United States Securities and Exchange Commission
                             Washington, D.C. 20549
                                    Form 10-Q

[X]     Quarterly  Report  Pursuant  to  Section  13  or 15(d) of the Securities
Exchange  Act  of  1934  For  the  Quarterly  Period  Ended  September 30, 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 [ ]

                      Applicable Only to Corporate Issuers

As  of  November  30,  1999,  there  were  outstanding  19,356,200 shares of the
registrant's  $.001  par  value  Common  Stock.


<PAGE>
                                Table of Contents

PART  I

FINANCIAL  INFORMATION

Item  1.     Financial  Statements

     Consolidated  Balance  Sheets  as  of  September  30,  1999  (unaudited)
     and  December  31,  1998  (audited)

     Consolidated  Statements  of  Operations  for  the  three
     months  and  nine  months  ended September 30, 1999 and 1998 (unaudited)

     Consolidated  Statements  of  Cash  Flows  for  the  three
     months and the nine months ended September 30, 1999 and 1998 (unaudited)

     Selected  Notes  to  Consolidated  Financial  Statements

Item  2.     Management's  Discussion  and  Analysis

Item  3.     Quantitative  and  Qualitative  Disclosures  About  Market  Risk

PART  II

OTHER  INFORMATION

Item  1.     Legal  Proceedings

Item  2.     Changes  in  Securities

Item  6.     Exhibits  and  Reports  on  Form  8-K

SIGNATURES


<PAGE>
                                     PART I

                              FINANCIAL INFORMATION


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.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                                  CENTENARY INTERNATIONAL CORP.
                                  -----------------------------

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


                                                              September 30,       December 31,
                                                                   1999               1998
                                                            ------------------  -----------------
ASSETS
------
<S>                                                         <C>                 <C>
CURRENT ASSETS
----------------------------------------------------------

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          71,710   $         37,336
Accounts receivable, net of allowance for doubtful
accounts of 448,024 and 291,868 in 1999 and 1998
  respectively . . . . . . . . . . . . . . . . . . . . . .         21,687,047          8,731,673
Other receivables (note 5) . . . . . . . . . . . . . . . .          9,602,530          5,580,157
Deferred tax asset (note 11) . . . . . . . . . . . . . . .            142,224            102,153
Notes receivable - related party (note 6). . . . . . . . .          2,000,000                  -
                                                             ----------------    ---------------
Total current assets . . . . . . . . . . . . . . . . . . .         33,503,511         14,451,319
                                                             ----------------    ---------------

Notes receivable - related party (note 6). . . . . . . . .          2,000,000                  -
Property, plant and equipment. . . . . . . . . . . . . . .         10,835,872         10,687,036
Goodwill (note 4). . . . . . . . . . . . . . . . . . . . .          1,014,514                  -
                                                            ------------------  -----------------

                                                                   13,850,386         10,687,036
                                                            ------------------  -----------------

    Total assets . . . . . . . . . . . . . . . . . . . . .  $      47,353,897   $     25,138,355
                                                            ==================  =================

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

Pre-petition liabilities
----------------------------------------------------------

Accounts payable . . . . . . . . . . . . . . . . . . . . .  $       5,708,287   $      2,102,548
Debt (note 7). . . . . . . . . . . . . . . . . . . . . . .         32,979,880         14,785,785
Accrued payroll and related expenses . . . . . . . . . . .            151,145            129,895
Taxes payable. . . . . . . . . . . . . . . . . . . . . . .            637,644            458,417
Customer advances. . . . . . . . . . . . . . . . . . . . .                  -            360,050
Other liabilities. . . . . . . . . . . . . . . . . . . . .                  -            143,906
Minority interest. . . . . . . . . . . . . . . . . . . . .                  -             71,578
                                                            ------------------  -----------------

   Total liabilities pre-petition. . . . . . . . . . . . .         39,476,956         18,052,179
                                                            ------------------  -----------------


Post-petition liabilities
----------------------------------------------------------

Accounts payable . . . . . . . . . . . . . . . . . . . . .            576,975                  -
Accrued payroll and related expenses . . . . . . . . . . .             58,061                  -
Customer advances. . . . . . . . . . . . . . . . . . . . .            477,020                  -
Other liabilities. . . . . . . . . . . . . . . . . . . . .             96,405                  -
Minority interest. . . . . . . . . . . . . . . . . . . . .             69,334                  -
                                                            ------------------  -----------------

Total liabilities post-petition. . . . . . . . . . . . . .          1,277,795                  -
                                                            ------------------  -----------------

   Total liabilities. . . . . . . . . . . . . . . . . . .          40,754,751         18,052,179
                                                            ------------------  -----------------


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

Common stock, $.001 per value, 50,000,000 shares
  authorized; 19,356,200 and 18,963,500 shares issued and
  outstanding in 1999 and 1998 respectively  (note 8). . .             19,356             18,963
Paid in capital. . . . . . . . . . . . . . . . . . . . . .          8,340,873          7,981,037
Retained earnings (deficit). . . . . . . . . . . . . . . .         (1,585,083)          (737,824)
Receivable from sale of stock. . . . . . . . . . . . . . .           (176,000)          (176,000)
                                                            ------------------  -----------------

    Total shareholders' equity . . . . . . . . . . . . . .          6,599,146          7,086,176
                                                            ------------------  -----------------

    Total liabilities and shareholders' equity . . . . . .  $      47,353,897   $     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 NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
        ----------------------------------------------------------------
                             (Stated in US Dollars)
                                   (UNAUDITED)


                                                   1999         1998
                                               ------------  -----------
<S>                                            <C>           <C>
Net sales . . . . . . . . . . . . . . . . . .  $45,310,533   $99,304,358

Cost of goods sold. . . . . . . . . . . . . .   35,132,493    78,815,963
                                               ------------  -----------


    Gross profit. . . . . . . . . . . . . . .   10,178,040    20,488,395

Selling expenses. . . . . . . . . . . . . . .    8,481,480    14,801,257

Administrative expenses . . . . . . . . . . .    2,229,079     3,222,920
                                               ------------  -----------

     Operating income (loss). . . . . . . . .     (532,519)    2,464,218

Other income and loss, net. . . . . . . . . .      740,622       237,837

Interest expense. . . . . . . . . . . . . . .    1,162,120     1,003,594
                                               ------------  -----------

Income (loss) before income taxes and
    minority interest . . . . . . . . . . . .     (954,017)    1,222,787

Income taxes (benefit) (note 11). . . . . . .     (104,514)       77,237

Minority interest in earnings of subsidiary .        2,244             -
                                               ------------  -----------

    Net income (loss) . . . . . . . . . . . .  $  (847,259)  $ 1,145,550
                                               ============  ===========

Earnings (loss) per share, basic and diluted.  $    ( .045)  $      .060
                                               ============  ===========

</TABLE>

        The accompanying notes are an integral part of these statements.


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

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

        FOR THE PERIODS OF THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
        -----------------------------------------------------------------
                             (Stated in US Dollars)
                                   (UNAUDITED)


                                                       1999          1998
                                                   ------------  ------------
<S>                                                <C>           <C>
Net sales . . . . . . . . . . . . . . . . . . . .  $ 1,348,402   $23,370,306

Cost of goods sold. . . . . . . . . . . . . . . .      851,430    17,365,492
                                                   ------------  ------------
    Gross profit. . . . . . . . . . . . . . . . .      496,972     6,004,814

Selling expenses. . . . . . . . . . . . . . . . .      897,621     4,727,637

Administrative expenses . . . . . . . . . . . . .      891,506     1,254,198
                                                   ------------  ------------

    Operating income (loss) . . . . . . . . . . .   (1,292,155)       22,979

Other income and loss, net. . . . . . . . . . . .       49,087        88,602

Interest expense. . . . . . . . . . . . . . . . .      367,636        75,991
                                                   ------------  ------------
Income (loss) before income taxes and
    minority interest . . . . . . . . . . . . . .   (1,610,704)       35,590

Income taxes (benefit). . . . . . . . . . . . . .     (436,894)     (416,620)

Minority interest in earnings of subsidiary . . .        8,288             -
                                                   ------------  ------------
    Net income (loss) . . . . . . . . . . . . . .  $(1,165,522)  $   452,210
                                                   ============  ============
    Earnings (loss) per share, basic and diluted.  $   (  .062)  $      .023
                                                   ============  ============
</TABLE>

        The accompanying notes are an integral part of these statements.


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

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

          FOR THE PERIOD OF NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
          ---------------------------------------------------------------
                               (Stated in US Dollars)
                                    (UNAUDITED)


                                                            1999           1998
                                                        -------------  ------------
<S>                                                     <C>            <C>
CASH FLOW FROM OPERATING ACTIVITIES
------------------------------------------------------

Net income (loss). . . . . . . . . . . . . . . . . . .  $   (847,259)  $ 1,145,550
                                                        -------------  ------------

Adjustments to reconcile net income to net cash:
Amortization of intangible assets  . . . . . . . . . .             -       304,771
Depreciation of fixed assets . . . . . . . . . . . . .       185,606       143,712
Amortization of goodwill . . . . . . . . . . . . . . .        34,983             -
Minority interest in earnings of subsidiary. . . . . .        (2,244)            -
Changes in assets and liabilities:
Accounts receivables . . . . . . . . . . . . . . . . .   (12,955,374)   (6,954,710)
Other receivables. . . . . . . . . . . . . . . . . . .    (4,022,373)    7,831,994
Notes receivables. . . . . . . . . . . . . . . . . . .    (2,000,000)            -
Inventories. . . . . . . . . . . . . . . . . . . . . .             -       523,359
Deferred taxes . . . . . . . . . . . . . . . . . . . .       (40,071)     (136,363)
Accounts payable . . . . . . . . . . . . . . . . . . .     4,182,714    (6,856,677)
Accrued payroll and related expenses . . . . . . . . .        79,311       (41,895)
Taxes payable. . . . . . . . . . . . . . . . . . . . .       179,227       184,962
Advances of customers. . . . . . . . . . . . . . . . .       116,970       680,883
Other liabilities. . . . . . . . . . . . . . . . . . .       (47,501)      305,367
                                                        -------------  ------------

                                                         (14,288,752)   (4,014,597)
                                                        -------------  ------------


INVESTING ACTIVITIES
------------------------------------------------------

Notes receivable - related party . . . . . . . . . . .    (2,000,000)            -
Purchase of Platafreight . . . . . . . . . . . . . . .    (1,049,497)            -
Purchase of fixed assets . . . . . . . . . . . . . . .      (454,364)   (1,779,451)
Proceeds of sale of fixed assets . . . . . . . . . . .       119,922       117,000
Purchase of intangible assets. . . . . . . . . . . . .             -        (1,171)
Proceeds of sale of property held for sale . . . . . .             -     1,100,000
                                                        -------------  ------------

                                                          (3,383,939)     (563,622)
                                                        -------------  ------------


FINANCING ACTIVITIES
------------------------------------------------------

Net borrowings (repayments) of short term debt . . . .     3,438,265    (4,237,570)
Borrowings under long term debt. . . . . . . . . . . .     1,885,156     7,169,394
Repayments - long term debt. . . . . . . . . . . . . .    (1,138,632)   (1,142,016)
Letters of Credit. . . . . . . . . . . . . . . . . . .    14,009,306             -
Issuance of common stock . . . . . . . . . . . . . . .       360,229     5,500,000
Advanced capital contribution. . . . . . . . . . . . .             -    (4,000,000)
                                                        -------------  ------------

Net cash provided (used in) financing activities . . .    18,554,324     3,289,808
                                                        -------------  ------------



NET INCREASE (DECREASE) IN CASH. . . . . . . . . . . .        34,374      (142,861)
------------------------------------------------------

CASH AT THE BEGINNING OF THE PERIOD. . . . . . . . . .        37,336     1,168,099
------------------------------------------------------  -------------  ------------

CASH AT THE END OF THE PERIOD. . . . . . . . . . . . .  $     71,710   $ 1,025,238
------------------------------------------------------  =============  ============

Supplemental cash flow information:

Cash paid for incomes taxes. . . . . . . . . . . . . .  $     45,154   $   279,930
                                                        =============  ============

Cash paid for interest . . . . . . . . . . . . . . . .  $    820,911   $ 1,436,950
                                                        =============  ============
</TABLE>

        The accompanying notes are an integral part of these statements.


                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------

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

        FOR THE PERIOD OF THREE  MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
        -----------------------------------------------------------------
                              (Stated in US Dollars)
                                   (UNAUDITED)


                                                       1999           1998
                                                   -------------  ------------
CASH FLOW FROM OPERATING ACTIVITIES
-------------------------------------------------
<S>                                                <C>            <C>
Net income (loss) . . . . . . . . . . . . . . . .  $ (1,162,522)  $   452,210
                                                   -------------  ------------


Adjustments to reconcile net income to net cash:
       Amortization of intangibles assets . . . .             -       105,513
Depreciation of fixed assets. . . . . . . . . . .        61,849        53,612
Amortization of goodwill. . . . . . . . . . . . .        13,118             -
Minority interest in earnings of subsidiary . . .        (8,288)            -
Changes in assets and liabilities:
Accounts receivables. . . . . . . . . . . . . . .    (9,222,685)      469,452
Other receivables . . . . . . . . . . . . . . . .      (899,220)    1,839,160
Inventories . . . . . . . . . . . . . . . . . . .             -       101,200
Deferred taxes. . . . . . . . . . . . . . . . . .             -      (198,560)
Accounts payable. . . . . . . . . . . . . . . . .    (3,219,211)   (1,286,233)
Accrued payroll and related expenses. . . . . . .        98,211      (302,049)
Taxes payable . . . . . . . . . . . . . . . . . .      (114,714)     (141,687)
Advances of customers . . . . . . . . . . . . . .        37,399       823,473
Other liabilities . . . . . . . . . . . . . . . .      (199,428)      149,489
                                                   -------------  ------------

                                                    (13,452,969)    1,613,370
                                                   -------------  ------------

INVESTING ACTIVITIES
-------------------------------------------------

Purchase of fixed assets. . . . . . . . . . . . .       (95,141)     (195,077)
Proceeds of sale of fixed assets. . . . . . . . .        47,899             -
                                                   -------------  ------------

                                                        (47,242)     (195,077)
                                                   -------------  ------------

FINANCING ACTIVITIES
-------------------------------------------------

Net borrowings (repayments) of short term debt. .      (334,697)     (624,266)
Borrowings under long term debt . . . . . . . . .     1,180,125       279,232
Repayments - long term debt . . . . . . . . . . .      (398,421)     (578,402)
Letters of Credit . . . . . . . . . . . . . . . .    14,009,306             -
Issuance of common stock. . . . . . . . . . . . .       210,229             -
                                                   -------------  ------------

Net cash provided (used in) financing activities.    14,666,542      (923,436)
                                                   -------------  ------------


NET INCREASE (DECREASE) IN CASH . . . . . . . . .           809       947,067
-------------------------------------------------

CASH AT THE BEGINNING OF THE PERIOD . . . . . . .        70,901        78,171
-------------------------------------------------  -------------  ------------

CASH AT THE END OF THE PERIOD . . . . . . . . . .  $     71,710   $ 1,025,238
-------------------------------------------------  =============  ============

Supplemental cash flow information:

Cash paid for incomes taxes . . . . . . . . . . .  $      2,191   $   107,449
                                                   =============  ============

Cash paid for interest. . . . . . . . . . . . . .  $    398,421   $   498,114
                                                   =============  ============
</TABLE>

        The accompanying notes are an integral part of these statements.


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

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

         FOR THE PERIOD OF NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
         ---------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)

1.     Petition  for  reorganization
       -----------------------------

On  August  12, 1999, the Board of Directors of Centenary S.A. of Argentina, the
principal  subsidiary  of  Centenary  International  Corp., filed a petition for
reorganization.

Centenary  S.A. filed this petition under the Argentine "concurso de acreedores"
(creditor  s  committee  law).  The  purpose  of  this law is to preserve viable
business  organizations suffering financial difficulties. The "concurso" process
allows a debtor to issue a formal summons to its creditors and propose a plan to
restructure  its  short  and  long-term debt. Until the plan is submitted to and
approved  by  the creditors, no individual creditor can demand settlement of its
credit  and no interest charges can be accrued  on  unsecured debt. During  this
period the  directors  and  officers  of  the  debtor  continue  to  manage  its
business  normally.

In  response  to this filing the Company has reflected its liabilities under the
captions,  "Pre-petition  and  Post-petition  Liabilities"  to distinguish those
liabilities  incurred  prior  to  the  petition  from  those  incurred after the
petition  was  filed.

Centenary S.A. expects to submit a plan to its creditors in the first quarter of
2000.

Centenary  s  ability  to  continue  as a going concern will be dependent on the
development  of  a  viable  plan  with  its  creditors.


2.     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 and nine months, ended September 30, 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.


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

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

         FOR THE PERIOD OF NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
         ---------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)


3.     Earnings  per  share

Basic  earnings  per  share  is  computed by dividing net income by the weighted
average  shares  outstanding  of 19,023,507 and 18,963,500 at September 30, 1999
and  1998  respectively.

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


4.     Acquisition  of  Platafreight  S.A.  and  Pisondix  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,  at  the  time  of  purchase.
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  is  being  amortized over 20 years.

On  July  9,  1999  Centenary  International  Corp.  acquired a Panamanian shell
corporation Pisondix for $ 10,000. Pisondix holds an option to purchase two bulk
carrier  vessels  of  27,000  M.T.  of DWT for a price of $ 13,500,000 each. The
vessels  are  presently  under  construction.  The  first  one will be ready for
launching on February, 2000; and the second one will be completed by June, 2001.
This option can be exercised by depositing 5% of the total purchase price of the
vessels on December 15, 1999. The historic value for  newly constructed  vessels
of  this  kind  in  the  international  market  is  between  $ 15,000,000  and
$ 22,000,000  each.


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

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

         FOR THE PERIOD OF NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
         ---------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)


5.     Other  receivables
       ------------------

<TABLE>
<CAPTION>
                                     September 30,  December 31,
                                         1999           1998
                                     -------------  ------------
<S>                                  <C>            <C>
Related party (note 9). . . . . . .  $   5,853,574  $  1,790,859
Receivables from sale of trademark.      1,530,000     1,530,000
Refundable tax credits. . . . . . .      1,321,501     1,251,148
Other receivables . . . . . . . . .        540,138       279,375
Receivable, Sale of Marigold Plant.        212,284       271,000
Advances to directors . . . . . . .        145,033       142,233
Receivable, Platafreight S. A.. . .              -       291,986
Notes receivable. . . . . . . . . .              -        23,556
                                     -------------  ------------

                                     $   9,602,530  $  5,580,157
                                     =============  ============
</TABLE>


6.     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  June  30,  2000  and  2001.  The  note  is
collateralized  by  2,000,000  shares  of  stock  in  the  Company.


7.     Debt
       ----

As  described  in  note 1, the due dates for loan repayments which have been set
prior  to  the  creditors'  meeting filing (concurso) are being stayed until the
company  makes  a  payment proposal, which includes new amounts and payment time
periods  to  be  submitted  at  the  creditors' meeting and gets the approval of
creditors  at  said  meeting and ratification on the part of the judge acting on
the  matter.

<TABLE>
<CAPTION>
                       September 30,   December 31,
                            1999           1998
                       --------------  -------------
<S>                    <C>             <C>
Letters of credit . .      14,009,306              -
Bank loans. . . . . .      11,910,267      8,024,213
Vendor loans. . . . .       5,913,065      5,909,432
Bank notes. . . . . .         685,686              -
Office purchase loans         380,191        536,463
Bank overdraft. . . .          81,365        315,677
                       --------------  -------------

                       $   32,979,880  $  14,785,785
                       ==============  =============
</TABLE>


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

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

         FOR THE PERIOD OF NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
         ---------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)


The Company holds several letters of credit drawn on various banks in the amount
of  $  14,009,306  earned  through  export  operations,  which  mature  between
September  1999  and  May  2000.

The  Company  has  a  bank  loan  of $ 970,659 for the financing of exports. The
interest  rate  is LIBOR (London Interbank Offered Rate) (5.97% at September 30,
1999)  plus  3%.

The Company has a bank loan of $ 2,709,830 for prefinancing of exports. The loan
is  collateralized  by  the ranch. The interest rate was LIBOR (London Interbank
Offered  Rate)  (5.97%  at  September  30,  1999)  plus  2%.

The  Company  has bank loans of $ 5,103,195 for the prefinancing of exports. The
loans  are  collateralized  by  the  ranch.  One  loan  requires  repayment of $
3,051,144  and  the interest rate is 14%. The other loan requires repayment of $
2,052,051  and the interest rate is LIBOR (London Interbank Offered Rate) (5.97%
at  September  30,  1999)  plus  2%.

The Company also has a bank loan of $ 3,126,583 for financing the development of
the  olive  grove. The loan is collateralized by the ranch. The interest rate is
LIBOR  (London  Interbank Offered Rate) (5.97% at September 30, 1999) plus 4.5%.

The Company has a vendor loan of $ 5,913,065 for commodities purchases. The loan
is  collateralized  by  the  ranch.  The  interest  rate  is  12%.

The  Company has bank notes of $ 685,686 for prefinancing of exports. One of the
notes requires repayments of $ 522,500 -the discount fee totaling $ 22,500-. The
other  notes  require  repayments  of  $163,186  with  an  interest rate of 12%.

The  Company  has  an  office purchase loan of $ 380,191 for the purchase of the
administrative  office.  The  loan is collateralized by the office. The interest
rate  is  10%.


                                       F-9
<PAGE>

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

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

         FOR THE PERIOD OF NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
         ---------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)


8.     Common  stock
       -------------

During  the  current  period,  the Company raised $ 214,890 through issuances of
242,700  shares  of  common  stock.
The  Company  raised  $ 150,000 through a private placement of common stock at $
1.00  per  share, which was approved by the Board of  Directors on June 22, 1999
and  the  shares  were  issued  June  28,  1999.
The Company raised  $ 64,890 through a private placement of common stock at $ .7
per  share.  This  transaction was approved by the Board of  Directors on August
26,  1999  and  the  shares  were  issued  September  7,1999.
On  September 30, under the terms of an employment agreement, the Company issued
150,000  shares  at  a  market  value  of  $ .969 per share to an officer of the
Company.  Compensation  expense  in  the amount of $ 145,350 as a result of this
issuance  is  included  in  administrative  expenses.


9.     Related  party  transactions
       ----------------------------

Other  receivables  include amounts due from affiliated companies of $ 5,853,574
and  $  693,478  in  1999  and  1998  respectively.

The  Company  purchased $ 2,123,139 and $ 19,545,139 of products and $ 1,790,570
and  $ 4,971,995 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 $ 3,157,907 during 1999 and $ 210,540  during
1998.


10.     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 assigned $ 95,057 of retained earnings as a
general  reserve.

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


                                      F-10
<PAGE>
                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------

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

         FOR THE PERIOD OF NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
         ---------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)

11.     Income  taxes
        -------------

     The  components  of  income  tax  expense  are  as  follows:

<TABLE>
<CAPTION>
                       Nine months ended September 30,
                       -------------------------------
                                1999      1998
                             ----------  -------
<S>                          <C>         <C>
Current
Federal . . . . . . . . . .  $ (64,443)  $15,040
State and local . . . . . .          -         -
                             ----------  -------

Total income taxes current.    (64,443)   15,040

Deferred tax benefit. . . .    (40,071)   62,197
                             ----------  -------

Income taxes (benefit). . .  $(104,514)  $77,237
                             ==========  =======
</TABLE>

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

<TABLE>
<CAPTION>
                                                    Nine months ended September 30,
                                                           1999      1998
                                                          -------  --------
<S>                                                       <C>      <C>
Taxes / (benefit) at statutory rate. . . . . . . . . . .  (35  %)     33  %

Non deductible allowance for doubtful accounts . . . . .     0.9%         -

Non deductible board remuneration. . . . . . . . . . . .    4.8 %         -

Profit of Platafreight and Centenary International Corp.   22.9 %         -

Amortization of intangible assets. . . . . . . . . . . .       -      8.2 %

Other deductions . . . . . . . . . . . . . . . . . . . .  (4.6 %)  (34.9 %)
                                                          -------  --------

                                                          (11  %)     6.3 %
                                                          =======  ========
</TABLE>

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

<TABLE>
<CAPTION>
                                  September 30,   December, 31,
                                       1999            1998
<S>                               <C>             <C>
Deferred tax assets due to:

Allowance for doubtful accounts.  $      137,154  $      102,153
Provision for severance payments           5,070               -
                                  --------------  --------------

                                  $      142,224  $      102,153
                                  ==============  ==============
</TABLE>


                                      F-11
<PAGE>
                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------

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

         FOR THE PERIOD OF NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
         ---------------------------------------------------------------
                             (stated in US Dollars)
                                   (UNAUDITED)


12.     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>
                              Nine months ended September 30,
                              -------------------------------
                                     1999         1998
                                  -----------  -----------
<S>                               <C>          <C>
Middle East. . . . . . . . . . .  $17,477,897  $12,439,968
South American Pacific . . . . .   17,206,818   38,847,788
Caribbean. . . . . . . . . . . .    9,069,069   30,561,932
Mercosur . . . . . . . . . . . .      945,603    2,050,412
Russia and ex - Soviet Countries      275,118   10,291,249
Africa . . . . . . . . . . . . .      229,058    2,053,009
Mediterranean. . . . . . . . . .      106,970            -
China and Far East . . . . . . .            -    3,060,000
                                  -----------  -----------

                                  $45,310,533  $99,304,358
                                  ===========  ===========
</TABLE>

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


                                      F-12
<PAGE>
ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

     The  following  Management  Discussion, Analysis of Financial Condition and
Results  of  Operations  are  qualified  by  reference to, and should be read in
conjunction  with  the  Company's Consolidated Financial Statements (unaudited )
and  the  Notes  thereto  as forth set beginning on page F-1, and in the audited
consolidated  Financial Statements, Management Discussion, Analysis of Financial
Condition  and  Results  of Operations contained in the Company's 10-KSB for the
year  ended  December  31,  1998.

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  that  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
examination  of  historical  operating  trends,  data contained in the Company's
records  and  other  data available from third parties.  But no assurance can be
made 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.


                                        2
<PAGE>
     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  regulations.  The  Company  has  no
obligation  to  update or revise any forward-looking statement to reflect future
events.

RESULTS  OF  OPERATIONS

General.  The following 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
                                           September 30,
                                          1999       1998
<S>                                     <C>        <C>
Net Sales. . . . . . . . . . . . . . .    100.0 %  100.0  %
Cost of goods sold . . . . . . . . . .     63.1 %   74.3  %
                                        ---------  --------
Gross profit . . . . . . . . . . . . .     36.9 %   25.7  %
Selling expenses . . . . . . . . . . .     66.6 %   20.2  %
Administrative expenses. . . . . . . .     66.1 %    5.4  %
                                        ---------  --------
Operating income (loss). . . . . . . .  (95.8  %)    0.1  %
Other Income (Expense), Net. . . . . .     3.6  %    0.4  %
Interest expense . . . . . . . . . . .    27.3  %    0.3  %
                                        ---------  --------
Income (loss) before income taxes and
minority interests . . . . . . . . . .  (119.5 %)     0.2 %
Income taxes (benefit) . . . . . . . .   (32.4 %)   (1.8 %)
Minority interest in subsidiary. . . .      0.6 %      -  %
                                        ---------  --------
Net income (loss). . . . . . . . . . .  (86.5  %)     2.0 %
</TABLE>

<TABLE>
<CAPTION>
                                        NINE  MONTHS  ENDED
                                          September  30,
                                          1999       1998
<S>                                     <C>        <C>
Net Sales. . . . . . . . . . . . . . .     100.0%    100.0%
Cost of goods sold . . . . . . . . . .      77.5%     79.4%
                                        ---------  --------
Gross profit . . . . . . . . . . . . .      22.5%     20.6%
Selling expenses . . . . . . . . . . .      18.7%     14.9%
Administrative expenses. . . . . . . .       4.9%      3.3%
                                        ---------  --------
Operating income (loss). . . . . . . .     (1.1%)      2.4%
Other Income (Expense), Net. . . . . .       1.6%    (0.2%)
Interest expense . . . . . . . . . . .       2.6%      1.0%
                                        ---------  --------
Income (loss) before income taxes and
minority interests . . . . . . . . . .     (2.1%)      1.2%
Income taxes (benefit) . . . . . . . .     (0.2%)      0.1%
Minority interest in subsidiary. . . .       0.0%      0.0%
                                        ---------  --------
Net income (loss). . . . . . . . . . .     (1.9%)      1.1%
</TABLE>


                                        3
<PAGE>
The  following  table  sets  forth-sales  revenues by region for the nine months
ended  September  30,  1999  and  1998:

<TABLE>
<CAPTION>
                                    NINE MONTHS ENDED
                                      September 30,
                                    1999         1998
                                  (STATED IN US DOLLARS)
                                 Geographical Information
                                 -----------  -----------
<S>                              <C>          <C>
Middle East . . . . . . . . . .  $17,477,897  $12,439,968
South American Pacific. . . . .   17,206,818   38,847,788
Caribbean . . . . . . . . . . .    9,069,069   30,561,932
Mercosur. . . . . . . . . . . .      945,603    2,050,412
Russia & ex - Soviet Countries.      275,118   10,291,249
Africa. . . . . . . . . . . . .      229,058    2,053,009
Mediterranean . . . . . . . . .      106,970            -
China and Far East. . . . . . .            -    3,060,000
                                 -----------  -----------
                                 $45,310,533  $99,304,358
</TABLE>

The  Three  Months  Ended  September 30, 1999 Compared to the Three Months Ended
September  30,  1998:

     Revenues:  -  Net  revenues  decreased  94.2  %  from $ 23.4 million in the
three  months  ended  September  30, 1998 to $ 1.3   million in the three months
ended  September  30,  1999.  During  the three months ended September 30, 1999,
the  Company  shipped  41,770  metric  tons  of  food  commodities  compared  to
179,806  metric  tons  in  the  three  months  ended  September  30,  1998.  The
decrease  in  sales  was  attributable primarily to the lack of working capital,
which  limited the Company  to trading  on letters of credit rather than on cash
against  documents  or  clean  credit and the uncompetitive  prices of Argentine
products  during  the  last  three  months.

     Cost  of  sales: - The cost of sales decreased from $  17.4  million in the
three  months  ended  September  30,  1998 to $  .9  million in the three months
ended  September  30,  1999  due  to  the  decrease  in  sales.  The  cost  of
sales as a percentage of revenues  decreased in 1999 due to mix of products sold
in  1999  in  comparison to 1998.  The cost of sales  was  63.1 % for  the three
months  ended  September  30,  1999  and  74.3  %  for  the  three months  ended
September  30,  1998.


                                        4
<PAGE>
     Selling  expenses:  -  Selling  expenses  decreased  from $ 4.7  million in
the  three months ended September 30, 1998 to  $  .9 million in the three months
ended  September  30,  1999.  As  a  percentage  of  revenues,  selling expenses
increased  from  20.2 % in the  three  months ended September 30, 1998 to 66.6 %
in the three months ended September 30, 1999.  Selling  expenses include freight
charges, importation fees, bank charges and sales commissions.  Selling expenses
in  the  three months ended September 30, 1999 increased  primarily  because  of
an  increase  of  the  sales  with  importation  fees included. Freight  charges
declined  due  to  a  global  decrease  in  freight  charges.

     Administrative  expenses:  -  Administrative expenses decreased $362,692 in
the  three  months  ended  September 30, 1999 compared to the three months ended
September  30, 1998.  As  a percent  of sales, administrative expenses increased
from  5.4  % in the three  months  ended  September  30, 1998 to 66.1 % in three
months  ended  September  30,  1999  primarily  because  of  a  decrease  in the
amortization  of  the  trademark  which  was  sold  during  1998  and  other
nonrecurring  expenses.


                                        5
<PAGE>
     Interest  expense:  -  Interest  expense  increased  $  291,645   in  the
three  months  ended  September  30,  1999  compared  to  the three months ended
September  30,  1998. The increase in interest expense was attributable to the $
10.5  million  increase  in  debt.

     Other  Income.  Other income in 1999 was attributable primarily to the sale
of  the  breeding  livestock  and  services  performed  by  Platafreight.

     Income  taxes:  -  Income  taxes  decreased  in  the  three  months  ended
September  30,  1999  compared  to  the  same  period in 1998 due primarily to a
decrease  in  1999  income.

The  Nine  Months  Ended  September  30,  1999 Compared to the Nine Months Ended
September  30,  1998:

     Revenues:  -  Net  revenues  decreased  54.4  % from $ 99.3  million in the
nine  months  ended  September  30,  1998  to  $  45.3   million  in  the  nine
months  ended  September 30, 1999. During  the  nine  months ended September 30,
1999,  the  Company  shipped 340,640 metric tons of food commodities compared to
536,003 metric tons in the nine months ended September  30,  1998.  The decrease
in  sales  was  attributable primarily to the impact  of lower commodity prices,
and  lack  of  working  capital.

     Cost  of  sales:  -  The  cost  of sales decreased from $  78.8  million in
the  nine  months ended September 30, 1998 to $  35.1 million in the nine months
ended September 30, 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.  The  cost  of  sales  was  77.5 % for the nine months ended September 30,
1999  and  79.4  %  for  the  nine  months  ended  September  30,  1998.

     Selling  expenses: - Selling expenses decreased from $  14.8 million in the
nine  months  ended  September  30,  1998  to  $  8.5 million in the nine months
ended September 30, 1999.  As  a percent of revenues, selling expenses increased
from  14.9  %  in the nine months ended September 30, 1998 to 18.7 % in the nine
months  ended  September  30, 1999. Selling expenses  include  freight  charges,
importation  fees,  bank  charges  and sales commissions.  Selling  expenses  in
the  nine  months  ended  September  30, 1999 decreased primarily  because  of a
decrease  of  sales  of  cargo.   Freight  charges  declined  due  to  a  global
decrease.

     Administrative  expenses:  -  Administrative  expenses  decreased $ 993,841
in  the  nine  months  ended  September  30,  1999  compared  to the nine months
ended  September  30,  1998.  As  a percentage of sales, administrative expenses
increased  from  3.3 % in the  nine  months ended September 30, 1998 to 4.9 % in
nine  months  ended  September  30,  1999.


                                        6
<PAGE>
     Interest  expense:  -  Interest  expense increased $  158,526   in the nine
months  ended  September  30,  1999  compared  to  the  nine  months  ended
September  30, 1998.  The increase  in  interest  expense  was  attributable  to
the  increase  in  the  debt.

     Other  Income.  Other income in 1999 was attributable primarily to the sale
of  the  breeding  livestock  and  services  performed  by  Platafreight.

     Income  taxes:-  Income  taxes decreased in the nine months ended September
30, 1999 compared  to  the  same  period  in  1998 due primarily to the decrease
in  1999  income.

Liquidity  and  Capital  Resources

       Operating  activities  consumed  $  14.3  in  the  nine  months  ended
September  30,  1999  in  comparison  to $  4.0 million in the nine months ended
September  30,  1998.  The  increase  in cash  used  in  the  nine  months ended
September  30,  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  $  4.0  million,  a  decrease  in  accounts payable and accrued
expenses  of  $  4.3  million,  and  an increase in accounts receivable of  $ 13
million.  The  increase in accounts receivable was related to the $ 14.0 million
in letters of credit opened prior to the petition, which was partially offset by
a  decrease in accounts receivable of $ 1.0 million. The above mentioned letters
of  credit were drawn prior to the petition and are due after the petition date.

       Due  to  the  petition  the  Company  is required to record approximately
$14.0 million of accounts  receivable  and  payables  related  to  trades  under
letters  of  credit.

       Investing  activities  utilized  $  3.4  million in the nine months ended
September  30, 1999  and  provided  $ 563,622 in the nine months ended September
30,  1998.  During  the nine  months  ended  September  30,  1999,  the  Company
used  $  2  million  for  a  note  receivable from a related party.  The Company
expended  $  1.1  million for the purchase  of Platafreight S. A., a sea freight
company.  The  company  also  purchased  0.5  million  of  fixed  assets.

 Financing  activities  provided  $  18.6  million  in  the  nine  months  ended
September  30,  1999  and  utilized  $  3.3  million  in  the  nine months ended
September  30,  1998.  In  the  nine  months  ended September 30, 1999, cash was
provided  by  14  million  in  letters of credit an additional $  3.4 million of
short-term  debt,  and  $ 1.9 million of long-term debt.  During the nine months
ended  September  30,  1999,  the  Company  used  $  1.1  million  for repayment
of  long-term  debt.  During  the  nine  months  ended  September  30, 1998, the
Company  repaid  $  4.2  million  of  short  term  debt.  In  the  nine  months
ended  September  30, 1999, the capital was increased  by  $  214,890 through  a
242,700  shares  issuance.

     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.

     During  the nine months  ended  September  30,  1999, the Company raised  $
214,890  through  an  issuance  of  242,700  shares of common stock. The Company
raised  $  150,000   through  a private  placement  of  common stock at $1.0 per
share,  which  was  approved  by  the  Board  of Directors on June 22, 1999. The
Company  raised $ 64,890 through a private placement of common stock at $ .7 per
share,  this  transaction  was  approved by the Board of Directors on August 26,
1999.

     In  August  1999,  the company sought financial relief by filing a petition
for  reorganization  in Argentina (see Legal Proceeding).  The due dates for the
loan  repayment  which  has been granteed prior to the creditors' meeting filing
(concurso)  are  being  interrupted  until the company makes a payment proposal,
which  includes new amounts and payment time periods to submit to the creditors'
meeting  and gets the approval of the creditors at said meeting and the approval
of  the  judge  acting  on  the  matter.


                                        7
<PAGE>
     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.

     Until  the  Company  achieves  its  goal  of  increasing  its  capital, and
improving  its  profitability, international trading activities will be  limited
to  the  high  return  niches  only.  With  the  same  aim  we  will enhance the
manufacturing  of  food  products  and export activities that, in spite of being
highly  profitable,  require  less  working  capital  than  international
trading.

      On  July  9,  1999  Centenary  International  Corp.  acquired a Panamanian
shell  Corporation  which  holds  a purchase option  for  two 27,000 MT DWT bulk
carrier  vessels,  presently  under  construction  in  argentine  shipyard, at a
price  of  $13.5 million each.  The first  one  will  be  ready for launching on
February, 2000; and the second  one will  be completed  by September 2001.  This
option  can  be exercised by depositing 5% of  the  total  value  of the vessels
on  December  15,  1999.  The historic  value for  vessels of  this  kind in the
international  market  is  between  $15.0  and  $22.0  million  each.

Inflation:

     The  Company operates in certain countries that have experienced high rates
of  inflation  and  hyper-inflation  in  the  past.  However,  the  Company's
transactions  are  denominated  in U.S. Dollars.  Therefore, local 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  Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year.  Any of the Company's
computer  programs  that have time sensitive software may recognize a date using
"00"  as the year 1900 rather than the year 2000.  This could result in a system
failure  or  miscalculation  causing  disruption  of  business  activities.

     Based  on  ongoing  assessments,  the  Company believes that no significant
modifications  of  existing  computer  software  will  be required.  The Company
believes  that its computer systems will function properly with respect to dates
in  the  year 2000 and thereafter.  The Company also believes that costs related
to  the Year 2000 issue have not and will not be significant and will not exceed
$10,000.

     The  Company  has assessed its relationships with significant suppliers and
major  customers  to  determine the extent to which the Company is vulnerable to
any  third party's failure to remedy their own Year 2000 issues.  Based on these
assessments,  management  believes that significant exposure does not exist with
respect  to  third  parties.  Management  is  developing  a  contingency plan to
address  potential  Year  2000  problems  that  could arise.  This plan includes
identification  of  alternatives to mitigate the possibility of interruptions in
business  operations.

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 September 30, 1999, the Company had $
7.7  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  $77,000  on  an  annual  basis.  However, in
August,  1999,  the  Company sought financial relief  by  filing  a petition for
reorganization  in  Argentina.  See  Legal  Proceedings.


                                        8
<PAGE>
     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 receivable, 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.


                                        9
<PAGE>
                                     PART II

                                OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS


     The  Board  of  Directors  of  Centenary  S.A.  of Argentina, the principal
subsidiary  of  Centenary  International  Corp.,  elected  on August 12, 1999 to
seek  financial  relief  by  filing  a petition for reorganization in Argentina.
The  petition  in  the  Court of Salta (Juz . Ira Instancia Civil y Comercial de
Sexta  Nominacion)   was  approved  on  October  6, 1999.

     Centenary  S.A.  is  filing  this petition under the Argentine "concurso de
accreedores" (creditor's committee) law.  The purpose of this law is to preserve
viable  business organizations suffering financial difficulties.  The "concurso"
process  allows  a debtor to issue a formal summons to its creditors and propose
a plan to restructure its short and long-term debt.  Until the plan is submitted
to  and  approved by the creditors, no individual creditor can demand settlement
of its credit, and no interest charges can be accrued on unsecured debt.  During
this time, the directors  and  officers of the  debtor  continue  to  manage its
business  normally.

     Centenary  S.A.  expects  to  submit  a  plan  allowing  it  to  honor  its
liabilities  by  extending  the  repayment  schedules of its loans.  The Company
expects  to  submit  the  plan  to  its  creditors  around  April  2000 and this
plan  would  be  approved  during  July  2000.


ITEM  2.     CHANGES  IN  SECURITIES

     During  the  current period, the Company raised $ 214,890 through issuances
of  242,700  shares  of  common  stock.  The Company raised  $ 150,000 through a
private placement of common stock at $ 1.00 per share, which was approved by the
Board  of  Directors  on June 22, 1999 and the shares were issued June 28, 1999.
The Company raised  $ 64,890 through a private placement of common stock at $ .7
per  share.  This  transaction was approved by the Board of  Directors on August
26,  1999  and  the shares were issued September 7,1999.  On September 30, under
the  terms  of  an  employment agreement, the Company issued 150,000 shares at a
market  value  of  $  .969  per share to an officer of the Company. Compensation
expense  in  the  amount  of  $  145,350.

     This transaction was effectuated by the Company in reliance upon exemptions
from  registration  under  the  Securities Act of 1933 as amended (the "Act") as
provided  in  Section  4(2)  thereof.  Each  certificate issued for unregistered
securities  contained  a  legend  stating  that  the  securities  have  not been
registered  under  the  Act  and  setting  forth  the  restrictions  on  the
transferability and the sale of the securities.  No underwriter participated in,
nor did the Company pay any commissions or fees to any underwriter in connection
with  any  of  these  transactions.  None  of the transactions involved a public
offering.  The Company believes that this purchaser had knowledge and experience
in  financial  and  business matters which allowed it to evaluate the merits and
risk  of  the purchase of these securities of the Company.  The Company believes
that  this  purchaser  was  knowledgeable  about  the  Company's  operations and
financial  condition.


                                       10
<PAGE>
ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

     27.1     Financial Data Schedule for the quarter ended September 30, 1998.
     27.2     Financial Data Schedule for the quarter ended September 30, 1999.

(b)     Reports  on  Form  8-K

     The Company filed a report on Form 8-K dated August 12, 1999 reporting Item
3.  Bankruptcy  or  Receivership  and  Item  5.  Other  Events.


                                       11
<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 on Form 10-Q
to  be  signed  on  its  behalf  by  the undersigned, thereunto duly authorized.


                                   CENTENARY  INTERNATIONAL  CORP.


November 22,  1999                       By:  /s/  Hector  A. Patron Costas
                                              ----------------------------------
                                              Hector  A.  Patron  Costas
                                              Director,  Chairman,  Secretary,
                                              and  Chief  Financial  Officer


                                       12
<PAGE>