UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE  QUARTERLY  PERIOD  ENDED  MARCH  31, 1999.

        OR

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

        Commission  File  Number  000-23851

                          CENTENARY INTERNATIONAL CORP.
                         (formerly, R&R Resources, Inc.)
             (Exact name of registrant as specified in its charter)

Nevada                                                                86-0874841
(State  or  other  jurisdiction  of                            (I.R.S.  Employer
incorporation  or  organization)                            Identification  No.)

692  Madison  Avenue,  Third  Floor,  New  York,  NY                       10021
(Address  of  principal  executive  offices)                         (Zip  Code)

Registrant's  telephone  number,  including  area  code:         (212)  644-2113


     Indicate  by  check  mark  whether the Registrant (1) has filed all reports
required  to  be  filed by Section 13 of 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  [ ]

     As  of  May  6,  1999,  there  were  outstanding  18,963,500  shares of the
registrant's  $.001  par  value  Common  Stock.


<PAGE>
                                Table of Contents

PART  I

FINANCIAL  INFORMATION

Item  1.     Financial  Statements

Item  2.     Management's  Discussion  and  Analysis

Item  3.     Quantitative  and  Qualitative  Disclosures  About  Market  Risk

PART  II

OTHER  INFORMATION

Item  3.     Default upon Debt.

Item  6.     Exhibits  and  Reports  on  Form  8-K

SIGNATURES

<PAGE>
                                     PART I

ITEM  1.     FINANCIAL  STATEMENTS

     The   information   required   hereunder  is  included  in  the   Company's
Consolidated  Financial  Statements and the Notes thereto as set forth beginning
on page F-1.

<TABLE>
<CAPTION>
                              CENTENARY INTERNATIONAL CORP.
                              -----------------------------

                               CONSOLIDATED BALANCE SHEETS
                               ---------------------------
                                  (Stated in US Dollars)
                                       (UNAUDITED)


                                                            March 31,       December 31,
                                                               1999             1998
                                                         ----------------  --------------
<S>                                                      <C>               <C>

ASSETS
-------------------------------------------------------                                  

CURRENT ASSETS
-------------------------------------------------------                                  

Cash                                                     $        97,948   $      37,336 
Accounts receivable, net of allowance for doubtful
accounts of 319,493 and 291,868 in 1999 and 1998
  respectively                                                 5,924,997       8,731,673 
Other receivables (note 4)                                     6,154,360       5,580,157 
Deferred tax asset (note 9)                                      107,223         102,153 
Notes receivable - related party (note 5)                      2,000,000               - 
                                                         ----------------  --------------
    Total current assets                                      14,284,528      14,451,319 
                                                         ----------------  --------------

Notes receivable - related party (note 5)                      2,000,000               - 
Property, plant and equipment                                 10,646,698      10,687,036 
Goodwill (note 3)                                              1,040,751               - 
                                                         ----------------  --------------
                                                              13,687,449      10,687,036 
                                                         ----------------  --------------
    Total assets                                         $    27,971,977   $  25,138,355 
                                                         ================  ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------------------------                                  

CURRENT LIABILITIES
-------------------------------------------------------                                  

Accounts payable                                         $     1,674.136   $   2,025,242 
Short term debt (note 6)                                       3,988,069         826,876 
Long term debt - current portion (note 6)                      2,005,122       1,723,201 
Accrued payroll and related expenses                              83,367         129,895 
Taxes payable                                                    585,440         432,201 
Customers advances                                               380,666         360,050 
Other liabilities                                                206,406         143,906 
                                                         ----------------  --------------
    Total current liabilities                                  8,923,206       5,641,371 
                                                         ----------------  --------------

Accounts payable long term                                        70,502          77,306 
Long term debt (note 6)                                       11,770,592      12,235,708 
Taxes payable                                                     12,356          26,216 
Minority interest                                                 71,732          71,578 
                                                         ----------------  --------------
    Total non-current liabilities                             11,925,182      12,410,808 
                                                         ----------------  --------------
    Total liabilities                                         20,848,388      18,052,179 
                                                         ----------------  --------------

SHAREHOLDERS' EQUITY
-------------------------------------------------------                                  

Common stock, $.001 par value, 50,000,000 shares
authorized; 18,963,500 and 3,910,000 shares issued and
outstanding in 1999 and 1998 respectively                         18,963          18,963 
Paid in capital                                                7,981,037       7,981,037 
Retained earnings (deficit)                                     (700,411)       (737,824)
Receivable from sale of stock                                   (176,000)       (176,000)
                                                         ----------------  --------------
    Total shareholders' equity                                 7,123,589       7,086,176 
                                                         ----------------  --------------
    Total liabilities and shareholders' equity           $    27,971,977   $  25,138,355 
                                                         ================  ==============
</TABLE>


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


                                      F - 1
<PAGE>
<TABLE>
<CAPTION>


                            CENTENARY INTERNATIONAL CORP.
                            -----------------------------

                        CONSOLIDATED STATEMENTS OF OPERATIONS
                        -------------------------------------

            FOR THE PERIODS OF THREE MONTHS ENDED MARCH 31, 1999 AND 1998
            -------------------------------------------------------------
                               (Stated in US Dollars)
                                     (UNAUDITED)




                                                        1999              1998
                                                   ---------------  ----------------
<S>                                                <C>              <C>
Net sales                                          $    18,791,612  $    19,625,617 

Cost of goods sold                                      14,894,233       15,782,325 
                                                   ---------------  ----------------
    Gross profit                                         3,897,379        3,843,292 

Selling expenses                                         2,773,162        3,589,985 

Administrative expenses                                    687,258          914,662 
                                                   ---------------  ----------------
    Operating income (loss)                                436,959         (661,355)

Other income and loss, net                                   9,969              442 

Interest expense                                           358,163          265,981 
                                                   ---------------  ----------------
    Income (loss) before income taxes and
    minority interest                                       68,827         (926,894)

Income taxes (benefit) (note 9)                             31,260          (82,493)

Minority interest in subsidiary                                154                - 
                                                   ---------------  ----------------
    Net income (loss)                              $        37,413  $      (844,401)
                                                   ===============  ================
    Earnings (loss) per share, basic and diluted   $          .001             (.05)
                                                   ===============  ================
</TABLE>


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



                                      F - 2
<PAGE>
<TABLE>
<CAPTION>
                             CENTENARY INTERNATIONAL CORP.
                             -----------------------------

                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                         -------------------------------------

             FOR THE PERIODS OF THREE MONTHS ENDED MARCH 31, 1999 AND 1998
             -------------------------------------------------------------
                                 (Stated in US Dollars)
                                       (UNAUDITED)




                                                         1999              1998
                                                   ----------------  -----------------
<S>                                                <C>               <C>

CASH FLOW FROM OPERATING ACTIVITIES
-------------------------------------------------                                     

Net income (loss)                                  $        37,413   $       (844,401)
                                                   ----------------  -----------------
Adjustments to reconcile net income to net cash:
Amortization of intangible assets                                -            105,533 
Depreciation of fixed assets                                60,597             43,595 
Depreciation of goodwill                                     8,746                  - 
Changes in assets and liabilities:
Accounts receivable                                      2,806,676            766,131 
Other receivables                                         (574,203)         1,661,297 
Deferred tax asset                                          (5,070)           (32,446)
Inventories                                                      -             23,540 
Notes receivable - related party                        (2,000,000)                 - 
Accounts payable                                          (357,910)           556,303 
Accrued payroll and related expenses                       (46,528)           (50,452)
Taxes payable                                              139,379            295,584 
Advances of customers                                       20,616             22,417 
Other liabilities                                           62,500             62,500 
Minority interest                                              154                  - 
                                                   ----------------  -----------------
                                                           114,957          3,454,002 
                                                   ----------------  -----------------
INVESTING ACTIVITIES
-------------------------------------------------                                     

Notes receivable - related party                        (2,000,000)                 - 
Purchase of Platafreight                                (1,049,497)                 - 
Purchase of fixed assets                                   (90,134)        (1,074,664)
Proceeds of sale of fixed assets                            69,875          1,100,901 
Purchase of intangible assets                                    -             (1.171)
                                                   ----------------  -----------------
                                                        (3,069,756)            25,066 
                                                   ----------------  -----------------
FINANCING ACTIVITIES
-------------------------------------------------                                     

Net borrowings (repayments) of short term debt           3,161,193         (3,486,955)
Borrowings-long term debt                                  339,888            798,797 
Repayments - long term debt                               (523,083)          (133,382)
Issuance of common stock                                         -            400,000 
                                                   ----------------  -----------------
Net cash provided (used in) financing activities         2,977,998         (2,421,540)
                                                   ----------------  -----------------

NET INCREASE (DECREASE) IN CASH                             60,612            213,127 
-------------------------------------------------                                     

CASH AT THE BEGINNING OF THE PERIOD                         37,336          1,168,099 
-------------------------------------------------                                     
                                                   ----------------  -----------------
CASH AT THE END OF THE YEAR                        $        97,948   $      1,381,226 
-------------------------------------------------                                     
                                                   ================  =================
Supplemental cash flow information:

Cash paid for incomes taxes                        $         2,507   $         43,118 
Cash paid for interest                                     242,826            387,170 
                                                   ----------------  -----------------
                                                   $       245,333   $        430,288 
                                                   ================  =================
</TABLE>


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


                                      F - 3
<PAGE>
                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------


                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------

          FOR THE PERIOD OF THREE MONTHS ENDED MARCH 31, 1999 AND 1998
          ------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)



1.     Basis  of  presentation
       -----------------------

The  accompanying  unaudited  consolidated  financial  statements  of  CENTENARY
INTERNATIONAL  CORP.  and  its  majority  owned subsidiary have been prepared in
accordance  with  generally accepted accounting principles for interim financial
information  and with the instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they  do  not  include  all of the information and footnotes
required  by  generally  accepted  accounting  principles for complete financial
statements.  The  unaudited consolidated financial statements have been prepared
on  the  same  basis  as  the audited condensed financial statements and, in the
opinion of management, all adjustments (consisting of normal recurring accruals)
considered  necessary  for  a  fair  presentation  have been included. Operating
results for the three months ended March 31, 1999 are not necessarily indicative
of  the  results that may be expected for the year ending December 31, 1999. For
further  information refer to the financial statements and footnotes included in
the company's annual report on Form 10-KSB for the year ended December 31, 1998.

The  consolidated  financial  statements  include  the  accounts  of  CENTENARY
INTERNATIONAL  CORP. and its majority owned subsidiary, CENTENARY ARGENTINA S.A.
and,  PLATAFREIGHT  S.A.  since  February  1,  1999.


2.     Earnings  per  share

Basic  earnings  per  share is computed by dividing net income by the 18,963,500
shares  outstanding.

Diluted  earnings  per  share  is equivalent to basic earnings per share because
there  are  no  potentially  dilutive  equivalents.


3.     Acquisition  of  Platafreight  S.A.
       -----------------------------------

On  February  1, 1999 the Company purchased Platafreight S.A., a private company
in  Uruguay  in the sea freight business. The purchase price was $ 1,268,000 for
all  the  issued  and  outstanding  Platafreight  stock.

The cost in excess of the fair value of the net assets (goodwill) is $1,049,497.

The  transaction  is accounted for as a purchase and the net assets and earnings
of  Platafreight  S.A.  are  consolidated with Centenary since February 1, 1999.

Goodwill  resulting  from  the  transaction  will  be  amortized  over 20 years.

                                      F - 4
<PAGE>


                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------


                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------

          FOR THE PERIOD OF THREE MONTHS ENDED MARCH 31, 1999 AND 1998
          ------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)



4.     Other  receivables
       ------------------

<TABLE>
<CAPTION>
                                       March 31,    December 31,
                                         1999           1998
                                     -------------  -------------
<S>                                  <C>            <C>

Related party (note 7)               $   2,381,133  $   1,790,859
Receivables from sale of trademark       1,530,000      1,530,000
Refundable tax credits                   1,372,173      1,251,148
Other receivables                          537,554        279,375
Receivable, Sale of Marigold Plant         271,000        271,000
Advances to directors                       62,500        142,233
Receivable, Platafreight, S.A.                   -        291,986
Notes receivable                                 -         23,556
                                     -------------  -------------
                                     $   6.154,360  $   5,580,157
                                     =============  =============
</TABLE>


5.     Note  receivable  -  related  party
       -----------------------------------

The  Company  has a receivable in the amount of $ 4 million from a company under
common  control.

The  note  receivable  bears  interest  at  12%  and  is  payable  in  2  annual
installments  of  $  2,000,000  due  March  31,  2000  and  2001.  The  note  is
collateralized  by  2,000,000  shares  of  stock  in  the  Company.


6.     Debt
       ----

<TABLE>
<CAPTION>
                   March 31,    December 31,
                     1999           1998
                 -------------  -------------
<S>              <C>            <C>
Short term debt

Bank loans       $   3,166,200  $     511,199
Bank overdraft         821,869        315,677
                 -------------  -------------
                 $   3,988,069  $     826,876
                 =============  =============
</TABLE>


The  Company  has a bank loan of $ 704,238 for the financing of exports which is
due  April,  1999.  The  interest  rate is LIBOR (London Interbank Offered Rate)
(5.17%  at  March  31,  1999)  plus  3%.



                                     F - 5
<PAGE>
                                     ------
                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------


                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------

          FOR THE PERIOD OF THREE MONTHS ENDED MARCH 31, 1999 AND 1998
          ------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)



The Company has a bank loan of $ 2,461,961 for prefinancing of exports. The loan
is  collateralized  by  the  ranch.  Repayment  of this loan is due in 3 monthly
payments  of  $  807,640  beginning  September 1999. The interest rate was LIBOR
(London  Interbank  Offered  Rate)  (5.17%  at  March  31,  1999)  plus  2%.

<TABLE>
<CAPTION>
                                      March, 31       December 31,
                                        1999              1998
                                   ---------------  ----------------
<S>                                <C>              <C>
Long term debt:

Bank loans                         $    7,562,676   $     7,513,014 
Vendor loans                            5,853,210         5,909,432 
Office purchase loan                      359,828           536,463 
Less current maturities, included
in long term debt-current portion      (2,005,122)       (1,723,201)
                                   ---------------  ----------------
                                   $   11,770,592   $    12,235,708 
                                   ===============  ================
</TABLE>


The Company has bank loans of $5,167,903 for the  prefinancing  of exports.  The
loans are collateralized by the ranch. One loan requires repayment of $3,187,833
and is due in 44 monthly  payments of $68,182  beginning  February 22, 1999 plus
interest  at 14% per  annum.  The  amount of the first 8  monthly  payments  was
renegotiated with the bank. These payments are due in 3 monthly  installments of
$181,818,  plus interest at 14% per annum,  beginning  September 1999. The other
loan requires  repayment of $1,980,070 and is due at the Company's option at six
month  intervals  until  August,  2002 and the  interest  rate is LIBOR  (London
Interbank Offered Rate) (5.17% at March 31, 1999) plus 2%.

The Company also has a bank loan of $2,394,774 for financing the  development of
the olive grove. The loan is  collateralized  by the ranch. The interest rate is
LIBOR  (London  Interbank  Offered  Rate)  (5.17% at March 31,  1999) plus 4.5%.
Repayment  of this  loan is due in 5  annual  payments  of $  600,000  beginning
August, 2000.

The Company has a vendor loan of $5,853,210 for commodities purchases.  The loan
is collateralized by the ranch. The interest rate is 12%. Repayment of this loan
is due in 1 payment of $105,000,  4 semi-annual  payments of $500,000  beginning
March,  1999, of which $223,774 was paid and 6 semi-annual  payments of $850,000
beginning  February,  2001. The remaining $276,226 of the March payment has been
renegotiated and is due in June 30, 1999.

The Company has an office  purchase  loan of  $549,240  for the  purchase of the
administrative  office.  The loan is collateralized by the office.  The interest
rate is 10%. Repayment of this loan is due in 1 payment of $189,412 and 4 annual
payments of $87,375 beginning January, 2000.


                                      F - 6
<PAGE>
                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------


                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------

          FOR THE PERIOD OF THREE MONTHS ENDED MARCH 31, 1999 AND 1998
          ------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)



Maturities  of  long-term debt for the next five years at March 31, 1999, are as
follows:

<TABLE>
<CAPTION>
<S>         <C>
2000        $    2,005,122
2001             2,238,115
2002             2,703,238
2003             4,419,211
2004             2,049,702
Thereafter         360,326
            --------------
            $   13,775,714
            ==============
</TABLE>


7.     Related  party  transactions
       ----------------------------

Other  receivables  include amounts due from affiliated  companies of $2,381,133
and $8,124,067 in 1999 and 1998 respectively.

The Company  purchased $ 2,123,139  and  $3,276,524 of products and $773,406 and
$3,352,076  of services  from  affiliated  companies,  during 1999 and 1998.  In
addition, the Company provides certain administrative  services and pays certain
expenses for an  affiliated  company.  The  affiliated  company  reimbursed  the
Company for these costs totaling $33,868 during 1999 and none during 1998.


8.     Restricted  retained  earnings
       ------------------------------

According to the  Argentine  laws,  5% of the net  earnings of  CENTENARY  S.A.,
calculated  in  accordance  with  generally  accepted  accounting  principles in
Argentina,  for the year should be appropriated to increase the legal reserve up
to  20%  of  common  stock.  At  December  31, 1998  the  legal reserve amounted
to $47,681.

In previous years the shareholders  designated $95,057 of retained earnings as a
general reserve.

Retained  earnings  related  to the legal and general reserves are not available
for  dividends.


                                      F - 7
<PAGE>
                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------


                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------

          FOR THE PERIOD OF THREE MONTHS ENDED MARCH 31, 1999 AND 1998
          ------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)



9.     Income  taxes
       -------------

     The  components  of  income  tax  expense  are  as  follows:

<TABLE>
<CAPTION>
                             Three months ended March 31,
                             ----------------------------

                                  1999           1998
                             --------------  -------------
<S>                          <C>             <C>
Current

Federal                      $      36,330   $          - 
State and local                          -              - 
                             --------------  -------------
Total income taxes current          36,330              - 

Deferred tax benefit                (5,070)       (82,493)
                             --------------  -------------
Income taxes (benefit)       $      31,260   $    (82,493)
                             ==============  =============
</TABLE>


The income tax provision reconciled to the tax computed at the statutory Federal
rate  is:

<TABLE>
<CAPTION>
                             Three months ended March 31,
                             ----------------------------

                                     1999       1998
                                   --------  -----------
<S>                                <C>       <C>

Tax at statutory rate                   35%         35 %

Property held for sale                10.4%            -
Non deductible board remuneration        -       (17.4)%
Tax deferred due to losses               -        (8.8)%
                                   --------  -----------
                                      45.4%        8.8 %
                                   ========  ===========
</TABLE>


Significant  components  of  the  Company's  deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                   March 31,   December, 31,
                                     1999           1998
                                  -----------  --------------
<S>                               <C>          <C>
Deferred tax assets due to:

Allowance for doubtful accounts   $   102,153  $      102,153
Provision for severance payments        5,070               -
                                  -----------  --------------
                                      107,223  $      102,153
                                  ===========  ==============
</TABLE>


                                      F - 8
<PAGE>
                         CENTENARY  INTERNATIONAL  CORP.
                         -------------------------------


                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                 ----------------------------------------------

          FOR THE PERIOD OF THREE MONTHS ENDED MARCH 31, 1999 AND 1998
          ------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)



10.     Geographical  Information
        -------------------------

The  Company's operations involve, basically, a single industry segment, trading
commodities and agriproducts internationally. In the future when the olive grove
has  been developed there will be an additional segment. The geographic areas in
which  the  Company  operates  are  Pacific,  Europe,  Mercosur, Russia and ex -
Soviet,  China  and  Far  East,  Africa, Middle East and Caribbean. Net sales by
geographical  area  were  as  follows:

<TABLE>
<CAPTION>
                           Three months ended March 31,
                        ---------------------------------

                             1999              1998
                        ---------------  ----------------
<S>                     <C>              <C>
Middle East             $    9,647,848   $              -
South American Pacific       8,788,988         14,165,367
Mercosur                        260,883            81,233
Caribbean                        60,293         3.570,106
Africa                           33,600         1,775,124
China and Far East                    -            27,300
Europe                                -             6,487
                        ---------------  ----------------
                        $    18,791,612  $     19,625,617
                        ===============  ================
</TABLE>


The  Company  has  no  identificable  assets  in other countries than Argentina.


                                      F - 9
<PAGE>
ITEM  2.      MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     The following Management Discussion and Analysis of Financial Condition and
Results  of  Operations  is  qualified  by  reference  to  and should be read in
conjunction  with, the Company's Consolidated Financial Statements and the Notes
thereto  as  set  forth  beginning  on  page  F-1.

INFORMATION  REGARDING  AND  FACTORS  AFFECTING  FORWARD  LOOKING  STATEMENTS

     The Company is including the following  cautionary statement in this Report
on Form 10-Q to make applicable and take advantage of the safe harbor  provision
of the Private Securities  Litigation Reform Act of 1995 for any forward-looking
statements  made by,  or on behalf of the  Company.  Forward-looking  statements
include  statements  concerning plans,  objectives,  goals,  strategies,  future
events or performance and underlying  assumptions and other statements which are
other than statements of historical facts.  Certain statements contained in this
Report on Form 10-Q are forward-looking  statements and the matters discussed in
these  forward-looking  statements are subject to risks and uncertainties  which
could cause actual results or outcomes to differ materially from those expressed
in the forward-looking  statements. The Company's forward-looking statements are
expressed  in good faith and are  believed by the  Company to have a  reasonable
basis based on management's  examination of historical  operating  trends,  data
contained in the Company's  records and other data available from third parties,
but there can be no assurance  that any matter  discussed  in a  forward-looking
statement will ultimately be achieved, or if achieved, will have the same impact
on the Company as discussed  in the  forward-looking  statement.  In addition to
those   factors   already   mentioned,   other   factors   which  could   effect
forward-looking statements are the ability of the Company to obtain financing on
favorable  terms,  the success of the Company's olive oil,  animal feed,  cattle
feeding and meat processing operations,  demand and supply factors,  competitive
factors,   weather  conditions,   crop  yield  and  failures,  crop  oversupply,
geopolitical changes, import restrictions in countries of customers,  the effect
of inflation and government regulation.  The Company has no obligation to update
or revise any forward-looking statements to reflect future events.


                                        1
<PAGE>
RESULTS  OF  OPERATIONS

     General.  The  following  table  sets forth, for the periods presented, the
percentage  of  net  sales  represented  by  certain  items  in  the  Company's
Consolidated  Statements  of  Operations:

<TABLE>
<CAPTION>
                             Three months ended March 31,
                             ----------------------------
                                       1999   1998
<S>                                    <C>    <C>

Net sales                               100%   100%

Cost of goods sold                     79.3   80.4 
                                       -----  -----

Gross profit                           20.7   19.6 

Selling expenses                       14.7   18.3 

Administrative expenses                 3.7    4.7 
                                       -----  -----

Operating income (loss)                 2.3   (3.4)

Interest expense                        1.9    1.3 
                                       -----  -----

Income (loss)before income taxes and
 minority interests                      .4   (4.7)

Income taxes(benefit)                    .2    (.4)

Minority interest in subsidiary         -0-    -0- 
                                       -----  -----

Net income (loss)                        .2   (4.3)
</TABLE>


                                        2
<PAGE>
     The  following  table  sets  forth  sales  revenues by region for the three
months  ended  March  31,  1999,  and  1998:

<TABLE>
<CAPTION>
                      Three months ended March 31,
                      ----------------------------
                             1999        1998
                       (stated  in  US  Dollars)
<S>                     <C>          <C>

Geographical Information
----------------------                          

Middle East             $ 9,647,848  $         -

South American Pacific  $ 8,788,988  $14,165,367

Mercosur                $   260,883  $    81,233

Caribbean               $    60,293  $ 3,570,106

Africa                  $    33,600  $ 1,775,124

China and  Far East     $        --  $    27,300

Europe                  $        --  $     6,487
                        -----------  -----------
                        $18,791,612  $19,625,617
                        ===========  ===========
</TABLE>


THE  THREE  MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH
31,  1998

     Revenues.  Net revenues decreased 4% from $19.6 million in the three months
ended  March 31, 1998 to $18.8 million in the three months ended March 31, 1999.
During the three months ended March 31, 1999, the Company shipped 125,386 metric
tons  of  food  commodities  compared to 70,716  metric tons in the three months
ended  March  31,  1998.  The 4% decrease in sales was attributable primarily to
lower  commodity prices, partially offset by an increase in metric tons shipped.

     Sales  to  Middle  Eastern countries were $ 9.6 million in the three months
ended  March  31,  1999,  as  a result of the Company's strategy to develop this
market.

                                        3
<PAGE>
     Sales  to  the  South American Pacific region decreased by $ 5.4 million in
the  three  months ended March 31, 1999 compared to the three months ended March
31,  1998.  The  sales in the period ending March 1998 were higher than 1999 due
to  increased  demand  in  1998 as a result of the negative impact on local food
production  because  of  the  El  Nino  weather  system.

     Sales  to  Mercosur  countries  increased $ 0.2 million in the three months
ended  March  31,  1999 compared to the three months ended March 31, 1998 due to
increased  sales  to  Brazil.

     Sales  to  Caribbean  countries decreased $3.5 million for the three months
ended March 31, 1999 in comparison to the same period in 1998 due to a reduction
in  sales  to Venezuela and the elimination of sales to Cuba in the last quarter
of  1998.

     Sales  to  African  countries  decreased  $1.7  million in the three months
ended March 31, 1999 in comparison to the three months ended March 31, 1998  due
to  the  inability  of  African  countries  to obtain credit from banks in 1999.

     Sales  in China, the Far East, and Europe occur when the Company is able to
identify  a  unique  marketing  opportunity,  rather than as a result of ongoing
business  relationships.  Therefore,  sales to these geographic areas are not as
predictable  as sales to other geographic regions.  Sales to China, the Far East
and  Europe  decreased $34,000 in the three months ended March 31, 1999 compared
to  the  three  months  ended  March  31,  1998.

     Cost of sales.  The cost of sales decreased from $15.8 million in the three
months ended March 31, 1998 to $14.9 million in the three months ended March 31,
1999  due  to  the  decrease  in  sales.  The  cost  of sales as a percentage of
revenues  remained  relatively  stable  in  1999 in comparison to 1998.  For the
three months ended March 31, 1999 and 1998 the cost of sales was 79.3% and 80.4%
respectively.

Selling  expenses.  Selling  expenses  decreased  from $3.6 million in the three
months  ended March 31, 1998 to $2.8 million in the three months ended March 31,
1999. As a percent of revenues,  selling  expenses  decreased  from 18.3% in the
three  months  ended March 31, 1998 to 14.7% in the three months ended March 31,
1999.  Selling expenses include freight charges,  importation fees, bank charges
and sales commissions. Selling expenses in the three months ended March 31, 1999
decreased  primarily  because  of a decrease  of  $800,000  in freight  charges.
Freight charges declined due to a global decrease in freight charges.

     Administrative expenses.  Administrative expenses decreased $227,000 in the
three  months  ended March 31, 1999 compared to the three months ended March 31,
1998.  As  a  per  cent of sales, administrative expenses decreased from 4.7% in
the  three  months  ended March 31, 1998 to 3.7% in three months ended March 31,
1999  primarily because of a decrease in the amortization of the trademark which
was  sold  during  1998  and  other  non-recurring  expenses.

     Interest  expense.  Interest  expense increased $92,000 in the three months
ended  March  31,  1999  compared to the three months ended March 31, 1998.  The
increase  in  interest  expense was attributable to the $3.1 million increase in
debt  and  additional interest incurred in discounts on extensions of letters of
credit  to  banks  in  connection  with  sales  to  customers  in Middle Eastern
countries.


                                        4
<PAGE>
     Income  taxes.  Income  taxes increased in the three months ended March 31,
1999  compared  to  the same period in 1998 due primarily to an increase in 1999
income.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Operating  activities provided $115,000 in the three months ended March 31,
1999  in  comparison  to  $3.5 million in the three months ended March 31, 1998.
The increase in cash used in the three months ended March 31, 1999 was primarily
attributable to an increase in the current portion of a related party receivable
of  $2  million, an increase in other receivables of $574,000  and a decrease in
accounts  payable  of  $357,000  offset  by  a $2.8 million decrease in accounts
receivable.

Investing  activities  utilized $3 million in the three  months  ended March 31,
1999 and provided  $25,000 in the three months ended March 31, 1998.  During the
three  months  ended  March 31,  1999,  the  Company  used $2 million for a note
receivable  from a related  party.  The  Company  expended  $1  million  for the
purchase of Platafreight S.A., a sea freight company.

     Financing  activities  provided $3 million in the three  months ended March
31, 1999 and utilized  $2.4 million in the three months ended March 31, 1998. In
the three months ended March 31, 1999,  cash was provided by an additional  $3.2
million in short term debt,  and  $340,000 of long term debt.  The Company  used
$523,000 for  repayment  of long term debt.  During the three months ended March
31, 1998, the Company repaid $3.5 million of short-term debt.

     The  Company  renegotiated  its  bank  loan  of  $3,187,833  for  the
prefinancing of exports.  The first eight monthly payments of $68,182  beginning
February 1999 are now due in three monthly  installments  of $181,818  beginning
September 1999.

     The  Company  contemplates  raising  capital  through  a  private or public
placement  of  equity  or  debt.  If such an offering is successful, the Company
anticipates  that  the  primary uses of this capital would be to expand the food
commodities  trading  business  first,  and  then to develop the olive grove and
olive  oil  production facility.  The Company's growth, expansion, and liquidity
and  capital  resources  will  be significantly affected by its ability to raise
additional  capital.

     The  Company  does  not  currently  have  material  commitments for capital
expenditures  and  does not anticipate entering into any such commitments during
the  next  twelve  months  unless  it  is  able  to  raise  additional  capital.


                                        5
<PAGE>
INFLATION

     The  Company operates in certain countries that have experienced high rates
of  inflation  and  hyper-inflation  in the past.  However, all transactions are
denominated in U.S. dollars.  Therefore, inflation has not had a material impact
on  the  Company's  results  of  operations during the periods presented herein.
Further,  the Company does not expect inflation to have a material impact on the
Company  in  the future.  However, the future impact of inflation on the Company
is  unknown.

IMPACT  OF  YEAR  2000

     The  Company  does not believe that year 2000 issues will materially affect
the Company. The Company believes that its systems are year 2000 compliant.  The
Company  has  communicated  with its banks, suppliers and customers and believes
that  the systems of its banks, suppliers and customers are year 2000 compliant.
No  additional  costs  related  to  year  2000 compliance are anticipated by the
Company.

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     The  Company  is  subject  to  market  risk  exposure related to changes in
interest  rates  on  its debt facilities.  These instruments carry interest at a
pre-agreed  upon  percentage  point  spread from the LIBOR interest rate.  These
debt  facilities  are  in U.S. dollars.  At March 31, 1999, the Company had $7.6
million outstanding under these facilities.  Based on this balance, an immediate
change  of  one  percent  in  the interest rate would cause a change in interest
expense  of  approximately  $76,000  on  an  annual  basis.

     The  Company is subject to market risk related to fluctuations in the value
of  the  U.S.  dollar  compared  to certain foreign currencies.  The Company has
subsidiaries  which operate worldwide.  However, the functional currency used by
these  operating  units  is  the  U.S.  dollar.  Substantial  portions  of these
operating  units'  invoicing,  customer  receivables,  and  many  operating cost
factors  are  denominated  in  dollars.

     A  hypothetical  10% fluctuation of the U.S. dollar relative to the foreign
currencies  of  the  markets  in which the Company operates would not materially
adversely  affect  the Company's expected 1999 earnings or cash flows regardless
of  the  direction  of the change in relation to the U.S. dollar.  The Company's
sensitivity  analysis  of  the  effects  of changes in foreign currency exchange
rates  does  not  factor  in  a  potential  change  in  sales  levels.


                                        6
<PAGE>
                                     PART II

ITEM  3.     DEFAULT  UPON  DEBT

     The Company has a bank loan in the principal amount of $3,187,833 which was
to be repaid  beginning  February 1999 in monthly  installments of $68,182 at an
interest  rate of 14% per annum.  The Company  has  renegotiated  the  repayment
terms for  the  first eight monthly  installments  (repayments for February 1999
through   September  1999).   These  payments  are  now  due  in  three  monthly
installments  of $181,818,  plus interest at 14% per annum,  begining  September
1999.


ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)  Exhibits

     Exhibit  No.
     ------------

       27.1   Financial  Data  Schedule  for  the  quarter ended March 31, 1999.

(b)  Reports  on  Form  8-K

     The  Company  filed  the  following  reports on Form 8-K during the quarter
ended  March  31,  1999.

     (i)  On January 13, 1999,  the Company  filed a Current  Report on Form 8-K
          dated January 7, 1999, reporting a change in independent auditors.

     (ii) On January 28, 1999,  the Company  filed a Current  Report on Form 8-K
          Amendment  No. 1 dated  November  12,  1998  reporting  the  financial
          statements in connection  with the  acquisition of assets  reported in
          the earlier Form 8-K.

     (v)  On February 16, 1999,  the Company filed a Current  Report on Form 8-K
          dated February 1, 1999, reporting other events.

                                        7
<PAGE>
                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange  Act  of  1934, the Company has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.


                                                 CENTENARY  INTERNATIONAL  CORP.





May  19,  1999                              By:  /s/  Hector  A.  Patron  Costas
                                                      Hector  A.  Patron  Costas
                    Director,  Chairman,  Secretary, and Chief Financial Officer




May  19,  1999                                           By:  /s/  John  Tonelli
                                                                   John  Tonelli
                                       Chief  Executive  Officer  and  President


                                        8
<PAGE>