**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**FORM
      10-KSB/A**


(Amendment
      No. 1)




*(Mark
      One)*




x
            Annual
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934
                for the fiscal year ended**December
                31, 2007**.





o
            Transition
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934
                (*No
                fee required*)
                for the transition period from _________to __________





Commission
      file number: **0-23851**





**CENTENARY
      INTERNATIONAL CORPORATION**


(Name
      of
      Small Business Issuer in Its Charter)





**Nevada**
              (State
                or Other Jurisdiction of Incorporation or
                Organization)
            **90-0294913**
              (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**


(Issuer's
      Telephone Number, Including Area Code)





Securities
      registered under Section 12(g) of the Exchange Act:





Title
                of Each Class
              Common
                Stock ($0.001 Par Value)
            Name
                of each Exchange on Which Registered
              None





Check
      whether the registrant: (1) filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act 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 xNo
o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and if no disclosure will 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-KSB or any
      amendment to this Form 10-KSB o .





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
x No
o





The
      registrant's net sales for the year ended December 31, 2007, were
      $0.





The
      aggregate market value of the registrant's common stock, $0.001 par value (the
      only class of voting stock), held by non-affiliates was approximately $-0-
      for
      the common stock on March 20, 2008.





At
      March
      20, 2008, the number of shares outstanding of the registrant's common stock,
      $0.001 par value (the only class of voting stock), was 576,601.
      Effective March 30, 2007 at 5:00 p.m. Eastern Time, the Company’s outstanding
      Common Stock underwent a 1 share for 100 shares (1 for 100) reverse stock split.
      Immediately following the reverse stock split, the Company had approximately
      193,681 shares of its Common Stock issued and outstanding. Throughout this
      Annual Report, references to shares outstanding refer to pre-reverse split
      shares, unless specifically noted otherwise.







NOTE:
        The
        annual report is being amended for the following purposes:
 
 1.
              To
                  correct disclosure under Item 8A Controls and Procedures concerning:
                  (i)
                  management’s evaluation of its disclosure controls and procedures; and
                  (ii) management’s annual report on internal control over financial
                  reporting; and
 2.
              To
                  provide corrected certifications filed as Exhibits 31.1 and 31.2
                  which
                  inadvertently omitted the portion of the language in the introduction
                  to
                  the fourth paragraph and in paragraph 4(b) relating to internal
                  control
                  over financial reporting.









TABLE
      OF
      CONTENTS





Page
              No.PART
                IItem
                1.
            
            Description
                of Business
            
            3Item
                2.
            
            Description
                of Property
            
            9Item
                3.
            
            Legal
                Proceedings
            
            9Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            9PART
                IIItem
                5.
            
            Market
                for Common Equity and Related Stockholder Matters
            
            9Item
                6.
            
            Management's
                Plan of Operation
            
            10Item
                7.
            
            Financial
                Statements
            
            14Item
                8.
            
            Changes
                in and Disagreements with Accountants on Accounting and
                Financial Disclosure
            
            24Item
                8A.
            
            Controls
                and Procedures
            
            24Item
                8B.
            
            Other
                Information
            
            24PART
                IIIItem
                9.
            
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance
                with Section 16(a) of the Exchange Act
            
            24Item
                10.
            
            Executive
                Compensation
            
            26Item
                11.
            
            Security
                Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters
            
            28Item
                12.
            
            Certain
                Relationships and Related Transactions
            
            29Item
                13.
            
            Exhibits
            
            30Item
                14.
            
            Principal
                Accountant Fees and Services
            
            30Signatures
            
            
            
            31Exhibits
            
            
            
            32




2


**PART
      I**





**ITEM
      1. DESCRIPTION OF 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.





Since
      the
      beginning of 2000, the Company has
      been
      actively seeking one or more operating companies to acquire.





The
      Company is in the development stage, is inactive and has generated no
      significant revenue. We have been funded primarily through loa ns
      from
      officers and shareholders.





***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. We currently have no
      commitment or arrangement, written or oral, to participate in any business
      opportunity and we cannot predict the nature of any potential business
      opportunity we may ultimately consider. 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.




3





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:


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





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





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





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





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





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





***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.




4





***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.





***Form
      of Potential Acquisition or Merger***





We
      cannot
      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.




5





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. It is also probable that
      there will 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.





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, although no such acquisition is planned at the
      present time.




6





**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.





**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.





**Competition**





We
      are
      unable to evaluate the type and extent of our likely competition with respect
      to
      any possible acquisitions. 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
      2008.





**Risk
      Factors**





***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.





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.




7





If
      we
      lose key personnel, we may be unable to successfully operate our business.
      We
      depend on the continued contributions of our executive officers to work
      effectively as a team, to execute our business strategy and to manage our
      business. The loss of key personnel or their failure to work effectively could
      have a material adverse effect on our business, financial condition and results
      of operations.





***Common
      stock price is volatile***





The
      price
      of our common stock is extremely volatile and investors may not be able to
      sell
      their shares at or above their purchase price, or at all. Our stock traded
      on
      the OTC Bulletin Board until the suspension of trading in 2001 due to the
      Company’s failure to file its periodic reports with financial statements on a
      timely basis. Since the suspension, the Company’s common stock has been traded
      in the Pink Sheets. The Company intends to reapply to have its common stock
      traded on the OTC Bulletin Board in the near future, but the Company can give
      no
      assurance that the necessary approval will be obtained or that a viable market
      will continue. The price of our common stock in the public market is highly
      volatile and may fluctuate substantially because of:





*
            actual
                or anticipated fluctuations in ourfuture
                business andoperating
                results;





*
            changes
                in or failure to meet market expectations;
                and





*
            fluctuations
                in stock market price and volume, which are particularly common among
                securities of technology companies, particularly new start-up
                companies.





***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.




8




**ITEM
      2. DESCRIPTION OF PROPERTY**





From
      January 2000 through year end 2007, 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**




During
      first quarter 2007, the Company’s controlling stockholder approved by written
      consent resolutions a proposal to effect a 1 share for 100 shares (1 for 100)
      reverse stock split (“Reverse Stock Split”) of our outstanding shares of common
      stock. The Reverse Stock Split was approved by written consent of our
      controlling stockholder in lieu of a meeting, and by our Board of Directors.
      The
      Reverse Stock Split was the subject of an Information Statement sent by the
      Company to our stockholders. The Reverse Stock Split became effective March
      30,
      2007 at 5:00 p.m. Eastern Time.





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





**PART
      II**





**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS
      MATTERS.**





**Market
      Information**





Our
      common stock has traded over-the-counter. It is listed in the Pink Sheets under
      the symbol "CTYI." 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, 2006:
              
              LOW
              
              HIGH1st
                  Quarter
              
              $
              0.00
              
              
              0.102nd
                  Quarter
              
              
              0.00
              
              
              0.103rd
                  Quarter
              
              
              0.00
              
              
              0.104th
                  Quarter
              
              
              0.00
              
              
              0.10
  YEAR
                  ENDED December 31, 2007:
              
              
              LOW
              
              
              HIGH1st
                  Quarter
              
              $
              0.00
              
              
              0.002nd
                  Quarter
              
              
              0.00
              
              
              0.003rd
                  Quarter
              
              
              0.00
              
              
              0.004th
                  Quarter
              
              
              0.00
              
              
              0.00


9


**Stockholders**




As
      of
      March 20, 2008 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.





**ITEM
      6. MANAGEMENT'S PLAN OF OPERATION**





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.




10





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-KSB.





**Plan
      of Operations**





The
      Company’s current focus is to seek out and consummate a merger with 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.





The
      Company has not yet entered into any agreement, nor do we have any commitment
      or
      understanding to enter into or become engaged in any transaction, as of the
      date
      of this filing. As of the date hereof, we have not made any arrangements or
      definitive agreements to use outside advisors or consultants 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**





During
      the twelve month period ended December 31, 2007, the Company remained in the
      development stage and has generated no revenues.





***Net
      Income and Losses***





During
      the twelve month period ended December 31, 2007, we did not realize any revenues
      from operations. Similarly, we did not realize any revenues from operations
      during the year ended December 31, 2006. We recorded other income in the amount
      of $5,117 in the year ended December 31, 2007, as compared to other income
      as a
      result of the expiration of debt in the amount of $44,838 recorded during the
      year ended December 31, 2006. General and administrative expenses totaled
      $98,459 in the year ended December 31, 2007, an increase of $42,823 over the
      $55,636 of general and administrative expenses incurred in the year ended
      December 31, 2006. Interest expense incurred in the year ended December 31,
      2007
      was $4,775, a decrease of $8,700 from the $13,475 interest expense incurred
      in
      the year ended December 31, 2006.




11





As
      a
      result of the foregoing, the Company incurred a net loss of $98,117, or ($0.44)
      per share, in the year ended December 31, 2007, compared to a net loss of
      $24,273, or ($0.13) per share, in the year ended December 31, 2006.





***Capital
      Expenditures***





The
      Company expended no amounts on capital expenditures during the year ended
      December 31, 2007.





***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, 2007 the Company has only $5,000 in total assets, with total
      liabilities of $39,400. The liabilities consist primarily of notes payable
      and
      accounts payable.





Cash
      flow
      used in operating activities was $105,636 for the twelve month period ended
      December 31, 2007, 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. We have no current commitments or arrangements
      with respect to, or immediate sources of funding. Further, no assurances can
      be
      given that funding, if needed, would be available or available to us on
      acceptable terms. Although, our 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.





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





The
      Company has no current plans to make any changes in the number of
      employees.





***Critical
      Accounting Policies***





In
      the
      notes to the audited consolidated financial statements for the year ended
      December 31, 2007, included in this Form 10-KSB, the Company discusses those
      accounting policies that are considered to be significant in determining the
      results of operations and its financial position. The Company believes that
      the
      accounting principles utilized by it conform to accounting principles generally
      accepted in the United States of America.





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





12


***Going
      Concern***




The
      Company’s audit 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 $2,277,952 as
      of
      December 31, 2007. 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 (2) obtaining loans and grants
      from
      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, 2007, the Company
      adopted the following accounting pronouncements:





In
      December 2007, the FASB issued SFAS 160, “Noncontrolling interests in
      Consolidated Financial Statements - an amendment of ARB No. 51”. This Statement
      amends ARB 51 to establish accounting and reporting standards for the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. It clarifies that a noncontrolling interest in a subsidiary is
      an
      ownership interest in the consolidated entity that should be reported as equity
      in the consolidated financial statements. This Statement is effective for fiscal
      years beginning on or after December 15, 2008. Early adoption is not permitted.
      Management is currently evaluating the effects of this statement, but it is
      not
      expected to have any impact on the Company’s financial statements.





In
      February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities. SFAS 159 creates a fair value option allowing
      an entity to irrevocably elect fair value as the initial and subsequent
      measurement attribute for certain financial assets and financial liabilities,
      with changes in fair value recognized in earnings as they occur. SFAS 159 also
      requires an entity to report those financial assets and financial liabilities
      measured at fair value in a manner that separates those reported fair values
      from the carrying amounts of assets and liabilities measured using another
      measurement attribute on the face of the statement of financial position.
      Lastly, SFAS 159 requires an entity to provide information that would allow
      users to understand the effect on earnings of changes in the fair value on
      those
      instruments selected for the fair value election. SFAS 159 is effective for
      fiscal years beginning after November 15, 2007 with early adoption permitted.
      The Company is continuing to evaluate SFAS 159 and to assess the impact on
      its
      results of operations and financial condition if an election is made to adopt
      the standard.





In
      September 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (GAAP), and expands disclosures about fair value
      measurements. Where applicable, SFAS No. 157 simplifies and codifies
      related guidance within GAAP and does not require any new fair value
      measurements. SFAS No. 157 is effective for financial statements issued for
      fiscal years beginning after November 15, 2007, and interim periods within
      those fiscal years. Earlier adoption is encouraged. The Company does
      not expect the adoption of SFAS No. 157 to have a significant effect on its
      financial position or results of operation.




13





**ITEM
      7. FINANCIAL STATEMENTS**





Financial
      statements as of and for the fiscal years ended December 31, 2007 and 2006,
      have
      all been examined to the extent indicated in their report by Moore &
Associates, Chartered, independent certified public accountants, and have been
      prepared in accordance with generally accepted accounting principles and
      pursuant to Regulation S-B as promulgated by the SEC. The aforementioned
      financial statements are included below.




14


**MOORE
      & ASSOCIATES, CHARTERED**


** *ACCOUNTANTS
      AND ADVISORS*


*PCAOB REGISTERED*





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





**To
      the Board of Directors**


**Centenary
      International Corporation**


(A
      Development Stage Company)




We
      have
      audited the accompanying balance sheet of Centenary International Corporation
      (A
      Development Stage Company) as of December 31, 2007 and December 31, 2006, and
      the related statements of operations, stockholders’ equity and cash flows for
      the years ended December 31, 2007 and December 31, 2006 and since inception
      on
      January 1, 2000 through December 31, 2007. These financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes 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
      (A Development Stage Company) as of December 31, 2007 and December 31, 2006,
      and
      the related statements of operations, stockholders’ equity and cash flows for
      the years ended December 31, 2007 and December 31, 2006 and since inception
      on
      January 1, 2000 through December 31, 2007, in conformity with accounting
      principles generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 3 to the financial
      statements, the Company does not have an established source of revenues
      sufficient to cover its operating expenses, which raises substantial doubt
      about
      its ability to continue as a going concern. Management’s plans concerning these
      matters are also described in Note 3. The financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.





***/s/
      Moore & Associates, Chartered***





Moore
      & Associates Chartered


Las
      Vegas, Nevada


March
      19,
      2008





*2675
      S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
      253-7501*




15




**Centenary
                International Corporation****(A
                Development Stage Company)**Balance
                Sheets


December
                  31,
              
              December
                  31,2007
              
              2006ASSETSCURRENT
                  ASSETSCash
              
              $
              -
              
              $
              -Prepaid
                  expenses
              
              
              5,000
              
              
              -Total
                  Current Assets
              
              
              5,000
              
              
              -TOTAL
                  ASSETS
              
              $
              5,000
              
              $
              -LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              6,523
              
              $
              9,221Accounts
                  payable - related parties
              
              
              12,918
              
              
              12,398Accrued
                  interest payable
              
              
              96
              
              
              437Payroll
                  liabilities
              
              
              -
              
              
              75,000Notes
                  payable -related parties
              
              
              19,863
              
              
              30,727Total
                  Current Liabilities
              
              
              39,400
              
              
              127,783STOCKHOLDERS'
                  EQUITY (DEFICIT)Common
                  stock; 50,000,000 shares authorized,at
                  $0.001 par value, 576,601 and 193,600 sharesissued
                  and outstanding, respectively
              
              
              577
              
              
              194Additional
                  paid-in capital
              
              
              8,562,081
              
              
              8,370,964Deficit
                  accumulated prior to the development stage
              
              
              (6,319,106
              )
              
              (6,319,106
              )Deficit
                  accumulated during the development stage
              
              
              (2,277,952
              )
              
              (2,179,835
              )Total
                  Stockholders' Equity (Deficit)
              
              
              (34,400
              )
              
              (127,783
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS'EQUITY
                  (DEFICIT)
              
              $
              5,000
              
              $
              -


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




16


**Centenary
                  International Corporation****(A
                  Development Stage Company)**Statements
                  of Operations


For
                  the Years Ended
                December
                  31,
              
              From
                  Inception
                January
                  1,
                2000
                  Through
                December
                  31,2007
              
              2006
              
              2007REVENUES
              
              $
              
              
              $
              
              
              $
              -EXPENSESGeneral
                  and administrative
              
              
              98,459
              
              
              55,636
              
              
              417,966Total
                  Expenses
              
              
              98,459
              
              
              55,636
              
              
              417,966OTHER
                  INCOME (EXPENSES)Other
                  income
              
              
              5,117
              
              
              44,838
              
              
              52,832Interest
                  expense
              
              
              (4,775
              )
              
              (13,475
              )
              
              (206,250
              )Total
                  Other Income
              
              
              342
              
              
              31,363
              
              
              (153,418
              )LOSS
                  FROM CONTINUINGOPERATIONS
              
              
              (98,117
              )
              
              (24,273
              )
              
              (571,384
              )LOSS
                  FROM DISCONTINUEDOPERATIONS
              
              
              -
              
              
              -
              
              
              (1,706,568
              )NET
                  LOSS BEFORE INCOME TAXES
              
              
              (98,117
              )
              
              (24,273
              )
              
              (2,277,952
              )PROVISION
                  FOR INCOME TAXES
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              (98,117
              )
              $
              (24,273
              )
              $
              (2,277,952
              )BASIC
                  LOSS PER COMMON SHARE
              
              $
              (0.44
              )
              $
              (0.13
              )WEIGHTED
                  AVERAGENUMBER
                  OF COMMON SHARESOUTSTANDING
              
              
              225,517
              
              
              193,600


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




17


**Centenary
                  International Corporation****(A
                  Development Stage Company)**Statements
                  of Stockholders' Equity
                  (Deficit)




AdditionalCommon
                  Stock
              
              Paid-In
              
              AccumulatedShares
              
              Amount
              
              Capital
              
              Deficit
              
              TotalBalance,
                  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.




18




**Centenary
                  International Corporation****(A
                  Development Stage Company)**Statements
                  of Cash Flows


For
                    the Years Ended
                  December
                    31,
              
              From
                  Inceptionon
                  January 1,
                2000
                  Through
                December
                  31,2007
              
              2006
              
              2007OPERATING
                  ACTIVITIESNet
                  income (loss)
              
              $
              (98,117
              )
              $
              (24,273
              )
              $
              (2,277,952
              )Adjustments
                  to reconcile net loss tonet
                  cash used by operating activities:Discountinued
                  operations
              
              
              -
              
              
              -
              
              
              2,677,112Gain
                  on expiration of debt
              
              
              -
              
              
              (44,838
              )
              
              (1,015,382
              )Changes
                  in operating assets and liabilitiesIncrease
                  in prepaid expenses
              
              
              (5,000
              )
              
              -
              
              
              (5,000
              )Increase
                  (decrease) in accrued expenses
              
              
              (341
              )
              
              116
              
              
              220,480Increase
                  in accounts payable
              
              
              (2,178
              )
              
              13,430
              
              
              239,541Net
                  Cash Used by Operating Activities
              
              
              (105,636
              )
              
              (55,565
              )
              
              (161,201
              )INVESTING
                  ACTIVITIES
              
              
              -
              
              
              -
              
              
              -FINANCING
                  ACTIVITIESBorrowings
                  of notes payable
              
              
              105,636
              
              
              55,565
              
              
              161,201Net
                  Cash Provided by Operating Activities
              
              
              105,636
              
              
              55,565
              
              
              161,201NET
                  DECREASE IN CASH
              
              
              -
              
              
              -
              
              
              -CASH
                  AT BEGINNING OF PERIOD
              
              
              -
              
              
              -
              
              
              -CASH
                  AT END OF PERIOD
              
              $
              -
              
              $
              -
              
              $
              -SUPPLIMENTAL
                  DISCLOSURES OFCASH
                  FLOW INFORMATIONCASH
                  PAID FOR:Interest
              
              $
              -
              
              $
              -
              
              $
              -Income
                  Taxes
              
              $
              -
              
              $
              -
              
              $
              -NON
                  CASH FINANCING ACTIVITIES:Contributed
                  capital
              
              $
              -
              
              $
              10,929
              
              $
              10,929Common
                  stock issued for debt
              
              $
              191,500
              
              $
              -
              
              $
              191,500


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




19






**Centenary
      International Corporation**


(A
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2007 and 2006




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, 2007. 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, 2007Loss
              
              Shares
              
              Per
                  Share(Numerator)
              
              (Denominator)
              
              Amount$
              (98,117
              )
              
              225,517
              
              $
              (0.44
              )
 
 For
                  the Year EndedDecember
                  31, 2006Income
              
              Shares
              
              Per
                  Share(Numerator)
              
              (Denominator)
              
              Amount$
              (24,273
              )
              
              193,600
              
              $
              (0.13
              )


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.





20


**Centenary
      International Corporation**


(A
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2007 and 2006




NOTE
      2
      -  SIGNIFICANT
      ACCOUNTING POLICIES (Continued)





c. Provision
          for Taxes (Continued)





Net
      deferred tax assets consist of the following components as of December 31,
      2007
      and 2006:


2007
              
              2006Deferred
                  tax assetsNOL
                  Carryover
              
              $
              682,180
              
              $
              643,914Valuation
                  allowance
              
              
              (682,180
              )
              
              (643,914
              )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 39% to pretax income from
      continuing operations for the years ended December 31, 2007 and 2006 due to
      the
      following:


2007
              
              2006Book
                  loss
              
              $
              (38,266
              )
              $
              (9,466
              )Valuation
                  allowance
              
              
              38,266
              
              
              9,466$
              -
              
              $
              -





At
      December 31, 2007, the Company had net operating loss carryforwards of
      approximately $3,128,000 that may be offset against future taxable income
      through the year 2027. No tax benefit has been reported in the December 31,
      2007
      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, 2007, 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.




21


**Centenary
      International Corporation.**


(A
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2007 and 2006





NOTE
      2 -  SIGNIFICANT
      ACCOUNTING POLICIES (Continued)





f.
      Recently Issued Accounting Pronouncements





In
      December 2007, the FASB issued SFAS 160, “Noncontrolling interests in
      Consolidated Financial Statements - an amendment of ARB No. 51”. This Statement
      amends ARB 51 to establish accounting and reporting standards for the
      noncontrolling interest in a subsidiary and for the deconsolidation of a
      subsidiary. It clarifies that a noncontrolling interest in a subsidiary is
      an
      ownership interest in the consolidated entity that should be reported as equity
      in the consolidated financial statements. This Statement is effective for fiscal
      years beginning on or after December 15, 2008. Early adoption is not permitted.
      Management is currently evaluating the effects of this statement, but it is
      not
      expected to have any impact on the Company’s financial statements.





In
      February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
      Assets and Financial Liabilities. SFAS 159 creates a fair value option allowing
      an entity to irrevocably elect fair value as the initial and subsequent
      measurement attribute for certain financial assets and financial liabilities,
      with changes in fair value recognized in earnings as they occur. SFAS 159 also
      requires an entity to report those financial assets and financial liabilities
      measured at fair value in a manner that separates those reported fair values
      from the carrying amounts of assets and liabilities measured using another
      measurement attribute on the face of the statement of financial position.
      Lastly, SFAS 159 requires an entity to provide information that would allow
      users to understand the effect on earnings of changes in the fair value on
      those
      instruments selected for the fair value election. SFAS 159 is effective for
      fiscal years beginning after November 15, 2007 with early adoption permitted.
      The Company is continuing to evaluate SFAS 159 and to assess the impact on
      its
      results of operations and financial condition if an election is made to adopt
      the standard.





In
      September 2006, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (GAAP), and expands disclosures about fair value
      measurements. Where applicable, SFAS No. 157 simplifies and codifies
      related guidance within GAAP and does not require any new fair value
      measurements. SFAS No. 157 is effective for financial statements issued for
      fiscal years beginning after November 15, 2007, and interim periods within
      those fiscal years. Earlier adoption is encouraged. The Company does
      not expect the adoption of SFAS No. 157 to have a significant effect on its
      financial position or results of operation.





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, 2007.





22


**Centenary
      International Corporation.**


(A
      Development Stage Company)


Notes
      to
      the Financial Statements


December
      31, 2007 and 2006





NOTE
      2 -  SIGNIFICANT
      ACCOUNTING POLICIES (Continued)





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.





NOTE
      4
      -  RELATED
      PARTY TRANSACTIONS





During
      the year ended December 31, 2006, shareholders of the Company contributed
      $10,929 of expenses paid on its behalf to the capital of the
      Company.





The
      Company owes $12,918 to its President for fees as of December 31,
      2007.





The
      Company owes notes payable to shareholders of $19,863 plus accrued interest
      of
      $96 as of December 31, 2007. The notes payable accrue interest at LIBOR plus
      2%
      per annum, are unsecured and due upon demand.





During
      the year ended December 31, 2007, the Company issued 383,001 shares of its
      common stock in satisfaction $191,500 of related party debt.





23


**ITEM
              8.**
            **CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE.**





None.





**ITEM
      8A. 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, 2007. 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 not 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 ,
        for the
        following reason:
 
 -
        we
        overlooked the inclusion of our management’s annual report on internal control
        over financial reporting in our initial annual report filed on Form 10-KSB
        for
        the year ended December 31, 2007, and as a result we determined that we had
        a
        material weakness in our ability to determine certain changes in the laws
        that
        affect our disclosure obligations.
  We
        are
        developing a plan to ensure that we are aware of changes in the laws that
        affect
        our disclosure obligations, to ensure that all information required to be
        disclosed by us in the reports we submit under the Exchange Act is recorded,
        processed, summarized and reported accurately and timely. As of the date
        of this
        amended report, we have taken the following steps to address the material
        weakness in our disclosure controls and procedures:
 
 1.
            Before
                each report is prepared, we will review the Commission’s website,
                www.sec.gov,in
                an effort to determine any recent changes in the laws affecting our
                disclosure obligations; and 2.
            As
                each report is prepared, we will discuss with our independent consultants
                who assist us in the preparation of the reports and financial statements
                included within the reports whether they are aware of any recent
                changes
                in the laws affecting our disclosure
                obligations. 
 The
        remainder of our plan involves seeking additional training of existing personnel
        in the area of SEC reporting issues and/or, to the extent deemed necessary,
        the
        possible hiring of personnel or outside consultants who are familiar and
        conversant with SEC reporting issues.
 
 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,
        2007.
 
 During
        the quarter ended December 31, 2007, 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.





**ITEM
      8B. OTHER INFORMATION**





None.





**PART
      III**





**ITEM
              9.**
            **DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                SECTION
                16(a) OF THE EXCHANGE ACT**





The
      following table sets forth certain information regarding our executive officers
      and directors: as of December 31, 2007:


Name
              
              Age
              
              PositionCarlos
                  Fabian De Sousa
              
              40
              
              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.


24





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
      developed his professional activities since 1993 in the Oil & Gas Industry
      in Argentina. 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.





**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 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, barring, suspending or otherwise limiting his involvement in any
      type
      of business, securities or banking activities; or





(4)
      was
      found by a court of competent jurisdiction (in a civil action), the Securities
      and Exchange Commission or the Commodity Futures Trading Commission to have
      violated a federal or state securities or commodities law, and the judgment
      has
      not been reversed, suspended or vacated.




25





**Compliance
      with Section 16 of the Exchange Act**





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, 2007, 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, except as described below:





On
      July
      1, 1999 Centenary Group S.A. sold 5,000 shares (500,000 pre-split shares) for
      approximately $100,000. On March 4, 2005 Centenary Group S.A. made two separate
      sales of 5,000 shares (500,000 pre-split shares) each, and received
      approximately $5,000 from each sale. Centenary Group S.A. did not file Form
      4
      reports describing these transactions until October 10, 2007. On November 2,
      2006, Centenary Group S.A. sold 128,919 shares (12,891,895 pre-split shares)
      to
      Centenary S.A. for approximately $145,000. Centenary Group S.A. filed a Form
      4
      report to report this transaction on October 10, 2007. Also on November 2,
      2006,
      Centenary S.A. sold 128,919 shares (12,891,895 pre-split shares) to Mr.
      Cristobal Manuel Lopez for approximately $145,000. Centenary S.A. filed a Form 3
      report and a Form 4 report relating to its acquisition and disposition of these
      shares on October 11, 2007. Mr. Cristobal Manuel Lopez filed a Form 3 report
      relating to his acquisition of these shares on October 15, 2007. Mr. Carlos
      Fabian De Sousa became a director of the Company on November 19, 2007, but
      did
      not file his initial Form 3 report until December 5, 2007.





**ITEM
      10. EXECUTIVE COMPENSATION**





The
      following table shows compensation earned during fiscal 2007 and 2006 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.





SUMMARY
      COMPENSATION TABLE


Annual
                  Compensation
              
              
              
              Long
                  Term and Other CompensationName
                      and
                    Principal
                      Positions
              
              Fiscal
                    Year
              
              Salary
              
              Bonus
              
              Other
                      Annual
                    Compensation(1)
              
              Number
                      of Securities Underlying
                    Options
              
              All
                      Other
                    CompensationCarlos
                  Fabian De Sousa
              
              
              2007
              
              $
              -0-
              
              $
              -0-
              
              $
              -0-
              
              
              -0-
              
              
              -0-CEO,
                  CFO & DirectorHector
                  Patron Costas
              
              
              2007
              
              $
              -0-
              
              $
              -0-
              
              $
              60,000
              
              
              -0-
              
              
              -0-Former
                  CEO, CFO & Director
              
              
              2006
              
              $
              -0-
              
              $
              -0-
              
              $
              10,000
              
              
              -0-
              
              
              -0-




(1)
      From
      approximately November 1, 2006 through December 31, 2007, Hector Patron Costas
      received a director’s fee of $5,000 per month. On an annualized basis, this
      equals $60,000 per year.




26





**Bonuses
      and Deferred Compensation**





None.





**Other
      Director Compensation**





Hector
      Patron Costas received a director’s fee of $5,000 per month from approximately
      November 1, 2006 through December 31, 2007. Mr. De Sousa currently is not
      receiving any compensation for serving as an officer, director or employee
      of
      the Company.





**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 options 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.





**Other
      compensation**





None.




27





**ITEM
              11.**
            **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 of the
      Company’s common stock as of March 20, 2008, 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.


**Name
                  and Address**
              
              **Number
                    of Shares Beneficially Owned**
              
              **Percent
                    of Class**MR.
                      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.





**Security
      ownership of management**





The
      following table sets forth the share holdings of the Company's directors and
      executive officers as of March 20, 2008, 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, as described
      otherwise below.


**Name
                  and Address**
              
              **Number
                  of Shares Beneficially Owned**
              
              **Percent
                  of Class**MR.
                  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.




28




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 one year holding period has been met, except for certain shares
      issued in 2007 while the Company was a shell company. Under the recent
      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
      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.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**





**Transaction
      with Management and Others**





During
      the past two fiscal years ending December 31, 2007, 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 three completed fiscal years, and in which
      any  promoter,
      founder,  director
      or executive officer, or any security holder who is known to us to own of record
      or beneficially more than five percent of the our common stock, or any member
      of
      the immediate family of any of the foregoing persons, had a material interest,
      except for the following:





(1)
      during the year ended December 31, 2006, Hector Patron Costas, who then served
      as the Company’s Chief Executive Officer and was also a shareholder of the
      Company, contributed $10,929 of expenses paid on its behalf to the capital
      of
      the Company;





(2)
      the
      Company owes $12,918 to Hector Patron Costas, its former Chief Executive
      Officer, for fees as of December 31, 2007;





(3)
      during 2007, 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, 2007, the Company owed notes
      payable to Oil m&s S.A. in the amount of $19,863 plus accrued interest of
      $96.00. The notes payable accrue interest at LIBOR plus 2% per annum, are
      unsecured and are due upon demand;




29





(4)
      during the year ended December 31, 2007, the Company issued 233,001 shares
      of
      its common stock to Oil m&s S.A. for the conversion of $116,500.50 of debt
      owed by the Company to Oil m&s S.A.;





(5)
      during the year ended December 31, 2007, Mr. Lopez received 150,000 shares
      of
      the Company’s common stock as payment for a $75,000 obligation which the Company
      had to Mr. Lopez for consulting services rendered during 2006 and
      2007.





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.





**ITEM
      13. EXHIBITS**





Exhibits
      required to be attached by Item 601 of Regulation S-B are listed in the Index
      to
      Exhibits on page 32 of this Form 10-KSB, and are incorporated herein by this
      reference.





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





**Audit
      Fees**





The
      following is a summary of the fees billed to us by Moore & Associates,
      Chartered for professional services rendered for the fiscal years ended December
      31, 2007 and 2006:


Fee
                  Category
              
              Fiscal
                  2007 Fees
              
              Fiscal
                  2006 FeesAudit
                  Fees
              
              $
              3,750.00
              
              $
              2,750.00Tax
                  Fees
              
              
              —
              
              
              —All
                  Other Fees
              
              
              —
              
              
              —Total
                  Fees
              
              $
              3,750.00
              
              $
              2,750.00





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 Moore &
Associates, Chartered, 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**





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.




30


**SIGNATURES**





In
      accordance with the Exchange Act, the registrant has duly caused this report
      to
      be signed on its behalf by the undersigned, thereunto duly
      authorized.


Centenary
              International CorporationDate:
              August 26, 2008
            By
            /s/
                Carlos Fabian De SousaCarlos
                Fabian De Sousa
              President,
                Sole Director, Chief Executive Officer,
              Chief
                Financial Officer and Principal Accounting Officer.


In
      accordance with the Exchange Act, 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
              
              August
                  26, 2008Carlos
                  Fabian De Sousa
  31


**EXHIBITS**


EXHIBIT
                  NO.
              
              PAGE
                  NO.
              
              DESCRIPTION3.1
              
              *
              
              Articles
                  of Incorporation of the Company (incorporated by reference to the
                  Form
                  10-SB filed with the Commission on February 27, 1998).3.2
              
              *
              
              By-laws
                  of the Company (incorporated by reference to 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).31.1
              
              33
              
              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
              
              34
              
              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
              
              35
              
              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
              
              36
              
              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.
  32