UNITED STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
                QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE
      SECURITIES EXCHANGE ACT OF 1934For
      the Quarterly Period Ended September 30, 2010or ̈
                TRANSITION
      REPORT PURSUANT TO 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 stock, as of the latest practicable
date.





Class
            Outstanding
      as of October 15, 2010Common
      Stock, $0.001 par value
            576,682





TABLE
OF CONTENTS





Heading
                        
                        PagePART  I
      – FINANCIAL INFORMATIONItem
      1.
                        Financial
      Statements
                        3Balance
      Sheets – September 30, 2010 (unaudited) and December 31,
    2009
                        4Statements
      of Operations – three months and nine months ended September
      30,2010
      and 2009 and the period from inception of the development
      stageon
      January 1, 2000 to September 30, 2010 (unaudited)
                        5Statements
      of Cash Flows – nine months ended September 30, 2010 and2009
      and the period from inception of the development stage onJanuary
      1, 2000 to September 30, 2010 (unaudited)
                        6Notes
      to Financial Statements
                        7Item
      2.
                        Management's
      Discussion and Analysis of Financial Condition and
                        9Results
      of OperationsItem
      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.
                        (Removed
      and Reserved)
                        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, 2010 and December 31, 2009,
and the related statements of operations for the three and nine months ended
September 30, 2010 and 2009 and the period from inception of the development
stage on January 1, 2000 through September 30, 2010, and the related statements
of cash flows for the nine months ended September 30, 2010 and 2009 and from
inception of the development stage on January 1, 2000 through September 30, 2010
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, 2010, are
not necessarily indicative of the results that can be expected for the fiscal
year ending December 31, 2010.


3


Centenary
International Corporation


(A
Development Stage Company)


Balance
Sheets





September 30,
                    
                    
                    December 31,2010
                    
                    
                    2009(Unaudited)ASSETSCURRENT
      ASSETSCash
                    
                    $
                    -
                    
                    
                    $
                    -Total
      Current Assets
                    
                    
                    -
                    
                    
                    
                    -TOTAL
      ASSETS
                    
                    $
                    -
                    
                    
                    $
                    -LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                    
                    $
                    4,030
                    
                    
                    $
                    6,416Accrued
      interest payable
                    
                    
                    14,246
                    
                    
                    
                    8,943Notes
      payable - related parties
                    
                    
                    180,126
                    
                    
                    
                    135,279Total
      Current Liabilities
                    
                    
                    198,402
                    
                    
                    
                    150,638STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock; 50,000,000 shares authorized, at $0.001 par value, 576,682 and
      576,682 shares issued and outstanding, respectively
                    
                    
                    577
                    
                    
                    
                    577Additional
      paid-in capital
                    
                    
                    8,564,999
                    
                    
                    
                    8,564,999Deficit
      accumulated prior to the development stage
                    
                    
                    (6,319,106
                    )
                    
                    
                    (6,319,106
                    )Deficit
      accumulated during the development stage
                    
                    
                    (2,444,872
                    )
                    
                    
                    (2,397,108
                    )Total
      Stockholders' Equity (Deficit)
                    
                    
                    (198,402
                    )
                    
                    
                    (150,638
                    )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


(Unaudited)





From inceptionof theDevelopmentStage onJanuary 1,For
      the Three Months Ended
                
                
                For
      the Nine Months Ended
                
                
                2000,
      ThroughSeptember 30,
                
                
                September 30,
                
                
                September
      30,2010
                
                
                2009
                
                
                2010
                
                
                2009
                
                
                2010(Restated)
                
                
                
                
                
                (Restated)REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -OPERATING
      EXPENSESGeneral
      and administrative
                
                
                10,023
                
                
                
                6,247
                
                
                
                42,461
                
                
                
                31,634
                
                
                
                570,596Total
      Operating Expenses
                
                
                10,023
                
                
                
                6,247
                
                
                
                42,461
                
                
                
                31,634
                
                
                
                570,596OPERATING
      LOSS
                
                
                (10,023
                )
                
                
                (6,247
                )
                
                
                (42,461
                )
                
                
                (31,634
                )
                
                
                (570,596
                )OTHER
      INCOME (EXPENSE)-
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                52,958Other
      income Interest expense
                
                
                (1,937
                )
                
                
                (368
                )
                
                
                (5,303
                )
                
                
                (2,208
                )
                
                
                (220,666
                )Total
      Other Income (Expense)
                
                
                (1,937
                )
                
                
                (368
                )
                
                
                (5,303
                )
                
                
                (2,208
                )
                
                
                (167,708
                )LOSS
      FROM CONTINUING OPERATIONS
                
                
                (11,960
                )
                
                
                (6,615
                )
                
                
                (47,764
                )
                
                
                (33,842
                )
                
                
                (738,304
                )LOSS
      FROM DISCONTINUED OPERATIONS
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (1,706,568
                )NET
      LOSS BEFORE INCOME TAXES
                
                
                (11,960
                )
                
                
                (6,615
                )
                
                
                (47,764
                )
                
                
                (33,842
                )
                
                
                (2,444,872
                )PROVISION
      FOR INCOME TAXES
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -NET
      LOSS
                
                $
                (11,960
                )
                
                $
                (6,615
                )
                
                $
                (47,764
                )
                
                $
                (33,842
                )
                
                $
                (2,444,872
                )BASIC
      LOSS PER COMMON SHARE
                
                $
                (0.02
                )
                
                $
                (0.01
                )
                
                $
                (0.08
                )
                
                $
                (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 Cash Flows


(Unaudited)





From Inceptionof theDevelopmentStage onJanuary 1,For the Nine Months Ended
                    
                    
                    2000 ThroughSeptember 30,
                    
                    
                    September 30,2010
                    
                    
                    2009
                    
                    
                    2010(Restated)OPERATING
      ACTIVITIESNet
      loss
                    
                    $
                    (47,764
                    )
                    
                    $
                    (33,842
                    )
                    
                    $
                    (2,444,872
                    )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 liabilitiesIncrease
      (decrease) in accrued interest payable
                    
                    
                    5,303
                    
                    
                    
                    2,208
                    
                    
                    
                    234,449Increase
      (decrease) in accounts payable
                    
                    
                    (2,386
                    )
                    
                    
                    (4,329
                    )
                    
                    
                    229,884Net
      Cash Used in Operating Activities
                    
                    
                    (44,847
                    )
                    
                    
                    (35,963
                    )
                    
                    
                    (318,809
                    )INVESTING
      ACTIVITIES
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -FINANCING
      ACTIVITIESBorrowings
      of notes payable-related parties
                    
                    
                    44,847
                    
                    
                    
                    35,963
                    
                    
                    
                    318,809Net
      Cash Provided by Financing Activities
                    
                    
                    44,847
                    
                    
                    
                    35,963
                    
                    
                    
                    318,809NET
      DECREASE IN CASH
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -CASH
      AT BEGINNING OF PERIOD
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -CASH
      AT END OF PERIOD
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -SUPPLEMENTAL
      DISCLOSURES OF CASH FLOW INFORMATIONCASH
      PAID FOR:Interest
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    83Income
      Taxes
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -NON
      CASH FINANCING ACTIVITIES:Contributed
      capital
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    10,929Common
      stock issued for debt
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    191,500Related-party
      debt forgiveness
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    2,918





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, 2010 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, 2009 audited
financial statements. The results of operations for the periods ended September
30, 2010 and 2009 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





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.





Recent Accounting
Pronouncements





The
Company has evaluated recent accounting pronouncements and their adoption has
not had or is not expected to have a material impact on the Company’s financial
position, or statements.





NOTE 4 –
RELATED PARTY TRANSACTIONS





The
Company owes notes payable to shareholders of $180,126 and $135,279 plus accrued
interest of $14,246 and $8,943 as of September 30, 2010 and December 31, 2009,
respectively. The notes payable accrue interest at the 360-day LIBOR plus 2% per
annum (calculated on the date of issuance), and are due one year from the date
of issuance. On December 20, 2008, each of the outstanding notes was extended
for a period of one year, under the original terms. As of December 31, 2009,
each of these notes was extended through the same date in 2010. Should the
Company default on the notes, they are subject to a penalty such that they would
accrue interest at 150% of the original rate, commencing on the due
date.


7


CENTENARY
INTERNATIONAL CORPORATION


(A
Development Stage Company)


Notes to
the Financial Statements





NOTE 5 –
COMMITMENTS AND CONTINGENCIES





On
September 22, 2009, the Company 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 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 become a majority-owned subsidiary of the Company. PCN owns an Oil &
Gas Area Concession of “Cerro Negro,” Chubut Province, Argentina. In payment for
the PCN shares, the Company will issue to Clear SRL a total of 2,129,870 new
shares of the Company’s common stock. In addition, Oil m&s agreed to 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 Company’s common stock following
completion of the eleven new wells.





The
Company’s acquisition of PCN will be a related-party transaction since Clear SRL
is owned sixty percent (60%) by Mr. Cristobal Manual Lopez. The Company 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 the Company, 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, including obtaining certain governmental
approvals in Argentina. The Company is in the process of forming a wholly-owned
subsidiary corporation in Argentina that will likely be used to facilitate the
proposed acquisition. The Company hopes to be able to consummate the acquisition
by December 31, 2010.





NOTE 6 –
SUBSEQUENT EVENTS





The
Company has evaluated subsequent events from the balance sheet date through the
date the financial statements were issued and has determined that there are no
items to disclose.





NOTE 7 –
RESTATEMENT





The
Company has restated its financial statements for the three and nine months
ended September 30, 2009 due to an understatement of accrued interest payable
and the forgiveness of debt by a related party. The Company has also corrected
various typographical errors and made minor wording changes in the disclosures.
The effects of the restatements are detailed in the tables below:





September 30, 2009As PreviouslyReported
                      
                      
                      As Restated
                      
                      
                      Change .Total
      Assets
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -Total
      Liabilities
                      
                      
                      129,693
                      
                      
                      
                      130,804
                      
                      
                      
                      1,111Total
      Stockholders’ Equity
                      
                      
                      (129,693
                      )
                      
                      
                      (130,804
                      )
                      
                      
                      (1,111
                      )Net
      Loss (Three Months)
                      
                      
                      (6,615
                      )
                      
                      
                      (6,615
                      )
                      
                      
                      -Net
      Loss (Nine Months)
                      
                      
                      (33,536
                      )
                      
                      
                      (33,842
                      )
                      
                      
                      (306
                      )Net
      Loss per Common Share (Basic)(Three Months)
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.01
                      )
                      
                      $
                      (0.00
                      )Net
      Loss per Common Share (Basic)(Nine Months)
                      
                      $
                      (0.06
                      )
                      
                      $
                      (0.06
                      )
                      
                      $
                      (0.00
                      )


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, 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.





Except as disclosed in a Current Report
on Form 8-K filed by Centenary on September 25, 2009, 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.





As disclosed 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, including obtaining certain governmental
approvals in Argentina. The Company hopes to be able to consummate the
acquisition by December 31, 2010.


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, 2010





Revenues
and Other Income





We had no revenues in either of the
three month periods ended September 30, 2010 or 2009. We had no other income for
either of the three month periods ended September 30, 2010 or 2009.





Expenses





We had general and administrative
expenses of $10,023 in the three month period ended September 30, 2010, an
increase of $3,776 from the $6,247 of general and administrative expenses
incurred in the three month period ended September 30, 2009. The increase in
general and administrative expenses is primarily attributable to an increase in
professional fees in the later period. We incurred interest expense of $1,937 in
the three months ended September 30, 2010, an increase of $1,569 from the
interest expense of $368 incurred in the three months ended September 30, 2009.
The increase in interest expense is attributable to the fact that the balance of
the notes payable – related parties was higher in the later period.





Net
Losses





We had a net loss of $11,960, or
($0.02) per share, during the three month period ended September 30, 2010,
compared to a net loss of $6,615, or ($0.01) per share, during the comparable
period of 2009. Our $5,345 increase in net loss in the later period is
attributable to increases in general and administrative expenses and interest
expense in the later period.





Nine
Months Ended September 30, 2010





Revenues
and Other Income





We had no revenues in either of the
nine month periods ended September 30, 2010 or 2009. We recorded no other income
in the nine month periods ended September 30, 2010, or 2009.





Expenses





We had general and administrative
expenses of $42,461 in the nine month period ended September 30, 2010, an
increase of $10,827 from the $31,634 of general and administrative expenses
incurred in the nine month period ended September 30, 2009. The increase in
general and administrative expenses is primarily attributable to an increase in
professional fees during the later period. We incurred interest expense of
$5,303 in the nine months ended September 30, 2010, an increase of $3,095 from
the interest expense of $2,208 incurred in the nine months ended September 30,
2009. The increase in interest expense is attributable to the fact that the
balance of the notes payable – related parties was larger in the nine months
ended September 30, 2010 than in the nine months ended September 30,
2009.





Net
Losses





We had a net loss of $47,764, or
($0.08) per share, during the nine month period ended September 30, 2010,
compared to a net loss of $33,842, or ($0.06) per share, during the comparable
period of 2009. The primary reasons for the $13,922 increase in net loss were an
increase in professional fees and an increase in interest expense.




10


Liquidity and Capital Resources –
September 30, 2010





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, 2010 the Company had $0
in total assets, with total liabilities of $198,402. The liabilities consist of
notes payable – related parties of $180,126, accrued interest payable of $14,246
and accounts payable of $4,030.





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, 2010 we had no cash and current liabilities totaled $198,402. The
Company will need to raise approximately an additional $200,000 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, 2009 or during the year
ended December 31, 2008. The Company expended no amounts on capital expenditures
during the nine months ended September 30, 2010, and the Company has no current
plans for the purchase or sale of any plant or equipment in the current fiscal
year.





Critical
Accounting Policies





In the notes to the Company’s financial
statements for the year ended December 31, 2009, included in the Company’s
annual report filed on Form 10-K/A, 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 of recurring losses, lack of revenue-generating activities and a
deficit accumulated during the development stage in the amount of $2,397,108 as
of December 31, 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
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, including obtaining certain governmental approvals in Argentina.
The Company hopes to be able to consummate the acquisition by December 31,
2010.





Because we lack significant funds, it
may be necessary for our officers, directors or principal shareholders 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.





Net
Operating Loss





We have accumulated approximately
$260,000 of net operating loss carry forwards as of September 30, 2010. This
loss carry forward may be offset against taxable income and income taxes in
future years and expires in the year 2030. 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, 2010 because it has
been fully offset by a valuation reserve. The use of future tax benefit is
undeterminable because we presently have no operations.


12


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 pursuant to Item 305(e) of Regulation S-K.





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, 2010, 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
specified by this Item.


13




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





During the three month period ended
September 30, 2010, 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,
2006.





Item
      3.
            Defaults
      Upon Senior Securities





This Item is not
applicable.





Item
      4.
            (Removed
      and Reserved)





Item
      5.
            Other
      Information





This Item is not
applicable.





Item
      6.
            Exhibits





(a)
            Exhibits:





Exhibit
      3.1*
            Articles
      of Incorporation of the Company (incorporated by reference from the Form
      10-SB filed with the Commission on February 27,
  1998).





Exhibit
      3.2*
            By-laws
      of the Company (incorporated by reference from the Form 10-SB filed with
      the Commission on February 27,
1998).





Exhibit
      3.3*
            Certificate
      of Amendment to Articles of Incorporation dated effective March 30, 2007
      (effecting a 1 share for 100 shares reverse stock split of outstanding
      common stock) (incorporated by reference from the Form 10-KSB for the year
      ended December 31, 2006 filed with the Commission on April 12,
      2007).





Exhibit
      14.1*
            Code
      of Ethics (incorporated by reference from the Form 10-K for the year ended
      December 31, 2008 filed with the Commission on April 1,
    2009)





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.





*Previously
filed


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:
      November 1, 2010
              By:
              /s/ Carlos Fabian De
  SousaCarlos
      Fabian De SousaPresident,
      Sole Director, Chief ExecutiveOfficer,
      Chief Financial Officer andPrincipal
      Accounting Officer


15