Recent Accounting
Pronouncements


In May
2009, the FASB issued FAS 165 (ASC Topic 855), “Subsequent
Events”.  This pronouncement establishes standards for accounting for
and disclosing subsequent events (events which occur after the balance sheet
date but before financial statements are issued or are available to be issued).
FAS 165 requires an entity to disclose the date subsequent events were evaluated
and whether that evaluation took place on the date financial statements were
issued or were available to be issued. It is effective for interim and annual
periods ending after June 15, 2009. The adoption of FAS 165 did not have a
material impact on the Company’s financial condition or results of
operations.




In June
2009, the FASB issued FAS 166 (ASC Topic 810), “Accounting for Transfers of
Financial Assets” an amendment of FAS 140. FAS 140 is intended to improve the
relevance, representational faithfulness, and comparability of the information
that a reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance , and cash flows: and a transferor’s continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of FAS 166 to
have an impact on the Company’s results of operations, financial condition or
cash flows.





In June
2009, the FASB issued FAS 167 (ASC Topic 810), “Amendments to FASB
Interpretation No. 46(R) ” FAS 167 is intended to (1) address the effects on
certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FAS 166, and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provided timely and useful information about an enterprise’s involvement
in a variable interest entity. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15,  2009. The Company does not expect the adoption of
FAS 167 to have an impact on the Company’s results of operations, financial
condition or cash flows.




-7-




In June
2009, the FASB issued FAS 168 (ASC Topic 105), “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS
168 will become the source of authoritative U.S. generally accepted accounting
principles (GAAP) recognized by the FASB to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and Exchange
Commission (SEC) under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. On the effective date of this Statement,
the Codification will supersede all then-existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC accounting literature
not included in the Codification will become non-authoritative. This statement
is effective for financial statements issued for interim and annual periods
ending after September 15, 2009.The Company does not expect the adoption of FAS
168 to have an impact on the Company’s results of operations, financial
condition or cash flows.




NOTE 4 –
RELATED PARTY TRANSACTIONS
 
 Notes
Payable – The Company owes notes payable to shareholders of $121,756 and $85,793
plus accrued interest of $4,357 and $2,455 as of September 30, 2009 and December
31, 2008, respectively. The notes accrue interest at the LIBOR plus 2.0% per
annum, are unsecured, and are due on demand.
 
 NOTE 5 –
COMMITMENTS AND CONTINGENCIES
 
 On
September 22, 2009 the Company executed a non-binding Memorandum of
Understanding with Clear S.R.L. of Comodoro Rivadavia, Argentina (“Clear SRL”),
Oil m&s S.A. (“Oil m&s”) and Petrolera Cerro Negro S.A. (“PCN”) pursuant
to which the Company shall acquire from Clear SRL ninety-nine and 96/100 percent
(99.96%) of the issued and outstanding shares of PCN which shall be come a
majority-owned subsidiary of the Company. In payment for the PCN shares,
Centenary will issue to Clear SRL a total of 2,129,870 new shares of Centenary
common stock. In addition, Oil will loan to PCN sufficient funds to comply with
a Development Program which provides for the drilling of 11 wells in the
concession over a specified period of time. The loan to PCN will provide that
Oil m&s may, at its option, elect to convert the balance of the loan to
2,129,870 shares of the Centenary common stock following the completion of the
eleven new wells.
 
 The
acquisition is subject to the signing of a definitive acquisition agreement by
the parties. Closing of the acquisition of PCN is also subject to a number of
conditions and legal regulations expected to be completed by March 31,
2010.
 
 NOTE 6 –
SUBSEQUENT EVENTS
 
 The
Company ahs evaluated subsequent events from the balance sheet date through
November, 11, 2009.






-8-




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





The following information should be
read in conjunction with the financial statements and notes thereto appearing
elsewhere in this Form 10-Q. The Company’s fiscal year end is December
31.





Centenary International Corporation, a
Nevada corporation (the "Company" or “Centenary”), was incorporated on June 10,
1997.  From its inception through the 1999 fiscal year, the Company
was considered an exporter of food stuffs and commodities from Argentina to the
world. However, the Company abandoned this line of business in 1999, before any
revenues were earned.  The Company re-entered the development stage on
January 1, 2000, and has remained an inactive development stage company since
that date.  The Company’s ongoing business expenses are funded
primarily through shareholder loans.





The Company’s current focus is to seek
out and consummate a merger with an existing operating
entity.  Management investigates possible merger candidates and
acquisition opportunities from time to time.  However, management can
provide no assurance that we will have the ability to acquire or merge with an
operating business, business opportunity or property that will be of material
value to us.





It is anticipated that we will require
only nominal capital to maintain our corporate viability until such time as we
are able to consummate an acquisition or merger with an operating
business.  However, unless we are able to facilitate an acquisition of
or merger with an operating business or are able to obtain significant outside
financing, there is substantial doubt about our ability to continue as a going
concern.





Until such time as we acquire another
business or company, we do not intend to use any employees with the possible
exception of part-time clerical assistance on an as-needed
basis.  Outside advisors or consultants will likely be used only if
they can be obtained for minimal cost or on a deferred payment
basis.  Management is confident that it will be able to operate in
this matter and to continue its search for business opportunities during the
next twelve months.  As of the date hereof, we have not made any
arrangements or definitive agreements to use outside advisors or
consultants.




Asdisclosed in a Current Report
on Form 8-K filed by Centenary on September 25, 2009, Centenary announced that
on September 22nd 2009,
it executed a non-binding Memorandum of Understanding (the “MOU”) with Clear
S.R.L. of Comodoro Rivadavia, Argentina (“Clear SRL”), Oil m&s S.A. (“Oil
m&s”) and Petrolera Cerro Negro S.A. (“PCN”) pursuant to which Centenary
shall acquire from Clear SRL ninety-nine and 96/100 percent (99.96%) of the
issued and outstanding shares of  PCN which shall become a
majority-owned subsidiary of Centenary.  PCN owns the Oil & Gas
Area Concession of “Cerro Negro,” Chubut Province, Argentina, valued at
approximately US$1,064,935.  In payment for the PCN shares, Centenary
will issue to Clear SRL a total of 2,129,870 new shares of Centenary common
stock.  In addition, Oil will loan to PCN sufficient funds to comply
with a Development Program which provides for the drilling of 11 wells in the
concession over a specified period of time.  The loan to PCN will
provide that Oil m&s may, at its option, elect to convert the balance of the
loan to 2,129,870 shares of Centenary common stock following completion of the
eleven new wells.




The
acquisition of PCN by Centenary will be a related party transaction since Clear
SRL is owned sixty percent (60%) by Mr. Cristobal Manual
Lopez.  Centenary is owned forty-eight and 37/100 percent (48.37%)
directly by Mr. Lopez and forty and 40/100 percent (40.40%) by Oil
m&s.  Mr. Lopez owns forty percent (40%) of Oil m&s and serves
as its President and director.  Mr. Carlos Fabian DeSousa, the
President and sole director of Centenary, is a thirty percent (30%) owner of Oil
m&s and serves as its Vice President and director.




The
acquisition is subject to the signing of a definitive acquisition agreement by
the parties.  Closing of the acquisition of PCN is also subject to a
number of conditions and legal regulations to be completed during approximately
the next 180 days.




-9-




The Cerro
Negro concession is a 186 km2 area in Chubut Province in the South of Argentina,
with 16 out of 20 oil wells in production at present. Until 12/31/2008 it had an
accumulated production of 1,500,000 barrels of oil equivalent
(“boe”).




The concession finishes on 12/31/2025
and until this time the proved reserves of oil reach 6,700,000 boe and unproved
reserves reach 7,300,000 boe.




Results
of Operations





Three
Months Ended September 30, 2009





Revenues
and Other Income





We had no revenues in either of the
three month periods ended September 30, 2009 or 2008.  We had no other
income for either of the three month periods ended September 30, 2009 or
2008.





Expenses





We had general and administrative
expenses of $6,165 in the three month period ended September 30, 2009, a
decrease of $9,854 from the $16,019 of general and administrative expenses
incurred in the three month period ended September 30, 2008.  The
decrease in general and administrative expenses is primarily attributable to a
decrease in professional fees in the later period.  We incurred
interest expense of $450 in the three months ended September 30, 2009, a
decrease of $671 from the interest expense of $1,121 incurred in the three
months ended September 30, 2008.  The decrease in interest expense is
attributable to the fact that the balance of the notes payable – related parties
was less in the later period.





Net
Losses





We had a net loss of $6,615, or $0.01
per share, during the three month period ended September 30, 2009, compared to a
net loss of $17,140, or $0.03 per share, during the comparable period of
2008.  Our $10,525 decrease in net loss in the later period is largely
attributable to a decrease in general and administrative expenses in the later
period.





Nine
Months Ended September 30, 2009





Revenues
and Other Income





We had no revenues in either of the
nine month periods ended September 30, 2009 or 2008.  We had no other
income for the nine month period ended September 30, 2009, as compared to $2,918
of other income for the nine month period ended September 30, 2008.





Expenses





We had general and administrative
expenses of $31,599 in the nine
month period ended September 30, 2009, a decrease of $21,229 from the $52,828 of
general and administrative expenses incurred in the nine month period ended
September 30, 2008.  The decrease in general and administrative
expenses is attributable to a decrease in professional fees during the later
period.  We incurred interest expense of $1,937 in the nine months
ended September 30, 2009, a decrease of $278 from the interest expense of $2,215
incurred in the nine months ended September 30, 2008.  The decrease in
interest expense is attributable [to the fact that the balance of the notes
payable-related parties was less in the nine months ended September 30, 2009
than in the nine months ended September 30, 2008.





Net
Losses





We had a net loss of $33,536, or $0.06
per share, during the nine month period ended September 30, 2009, compared to a
net loss of $52,125, or $0.09 per share, during the comparable period of
2008.  The primary reason for the $18,589 decrease in net loss was a
decrease in professional fees.





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Liquidity
and Capital Resources





The Company is in the development stage
and, since inception, has experienced significant changes in liquidity, capital
resources and shareholders’ equity.  As of September 30, 2009 the
Company had $0 in total assets, with total liabilities of
$129,693.  The liabilities consist primarily of notes payable –
related parties in the amount of $121,756, accrued interest payable in the
amount of $4,357, and accounts payable in the amount of $3,580.





The
Company’s current assets are not sufficient to conduct its plan of operation
over the next twelve (12) months.  We have no current commitments or
arrangements with respect to, or immediate sources of, funding. Further, no
assurances can be given that funding, if needed, would be available or available
to us on acceptable terms. Although, our principal shareholder or a company
affiliated with him would be the most likely source of new funding in the form
of loans or equity placements in the near future, no commitments have been made
for future investment and the Company has no agreement formal or otherwise. The
Company’s inability to obtain funding, if required, would have a material
adverse affect on its plan of operation.





We expect to rely at least partially on
our principal shareholder or a company with which he is affiliated to pay our
expenses in the future, because we have no cash or sources of revenues, and
anticipate having none until such time that we complete a merger with or
acquisition of an existing operating company.  There is no assurance
that we will complete such a merger or acquisition or that our principal
shareholder or his affiliated company will continue indefinitely to pay our
expenses.As of September 30, 2009 we had no cash and current liabilities totaled
$129,693.  The Company will need to raise approximately an additional
$100,000 in financing or equity capital to sustain operations for the next
twelve months.





In the opinion of management, inflation
has not and will not have a material effect on our operations until such time as
we successfully complete an acquisition or merger.  At that time,
management will evaluate the possible effects of inflation on our business and
operations.





Capital
Expenditures





The Company expended no amounts on
capital expenditures during the year ended December 31, 2008 or during the year
ended December 31, 2007.  The Company expended no amounts on capital
expenditures during the nine months ended September 30, 2009, and the Company
has no current plans for the purchase or sale of any plant or equipment in the
remaining portion of the current fiscal year.





Critical
Accounting Policies





In the notes to the Company’s
consolidated financial statements for the year ended December 31, 2008,
including in the Company’s annual report filed on Form 10-K, the Company
discusses those accounting policies that are considered to be significant in
determining the results of operations and its financial position.  The
Company believes that the accounting principles utilized by it conform to
accounting principles generally accepted in the United States of
America.





The preparation of financial statements
requires Company management to make significant estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and
expenses.  By their nature, these judgments are subject to an inherent
degree of uncertainty.  On an on-going basis, the Company evaluates
estimates.  The Company bases its estimates on historical experience
and other facts and circumstances that are believed to be reasonable, and the
results form the basis for making judgments about the carrying value of assets
and liabilities.  The actual results may differ from these estimates
under different assumptions or conditions.





Going
Concern





The Company’s auditors expressed
substantial doubt as to the Company’s ability to continue as a going concern as
a result or recurring losses, lack of revenue-generating activities and a
deficit accumulated during the development stage in the amount of $2,373,245 as
of September 30, 2009.  The Company’s ability to continue as a
going concern is subject to the ability of the Company to realize a profit from
operations and/or obtain funding from outside sources.  Since the
Company has no revenue generating operations, our plan to address the Company’s
ability to continue as a going concern over the next twelve months
includes:  (1) obtaining additional funding from the sale of our
securities; and/or (2) obtaining loans and grants from our principal
shareholders and/or various financial institutions, where
possible.  Although we believe that we will be able to obtain the
necessary funding to allow the Company to remain a going concern through the
methods discussed above, there can be no assurances that such methods will prove
successful.




-11-





Plan
of Operation





The Company’s current focus is to seek
out and consummate a merger with, or an acquisition of, an existing operating
entity.  We intend to actively seek out and investigate possible
business opportunities for the purpose of possibly acquiring or merging with one
or more business ventures. We do not intend to limit our search to any
particular industry or type of business. From time to time we investigate
possible merger candidates and acquisition opportunities.  However, we
can provide no assurance that we will have the ability to acquire or merge with
an operating business, business opportunity, or property that will be of
material value to us.




As stated above,Centenary
announced that on September 22nd 2009,
it executed a non-binding Memorandum of Understanding (the “MOU”) with Clear
S.R.L. of Comodoro Rivadavia, Argentina (“Clear SRL”), Oil m&s S.A. (“Oil
m&s”) and Petrolera Cerro Negro S.A. (“PCN”) pursuant to which Centenary
shall acquire from Clear SRL ninety-nine and 96/100 percent (99.96%) of the
issued and outstanding shares of  PCN which shall become a
majority-owned subsidiary of Centenary.  PCN owns the Oil & Gas
Area Concession of “Cerro Negro,” Chubut Province, Argentina, valued at
approximately US$1,064,935.  In payment for the PCN shares, Centenary
will issue to Clear SRL a total of 2,129,870 new shares of Centenary common
stock.  In addition, Oil will loan to PCN sufficient funds to comply
with a Development Program which provides for the drilling of 11 wells in the
concession over a specified period of time.  The loan to PCN will
provide that Oil m&s may, at its option, elect to convert the balance of the
loan to 2,129,870 shares of Centenary common stock following completion of the
eleven new wells.  The acquisition is subject to the signing of a
definitive acquisition agreement by the parties.  Closing of the
acquisition of PCN is also subject to a number of conditions and legal
regulations to be completed during approximately the next 180 days.




Because we lack significant funds, it
may be necessary for our officers, directors and principal stockholders or their
affiliates to either advance funds or to accrue expenses until such time as a
successful business consolidation can be made.  Management intends to
hold expenses to a minimum and to obtain services on a contingency basis when
possible.  However, if we engage outside advisors or consultants in
our search for business opportunities, our expenses will increase.





We believe the best method available to
us to raise capital is the private sale of our securities.  Because we
are a development stage company, it is unlikely that we could make a public sale
of securities or be able to borrow any significant sum from either a commercial
or private lender.  We anticipate that our principal shareholder will
continue to arrange for loans to be made to the Company in the near term to
support our operations.  However, he is not contractually obligated to
provide additional funds to us.  There can be no assurance that we
will be able to obtain additional funding when and if needed, or that such
funding, if available, can be obtained on acceptable terms.





We do not intend to use any employees,
with the possible exception of part-time clerical assistance on an as-needed
basis.  Outside advisors or consultants will be used only if they can
be obtained for minimal cost or on a deferred payment
basis.  Management is confident that it will be able to operate in
this manner and to continue its search for business opportunities during the
next twelve months.  Management further believes that we will not have
to make any equipment purchases in the immediate future.





-12-




Net
Operating Loss





We have accumulated approximately
$3,220,000 of net operating loss carry forwards as of September 30,
2009.  This loss carry forward may be offset against taxable income
and income taxes in future years and expires in the year 2029.  The
use of these losses to reduce future income taxes will depend on the generation
of sufficient taxable income prior to the expiration of the net operating loss
carry forwards.  In the event of certain changes in control, there
will be an annual limitation on the amount of net operating loss carry forwards
which can be used.  No tax benefit has been reported in the financial
statements as of September 30, 2009 because it has been fully offset by a
valuation reserve.  The use of future tax benefit is undeterminable
because we presently have no operations.





Forward-Looking
and Cautionary Statements





This report contains certain
forward-looking statements. These statements relate to future events or our
future performance and involve known and unknown risks and
uncertainties.  Actual results may differ substantially from such
forward-looking statements, including, but not limited to, the
following:





·
            our
      ability to search for an appropriate business opportunity and to
      subsequently acquire or merge with such
entity;


·
            to
      meet our cash and working capital
needs;


·
            our
      ability to maintain our corporate existence as a viable entity;
      and


·
            other
      risks detailed in our periodic report filings with the
  SEC.





In some cases, you can identify
forward-looking statements by terminology such as “may,” “will” “should,”
“expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,”
“predicts,” “potential,” “continue,” or the negative of these terms or other
comparable terminology.





These statements are only predictions.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements.





Item
      3.
            Quantitative
      and Qualitative Disclosures About Market
Risk





A “smaller reporting company” (as
defined by Item 10 of Regulation S-K) is not required to provide the information
required by this Item.





Item
      4.
            Controls
      and Procedures





As of the end of the period covered by
this report, we carried out an evaluation, under the supervision and with the
participation of management, including our chief executive officer and principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934 (“Exchange Act”).  Based upon
that evaluation, our chief executive officer and principal financial officer
concluded that as of the end of the period covered by this report, our
disclosure controls and procedures were effective to ensure that the information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s applicable rules and forms, and that such
information was accumulated and communicated to our chief executive officer and
chief financial officer, in a manner that allowed for timely decisions regarding
required disclosures.  There have been no changes in our internal
controls or in other factors which could significantly affect internal controls
subsequent to the date we carried out our evaluation.





During
the three months ended September 30, 2009, no changes occurred with respect to
our internal control over financial reporting that materially affected, or are
reasonably likely to materially affect, internal control over financial
reporting.





PART
II – OTHER INFORMATION





Item
1.            Legal
Proceedings





There are no material pending legal
proceedings to which we are a party or to which any of our property is subject
and, to the best of our knowledge, no such actions against us are contemplated
or threatened.





Item
1A.         Risk
Factors





A “smaller reporting company” (as
defined by Item 10 of Regulation S-K) is not required to provide the information
required by this Item.




-13-




Item
2.            Unregistered
Sales of Equity Securities and Use of Proceeds





During the three month period ended
September 30, 2009, the Company did not issue any shares of its unregistered
common stock.  For a description of any sales of shares of the
Company’s unregistered stock made in the past three years, please refer to the
Company’s Annual Reports on Form 10-KSB or Form 10-K, and the Company’s
Quarterly Reports on Form 10-QSB or Form 10-Q filed since December 31,
2005.





Item
3.            Defaults
Upon Senior Securities





This Item is not
applicable.





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





This Item is not
applicable.





Item
5.            Other
Information





This Item is not
applicable.





Item
6.            Exhibits





(a)    Exhibits:





Exhibit
      31.1
                
                Certification
      of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.Exhibit
      31.2
                
                Certification
      of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002.Exhibit
      32.1
                
                Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.Exhibit
      32.2
                
                Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.





-14-




SIGNATURES




Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant had duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.




CENTENARY
      INTERNATIONAL CORPORATIONDate:
      November 11, 2009
                By:
                /s/ Carlos Fabian De
  SousaCarlos
      Fabian De SousaPresident,
      Sole Director, Chief ExecutiveOfficer,
      Chief Financial Officer andPrincipal
      Accounting Officer





-15-