UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934For
      the Quarterly Period Ended June 30, 2009or ̈
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
      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)                                    (Zip
Code)





(011-5411)
4328-3996


(Registrant’s
telephone number)





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





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




Class
            Outstanding
      as of August 3, 2009Common
      Stock, $0.001 par value
            576,682





TABLE
OF CONTENTS





Heading
                
                
                PagePART  I
      – FINANCIAL INFORMATIONItem
      1.
                
                Financial
      Statements
                3Balance
      Sheets – June 30, 2009 (unaudited) and December 31, 2008
                4Statements
      of Operations – three months and six months ended June 30,2009
      and 2008 and the period from inception on January 1, 2000
      toJune
      30, 2009 (unaudited)
                5Statements
      of Stockholders’ Equity (Deficit)
                6Statements
      of Cash Flows – six months ended June 30, 2009 and2008
      and the period from inception on January 1, 2000 to June
      30,2009
      (unaudited)
                7Notes
      to Financial Statements
                8Item
      2.
                
                Management's
      Discussion and Analysis of Financial Condition andResults
      of Operations
                10Item
      3.
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                13Item
      4.
                
                Controls
      and Procedures
                13PART
      II – OTHER INFORMATIONItem
      1.
                
                Legal
      Proceedings
                13Item 1A.
                
                Risk
      Factors
                14Item
      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 June 30, 2009 and December 31, 2008, and
related statements of operations for the three and six months ended June 30,
2009 and 2008 and the period from inception of the development stage on January
1, 2000 through June 30, 2009, related statements of stockholders’ equity for
the period from December 31, 2003to June 30, 2009, and
the related statements of cash flows for the six months ended June 30, 2009 and
2008 and from inception of the development stage on January 1, 2000 through June
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 June 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)


Balance
Sheets





June 30,
                            
                            
                            December 31,2009
                            
                            
                            2008(unaudited)ASSETSCURRENT
      ASSETSCash
                            
                            $
                            -
                            
                            
                            $
                            -Prepaid
      expenses
                            
                            
                            -
                            
                            
                            
                            -Total
      Current Assets
                            
                            
                            -
                            
                            
                            
                            -TOTAL
      ASSETS
                            
                            $
                            -
                            
                            
                            $
                            -LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                            
                            $
                            7,224
                            
                            
                            $
                            7,909Accrued
      interest payable
                            
                            
                            3,907
                            
                            
                            
                            2,455Notes
      payable -related parties
                            
                            
                            111,947
                            
                            
                            
                            85,793Total
      Current Liabilities
                            
                            
                            123,078
                            
                            
                            
                            96,157TOTAL
      LIABILITIES
                            
                            
                            123,078
                            
                            
                            
                            96,157STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock; 50,000,000 shares authorized, at $0.001 par value, 576,682 shares
      issued and outstanding
                            
                            
                            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
                            
                            
                            (2,366,630
                            )
                            
                            
                            (2,339,709
                            )Total
      Stockholders' Equity (Deficit)
                            
                            
                            (123,078
                            )
                            
                            
                            (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)


Statements
of Operations


(unaudiited)





From InceptionJanuary 1,For the Three Months Ended
                                  
                                  
                                  For the Six Months Ended
                                  
                                  
                                  2000 ThroughJune 30,
                                  
                                  
                                  June 30,
                                  
                                  
                                  June 30,2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009REVENUES
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -EXPENSESGeneral
      and administrative
                                  
                                  
                                  17,023
                                  
                                  
                                  
                                  24,923
                                  
                                  
                                  
                                  24,649
                                  
                                  
                                  
                                  36,809
                                  
                                  
                                  
                                  504,826Total
      Expenses
                                  
                                  
                                  17,023
                                  
                                  
                                  
                                  24,923
                                  
                                  
                                  
                                  24,649
                                  
                                  
                                  
                                  36,809
                                  
                                  
                                  
                                  504,826OTHER
      INCOME (EXPENSES)Other
      income
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,918
                                  
                                  
                                  
                                  55,876Other
      expenses
                                  
                                  
                                  (535
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (785
                                  )
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (785
                                  )Interest
      expense
                                  
                                  
                                  (625
                                  )
                                  
                                  
                                  (782
                                  )
                                  
                                  
                                  (1,487
                                  )
                                  
                                  
                                  (1,094
                                  )
                                  
                                  
                                  (210,327
                                  )Total
      Other Income (Expenses)
                                  
                                  
                                  (1,160
                                  )
                                  
                                  
                                  (782
                                  )
                                  
                                  
                                  (2,272
                                  )
                                  
                                  
                                  1,824
                                  
                                  
                                  
                                  (155,236
                                  )LOSS
      FROM CONTINUING OPERATIONS
                                  
                                  
                                  (18,183
                                  )
                                  
                                  
                                  (25,705
                                  )
                                  
                                  
                                  (26,921
                                  )
                                  
                                  
                                  (34,985
                                  )
                                  
                                  
                                  (660,062
                                  )LOSS
      FROM DISCONTINUED OPERATIONS
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (1,706,568
                                  )NET
      LOSS BEFORE INCOME TAXES
                                  
                                  
                                  (18,183
                                  )
                                  
                                  
                                  (25,705
                                  )
                                  
                                  
                                  (26,921
                                  )
                                  
                                  
                                  (34,985
                                  )
                                  
                                  
                                  (2,366,630
                                  )PROVISION
      FOR INCOME TAXES
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -NET
      LOSS
                                  
                                  $
                                  (18,183
                                  )
                                  
                                  $
                                  (25,705
                                  )
                                  
                                  $
                                  (26,921
                                  )
                                  
                                  $
                                  (34,985
                                  )
                                  
                                  $
                                  (2,366,630
                                  )BASIC
      LOSS PER COMMON SHARE
                                  
                                  $
                                  (0.03
                                  )
                                  
                                  $
                                  (0.04
                                  )
                                  
                                  $
                                  (0.05
                                  )
                                  
                                  $
                                  (0.06
                                  )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                                  
                                  
                                  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)


Statements
of Stockholders' Equity (Deficit)





AdditionalCommon Stock
                                          
                                          
                                          Paid-In
                                          
                                          
                                          AccumulatedShares
                                          
                                          
                                          Amount
                                          
                                          
                                          Capital
                                          
                                          
                                          Deficit
                                          
                                          
                                          TotalBalance,
      December 31, 2003
                                          
                                          
                                          193,600
                                          
                                          
                                          $
                                          194
                                          
                                          
                                          $
                                          8,360,035
                                          
                                          
                                          $
                                          (9,299,212
                                          )
                                          
                                          $
                                          (938,983
                                          )Net
      loss for the year ended December 31, 2004
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (73,000
                                          )
                                          
                                          
                                          (73,000
                                          )Balance,
      December 31, 2004
                                          
                                          
                                          193,600
                                          
                                          
                                          
                                          194
                                          
                                          
                                          
                                          8,360,035
                                          
                                          
                                          
                                          (9,372,212
                                          )
                                          
                                          
                                          (1,011,983
                                          )Net
      income for the year ended December 31, 2005
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          897,544
                                          
                                          
                                          
                                          897,544Balance,
      December 31, 2005
                                          
                                          
                                          193,600
                                          
                                          
                                          
                                          194
                                          
                                          
                                          
                                          8,360,035
                                          
                                          
                                          
                                          (8,474,668
                                          )
                                          
                                          
                                          (114,439
                                          )Contributed
      capital
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          10,929
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          10,929Net
      loss for the year ended December 31, 2006
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (24,273
                                          )
                                          
                                          
                                          (24,273
                                          )Balance,
      December 31, 2006
                                          
                                          
                                          193,600
                                          
                                          
                                          
                                          194
                                          
                                          
                                          
                                          8,370,964
                                          
                                          
                                          
                                          (8,498,941
                                          )
                                          
                                          
                                          (127,783
                                          )Common
      stock issued for debt at $0.50 per share
                                          
                                          
                                          383,001
                                          
                                          
                                          
                                          383
                                          
                                          
                                          
                                          191,117
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          191,500Net
      loss for the year ended December 31, 2007
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (98,117
                                          )
                                          
                                          
                                          (98,117
                                          )Balance,
      December 31, 2007
                                          
                                          
                                          576,601
                                          
                                          
                                          
                                          577
                                          
                                          
                                          
                                          8,562,081
                                          
                                          
                                          
                                          (8,597,058
                                          )
                                          
                                          
                                          (34,400
                                          )Fractional
      shares issued
                                          
                                          
                                          81
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -Net
      loss for the year ended December 31, 2008
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (61,757
                                          )
                                          
                                          
                                          (61,757
                                          )Balance,
      December 31, 2008
                                          
                                          
                                          576,682
                                          
                                          
                                          
                                          577
                                          
                                          
                                          
                                          8,562,081
                                          
                                          
                                          
                                          (8,658,815
                                          )
                                          
                                          
                                          (96,157
                                          )Net
      loss for the six months ended June 30, 2009 (unaudited)
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (26,921
                                          )
                                          
                                          
                                          (26,921
                                          )Balance,
      June 30, 2009 (unaudited)
                                          
                                          
                                          576,682
                                          
                                          
                                          $
                                          577
                                          
                                          
                                          $
                                          8,562,081
                                          
                                          
                                          $
                                          (8,685,736
                                          )
                                          
                                          $
                                          (123,078
                                          )Deficit
      accumulated prior to the development stage
                                          
                                          
                                          
                                          (6,319,106
                                          )Deficit
      accumulated during the development stage
                                          
                                          
                                          
                                          (2,366,630
                                          )Total
      Accumulated Deficit
                                          
                                          
                                          
                                          
                                          
                                          
                                          $
                                          (8,685,736
                                          )





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


-6-


Centenary
International Corporation


(A
Development Stage Company)


Statements
of Cash Flows


(Unaudited)





From Inceptionon January 1,For the Six Months Ended
                        
                        
                        2000 ThroughJune 30,
                        
                        
                        June 30,2009
                        
                        
                        2008
                        
                        
                        2009OPERATING
      ACTIVITIESNet
      income (loss)
                        
                        $
                        (26,921
                        )
                        
                        $
                        (34,985
                        )
                        
                        $
                        (2,366,630
                        )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Discountinued
      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
                        
                        
                        1,452
                        
                        
                        
                        1,094
                        
                        
                        
                        224,290Increase
      in accounts payable
                        
                        
                        (685
                        )
                        
                        
                        (7,509
                        )
                        
                        
                        227,324Net
      Cash Used in Operating Activities
                        
                        
                        (26,154
                        )
                        
                        
                        (36,400
                        )
                        
                        
                        (253,286
                        )INVESTING
      ACTIVITIES
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -FINANCING
      ACTIVITIESBorrowings
      of notes payable
                        
                        
                        26,154
                        
                        
                        
                        36,400
                        
                        
                        
                        253,286Net
      Cash Provided by Operating Activities
                        
                        
                        26,154
                        
                        
                        
                        36,400
                        
                        
                        
                        253,286NET
      DECREASE IN CASH
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -CASH
      AT BEGINNING OF PERIOD
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -CASH
      AT END OF PERIOD
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -SUPPLIMENTAL
      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.


-7-


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 June 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 June 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 POLICIES





Recent Accounting
Pronouncements


In May
2009, the FASB issued FAS 165, “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 and
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 operation.





In June
2009, the FASB issued FAS 166, “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.


-8-


CENTENARY
INTERNATIONAL CORPORATION


(A
Development Stage Company)


Notes to
the Financial Statements





NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES





Recent Accounting
Pronouncements


In June
2009, the FASB issued FAS 167, “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.





In June
2009, the FASB issued FAS 168, “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.


-9-


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





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, or an
acquisition of, 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.





Centenary has not yet entered into any
agreement, nor do we have any commitment or understanding to enter into or
become engaged in any transaction, as of the date of this filing.  As
of the date hereof, we have not made any arrangements or definitive agreements
to use outside advisors or consultants.





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.





Results
of Operations





Three
Months Ended June 30, 2009





Revenues
and Other Income





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





Expenses





We had general and administrative
expenses of $17,023 in the
three month period ended June 30, 2009, a decrease of $7,900 from the $24,923 of
general and administrative expenses incurred in the three month period ended
June 30, 2008.  The decrease in general and administrative expense is
primarily attributable to a decrease in professional fees in the later
period.  We incurred interest expense of $625 in the three months
ended June 30, 2009, a decrease of $157 from the interest expense of $782
incurred in the three months ended June 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.  We had other
expenses of $535 in the three months ended June 30, 2009, and no other expenses
in the three month period ended June 30, 2008.





Net
Losses





We had a net loss of $(18,183), or
$0.03 per share, during the three month period ended June 30, 2009, compared to
a net loss of $(25,705), or $0.04 per share, during the comparable period of
2008.


-10-


Six
Months Ended June 30, 2009





Revenues
and Other Income





We had no revenues in either of the six
month periods ended June 30, 2009 or 2008.  We recorded no other
income in the six month period ended June 30, 2009, as compared to other income
in the amount of $(2,918) recorded for the six month period ended June 30,
2008.





Expenses





We had general and administrative
expenses of $24,649 in the six month period ended June 30, 2009, a decrease of
$12,160 from the $36,809  of general and administrative expenses
incurred in the six month period ended June 30, 2008.  The decrease in
general and administrative expenses is primarily attributable to a decrease in
professional fees during the later period.  We incurred interest
expense of $1,487 in the six months ended June 30, 2009, an increase of $393
from the interest expense of $1,094 incurred in the six months ended June 30,
2007.  The increase in interest expense is attributable to the fact
that the balance of the notes payable – related parties was larger in the later
period.  We had other expenses of $785 in the six months ended June
30, 2009, and no other expenses in the six month period ended June 30,
2008.





Net
Losses





We had a net loss of $(26,921), or
$0.05 per share, during the six month period ended June 30, 2009, compared to a
net loss of $(34,985), or $0.06 per share, during the comparable period of
2008.  The primary reason for the $8,064 decrease in net loss was a
decrease in professional fees.





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 June 30, 2009 the Company
had $0 in total assets, with total liabilities of $123,078.  The
liabilities consist primarily of notes payable – related party and accounts
payable.





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 June 30, 2009 we had no cash and current liabilities totaled
$123,078.  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 has no current plans for the
purchase or sale of any plant or equipment in the current fiscal
year.


-11-


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 $2,366,630 as
of June 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.





Plan
of Operation





The Company’s current focus is to seek
out and consummate a merger with 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.





The Company has not yet entered into
any agreement, nor do we have any commitment or understanding to enter into or
become engaged in any transaction, as of the date of this report. As of the date
hereof, we have not made any arrangements or definitive agreements to use
outside advisors or consultants.





Because we lack significant funds, it
may be necessary for our officers and directors 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
$3,216,921 of net operating loss carry forwards as of June 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 June 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 June 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.


-13-


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.





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





During the three month period ended
June 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





In accordance with the requirements of
the Securities Exchange Act of 1934, the Registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.





CENTENARY
      INTERNATIONAL CORPORATIONDate:
      August 12, 2009
              By:
              /s/ Carlos Fabian De
  SousaCarlos
      Fabian De SousaPresident,
      Sole Director, Chief ExecutiveOfficer,
      Chief Financial Officer andPrincipal
      Accounting Officer


-15-