UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A (Amendment No.
1)




x Annual Report Pursuant
to Section 13 or 15(d) of the Securities Exchange Act


of 1934
For the Fiscal Year Ended December 31, 2009





Commission
File Number: 0-23851





CENTENARY
INTERNATIONAL CORPORATION


(Exact
name of registrant as specified in its charter)





Nevada
                
                90-0294913(State
      or other jurisdiction ofincorporation or organization)
                
                (I.R.S.
      Employer
                  Identification
      No.)





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


(Address
of principal executive
offices)               (Zip
code)





(5411)
4328-3996


(Registrant’s
telephone number, including area code)





Securities
registered under Section 12(b) of the Act:





None
                (Title
      of each class)
              N/A
                (Name
      of Exchange on which
registered)





Securities
registered pursuant to Section 12(g) of the Act:




Common Stock, $0.001 par
value


(Title of
Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  ̈   No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes  ̈   No
x





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
past 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 checkmark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Registration S-T (§232.405 of this
chapter) during the preceding 12 months (or for shorter period that the required
to submit and post such files).


Yes oNo  ̈


Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x





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 Act).


Yes x   No
 ̈





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  $0 based on the fact that there is no current market for the
registrant’s common stock.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  The Registrant had 576,682
shares of common stock, $0.001 par value, outstanding as of March 4,
2010.





DOCUMENTS
INCORPORATED BY REFERENCE





List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated:  (1) Any annual report to security  holders;
(2) Any proxy or information statement; and (3) Any prospectus filed pursuant to
Rule 424(b) or (c) under the Securities Act of 1933.  The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24,
1980).  None




EXPLANATORY
NOTE




The
Company's December 31, 2009 Form 10-K Annual Report was mistakenly filed by the
Company's edgar filing agent on March 26, 2010 due to a misunderstanding, prior
to completion of the audit of the Company's financial statements. The audit has
since been completed. As a result of the audit, the following revisions were
made to the Company's financial statements: (1) increases in interest expense of
$3,157 and $805 were made for the years ended December 31, 2009 and 2008,
respectively; and (2) a reclassification from other income to additional paid in
capital was made relating to $2,918 in forgiveness of related party debt. The
audit report has now been included in the Form 10-K/A.







TABLE OF
CONTENTS





Page No.PART
      IItem
      1.
                  Business
                  3Item
      1A.
                  Risk
      Factors
                  8Item
      1B.
                  Unresolved
      Staff Comments
                  10Item
      2.
                  Properties
                  10Item
      3.
                  Legal
      Proceedings
                  10Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  10PART
      IIItem
      5.
                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                  11Item
      6.
                  Selected
      Financial Data
                  12Item
      7.
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  13Item
      7A.
                  Quantitative
      and Qualitative Disclosures about Market Risk
                  18Item
      8.
                  Financial
      Statements and Supplementary Data
                  18Item
      9.
                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                  31Item
      9A.
                  Controls
      and Procedures
                  31Item
      9B.
                  Other
      Information
                  32PART
      IIIItem
      10.
                  Directors,
      Executive Officers and Corporate Governance
                  32Item
      11.
                  Executive
      Compensation
                  34Item
      12.
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  36Item
      13.
                  Certain
      Relationships and Related Transactions, and Director
      Independence
                  38Item
      14.
                  Principal
      Accounting Fees and Services
                  40Item
      15.
                  Exhibits,
      Financial Statement Schedules
                  41






2




PART
I





Note
Regarding Forward Looking Statements





This
Annual Report on Form 10-K includes statements that may constitute
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 26A of the Securities Act of 1933,
as amended. The Company would like to caution readers regarding certain
forward-looking statements in this document and in all of its communications to
shareholders and others. Statements that are based on management’s projections,
estimates and assumptions are forward-looking statements. The words believe,
expect, anticipate, intend and similar expressions generally identify
forward-looking statements. While the Company believes in the veracity of all
statements made herein, forward-looking statements are necessarily based upon a
number of estimates, and assumptions that, while considered reasonable by the
Company, are inherently subject to significant business, economic and
competitive uncertainties and contingencies and known and unknown risks. Many of
the uncertainties and contingencies can affect events and the Company’s actual
results and could cause its actual results to differ materially from this
expressed in any forward-looking statements made by, or on behalf, of the
Company.





ITEM
      1.
            BUSINESS





Business
Development





Company
History and Business





Centenary
International Corporation, a Nevada corporation (the "Company" or “Centenary
International Corporation”), 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 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 and necessary funds will most likely be provided by our officers and
directors in the immediate future. 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.




Until such time as we acquire another
business or company, we do not intend to use any employees with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will likely be used only if they can be obtained for
minimal cost or on a deferred payment basis. Management is confident that it
will be able to operate in this matter and to continue its search for business
opportunities during the next twelve months. As of the date hereof, we have not
made any arrangements or definitive agreements to use outside advisors or
consultants.




3




Search
for Other Possible Acquisitions





Management
plans to investigate, research, and, if justified, potentially acquire or merge
with one or more businesses or business opportunities. Management will have
broad discretion in its search for and negotiations with any potential business
or business opportunity. Further, there can be 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.





Focus
on Energy Business





The
control of Centenary International Corp. changed in November 2006. At that time,
the Company decided to change its focus to identify and obtain projects related
to the energy industry, particularly in South America. These projects can be
acquired by direct investment, or by means of total or partial acquisition of an
existing business or company.





The
Company ́s mission is now to develop an energy business, mainly focusing in oil
and gas exploration and production, while achieving the increase in the
projects’ market value and maximizing our stockholders’ benefits.





Likewise,
we intend that our businesses will be transparent and our reserve certification
policies will be strict to ensure the best information possible for those who
invest in our future projects.





We
believe that the exploration, evaluation and development of any reserves that
the Company discovers, will be the key to success for the future and growth of
the Company.





We also
consider that the mature oil fields in South America provide an important
challenge. Therefore we intend to consider the possibility of strategically
working in partnership within certain stages, with the purpose of reducing costs
and risks.





To
fulfill our mission, our corporate principles consist of looking after the
health and safety of our personnel while involved in operations, taking care of
the environment, and development of projects within a framework of social
responsibility.





We intend
to publicly announce any project as we acquire an interest therein, and include
an estimate of the project’s potential revenues at that time.





With the
purpose of achieving our mission, we intend to focus on the following
objectives:





ü
            To
      acquire areas with attractive conditions so as to develop processes of
      exploration and production, maximizing the Company’s
      profitability.


ü
            To
      establish a strict policy for the valuation and registration of the
      hydrocarbons reserves.


ü
            To
      implement high standards in health and safety for the personnel involved
      in our operations.


ü
            To
      assume a strong commitment as regards social responsibility with each
      sector involved (personnel, communities, etc.) wherever our Company
      develops its activities.


ü
            To
      protect the environment within our areas of operation, preventing
      pollution, making efficient use of energy and natural resources, reducing
      emissions, and avoiding waste.


ü
            To
      comply with the applicable laws and regulations in
  force.




4




Sources
of Business Opportunities





Management
intends to use various resources in its search for potential business
opportunities including, but not limited to, our officers and directors,
consultants, special advisors, securities broker-dealers, venture capitalists,
members of the financial community and others who may present management with
unsolicited proposals. Because of our lack of capital, we may not be able to
retain, on a fee basis, professional firms specializing in business acquisitions
and reorganizations. Rather, we will most likely have to rely on outside
sources, not otherwise associated with us, that will accept their compensation
only after we have finalized a successful acquisition or merger. To date, we
have not engaged or entered into any discussion, agreement or understanding with
a particular consultant regarding our search for business
opportunities.





If we
elect to engage an independent consultant, we will look only to consultants that
have experience in working with small companies in search of an appropriate
business opportunity. Also, the consultant must have experience in locating
viable merger and/or acquisition candidates and have a proven track record of
finalizing such business consolidations. Further, we would prefer to engage a
consultant that will provide services for only nominal up-front consideration
and is willing to be fully compensated only at the close of a business
consolidation.





We do not
intend to limit our search to any specific kind of industry or business. We may
investigate and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of its
corporate existence and development. Management cannot predict at this time the
status or nature of any venture in which we may participate. A potential venture
might need additional capital or merely desire to have its shares publicly
traded. The most likely scenario for a possible business arrangement would
involve the acquisition of or merger with an operating business that does not
need additional capital, but which merely desires to establish a public trading
market for its shares. Management believes that we could provide a potential
public vehicle for a private entity interested in becoming a publicly held
corporation without the time and expense typically associated with an initial
public offering.





Evaluation





Once we
identify a particular entity as a potential acquisition or merger candidate,
management will seek to determine whether acquisition or merger is warranted, or
whether further investigation is necessary. Such determination will generally be
based on management's knowledge and experience, or with the assistance of
outside advisors and consultants evaluating the preliminary information
available to them. Management may elect to engage outside independent
consultants to perform preliminary analysis of potential business opportunities.
However, because of our lack of capital we may not have the necessary funds for
a complete and exhaustive investigation of any particular
opportunity.





In
evaluating such potential business opportunities, we will consider, to the
extent relevant to the specific opportunity, several factors
including:





*
            potential
      benefits to us and our
shareholders;


*
            working
      capital;


*
            financial
      requirements and availability of additional
  financing;


*
            history
      of operation, if any;


*
            nature
      of present and expected
competition;


*
            quality
      and experience of management;


*
            need
      for further research, development or
  exploration;


*
            potential
      for growth and expansion;


*
            potential
      for profits; and


*
            other
      factors deemed relevant to the specific
  opportunity.





There are
certain unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity. There can be no assurance
following consummation of any acquisition or merger that the business venture
will develop into a going concern or, if the business is already operating, that
it will continue to operate successfully. Many potential business opportunities
available to us may involve new and untested products, processes or market
strategies which may not ultimately prove successful.




5




Form
of Potential Acquisition or Merger





We cannot
always predict the manner in which we might participate in a prospective
business opportunity. Each separate potential opportunity will be reviewed and,
upon the basis of that review, a suitable legal structure or method of
participation will be chosen. The particular manner in which we participate in a
specific business opportunity will depend upon the nature of that opportunity,
the respective needs and desires of our management and management of the
opportunity, and the relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an asset
purchase, lease, joint venture, license, partnership, stock purchase,
reorganization, merger or consolidation. We may act directly or indirectly
through an interest in a partnership, corporation, or other form of
organization, however, we do not intend to participate in an opportunity through
the purchase of a minority stock position.





Because
we have only a very limited amount of liquid assets and a limited operating
history, in the event we successfully acquire or merge with an operating
business opportunity, it is likely that our present shareholders will experience
substantial dilution. There may be a change in control of our company. The
owners of any business opportunity which we acquire or merge with will most
likely acquire control following such transaction. Management has not
established any guidelines as to the amount of control it will offer to
prospective business opportunities, but rather management will attempt to
negotiate the best possible agreement for the benefit of our
shareholders.





Presently,
management does not intend to borrow funds to compensate any person, consultant,
promoter or affiliate in relation to the consummation of a potential merger or
acquisition. However, if we engage any outside advisor or consultant in our
search for business opportunities, it may be necessary for us to attempt to
raise additional funds. As of the date hereof, we have not made any arrangements
or definitive agreements to use outside advisors or consultants or to raise any
capital. In the event we do need to raise capital, most likely the only method
available to us would be the private sale of our securities. These possible
private sales would most likely have to be to persons known by our directors or
to venture capitalists that would be willing to accept the risks associated with
investing in a company with no current operation. Because of our nature as 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. Management will attempt to acquire funds on the best available
terms. However, 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 reasonable or acceptable terms. Although not presently
anticipated, there is a remote possibility that we could sell securities to our
management or affiliates.





There
exists a possibility that the terms of any future acquisition or merger
transaction might include the sale of a portion or all of the shares held by our
principal stockholder to parties affiliated with or designated by the potential
business opportunity. Presently, management has no plans to seek or actively
negotiate such terms. However, if this situation does arise, management is
obligated to follow our Articles of Incorporation and all applicable corporate
laws in negotiating such an arrangement. Under this scenario of a possible sale
by our principal stockholder, it is unlikely that similar terms and conditions
would be offered to all other shareholders or that shareholders would be given
the opportunity to approve such a transaction.




6




In the
event of a successful acquisition or merger, a finder's fee, in the form of cash
or securities, may be paid to a person or persons instrumental in facilitating
the transaction. No criteria or limits have been established for the
determination of an appropriate finder's fee, although it is likely that any fee
will be based upon negotiations by us, the business opportunity and the finder.
Management cannot at this time make an estimate as to the type or amount of a
potential finder's fee that might be paid. It is unlikely that a finder's fee
will be paid to an affiliate because of the potential conflict of interest that
might result. If such a fee was paid to an affiliate, it would have to be in
such a manner so as not to compromise an affiliate's possible fiduciary duty to
us or to violate the doctrine of corporate opportunity. Further, in the unlikely
event a finder's fee was to be paid to an affiliate, we would most likely have
such an arrangement ratified by the shareholders in an appropriate
manner.





The Board
of Directors believes that it is possible that the Company may acquire or merge
with a business opportunity in which our principal stockholder and/or our
management has an interest.





Proposed
Acquisition




As disclosed in a Current Report on
Form 8-K filed by Centenary on September 25, 2009, Centenary announced that on
September 22nd 2009,
it executed a non-binding Memorandum of Understanding (the “MOU”) with Clear
S.R.L. of Comodoro Rivadavia, Argentina (“Clear SRL”), Oil m&s S.A. (“Oil
m&s”) and Petrolera Cerro Negro S.A. (“PCN”) pursuant to which Centenary
shall acquire from Clear SRL ninety-nine and 96/100 percent (99.96%) of the
issued and outstanding shares of PCN which shall become a majority-owned
subsidiary of Centenary. PCN owns the Oil & Gas Area Concession of “Cerro
Negro,” Chubut Province, Argentina, valued at approximately US$1,064,935. In
payment for the PCN shares, Centenary will issue to Clear SRL a total of
2,129,870 new shares of Centenary common stock. In addition, Oil will loan to
PCN sufficient funds to comply with a Development Program which provides for the
drilling of 11 wells in the concession over a specified period of time. The loan
to PCN will provide that Oil m&s may, at its option, elect to convert the
balance of the loan to 2,129,870 shares of Centenary common stock following
completion of the eleven new wells.




The
acquisition of PCN by Centenary will be a related party transaction since Clear
SRL is owned sixty percent (60%) by Mr. Cristobal Manual Lopez. Centenary is
owned forty-eight and 37/100 percent (48.37%) directly by Mr. Lopez and forty
and 40/100 percent (40.40%) by Oil m&s. Mr. Lopez owns forty percent (40%)
of Oil m&s and serves as its President and director. Mr. Carlos Fabian
DeSousa, the President and sole director of Centenary, is a thirty percent (30%)
owner of Oil m&s and serves as its Vice President and director.




The
acquisition is subject to the signing of a definitive acquisition agreement by
the parties. Closing of the acquisition of PCN is also subject to a number of
conditions and legal regulations to be completed during approximately the next
180 days. Centenary is in the process of forming a wholl-owned subsidiary
corporation in Argentina that Centenary proposes to use to complete the proposed
acquisition.




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.




7




Products
and Services





We
discontinued our business of exporting food stuffs and commodities from
Argentina and dissolved the subsidiary that operated the export business through
Chapter 7 bankruptcy in 2000. We have been inactive since 2000. We presently
have no products or services to sell.





Marketing
and Advertising Methods





We
neither market nor advertise because we have no products or
services.





Dependence
on Major Customers or Suppliers





We are
not dependent on one or a few customers because we have no products or
services





Patents,
Trademarks and Licenses





We
neither own nor have applied for any patents or trademarks. We do not license
any of our technology from other companies, since we have no
technology.





Competition





We are
aware that there are many other public companies with only nominal assets that
are also searching for operating businesses and other business opportunities as
potential acquisition or merger candidates. We are in direct competition with
these other public companies in our search for business opportunities and, due
to our very limited funds, it may be difficult to successfully compete with
these other companies.





Employees





The
Company has no employees presently. The Company’s President, Carlos Fabian De
Sousa, presently is not paid for his services as an officer, director or
employee of the Company, and it is presently anticipated that he will not be
compensated for his services as an officer, director or employee during
2009





ITEM
      1A.
            RISK
      FACTORS





We desire
to take advantage of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. The following factors have affected or could
affect actual results and could cause such results to differ materially from
those expressed in any forward-looking statements made. Investors should
consider carefully the following risks and speculative factors inherent in and
affecting the business of Centenary International Corp. and an investment in our
common stock.





Going
concern issue





Our
independent auditors have expressed a going concern issue. Our ability to
continue as a going concern is dependant upon our ability to attain profitable
operations. We do not have an established source of funds sufficient to cover
operating costs and accordingly there is substantial doubt about our ability to
continue as a going concern.





We have
financed our historical losses primarily from additional investments and loans
by our major shareholders and private offerings of common stock. We will be
required to seek additional capital in the future for working capital purposes.
There is no assurance that new capital will be available or that it will be
available on terms that will not result in substantial dilution or reduction in
value of our common stock. We cannot assure you, however, that we will be able
to raise additional capital in the future to fund our operations.




8




We
have a limited operating history





Our
extremely limited operating history and the discontinuation of our initial
business makes it difficult to evaluate our prospects. As a result of our short
operating history, we have only limited financial data and business information
with which to evaluate our business strategies, past performance and investment
in our common stock.





Our
success depends on our ability to retain key management personnel





Our
success depends on our ability to retain key management personnel. If we lose
Mr. DeSousa, we may be unable to successfully operate our business. We depend on
the continued contributions of our executive officer to work effectively, to
execute our business strategy and to manage our business. The loss of Mr.
DeSousa or his failure to work effectively could have a material adverse effect
on our business, financial condition and results of operations.





We
have experienced significant operating losses in the past and may have losses in
the future.





We
reported a net loss of $53,676 for the year ended December 31, 2009 and a loss
of $65,480 for the year ended December 31, 2008. Our accumulated deficit since
inception in 1997 was $8,716,214 at December 31, 2009.





Our
competitors have far greater financial and other resources than we
have.





Many
public companies seek to merge with or acquire existing businesses. Most of our
competitors have more resources than us. We cannot provide assurance that we
will be able to compete successfully.





The
market for our common stock is limited, and as such our shareholders may have
difficulty reselling their shares when desired or at attractive market
prices.





We
presently have no market for our common stock. Historically, when a market for
our stock has existed, our common stock has traded in low volumes and at low
prices. Some investors view low-priced stocks as unduly speculative and
therefore not appropriate candidates for investment. Many institutional
investors have internal policies prohibiting the purchase or maintenance of
positions in low-priced stocks. This has the effect of limiting the pool of
potential purchases of potential purchases of our common stock at present price
levels. Shareholders may find greater percentage spreads between bid and asked
prices, and more difficulty in completing transactions and higher transaction
costs when buying or selling our common stock than they would if our stock were
listed on a major stock exchange.





Our
Articles of Incorporation authorize us to issue additional shares of
stock.





We are
authorized to issue up to 50,000,000 shares of common stock, which may be issued
by our board of directors for such consideration, as they may consider
sufficient without seeking shareholder approval. The issuance of additional
shares of common stock in the future may reduce the proportionate ownership and
voting power of current shareholders.




9




We
do not intend to pay dividends





We have
never declared or paid any cash dividends on shares of our common stock. We
currently intend to retain our future earnings for growth and development of our
business and, therefore, we do not anticipate paying any dividends in the
foreseeable future.





Possible
"Penny Stock" Regulation





Trading
of our common stock on the OTC Bulletin Board may be subject to certain
provisions of the Securities Exchange Act of 1934, commonly referred to as the
"penny stock" rule. A penny stock is generally defined to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. If our stock is deemed to be a penny stock, trading in our stock
will be subject to additional sales practice requirements on
broker-dealers.





These may
require a broker dealer to:





*
            make
      a special suitability determination for purchasers of penny
      stocks;





*
            receive
      the purchaser's written consent to the transaction prior to the purchase;
      and





*
            deliver
      to a prospective purchaser of a penny stock, prior to the first
      transaction, a risk disclosure document relating to the penny stock
      market.





Consequently,
penny stock rules may restrict the ability of broker-dealers to trade and/or
maintain a market in our common stock. Also, many prospective investors may not
want to get involved with the additional administrative requirements, which may
have a material adverse effect on the trading of our shares.





ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS





Not
applicable.





ITEM
      2.
            PROPERTIES





From
January 2000 through year end 2009, we have occupied an office provided at no
cost by our President.





ITEM
      3.
            LEGAL
      PROCEEDINGS





The
Company is not a party to any material pending legal proceedings. To the best of
the Company’s knowledge, no governmental authority or other party has threatened
or is contemplating the filing of any material legal proceeding against the
Company.





ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





No
matters were submitted to a vote of our security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.




10




PART
II





ITEM
      5.
            MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES.





Market
Information





Our
common stock has traded over-the-counter. It is listed in the Pink Sheets under
the symbol "CTYI." To the best of the Company’s knowledge there has been no
active trading market in the Company’s common stock during the two years ended
December 31, 2009. The high and low bid prices for our shares are estimated
below for the periods depicted. The prices in the table reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.





YEAR
      ENDED December 31, 2008:
                                        
                                        LOW
                                        
                                        
                                        HIGH1st
      Quarter
                                        
                                        $
                                        0.00
                                        
                                        
                                        
                                        0.002nd
      Quarter
                                        
                                        
                                        0.00
                                        
                                        
                                        
                                        0.003rd
      Quarter
                                        
                                        
                                        0.00
                                        
                                        
                                        
                                        0.004th
      Quarter
                                        
                                        
                                        0.00
                                        
                                        
                                        
                                        0.00YEAR
      ENDED December 31, 2009:
                                        
                                        LOW
                                        
                                        
                                        HIGH1st
      Quarter
                                        
                                        $
                                        0.00
                                        
                                        
                                        
                                        0.002nd
      Quarter
                                        
                                        
                                        0.00
                                        
                                        
                                        
                                        0.003rd
      Quarter
                                        
                                        
                                        0.00
                                        
                                        
                                        
                                        0.004th
      Quarter
                                        
                                        
                                        0.00
                                        
                                        
                                        
                                        0.00





Our
common stock is listed in the Pink Sheets. Based on its trading price, our
common stock has been considered a “penny stock” for purposes of federal
securities laws, and therefore has been subject to certain regulations, which
are summarized below.





The
Securities Enforcement and Penny Stock Reform Act of 1990 requires special
disclosure relating to the market for penny stocks in connection with trades in
any stock defined as a “penny stock.” Specifically, Rules 15g-1 through 15g-9
under the Securities Exchange Act of 1934 (the “Exchange Act”) impose sales
practice and disclosure requirements on NASD broker-dealers who make a market in
a “penny stock.” Securities and Exchange Commission regulations generally define
a penny stock to be an equity security that has a market price of less than
$5.00 per share and is not listed on The NASDAQ SmallCap Stock Market or a major
stock exchange. These regulations affect the ability of broker-dealers to sell
the Company’s securities and also may affect the ability of purchasers of the
Company’s common stock to sell their shares in the secondary
market.





Under the
penny stock regulations, a broker-dealer selling penny stock to anyone other
than an established customer or “accredited investor,” generally, an individual
with net worth in excess of $1,000,000 or an annual income exceeding $200,000,
or $300,000 together with his or her spouse, must make a special suitability
determination for the purchaser and must receive the purchaser’s written consent
to the transaction prior to sale, unless the broker-dealer or the transaction is
otherwise exempt. In addition, the penny stock regulations require the
broker-dealer to deliver, prior to any transaction involving a penny stock, a
disclosure schedule prepared by the Commission relating to the penny stock
market, unless the broker-dealer or the transaction is otherwise exempt. A
broker-dealer is also required to disclose commissions payable to the
broker-dealer and the registered representative and current quotations for the
securities. Finally, a broker-dealer is required to send monthly statements
disclosing recent price information with respect to the penny stock held in a
customer’s account and information with respect to the limited market in penny
stocks.




11




As long
as the penny stock regulations apply to the Company’s stock, it may be difficult
to trade such stock because compliance with the regulations can delay and/or
preclude certain trading transactions. Broker-dealers may be discouraged from
effecting transactions in the Company’s stock because of the sales practice and
disclosure requirements for penny stock. This could adversely affect the
liquidity and/or price of the Company’s common stock, and impede the sale of the
Company’s stock.





Stockholders





As of
March 4, 2010 there were approximately 564 stockholders of record of our common
stock. This does not include an indeterminate number of shareholders who may
hold their shares in "street name".





Dividends





We have
not declared any cash dividends during the last two fiscal years, and do not
anticipate paying such dividends in the near future. We anticipate that all
earnings, if any, over the next 12 to 24 months will likely be retained for
future investments in business, although the Board of Directors may decide
otherwise. Any future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon our results of
operations, financial conditions, contractual restrictions, and other factors
deemed relevant by the Board of Directors. We are under no contractual
restrictions in declaring or paying dividends to our common or preferred
shareholders. There are no material restrictions limiting, or that are likely to
limit, the Company’s ability to pay dividends on our securities, except for any
applicable limitations under Nevada corporate law.





The
future sale of presently outstanding "unregistered" and "restricted" common
stock by present members of management and persons who own more than five
percent of the outstanding voting securities may have an adverse effect on any
market that may develop in our common shares.





Equity
Compensation Plans





The
Company has not approved any compensation plans under which equity securities of
the Company are authorized for issuance.





Recent
Sales of Unregistered Securities





The
Company issued no shares of its common stock during the year ended December 31,
2009 which were not registered under the Securities Act of 1933.





For
information concerning sales of shares of the Company's common stock by the
Company which were not registered under the Securities Act of 1933 during the
fiscal years ended December 31, 2007 and December 31, 2008, please refer to the
Company's annual reports on Form 10-KSB or Form 10-K for the fiscal years ended
December 31, 2007 and December 31, 2008, respectively, and to the Company’s
quarterly reports on Form 10-QSB or 10-Q for the quarters ended March 31, 2007
and 2008, June 30, 2007 and 2008 and September 30, 2007 and 2008.




ITEM
      6.
            SELECTED
      FINANCIAL DATA




A smaller
reporting company is not required to provide the information specified by this
item.




12




ITEM
      7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





The
following plan of operation should be read in conjunction with the financial
statements and accompanying notes and the other financial information appearing
elsewhere in this periodic report. The Company’s fiscal year end is December
31.





This
report and the exhibits attached hereto contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements include, without limitation, statements as to
management’s good faith expectations and beliefs, which are subject to inherent
uncertainties which are difficult to predict and may be beyond the ability of
the Company to control. Forward-looking statements are made based upon
management’s expectations and belief concerning future developments and their
potential effect upon the Company. There can be no assurance that future
developments will be in accordance with management’s expectations or that the
effect of future developments on the Company will be those anticipated by
management.





The words
“believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,”
“will,” and similar expressions identify such forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the actual results, performance or
achievements of the Company, or industry results, to differ materially from
future results, performance or achievements expressed or implied by such
forward-looking statements.





These
risks and uncertainties, many of which are beyond the Company’s control, include
(i) the sufficiency of existing capital resources and our ability to raise
additional capital to fund cash requirements for future operations; (ii)
uncertainties involved in the decision to acquire an existing business
opportunity or to embark on a start up venture; (iii) the ability of the Company
to achieve sufficient revenues from the operation of a business opportunity; and
(iv) general economic conditions. Although we believe the expectations reflected
in these forward-looking statements are reasonable, such expectations may prove
to be incorrect.





Readers
are cautioned not to place undue reliance on these forward-looking statements
which reflect management’s view only as of the date of this report. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events, conditions or circumstances.





The
following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-K.





Plan
of Operations





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.





We
anticipate that the Company will require only nominal capital to maintain our
corporate viability, and necessary funds will most likely be provided by our
officers and directors, principal stockholder, or their affiliates in the
immediate future. 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.




13




As stated above, Centenary announced
that on September 22nd 2009,
it executed a non-binding MOU with Clear SRL, Oil m&s and 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.




As of the
date hereof, we have not made any arrangements or definitive agreements to use
outside advisors or consultants or to raise any additional capital.





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.





Results
of Operations





Revenues
and Other Income





During
the twelve month period ended December 31, 2009, the Company remained in the
development stage and we did not realize any revenues from operations.
Similarly, we did not realize any revenues from operations during the year ended
December 31, 2008. We recorded other income in the amount of $127 in the year
ended December 31, 2008, as compared to no other income recorded during the year
ended December 31, 2009. If we are able to successfully complete the proposed
acquisition of PCN during the year ending December 31, 2010, we should begin to
generate revenues in the year ending December 31, 2010 through
PCN.





Expenses





General
and administrative expenses totaled $47,958 in the year ended December 31, 2009,
a decrease of $14,254 from the $62,212 of general and administrative expenses
incurred in the year ended December 31, 2008. Interest expense incurred in the
year ended December 31, 2009 was $5,718, an increase of $2,323 from the $3,395
interest expense incurred in the year ended December 31, 2008. Our expenses are
primarily legal and accounting costs incurred in connection with our public
filings. If we are able to successfully complete the proposed acquisition of PCN
during the year ending December 31, 2010, we expect that our general and
administrative expenses will increase significantly due to the operations of
PCN.




14




Net
Losses





As a
result of the foregoing, the Company incurred a net loss of $53,676, or ($0.09)
per share, in the year ended December 31, 2009, compared to a net loss of
$65,480, or ($0.11) per share, in the year ended December 31, 2008. Our decrease
in net loss in the later period is largely due to the decrease of general and
administrative expense in the later period.





Liquidity
and Capital Resources





The
Company is in the development stage and, since inception, has experienced
significant changes in liquidity, capital resources and shareholders’ equity. As
of December 31, 2009 the Company has no total assets, and total liabilities of
$150,638. The liabilities consist of notes payable-related party of $135,279,
accounts payable of $6,416 and accrued interest of $8,943.





Cash flow
used in operating activities was $49,486 for the twelve month period ended
December 31, 2009, which is identical to the financing cash flows from notes
payable borrowed.





The
Company’s current assets are not sufficient to conduct its plan of operation
over the next twelve (12) months. The Company anticipates that it may need to
raise approximately $65,000 from equity or debt financing arrangements to meet
the Company’s expenses in the next twelve (12) months if the Company remains as
a development stage company searching for business opportunities. If the Company
successfully closes its proposed acquisition of PCN, the Company anticipates
that it may need to raise approximately $105,000from equity or debt financing
arrangements to meet the Company’s expenses in 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 will be
available to us on acceptable terms. Although, our major shareholder or a
company controlled by 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.





All of
the Company’s liabilities are current liabilities due within the next
year.





The
Company has no current plans to make any changes in the number of employees
unless the Company can successfully close the proposed acquisition of PCN, in
which case the Company would expect to have twoemployees following the
acquisition.





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 has no
current plans for the purchase or sale of any plant or equipment.





Critical
Accounting Policies





In the
notes to the audited consolidated financial statements for the year ended
December 31, 2009, included in this Form 10-K, the Company discusses those
accounting policies that are considered to be significant in determining the
results of operations and its financial position. The Company believes that the
accounting principles utilized by it conform to accounting principles generally
accepted in the United States of America.




15




The
preparation of financial statements requires Company management to make
significant estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. By their nature, these judgments are subject
to an inherent degree of uncertainty. On an on-going basis, the Company
evaluates estimates. The Company bases its estimates on historical experience
and other facts and circumstances that are believed to be reasonable, and the
results form the basis for making judgments about the carrying value of assets
and liabilities. The actual results may differ from these estimates under
different assumptions or conditions.





Going
Concern




The
Company’s auditors expressed substantial doubt as to the Company’s ability to
continue as a going concern as a result of recurring losses, lack of
revenue-generating activities and a deficit accumulated during the development
stage in the amount of $2,343,432 as of December 31, 2009. The Company’s ability
to continue as a going concern is subject to the ability of the Company to
realize a profit from operations and /or obtain funding from outside sources.
Since the Company has no revenue generating operations, our plan to address the
Company’s ability to continue as a going concern over the next twelve months
includes: (1) obtaining additional funding from the sale of our securities;
and/or (2) obtaining loans 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.




Recent
Accounting Pronouncements





In
preparing financial statements for the year ended December 31, 2009, the Company
adopted the following 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.





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. (See FAS
167 effective date below.)




16




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. (See FAS 166 effective date below)





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. (See EITF 09-1 effective date
below.)





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 that 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.





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.




17




ITEM
      7A.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





A smaller
reporting company is not required to provide the information specified by this
item.





ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA





Financial
statements as of and for the fiscal years ended December 31, 2009 and 2008, have
all been examined to the extent indicated in their report by Pritchett, Siler
& Hardy, P.C., independent certified public accountants, and have been
prepared in accordance with generally accepted accounting principles. The
aforementioned financial statements are included below.




18




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board
of Directors
 Centenary
International Corporation
 Buenos
Aires, Argentina
 
 We
have audited the accompanying balance sheets of Centenary International
Corporation [a development
stage company] as of December 31, 2009 and 2008 and the related
statements of operations, stockholders' equity (deficit) and cash flows for each
of the years in the two-year period ended December 31, 2009 and for the period
from inception on January 1, 2000 through December 31, 2009. Centenary
International Corporation’s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our
opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Centenary International Corporation
as of December 31, 2009 and 2008 and the results of its operations and its cash
flows for each of the years in the two-year period ended December 31, 2009 and
for the period from inception on January 1, 2000 through December 31, 2009, in
conformity with accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming Centenary
International Corporation will continue as a going concern. As discussed in Note
3 to the financial statements, Centenary International Corporation has incurred
losses since its inception and has not yet established profitable
operations.  These factors raise substantial doubt about the ability
of the Company to continue as a going concern.  Management’s plans in
regards to these matters are also described in Note 3.  The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.
 
   
 PRITCHETT,
SILER & HARDY, P.C.
 
 Salt
Lake City, Utah
 May
11, 2010
   19
 Centenary
International Corporation


(A
Development Stage Company)
 Balance
Sheets
  ASSETSDecember
      31,
                
                
                December
      31,2009
                
                
                2008(Restated)CURRENT
      ASSETSCash
                
                $
                —
                
                
                $
                —Total
      Current Assets
                
                
                —
                
                
                
                —TOTAL
      ASSETS
                
                $
                —
                
                
                $
                —LIABILITIES AND
      STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
                
                $
                6,416
                
                
                $
                5,409Accounts
      payable - related parties
                
                
                —
                
                
                
                2,500Accrued
      interest payable
                
                
                8,943
                
                
                
                3,260Notes
      payable -related parties
                
                
                135,279
                
                
                
                85,793Total
      Current Liabilities
                
                
                150,638
                
                
                
                96,962STOCKHOLDERS'
      EQUITY (DEFICIT)Common
      stock; 50,000,000 shares authorized,at
      $0.001 par value, 576,682 and 576,682 sharesissued
      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
                
                
                (2,397,108
                )
                
                
                (2,343,432
                )Total
      Stockholders' Equity (Deficit)
                
                
                (150,638
                )
                
                
                (96,962
                )TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
                
                $
                —
                
                
                $
                —
 The
accompanying notes are an integral part of these financial
statements.
  20
 
 Centenary
International Corporation
 (A
Development Stage Company)
 Statements
of Operations
  From
      inceptionof
      theDevelopmentStage
      onJanuary
      1,For
      the Years Ended
                      
                      
                      2000,
      ThroughDecember
      31,
                      
                      
                      December
      31,2009
                      
                      
                      2008
                      
                      
                      2009(Restated)REVENUES
                      
                      $
                      —
                      
                      
                      $
                      —
                      
                      
                      $
                      —OPERATING
      EXPENSESGeneral
      and administrative
                      
                      
                      47,958
                      
                      
                      
                      62,212
                      
                      
                      
                      528,135Total
      Operating Expenses
                      
                      
                      47,958
                      
                      
                      
                      62,212
                      
                      
                      
                      528,135OPERATING
      LOSS
                      
                      
                      (47,958
                      )
                      
                      
                      (62,212
                      )
                      
                      
                      (528,135
                      )OTHER
      INCOME (EXPENSE)Other
      income
                      
                      
                      —
                      
                      
                      
                      127
                      
                      
                      
                      52,958Interest
      expense
                      
                      
                      (5,718
                      )
                      
                      
                      (3,395
                      )
                      
                      
                      (215,363
                      )Total
      Other Income (Expense)
                      
                      
                      (5,718
                      )
                      
                      
                      (3,268
                      )
                      
                      
                      (162,405
                      )LOSS
      FROM CONTINUING OPERATIONS
                      
                      
                      (53,676
                      )
                      
                      
                      (65,480
                      )
                      
                      
                      (690,540
                      )LOSS
      FROM DISCONTINUED OPERATIONS
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      (1,706,568
                      )NET
      LOSS BEFORE INCOME TAXES
                      
                      
                      (53,676
                      )
                      
                      
                      (65,480
                      )
                      
                      
                      (2,397,108
                      )PROVISION
      FOR INCOME TAXES
                      
                      
                      —
                      
                      
                      
                      —
                      
                      
                      
                      —NET
      LOSS
                      
                      $
                      (53,676
                      )
                      
                      $
                      (65,480
                      )
                      
                      $
                      (2,397,108
                      )BASIC
      LOSS PER COMMON SHARE
                      
                      $
                      (0.09
                      )
                      
                      $
                      (0.11
                      )WEIGHTED
      AVERAGE NUMBER OFCOMMON
      SHARES OUTSTANDING
                      
                      
                      576,682
                      
                      
                      
                      576,682
 The
accompanying notes are an integral part of these financial
statements.
  21
 
 Centenary International Corporation
 (A
Development Stage Company)
 Statements
of Stockholders' Equity (Deficit)
  AdditionalCommon
      Stock
                                                        
                                                        
                                                        Paid-In
                                                        
                                                        
                                                        AccumulatedShares
                                                        
                                                        
                                                        Amount
                                                        
                                                        
                                                        Capital
                                                        
                                                        
                                                        Deficit
                                                        
                                                        
                                                        TotalBalance,
      January 1, 2000
                                                        
                                                        
                                                        193,600
                                                        
                                                        
                                                        $
                                                        194
                                                        
                                                        
                                                        $
                                                        8,360,035
                                                        
                                                        
                                                        $
                                                        (6,319,106
                                                        )
                                                        
                                                        $
                                                        2,041,123Net
      loss for the year endedDecember
      31, 2000
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (2,761,106
                                                        )
                                                        
                                                        
                                                        (2,761,106
                                                        )Balance,
      December 31, 2000
                                                        
                                                        
                                                        193,600
                                                        
                                                        
                                                        
                                                        194
                                                        
                                                        
                                                        
                                                        8,360,035
                                                        
                                                        
                                                        
                                                        (9,080,212
                                                        )
                                                        
                                                        
                                                        (719,983
                                                        )Net
      loss for the year endedDecember
      31, 2001
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (73,000
                                                        )
                                                        
                                                        
                                                        (73,000
                                                        )Balance,
      December 31, 2001
                                                        
                                                        
                                                        193,600
                                                        
                                                        
                                                        
                                                        194
                                                        
                                                        
                                                        
                                                        8,360,035
                                                        
                                                        
                                                        
                                                        (9,153,212
                                                        )
                                                        
                                                        
                                                        (792,983
                                                        )Net
      loss for the year endedDecember
      31, 2002
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (73,000
                                                        )
                                                        
                                                        
                                                        (73,000
                                                        )Balance,
      December 31, 2002
                                                        
                                                        
                                                        193,600
                                                        
                                                        
                                                        
                                                        194
                                                        
                                                        
                                                        
                                                        8,360,035
                                                        
                                                        
                                                        
                                                        (9,226,212
                                                        )
                                                        
                                                        
                                                        (865,983
                                                        )Net
      loss for the year endedDecember
      31, 2003
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (73,000
                                                        )
                                                        
                                                        
                                                        (73,000
                                                        )Balance,
      December 31, 2003
                                                        
                                                        
                                                        193,600
                                                        
                                                        
                                                        
                                                        194
                                                        
                                                        
                                                        
                                                        8,360,035
                                                        
                                                        
                                                        
                                                        (9,299,212
                                                        )
                                                        
                                                        
                                                        (938,983
                                                        )Net
      loss for the year endedDecember
      31, 2004
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (73,000
                                                        )
                                                        
                                                        
                                                        (73,000
                                                        )Balance,
      December 31, 2004
                                                        
                                                        
                                                        193,600
                                                        
                                                        
                                                        
                                                        194
                                                        
                                                        
                                                        
                                                        8,360,035
                                                        
                                                        
                                                        
                                                        (9,372,212
                                                        )
                                                        
                                                        
                                                        (1,011,983
                                                        )Net
      income for the year endedDecember
      31, 2005
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        897,544
                                                        
                                                        
                                                        
                                                        897,544Balance,
      December 31, 2005
                                                        
                                                        
                                                        193,600
                                                        
                                                        
                                                        
                                                        194
                                                        
                                                        
                                                        
                                                        8,360,035
                                                        
                                                        
                                                        
                                                        (8,474,668
                                                        )
                                                        
                                                        
                                                        (114,439
                                                        )Contributed
      capital
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        10,929
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        10,929Net
      loss for the year endedDecember
      31, 2006
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (24,273
                                                        )
                                                        
                                                        
                                                        (24,273
                                                        )Balance,
      December 31, 2006
                                                        
                                                        
                                                        193,600
                                                        
                                                        
                                                        
                                                        194
                                                        
                                                        
                                                        
                                                        8,370,964
                                                        
                                                        
                                                        
                                                        (8,498,941
                                                        )
                                                        
                                                        
                                                        (127,783
                                                        )Common
      stock issued for debtat
      $0.50 per share
                                                        
                                                        
                                                        383,001
                                                        
                                                        
                                                        
                                                        383
                                                        
                                                        
                                                        
                                                        191,117
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        191,500Net
      loss for the year endedDecember
      31, 2007
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (98,117
                                                        )
                                                        
                                                        
                                                        (98,117
                                                        )Balance,
      December 31, 2007
                                                        
                                                        
                                                        576,601
                                                        
                                                        
                                                        $
                                                        577
                                                        
                                                        
                                                        $
                                                        8,562,081
                                                        
                                                        
                                                        $
                                                        (8,597,058
                                                        )
                                                        
                                                        $
                                                        (34,400
                                                        )
 The
accompanying notes are an integral part of these financial
statements.
  22
  Centenary International Corporation
 (A
Development Stage Company)
 Statements
of Stockholders' Equity (Deficit) (Continued)
 AdditionalCommon
      Stock
              
              
              
              
              
              Paid-In
              
              
              AccumulatedShares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              TotalBalance,
      December 31, 2007
              
              
              576,601
              
              
              $
              577
              
              
              $
              8,562,081
              
              
              $
              (8,597,058
              )
              
              $
              (34,400
              )Fractional
      shares issued
              
              
              81
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —Capital
      contributed byshareholder
              
              
              —
              
              
              
              —
              
              
              
              2,918
              
              
              
              —
              
              
              
              2,918Net
      loss for the year endedDecember
      31, 2008(Restated)
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (65,480
              )
              
              
              (65,480
              )Balance,
      December 31, 2008(Restated)
              
              
              576,682
              
              
              
              577
              
              
              
              8,564,999
              
              
              
              (8,662,538
              )
              
              
              (96,962
              )Net
      loss for the year endedDecember
      31, 2009
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (53,676
              )
              
              
              (53,676
              )Balance,
      December 31, 2009
              
              
              576,682
              
              
              $
              577
              
              
              $
              8,564,999
              
              
              $
              (8,716,214
              )
              
              $
              (150,638
              )Deficit
      accumulated prior to the development stage
              
              
              
              (6,319,106
              )Deficit
      accumulated during the development stage
              
              
              
              (2,397,108
              )Total
      Accumulated Deficit
              
              
              
              
              
              
              
              (8,716,214
              )




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


23
  Centenary
International Corporation
 (A
Development Stage Company)
 Statements
of Cash Flows
  From
      Inceptionof
      theDevelopmentStage
      onJanuary
      1,For
      the Years Ended
                
                
                2000
      ThroughDecember
      31,
                
                
                December
      31,2009
                
                
                2008
                
                
                2009OPERATING
      ACTIVITIES
                
                
                
                
                (Restated)Net
      loss
                
                $
                (53,676
                )
                
                $
                (65,480
                )
                
                $
                (2,397,108
                )Adjustments
      to reconcile net loss tonet
      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
                
                
                —
                
                
                
                5,000
                
                
                
                —Increase
      (decrease) in accrued expenses
                
                
                5,683
                
                
                
                3,164
                
                
                
                229,146Increase
      (decrease) in accounts payable
                
                
                (1,493
                )
                
                
                (8,614
                )
                
                
                232,270Net
      Cash Used in Operating Activities
                
                
                (49,486
                )
                
                
                (65,930
                )
                
                
                (273,962
                )INVESTING
      ACTIVITIES
                
                
                —
                
                
                
                —
                
                
                
                —FINANCING
      ACTIVITIESBorrowings
      of notes payable-related parties
                
                
                49,486
                
                
                
                65,930
                
                
                
                273,962Net
      Cash Provided by Financing Activities
                
                
                49,486
                
                
                
                65,930
                
                
                
                273,962NET
      DECREASE IN CASH
                
                
                —
                
                
                
                —
                
                
                
                —CASH
      AT BEGINNING OF PERIOD
                
                
                —
                
                
                
                —
                
                
                
                —CASH
      AT END OF PERIOD
                
                $
                —
                
                
                $
                —
                
                
                $
                —SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                
                $
                —
                
                
                $
                —
                
                
                $
                —Income
      Taxes
                
                $
                —
                
                
                $
                —
                
                
                $
                —NON
      CASH FINANCING ACTIVITIES:Contributed
      capital
                
                $
                —
                
                
                $
                —
                
                
                $
                10,929Common
      stock issued for debt
                
                $
                —
                
                
                $
                —
                
                
                $
                191,500Related-party
      debt forgiveness
                
                $
                —
                
                
                $
                2,918
                
                
                $
                2,918
 The
accompanying notes are an integral part of these financial
statements.
  24




Centenary
International Corporation


(A
Development Stage Company)
 Notes
to the Financial Statements
 December
31, 2009 and 2008
  NOTE 1 - ORGANIZATION AND
HISTORY
 
 The
Company was incorporated under the laws of the State of Nevada on June 10, 1997.
The Company ceased all operating activities during the year ended December 31,
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 has no products or services as of December 31, 2009. The Company’s
current business model is to be a vehicle to seek merger or acquisition
candidates. The Company intends to acquire interests in various business
opportunities, which in the opinion of management will provide a profit to the
Company.
 
 NOTE 2 - SIGNIFICANT ACCOUNTING
POLICIES
 
 a.
Accounting Method
 
 The
Company’s financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year-end.
 
 b.
Basic Income (Loss) Per Share
  For
      the Year Ended
                December
      31, 2009Loss
              
              Shares
              
              Per
      Share(Numerator)
              
              (Denominator)
              
              Amount$
              (53,676
              )
              
              576,682
              
              $
              (0.09
              )
 
 For
      the Year EndedDecember
      31, 2008Income
              
              Shares
              
              Per
      Share(Numerator)
              
              (Denominator)
              
              Amount$
              (65,480
              )
              
              576,682
              
              $
              (0.11
              )
  The
      computations of basic loss per share of common stock are based on the
      weighted average number of shares outstanding at the date of the financial
      statements.
 
 c.
Provision for Taxes
 
 Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely that not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of
enactment.
  25
  Centenary
International Corporation
 (A
Development Stage Company)
 Notes
to the Financial Statements
 December
31, 2009 and 2008
 
 NOTE 2 - SIGNIFICANT ACCOUNTING
POLICIES
 
 c.
Provision for Taxes (Continued)
 
 Net
deferred tax assets consist of the following components as of December 31, 2009
and 2008:
 
 2009
              
              
              2008Deferred
      tax assetsNOL
      carryover
              
              $
              31,852
              
              
              $
              24,653Related-party
      interest
              
              
              1,341
              
              
              
              489Valuation
      allowance
              
              
              (33,193
              )
              
              
              (25,142
              )Net
      deferred tax asset
              
              $
              -
              
              
              $
              -
 
 The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate of 15% to pretax income from
continuing operations for the years ended December 31, 2009 and 2008 due to the
following:
 2009
              
              2008Book
      loss
              
              $
              (8,051
              )
              
              $
              (9,822
              )Valuation
      allowance
              
              
              8,051
              
              
              
              9,822$
              -
              
              
              $
              -
 
 At
December 31, 2009, the Company had net operating loss carryforwards of
approximately $212,000 that may be offset against future taxable income through
the year 2029. No tax benefit has been reported in the December 31, 2009
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.
 
 Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carryforwards for Federal income tax reporting purposes are subject to
annual limitations. Should a change in ownership occur, net operating loss
carryforwards may be limited as to use in the future.
 
 d.
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
 
 e.
Fair Value of Financial Instruments
 
 As at
December 31, 2009, the fair value of cash and accounts and advances payable,
including amounts due to and from related parties, approximate carrying values
because of the short-term maturity of these instruments.
   26
  Centenary
International Corporation
 (A
Development Stage Company)
 Notes
to the Financial Statements
 December
31, 2009 and 2008
 
 NOTE 2 - SIGNIFICANT ACCOUNTING
POLICIES
 
 f.
Recently Issued 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.
 
 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 that 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.
   27
  Centenary
International Corporation
 (A
Development Stage Company)
 Notes
to the Financial Statements
 December
31, 2009 and 2008
 
 NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
(Continued)
 
 f.
Recently Issued 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.
 
 g.
Equity-Based Compensation
 
 The
Company adopted SFAS No. 123-R effective January 1, 2006 using the
modified prospective method. Under this transition method, stock compensation
expense includes compensation expense for all stock-based compensation awards
granted on or after January 1, 2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS No. 123-R. The Company
has not issued any equity based compensation as of December 31,
2009.
 
 h.
Revenue Recognition
 
 The
Company has no source of revenues. Revenue recognition policies will be
determined when principal operations begin.
 
 i.
Cash and Cash Equivalents
 
 For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
 
 NOTE 3 - 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 an existing operating
company.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
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.
  28
  Centenary
International Corporation
 (A
Development Stage Company)
 Notes
to the Financial Statements
 December
31, 2009 and 2008
 
 
 NOTE 4 - RELATED PARTY
TRANSACTIONS
 
 In
March, 2008 the Company owed $12,918 to a related party.  Of this
amount, $2,918 was forgiven by the related party, and the remaining $10,000 was
paid in full in June, 2008.  The $2,918 was recorded as contributed
capital in March, 2008.
 
 The
Company owes notes payable to shareholders of $135,279 plus accrued interest of
$8,943 as of December 31, 2009. 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 have been
extended through the same date in 2010.
 
 NOTE 5
–SIGNIFICANT
EVENTS
 
 Proposed
Acquisition
  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.
  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, other than those listed below.
 
 Subsequent
to December 31, 2009 the Company consummated notes payable from a related party
in the amount of $4,916 and $2,808, respectively.  The notes bear
interest at a rate of 3.90% and 4.12%, respectively, representing the 360-day
LIBOR + 2.0% per annum as calculated on the date of issuance.  The
notes are due one year from the date of issuance.  If the Company
defaults on the notes, interest will accrue at a rate of 150% the original rates
of the notes until paid.
   29
  Centenary
International Corporation
 (A
Development Stage Company)
 Notes
to the Financial Statements
 December
31, 2009 and 2008
 
 NOTE 7
–RESTATEMENT
 
 The
Company has restated its financial statements for the year ended December 31,
2008 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 the tables
below:
  December 31, 2008As
      PreviouslyReported
                
                
                As
      Restated
                
                
                Change .Total
      Assets
                
                $
                —
                
                
                $
                —
                
                
                $
                —Total
      Liabilities
                
                
                96,157
                
                
                
                96,962
                
                
                
                805Total
      Stockholders’ Equity
                
                
                (96,157
                )
                
                
                (96,962
                )
                
                
                805Net
      Loss
                
                
                (61,757
                )
                
                
                (65,480
                )
                
                
                (3,723
                )Net
      Loss per Common Share (Basic)
                
                $
                (0.11
                )
                
                $
                (0.11
                )
                
                $
                (0.00
                )


30




ITEM
      9.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





None.





ITEM
      9A.
            CONTROLS
      AND PROCEDURES





The
Company’s president acts both as the Company’s chief executive officer and chief
financial officer and is responsible for establishing and maintaining disclosure
controls and procedures for the Company.





Evaluation of disclosure controls and
procedures.





Under the
supervision and with the participation of management, Carlos Fabian De Sousa,
acting as our chief executive officer and chief financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (“Exchange Act”), as of December 31, 2009. Based on this
evaluation, our chief executive officer and chief 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 we 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 disclosure. 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.





Management’s
Annual Report on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Our internal control system was designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles. Because of inherent limitations,
a system of internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide only reasonable, not absolute, assurance of achieving their control
objectives. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate due to
change in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.





Our
management, including our principal executive officer and principal accounting
officer, conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control
-Integrated Framework. Based upon this evaluation, our management, including the
Chief Executive Officer and Principal Financial Officer, has concluded that our
internal controls over financial reporting were effective as of December 31,
2009.





During
the quarter ended December 31, 2009, there has been no change in our internal
controls over financial reporting (as defined in Rules 13a-15 and 15d-15 under
the Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only the management’s report in this annual
report.


31





ITEM
      9B.
            OTHER
      INFORMATION





None.




PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





The
following table sets forth certain information regarding our executive officers
and directors: as of December 31, 2009:





Name
              
              Age
              
              PositionCarlos
      Fabian De Sousa
              
              42
              
              President,
      Sole Director, Chief Executive Officer, Chief Financial
      Officer,





The
directors and officers are elected and will serve until the next annual meeting
of the shareholders or until their death, resignation, retirement, removal,
disqualification, or until their successors have been duly elected and
qualified. All officers serve at the will of the Board of
Directors.





CARLOS
FABIAN DE SOUSA has served as a director of Centenary International Corp. since
November 2007. He has also served as President, Chief Executive Officer, Chief
Financial Officer, Secretary and Treasurer of Centenary International Corp.
since December 31, 2007. He is a Certified Public Accountant, and he has worked
in the Oil & Gas Industry in Argentina since 1993. Initially Mr. De Sousa
worked for Hispano Americana de Petroleos S.A. (HAPSA) as Administration and
Financial Manager. HAPSA engaged in the business of drilling oil wells, wells
completion, wells workover and intervention and hot oil services. From 1996 to
1997, Mr. De Sousa worked as an Administration and Financial Advisor for FORASOL
– FORAMER in its Latam operations. From late 1998 to mid-2001, Mr. De Sousa was
the General Manager of Almeria Austral S.A., a company that provided services of
drilling, intervention and completion of wells to the Oil & Gas Industry in
Argentina. By 2001, together with Mr. Cristobal Manual Lopez and Mrs. Muriel
Lucia Sosa, Mr. De Sousa founded Oil m&s S.A., where at present he is the
Vice President and a director. Mr. De Sousa also owns approximately 30% of Oil
m&s S.A. This company has become a principal provider of services for the
Oil and Gas Industry in Argentina. Mr. De Sousa is also the President and
General Director of Alcalis de la Patagonia SAIC, a company dedicated to the
production of alkali. He is also a Director of Tecnological S.A. (IT
developments), Oil Minerals S.A. (real estate) and Oil Construcciones S.A.
(building industry). Mr. De Sousa is not a director of any other companies that
file period reports with the U.S. Securities and Exchange
Commission.





Significant
employees





The
Company has no present employees who are expected to make a significant
contribution to the Company’s business. It is expected that the current member
of management will be the only individual whose activities will be material to
the Company’s operations. Members of management are the only persons who may be
deemed to be promoters of the Company.





32




Family
relationships





There are
no family relationships between any directors or executive officers of the
Company either by blood or by marriage.





Involvement
in certain legal proceedings





During
the past five years, no present or former director, person nominated to become a
director, executive officer, promoter or control person of the
Company:





(1) was a
general partner or executive officer of any business which filed a petition in
bankruptcy or against which any bankruptcy petition was filed, either at the
time of the bankruptcy or two years prior to that time;





(2) was
convicted in a criminal proceeding or is named subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);





(3) was
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining him from or otherwise limiting his involvement in the following
activities:





(i) Acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, any other person
regulated by the Commodity Futures Commission, or an associated person of any of
the foregoing, or as an investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or employee of any investment
company, bank, savings and loan association or insurance company, or engaging in
or continuing any conduct or practice in connection with such
activity;





(ii) Engaging in any type of business
practice; or





(iii) Engaging in any activity in
connection with the purchase or sale of any security or commodity or in
connection with any violation of Federal or State securities laws or Federal
commodities laws; or





(4) was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any Federal or State authority barring, suspending or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described in paragraph (3)(i) above, or to be associated with
persons engaged in any such activity; or





(5) was
found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any Federal or State
securities law, and the judgment in such civil action or funding by the
Commission has not been subsequently reversed, suspended, or vacated;
or





(6) was
found by a court of competent jurisdiction in a civil action or by the Commodity
Futures Trading Commission to have violated any Federal commodities law, and the
judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.


33


Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Exchange Act requires directors, officers and persons who own more
than 5% of a registered class of our equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Directors, officers and greater than 5% shareholders are required by SEC
regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely upon our review of the copies of such forms that we received during
the fiscal year ended December 31, 2009, we believe that each person who at any
time during the fiscal year was a director, officer or beneficial owner of more
than 5% of our common stock complied with all Section 16(a) filing requirements
during such fiscal year.





Code
of Ethics





We have
recently adopted a Code of Ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, and persons performing similar functions.A copy of the Code of Ethics
is attached to our Annual Report on Form 10-K for the year ended December 31,
2008 as Exhibit 14.1.





Audit
Committee and Financial Expert





At the
present time, our Board of Directors serves as our audit committee. Mr. DeSousa,
our sole director, is a financial expert. Mr. DeSousa is not independent since
he is an officer of the Company.





Nominating
Committee





The
Company does not have a standing nominating committee or a committee performing
similar functions, as the Board of Directors consists of only one member. Due to
the Company's size, it is difficult to attract individuals who would be willing
to accept membership on the Company's Board of Directors. Therefore, with only
one member of the Board of Directors, the full Board of Directors would
participate in nominating candidates to the Board of Directors. The Company did
not have an annual meeting of shareholders in the past fiscal year.





Other
Committees





We
presently do not have a compensation committee, executive committee of our Board
of Directors, stock plan committee or any other committees.





ITEM
      11.
            EXECUTIVE
      COMPENSATION





The
following table shows compensation earned during fiscal 2009 and 2008 by the
Chief Executive Officer and by any other executive officers whose compensation
during one of the two fiscal years totaled $100,000 or more The information in
the table includes salaries, bonuses, stock options granted, restricted stock
awards granted and other miscellaneous compensation. We presently have no long
term compensation benefits.





SUMARY
COMPENSATION TABLE





Number
      ofSecurities
                              
                              
                              All
      OtherName
      and
                              
                              Fiscal
                              
                              
                              
                              
                              
                              
                              
                              Underlying
                              
                              
                              CompensationPrincipal
      Positions
                              
                              Year
                              
                              Salary
                              
                              
                              Bonus
                              
                              
                              Options
                              
                              
                              (1)
                              
                              
                              TotalCarlos
      Fabian De Sousa
                              
                              2009
                              
                              $
                              -0-
                              
                              
                              $
                              -0-
                              
                              
                              $
                              -0-
                              
                              
                              $
                              -0-
                              
                              
                              $
                              -0-CEO,
      CFO & Director
                              
                              2008
                              
                              $
                              -0-
                              
                              
                              $
                              -0-
                              
                              
                              $
                              -0-
                              
                              
                              $
                              -0-
                              
                              
                              $
                              -0-


34


Columns
have been omitted from the Summary Compensation Table above for stock awards,
option awards, non-equity incentive plan compensation and changes in pension
value and nonqualified deferred compensation earnings since there were
none.





Bonuses
and Deferred Compensation





None.





Other
Director Compensation





None.





Employment
contracts and termination of employment and change-in-control
arrangements





There are
no employment contracts, compensatory plans or arrangements, including payments
to be received from the Company with respect to any executive officer of the
Company which would in any way result in payments to any such person because of
his or her resignation, retirement or other termination of employment with the
Company or its subsidiaries, any change in control of the Company or a change in
the person's responsibilities following a change in control of the
Company.





There are
no agreements or understandings for any director or executive officer to resign
at the request of another person. None of the Company’s directors or executive
officers is acting on behalf of or will act at the direction of any other
person.





The
Company presently has no employment agreements with any of its executive
officers.





Compensation
pursuant to plans; pension table





There
were no stock awards, restricted stock awards, stock options, stock appreciation
rights, long-term incentive plan compensation or similar rights granted to any
of our officers or directors. None of our officers or directors presently holds
directly any stock options or stock purchase rights. We have no retirement,
pension, profit sharing, or other plan covering any of our officers and
directors.





We have
adopted no formal stock option plans for our officers, directors and/or
employees. We reserve the right to adopt one or more stock option plans in the
future. Presently we have no plans to issue additional shares of our common or
preferred stock or options to acquire the same to our officers, directors or
their affiliates or associates, except for the shares and options that may be
issued in connection with the proposed acquisition of PCN.





Other
compensation





None.





Compensation
Committee Interlocks and Insider Participation





The
Company has no compensation committee, and the function of the compensation
committee is handled by the Board of Directors. Carlos Fabian De Sousa is the
only member of the Board of Directors who is also an officer of the
Company.


35





Compensation
Committee Report





The
Company has no compensation committee, and the function of the compensation
committee is handled by the Board of Directors. Carlos Fabian De Sousa is the
only member of the Board of Directors. He is also an officer of the Company. He
decided that he would not be paid any compensation from the Company during 2009
and 2008.





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS





Security
ownership of certain beneficial owners





The
following table sets forth the share holdings of those persons who are known to
the Company to be the beneficial owners of more than five percent (5.0%) of the
Company’s common stock as of March 4, 2010, and the percentages are based on
576,601 shares issued and outstanding as of that date. Each of these persons has
sole investment and sole voting power over the shares indicated, except as
described otherwise below.





Amount
      and Nature of
                                            
                                            
                                            PercentName and Address of Beneficial
      Owner
                                            
                                            Beneficial Ownership
                                            
                                            
                                            of ClassMR.
      CRISTOBAL  MANUEL LOPEZ
                                            
                                            
                                            511,920
                                            (1)
                                            
                                            
                                            88.77
                                            %Av.
      Roque Saenz Pena971
      Floor 8Buenos
      Aires, ArgentinaC1035AAEMR.
      CARLOS FABIAN DE SOUSA
                                            
                                            
                                            233,001
                                            (2)
                                            
                                            
                                            40.40
                                            %Av.
      Roque Saenz Pena971
      Floor 8Buenos
      Aires, ArgentinaC1035AAEOil
      m&s, S.A.
                                            
                                            
                                            233,001
                                            
                                            
                                            
                                            40.40
                                            %Av.
      Roque Saenz Pena971
      Floor 8Buenos
      Aires, ArgentinaC1035AAE





(1) Mr.
Lopez directly owns 278,919 shares in his name.  The remaining 233,001
shares listed as being beneficially owned by him are held of record by Oil
m&s S.A., a company of which Mr. Lopez owns 40% and serves as its President
and as a Director.





(2) The
233,001 shares listed as beneficially owned by Mr. De Sousa are held of record
by Oil m&s S.A., a company of which Mr. Sousa owns 30% and serves as its
Vice President and as a Director.  The investment and voting power of
these shares is held by the Board of Directors of Oil m&s S.A.





36




Security
ownership of management


The
following table sets forth the share holdings of the Company's directors and
executive officers as of March 4, 2010, and the percentages are based on 576,601
shares issued and outstanding as of that date.  These persons have
sole investment and sole voting power over the shares indicated, except as
described otherwise below.





Number
      of Shares
                          
                          
                          PercentName and Address
                          
                          Beneficially Owned
                          
                          
                          of ClassMR.
      CARLOS FABIAN DE SOUSA
                          
                          
                          233,001
                          (1)
                          
                          
                          40.40
                          %Av.
      Roque Saenz Pena971
      Floor 8Buenos
      Aires, ArgentinaC1035AAE





(1) The
233,001 shares listed as beneficially owned by Mr. De Sousa are held of record
by Oil m&s S.A., a company of which Mr. Sousa owns 30% and serves as its
Vice President and as a Director.  The investment and voting power of
these shares is held by the Board of Directors of Oil m&s S.A.





All
common shares held by the officers, directors and principal shareholders listed
above are restricted or control securities and are subject to limitations on
resale. The shares may be sold in compliance with the requirements of Rule 144,
after a minimum six months holding period has been met, except for certain
shares issued in 2007 while the Company was a shell company.  Under
the February 2008 amendments to Rule 144, shares issued while a company was a
shell company must be held for a minimum of one year after the company is no
longer a shell company and has filed certain Form 10 Information with the U.S.
Securities and Exchange Commission, before they are eligible for sale under Rule
144.





Rule
13d-3 generally provides that beneficial owners of securities include any person
who directly or indirectly has or shares, voting power and/or investment power
with respect to such securities; and any person who has the right to acquire
beneficial ownership of such security within 60 days.





Any
securities not outstanding which are subject to options, warrants or conversion
privileges exercisable within 60 days are treated as outstanding for the purpose
of computing the percentage of outstanding securities owned by that
person.  But such securities are not treated as outstanding for the
purpose of computing the percentage of the class owned by any other
person.





Changes
in Control





There are
no present arrangements or pledges of the Company’s securities, known to
management, which may result in a change in control of the Company.





Securities
Authorized for Issuance under Equity Compensation Plans





The
Company has no equity compensation plans that have been approved by the
Company’s security holders or the Board of Directors.  There presently
are no securities authorized for issuance under any equity compensation
plans.  There are no outstanding options, warrants or rights to
acquire securities of the Company.


37


ITEM
      13.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE





Transaction
with Management and Others





During
the past two fiscal years of the Company, and since then, there have been no
material transactions or series of similar transactions to which the Company or
any of our subsidiaries were or are to be a party, in which the amount involved
exceeds the lesser of $120,000 or one percent of the average of the Company’s
total assets at year end for the last two completed fiscal years, in which any
related person (as defined in Item 404 of Regulation S-K) had a director or
indirect material interest, except for the following:





(1) the
Company paid $2,500 to Hector Patron Costas, its former Chief Executive Officer,
for fees during the year ended December 31, 2009;





(2)
during 2008 and 2009, the Company continued to borrow additional funds from Oil
m&S S.A. Oil m&S S.A. is a company owned and controlled by Mr. Cristobal
Manual Lopez, the Company’s principal shareholder, and Carlos Fabian De Sousa,
the Company’s CEO and Director. As of December 31, 2009, the Company owed notes
payable to Oil m&s S.A. in the amount of $135,279plus accrued interest of
$8,943. The notes payable accrue interest at LIBOR plus 2% per annum, are
unsecured and are due upon demand. No interest or principal payments were paid
on this loan during 2008, or 2009;





(3) the
Company presently uses an office that is provided free of charge by the
Company’s President; and




(4)        On
September 22nd 2009,
Centenary executed a non-binding MOU with Clear SRL, Oil m&s and PCN
pursuant to which Centenary shall acquire from Clear SRL ninety-nine and 99/100
percent (99.99%) of the issued and outstanding shares of PCN which shall become
a majority-owned subsidiary of Centenary. In payment for the PCN shares,
Centenary will issue to Clear SRL a total of 2,129,870 new shares of Centenary
common stock. In addition, Oil will loan to PCN sufficient funds to comply with
a Development Program which provides for the drilling of 11 wells in the
concession over a specified period of time. The loan to PCN will provide that
Oil m&s may, at its option, elect to convert the balance of the loan to
2,129,870 shares of Centenary common stock following completion of the eleven
new wells. The acquisition of PCN by Centenary will be a related party
transaction since Clear SRL is owned sixty percent (60%) by Mr. Cristobal Manual
Lopez. Centenary is owned forty-eight and 37/100 percent (48.37%) directly by
Mr. Lopez and forty and 40/100 percent (40.40%) by Oil m&s. Mr. Lopez owns
forty percent (40%) of Oil m&s and serves as its President and director. Mr.
Carlos Fabian DeSousa, the President and sole director of Centenary, is a thirty
percent (30%) owner of Oil m&s and serves as its Vice President and
director. The acquisition is subject to the signing of a definitive acquisition
agreement by the parties. Closing of the acquisition of PCN is also subject to a
number of conditions and legal regulations to be completed during approximately
the next 180 days. Centenary is in the process of forming a wholly-owned
subsidiary corporation in Argentina that Centenary proposes to use to complete
the proposed acquisition.




No other
related party transactions are presently proposed except for the following: The
Company anticipates that it will continue to borrow funds from Oil m&s S.A.
as the Company needs funds to pay its expenses. This loan accrues interest at
Libor + 2% per annum, is unsecured, and is due upon demand. Although no
acquisition is presently proposed, it is possible that, in the future, the
Company may seek to acquire an interest in a business opportunity in which our
principal stockholder has an interest.


38


Shell
Company Information





The
Company is presently a shell company, as defined in Rule 405. As described in
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters, Mr. Cristobal Manuel Lopez directly owns 278,919
shares of the Company’s common stock, and Oil m&s S.A., an Argentine
company, directly owns 233, 001 shares of the Company’s common stock. During the
year ended December 31, 2007, Oil m&s S.A. acquired its 233,001 shares of
the Company’s common stock for the conversion of $116,500.50 of debt owed by the
Company to Oil m&s S.A. in connection with loans made by Oil m&s S.A. to
the Company. Also during the year ended December 31, 2007, the Company issued
150,000 shares of its common stock to Mr. Cristobal Manuel Lopez as payment for
a $75,000 obligation the Company had to Mr. Lopez for consulting services
provided by Mr. Lopez during 2006 and 2007. The Company’s directors made the
decision concerning the valuation of the shares issued in both transactions,
using a price which they believed to be fair.





With the
exception of the transactions involved in the proposed acquisition of PCN, the
interest to be paid to Oil m&s S.A. on its loans to the Company, and the
possible conversion of part or all of these loans to additional shares of Common
Stock of the Company in the future (at such terms as may be agreed to by the
Company’s director and Oil m&s S.A. in a related party transaction), the
Company is unaware of anything of value to be received by Mr. Lopez, Oil m&s
S.A. or Carlos Fabian De Sousa from the Company.





Conflicts
of Interest





Our
public stockholders should be aware of the following potential conflicts of
interest. Our officers and directors are not required to commit their full time
to our affairs and, accordingly, they have conflicts of interest in allocating
management time among various business activities. Furthermore, Carlos Fabian
DeSousa, our sole officer and director, is an officer, director and shareholder
of Oil m&s S.A. which is one of our principal stockholders. Additionally,
the proposed acquisition of PCN is a related party transaction.





Policies
and Procedures for Review, Approval or Ratification of Transactions with Related
Persons





Our board
of directors reviews, and must approve any related person transactions before
such transactions are engaged in by the Company. A related person means any
person who is, or at any time since the beginning of our last fiscal year was, a
director or executive officer of the Company or a nominee to become a director
of the Company; any person who is know to be the beneficial owner of more than
5% of any class of our voting securities; any immediate family member of any of
the foregoing persons, which means any child, stepchild, parent, stepparent,
spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law of the director, executive officer, nominee or
more than 5% beneficial owner, and any person (other than a tenant or employee)
sharing the household of such director, executive officer, nominee or more than
5% beneficial owners; and any firm, corporation, or other equity in which any of
the foregoing persons is employed or is a general partner or principal or is a
similar position or in which such person has a 5% or greater beneficial
ownership interest. Our board of directors reviews these related person
transactions and considers all of the relevant facts and circumstances available
to the board of directors, including (if applicable) but not limited to; the
benefits to us; the availability of other sources of comparable products or
services; the terms of the transaction; and the terms available to unrelated
third parties or to employees generally. The board of directors may approve only
those related person transactions that are in, or are not inconsistent with the
best interests of us and of our stockholders, as the board of directors
determines in good faith. At the beginning of each fiscal year, the board of
directors will review any previously approved or ratified related person
transactions that remain ongoing and have a remaining term of more than six
months. The board of directors will consider all of the relevant facts and
circumstances and will determine if it is in the best interests of us and our
stockholders to continue, modify or terminate these related person
transactions.


39





Independence
of Directors





The
Company currently does not have, and is not required to have, a majority of
independent directors. Should the company decide to list on a securities
exchange, we will be required to adhere to the independence requirements of that
exchange. Our present director is not independent because he currently serves as
our only officer.





ITEM
      14.
            PRINCIPAL
      ACCOUNTING FEES AND SERVICES





Audit
Fees





The
following is a summary of the fees billed to us by Pritchett, Siler & Hardy,
P.C., our current independent accountant, for the fiscal years ended December
31, 2009 and 2008, and by Moore & Associates, Chartered, our previous
independent accountant, for professional services rendered for the fiscal years
ended December 31, 2009 and 2008:





Fee Category
                  
                  Fiscal 2009 Fees
                  
                  
                  Fiscal 2008 FeesAudit
      Fees
                  
                  $
                  6,000.00
                  
                  
                  $
                  4,000.00Audit
      Related Fees
                  
                  
                  —
                  
                  
                  
                  —Tax
      Fees
                  
                  
                  —
                  
                  
                  
                  —All
      Other Fees
                  
                  
                  —
                  
                  
                  
                  —Total
      Fees
                  
                  $
                  6,000.00
                  
                  
                  $
                  4,000.00





Audit
Fees consist of fees billed for professional services rendered for the audit of
our financial statements and review of the interim financial statements included
in quarterly reports and services that are normally provided by our independent
accountant in connection with statutory and regulatory filings or
engagements.





Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors





Our sole
director serves as our audit committee.  The audit committee's policy
is to pre-approve all audit and permissible non-audit services provided by the
independent auditors. These services may include audit services, audit-related
services, tax services, and other services. Pre-approval is generally provided
for up to one year, and any pre-approval is detailed as to the particular
service or category of services and is generally subject to a specific budget.
The independent auditors and management are required to periodically report to
the audit committee regarding the extent of services provided by the independent
auditors in accordance with this pre-approval and the fees for the services
performed to date. The audit committee may also pre-approve particular services
on a case-by-case basis.





40




PART
IV





ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES





1.           Financial
Statements:





Index to
Financial Statements





Centenary
      International Corp.Report
      of Independent Registered Public Accounting Firm
                19Balance
      Sheets at December 31, 2009 and December 31, 2008
                20Statements
      of Income for the years ended December 31, 2009 and 2008
                21Statements
      of Changes in Stockholders; Equity for the years ended December 31, 2009
      and 2008
                22Statements
      of Cash Flows for the years ended December 31, 2009 and
      2008
                24Notes
      to Financial Statements
                25





2.           Financial Statement
Schedule(s):





No
financial statement schedules are filed herewith because (i) such schedules are
not required or (ii) the information required has been presented in the
aforementioned financial statements.





3.           Exhibits:





The
following Exhibits are filed as part of this report.





Exhibit No.
            
            Description3.1
            
            Articles
      of Incorporation of the Company (incorporated by reference from the Form
      10-SB filed with the Commission on February 27, 1998).*3.2
            
            By-laws
      of the Company (incorporated by reference from the Form 10-SB filed with
      the Commission on February 27, 1998).*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).*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).*31.1
            
            Certification
      of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities
      and Exchange Act of 1934, as amended, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002.31.2
            
            Certification
      of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities
      and Exchange Act of 1934, as amended, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002.32.1
            
            Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            
            Certification
      of the 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


41


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) 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
      12, 2010
                          By
                          /s/ Carlos Fabian De SousaCarlos Fabian De SousaPresident, Sole Director, Chief Executive Officer, ChiefFinancial Officer and Principal Accounting Officer.





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant, in the
capacities and on the dates indicated.





Signature
                    
                    Title
                    
                    Date/s/ Carlos Fabian De
      Sousa
                    
                    Director
                    
                    May 12, 2010Carlos
      Fabian De Sousa


42


EXHIBITS





EXHIBIT
            
            PAGENO.
            
            NO.
            
            DESCRIPTION3.1
            
            *
            
            Articles
      of Incorporation of the Company (incorporated by reference from the Form
      10-SB filed with the Commission on February 27, 1998).3.2
            
            *
            
            By-laws
      of the Company (incorporated by reference from the Form 10-SB filed with
      the Commission on February 27, 1998).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).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)31.1
            
            41
            
            Certification
      of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities
      and Exchange Act of 1934, as amended, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002.31.2
            
            42
            
            Certification
      of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities
      and Exchange Act of 1934, as amended, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002.32.1
            
            43
            
            Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            
            44
            
            Certification
      of the 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