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, 2010





or





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE


SECURITIES
EXCHANGE ACT OF 1934





For
the transition period from _______ to _______





Commission
File Number 0-23851





Centenary
International Corporation





(Exact
name of registrant as specified in its charter)





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





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


(Address
of principal executive
offices)                                              (Zip
Code)





(011-5411)
4328-3996


(Registrant’s
telephone number, including area code)





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





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





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





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





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





APPLICABLE
ONLY TO CORPORATE ISSUERS:





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





Class
              
              Outstanding
      as of April 30, 2010Common
      Stock, $.001 par value
              
              576,682





TABLE
OF CONTENTS





Heading
                          
                          
                          PagePART  I
      – FINANCIAL INFORMATIONItem
      1.
                          Financial
      Statements
                          
                          3Balance
      Sheets – March 31, 2010 (unaudited) and December 31, 2009
                          
                          4Statements
      of Operations – three months ended March 31,2010
      and 2009 and the period from inception of the development
      stageon
      January 1, 2000 to March 31, 2010 (unaudited)
                          
                          5Statements
      of Cash Flows – three months ended March 31, 2010 and2009
      and the period from inception of the development stage onJanuary
      1, 2000 to March 31, 2010 (unaudited)
                          
                          6Notes
      to Financial Statements
                          
                          7Item
      2.
                          Management's
      Discussion and Analysis of Financial Condition and
                          
                          11Results
      of OperationsItem
      3.
                          Quantitive
      and Qualitative Disclosures About Market Risk
                          
                          15Item
      4.
                          Controls
      and Procedures
                          
                          15PART
      II – OTHER INFORMATIONItem
      1.
                          Legal
      Proceedings
                          
                          15Item
      1A.
                          Risk
      Factors
                          
                          15Item
      2.
                          Unregistered
      Sales of Equity Securities and Use of Proceeds
                          
                          16Item
      3.
                          Defaults
      Upon Senior Securities
                          
                          16Item
      4.
                          (Removed
      and Reserved)
                          
                          16Item
      5.
                          Other
      Information
                          
                          16Item
      6.
                          Exhibits
                          
                          16Signatures
                          
                          17


-2-


PART
I – FINANCIAL INFORMATION





Item
1.                Financial
Statements





The accompanying balance sheets of
Centenary International Corporation at March 31, 2010 and December 31, 2009, and
related statements of operations and cash flows for the three months ended March
31, 2010 and 2009 and the period from inception of the development stage on
January 1, 2000 through March 31, 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 March 31, 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





March
      31,
                    
                    
                    December
      31,2010
                    
                    
                    2009(Unaudited)ASSETSCURRENT
      ASSETSCash
                    
                    $
                    -
                    
                    
                    $
                    -Total
      Current Assets
                    
                    
                    -
                    
                    
                    
                    -TOTAL
      ASSETS
                    
                    $
                    -
                    
                    
                    $
                    -LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                    
                    $
                    9,876
                    
                    
                    $
                    6,416Accrued
      interest payable
                    
                    
                    10,578
                    
                    
                    
                    8,943Notes
      payable -related parties
                    
                    
                    143,003
                    
                    
                    
                    135,279Total
      Current Liabilities
                    
                    
                    163,457
                    
                    
                    
                    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
                    
                    
                    (2,409,927
                    )
                    
                    
                    (2,397,108
                    )Total
      Stockholders' Equity (Deficit)
                    
                    
                    (163,457
                    )
                    
                    
                    (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
                
                
                2000,
      ThroughMarch
      31,
                
                
                March
      31,2010
                
                
                2009
                
                
                2010(Restated)REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                -OPERATING
      EXPENSESGeneral
      and administrative
                
                
                11,184
                
                
                
                7,828
                
                
                
                539,319Total
      Operating Expenses
                
                
                11,184
                
                
                
                7,828
                
                
                
                539,319OPERATING
      LOSS
                
                
                (11,184
                )
                
                
                (7,828
                )
                
                
                (539,319
                )OTHER
      INCOME (EXPENSE)Other
      income
                
                
                -
                
                
                
                -
                
                
                
                52,958Interest
      expense
                
                
                (1,635
                )
                
                
                (1,298
                )
                
                
                (216,998
                )Total
      Other Income (Expense)
                
                
                (1,635
                )
                
                
                (1,298
                )
                
                
                (164,040
                )LOSS
      FROM CONTINUING OPERATIONS
                
                
                (12,819
                )
                
                
                (9,126
                )
                
                
                (703,359
                )LOSS
      FROM DISCONTINUED OPERATIONS
                
                
                -
                
                
                
                -
                
                
                
                (1,706,568
                )NET
      LOSS BEFORE INCOME TAXES
                
                
                (12,819
                )
                
                
                (9,126
                )
                
                
                (2,409,927
                )PROVISION
      FOR INCOME TAXES
                
                
                -
                
                
                
                -
                
                
                
                -NET
      LOSS
                
                $
                (12,819
                )
                
                $
                (9,126
                )
                
                $
                (2,409,927
                )BASIC
      LOSS PER COMMON SHARE
                
                $
                (0.02
                )
                
                $
                (0.02
                )WEIGHTED
      AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
                
                
                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 Three Months Ended
                          
                          
                          2000
      ThroughMarch
      31,
                          
                          
                          March
      31,2010
                          
                          
                          2009
                          
                          
                          2010(Restated)OPERATING
      ACTIVITIESNet
      loss
                          
                          $
                          (12,819
                          )
                          
                          $
                          (9,126
                          )
                          
                          $
                          (2,409,927
                          )Adjustments
      to reconcile net loss to net cash used by operating
      activities:Discontinued
      operations
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          2,677,112Gain
      on expiration of debt
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (1,015,382
                          )Changes
      in operating assets and liabilitiesDecrease
      in prepaid expenses
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -Increase
      (decrease) in accrued expenses
                          
                          
                          1,635
                          
                          
                          
                          1,215
                          
                          
                          
                          230,781Increase
      (decrease) in accounts payable
                          
                          
                          3,460
                          
                          
                          
                          1,197
                          
                          
                          
                          235,730Net
      Cash Used in Operating Activities
                          
                          
                          (7,724
                          )
                          
                          
                          (6,714
                          )
                          
                          
                          (281,686
                          )INVESTING
      ACTIVITIES
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -FINANCING
      ACTIVITIESBorrowings
      of notes payable-related parties
                          
                          
                          7,724
                          
                          
                          
                          6,714
                          
                          
                          
                          281,686Net
      Cash Provided by Financing Activities
                          
                          
                          7,724
                          
                          
                          
                          6,714
                          
                          
                          
                          281,686NET
      DECREASE IN CASH
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -CASH
      AT BEGINNING OF PERIOD
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          -CASH
      AT END OF PERIOD
                          
                          $
                          -
                          
                          
                          $
                          -
                          
                          
                          $
                          -SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                          
                          $
                          -
                          
                          
                          $
                          83
                          
                          
                          $
                          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 March 31, 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 March 31,
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





Recent Accounting
Pronouncements


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





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


-7-


CENTENARY
INTERNATIONAL CORPORATION


(A
Development Stage Company)


Notes to
the Financial Statements





NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES





Recent Accounting
Pronouncements


In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810):Accounting and Reporting for Decreases in Ownership of a Subsidiary.
This amendment to Topic 810 clarifies, but does not change, the scope of current
US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10
and removes the potential conflict between guidance in that Subtopic and asset
derecognition and gain or loss recognition guidance that may exist in other US
GAAP. An entity will be required to follow the amended guidance beginning in the
period that it first adopts FAS 160 (now included in Subtopic 810-10). For those
entities that have already adopted FAS 160, the amendments are effective at the
beginning of the first interim or annual reporting period ending on or after
December 15, 2009. The amendments should be applied retrospectively to the first
period that an entity adopted FAS 160. The Company does not expect the
provisions of ASU 2010-02 to have a material effect on the financial position,
results of operations or cash flows of the Company.





In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The Company
does not expect the provisions of ASU 2010-01 to have a material effect on the
financial position, results of operations or cash flows of the
Company.





The FASB
has recently issued various other ASU’s No. 2010-3 through ASU No. 2010-18 which
contain technical corrections to existing guidance or affect guidance to
specialized industries or entities.  These updates have no current
applicability to the Company or their effect on the financial statements would
not have been significant.





In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities. This Accounting Standards Update
amends the FASB Accounting Standards Codification for Statement
167.





In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166.





In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1.





In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements. This
update changed the accounting model for revenue arrangements that include both
tangible products and software elements. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted. The Company does not expect
the provisions of ASU 2009-14 to have a material effect on the financial
position, results of operations or cash flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances than under existing US
GAAP. This amendment has eliminated that residual method of allocation.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions of ASU 2009-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.


-8-


CENTENARY
INTERNATIONAL CORPORATION


(A
Development Stage Company)


Notes to
the Financial Statements





NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES (Continued)





Recent Accounting
Pronouncements


In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15, 2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the provisions of
ASU 2009-12 to have a material effect on the financial position, results of
operations or cash flows of the Company.





In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The
provisions of EITF 09-1, clarifies the accounting treatment and disclosure of
share-lending arrangements that are classified as equity in the financial
statements of the share lender. An example of a share-lending arrangement is an
agreement between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to enter
into equity derivative contracts with investors. EITF 09-1 is effective for
fiscal years that beginning on or after December 15, 2009 and requires
retrospective application for all arrangements outstanding as of the beginning
of fiscal years beginning on or after December 15, 2009. Share-lending
arrangements that have been terminated as a result of counterparty default prior
to December 15, 2009, but for which the entity has not reached a final
settlement as of December 15, 2009 are within the scope. Effective for
share-lending arrangements entered into on or after the beginning of the first
reporting period that begins on or after June 15, 2009. The Company does not
expect the provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.





NOTE 4 –
RELATED PARTY TRANSACTIONS





The
Company owes notes payable to shareholders of $143,003 and $135,279 plus accrued
interest of $10,578 and $8,943 as of March 31, 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.





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 will
loan to PCN sufficient funds to comply with a Development Program which provides
for the drilling of 11 wells in the concession over a specified period of time.
The loan to PCN will provide that Oil m&s may, at its option, elect to
convert the balance of the loan to 2,129,870 shares of the 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.


-9-


CENTENARY
INTERNATIONAL CORPORATION


(A
Development Stage Company)


Notes to
the Financial Statements





NOTE 5 –
COMMITMENTS AND CONTINGENCIES (Continued)





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.  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.





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 months ended March
31, 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:


March 31, 2009As
      PreviouslyReported
                    
                    
                    As Restated
                    
                    
                    Change .Total
      Assets
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -Total
      Liabilities
                    
                    
                    104,895
                    
                    
                    
                    106,088
                    
                    
                    
                    1,193Total
      Stockholders’ Equity
                    
                    
                    (104,895
                    )
                    
                    
                    (106,088
                    )
                    
                    
                    (1,193
                    )Net
      Loss
                    
                    
                    (8,738
                    )
                    
                    
                    (9,126
                    )
                    
                    
                    (388
                    )Net
      Loss per Common Share (Basic)
                    
                    $
                    (0.02
                    )
                    
                    $
                    (0.02
                    )
                    
                    $
                    (0.00
                    )


-10-


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.





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 manner and to continue its search for business opportunities during the
next twelve months. As of the date hereof, we have not made any arrangements or
definitive agreements to use outside advisors or consultants.





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.


-11-


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





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 March 31, 2010





Revenues
and Other Income





We had no revenues in either of the
three month periods ended March 31, 2010 or 2009.





Expenses





We had general and administrative
expenses of $11,184 in the three month period ended March 31, 2010, an increase
of $3,356 from the $7,828 of general and administrative expenses incurred in the
three month period ended March 31, 2009.  The increase in general and
administrative expenses is attributable primarily to an increase in legal and
consulting expenses.  We incurred interest expense of $1,635 in the
three months ended March 31, 2010, an increase of $337 from the interest expense
of $1,298 incurred in the three months ended March 31, 2009.  The
increase in interest expense in the later period is attributable to the fact
that the balance of notes payable – related parties was higher in the later
period.





Net
Losses





We had a net loss of $12,819, or $0.02
per share, during the three month period ended March 31, 2010, compared to a net
loss of $9,126, or $0.02 per share, during the comparable period of
2009.  The primary reason for the $3,693 increase in net loss was an
increase in general and administrative expenses in the later
period.





Liquidity
and Capital Resources – March 31, 2010





The Company is in the development stage
and, since inception, has experienced significant changes in liquidity, capital
resources and shareholders’ equity.  As of March 31, 2010 the Company
has $0 in total assets, with total liabilities of $163,457.  The
liabilities consist of notes payable – related party of $143,003, accrued
interest payable of $10,578 and accounts payable of $9,876.





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.


-12-


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 March 31, 2010 we had no cash and current liabilities totaled
$163,457.  The Company will need to raise approximately an additional
$100,000 in financing or equity capital to sustain operations for the next
twelve (12) 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 three months ended March 31, 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
consolidated 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 or recurring losses, lack of revenue-generating activities and a
deficit accumulated during the development stage in the amount of $2,409,927 as
of March 31, 2010.  The Company’s ability to continue as a going
concern is subject to the ability of the Company to realize a profit from
operations and/or obtain funding from outside sources.  Since the
Company has no revenue generating operations, our plan to address the Company’s
ability to continue as a going concern over the next twelve months
includes:  (1) obtaining additional funding from the sale of our
securities; and/or (2) obtaining loans and grants from our principal
shareholders and/or various financial institutions, where
possible.  Although we believe that we will be able to obtain the
necessary funding to allow the Company to remain a going concern through the
methods discussed above, there can be no assurances that such methods will prove
successful.


-13-


Plan
of Operation





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





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





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





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





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





Net
Operating Loss





We have accumulated approximately
$225,000 of net operating loss carry forwards as of March 31,
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 March 31, 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.


-14-


Forward-Looking
and Cautionary Statements





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





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


·
            to
      meet our cash and working capital
needs;


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


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





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





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





Item
3.                Quantitative
and Qualitative Disclosures About Market Risk





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





Item
4.                Controls
and Procedures





As of the end of the period covered by
this report, we carried out an evaluation, under the supervision and with the
participation of management, including our chief executive officer and principal
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934 (“Exchange Act”).  Based upon
that evaluation, our chief executive officer and principal financial officer
concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures were effective to ensure that the information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the 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 March 31, 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
required by this Item.


-15-


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





During the three month period ended
March 31, 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


-16-


SIGNATURES





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





CENTENARY
      INTERNATIONAL CORPORATIONDate:
      May 21, 2010
              
              By:
              /s/ Carlos Fabian De
  SousaCarlos
      Fabian De SousaPresident,
      Sole Director, Chief ExecutiveOfficer,
      Chief Financial Officer andPrincipal
      Accounting Officer


-17-