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

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  FOR  THE  YEAR  ENDED  DECEMBER  31,  1998.
                                          OR
[  ]    TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934

        Commission  File  Number  000-23851

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

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

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

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

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:         None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $.001
                                                              (Title  of  Class)

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

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

     The  Company had revenues of $113,163, 078 for its most recent fiscal year.

     As  of  March  17,  1999,  there  were outstanding 18,963,500 shares of the
registrant's  $.001  par value Common Stock, and the aggregate market value held
by  non-affiliates  was  approximately  $6,400,181.

<PAGE>
<TABLE>
<CAPTION>
                               Table  of  Contents

<S>         <C>                                                             <C>

PART I

Item 1.     Description of Business                                          1

Item 2.     Description of Property                                          7

Item 3.     Legal Proceedings                                                8

Item 4.     Submission of Matters to a Vote of Security Holders              8

PART II

Item 5.     Market for Common Equity
            and Related Stockholder Matters                                  8

Item 6.     Management's Discussion and Analysis                             9

Item 7.     Financial Statements                                            16

Item 8.     Changes in and Disagreements with Accountant
            on Accounting and Financial Disclosure                          16

PART III

Item 9.     Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act               18

Item 10.    Executive Compensation                                          19

Item 11.    Security Ownership of Certain Beneficial Owners and Management  21

Item 12.    Certain Relationships and Related Transactions                  22

PART IV

Item 13.    Exhibits and Reports on Form 8-K                                24

SIGNATURES                                                              26
</TABLE>

<PAGE>
                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

GENERAL

     Centenary  International  Corp.  (the  "Company")  conducts  its operations
through  its  99% owned subsidiary, Centenary S.A., and, as of February 1, 1999,
its  100% owned subsidiary, Platafreight S.A.  References to the Company include
these subsidiaries.  The Company's business is the international trading of food
commodities (agriproducts).  The Company trades agriproducts such as wheat, corn
and  other  grains, poultry, beans, edible oils, other foods and livestock meal.
Beginning  February  1,  1999,  the Company provided freight forwarding services
through Platafreight S.A.  The Company's executive office is located in New York
City.  The  Company's  operations  office is located in Buenos Aires, Argentina.

     Almost all of the Company's operating revenues are generated outside of the
United States from customers worldwide.  The Company conducts its food commodity
trading  activities  in  the Pacific region, Mercosur (the South American Common
Market), the Mediterranean region, Russia and other nations of the former Soviet
Union,  China  and  the  Far  East,  Africa,  the Middle East, the Caribbean and
Europe.

     The company also owns and operates a 70,000 acre (24,000 hectares) ranch in
Argentina  located near  the  city  of Salta.  The ranch was purchased primarily
to  develop  an  olive  tree  grove  and olive oil production facility.  Current
operations  of  the  ranch  are  insignificant  to the overall operations of the
company.  However,  beginning  with  the  first  olive  harvest  and  olive  oil
production,  expected  in  2000,  the  Company  anticipates  tha t the olive oil
operation  will  increase  significantly  in  future years.  The ranch currently
includes  2,500  acres  (1,000  hectares)  of  an olive tree grove, 12,000 acres
(5,000  hectares)  for  cattle  breeding,  240  acres  (100 hectares) of planted
tobacco  and  720  acres (300 hectares) of planted alfalfa.

     In December, 1998, the Company purchased an additional 82,000 acre ranch in
Argentina  located  near  the city of Morillo, which will be legally transferred
to the Company in 1999.

     For  the  year  ended  December  31,  1998,  the  Company  had  revenues of
$113,163,078  and  a  net  pre  tax  profit  of  $852,447.

     The Company's common stock is traded on the over-the-counter bulletin board
("OTC  BB")  under  the  trading  symbol  "RRRI".

<PAGE>
HISTORICAL

     The  Company  was  incorporated under Nevada law on June 10, 1997 under the
name Grayhawk Stained Glass, Inc.  In November, 1997, the Company acquired Paint
Rock Energy, Inc., which was engaged in the oil and gas business,  at which time
the  Company changed its name to R&R Resources, Inc.  In June, 1998, the Company
acquired  Subsurface  Energy  Corp.,  which  also was engaged in the oil and gas
business.

     On  November  12, 1998, the Company acquired 100% of the outstanding shares
of  Centenary  S.A., an Argentine corporation from the stockholders of Centenary
S.A. in exchange for 15,053,500 shares of the Company's common stock, which were
all  issued  to Centenary Group S.A.  All of the former Directors of the Company
resigned,  and  the  current  Directors  were  appointed.   Centenary Group S.A.
became  a  control  person  of  the  Company.  The  terms  and conditions of the
acquisition  were  determined  by  the parties through arms length negotiations.
Subsequently, and pursuant to Argentina law which requires at least two entities
as  owners  of  an  Argentine  corporation, the Company sold 1% of its equity in
Centenary  S.A.  to  Centenary  Group  S.A., a Uruguayan corporation, for a note
receivable  of  $176,000.

     Concurrent with the acquisition of Centenary S.A., the Company entered into
a  Rescission  Agreement  ("Pilares Rescission Agreement") pursuant to which the
Company  rescinded  its  prior Acquisition Agreement and Assignment with Pilares
Oil  &  Gas,  Inc.  ("Pilares").  Pursuant  to  this  Acquisition  Agreement and
Assignment,  Pilares  had  conveyed  300,000  shares  of Paint Rock Energy, Inc.
("Paint  Rock")  to the Company in exchange for 3,185,000 shares of common stock
of  the  Company.  Paint  Rock  is in the oil and gas business.  Pursuant to the
Pilares  Rescission  Agreement,  Pilares  tendered  the  3,185,230 shares of the
Company's  common  stock  to  the  Company, and the Company tendered the 300,000
shares  of  Paint  Rock  stock to Pilares. The 3,185,000 shares of the Company's
common  stock were then canceled.  At the time of this rescission, Pilares Oil &
Gas  was  a holder of approximately 13% of the common stock of the Company.  The
terms  and  conditions  of the rescission were determined by the parties through
arms  length  negotiations.  However,  no  appraisal  was  conducted.

     Also concurrent with the acquisition of Centenary S.A., the Company entered
into  a Rescission Agreement ("Gassiot Rescission Agreement")  pursuant to which
the  Company rescinded its prior Acquisition Agreement and Assignment with Jimmy
M.  Gassiot ("Gassiot").  Pursuant to this Acquisition Agreement and Assignment,
Gassiot  had conveyed 50 shares of Subsurface Energy Corp. (ASubsurface") to the
Company  which  represented  all of the shares of Subsurface then outstanding in
exchange  for 2,060,000 shares of common stock of the Company.  Subsurface is in
the oil and gas business.  Pursuant to the Gassiot Rescission Agreement, Gassiot
tendered  the  2,060,000  shares  of the Company's stock to the Company, and the
Company  tendered  the  50  shares of Subsurface stock to Gassiot. The 2,060,000
shares  of  the  Company's common stock were then canceled.  At the time of this
rescission, Mr. Gassiot was a holder of approximately 10% of the common stock of
the  Company.  The  terms  and  conditions  of  the

<PAGE>
rescission  were  determined  by  the  parties through arms length negotiations.
However,  no  appraisal  was  conducted.

     The  Pilares Rescission Agreement and the Gassiot Rescission Agreement were
entered  into  concurrent with the acquisition of 100% of the stock of Centenary
S.A.  and  were  conditions  to  the acquisition.  The Board of Directors of the
Company  determined  that  in  view  of the change of business operations of the
Company  once the Centenary S.A. transaction was consummated that it would be in
the best interest of the Company to divest itself of its oil and gas businesses.

     On  February  1,  1999,  the  Company acquired Platafreight S.A., a freight
forwarder  which  had  1998  annual  revenues  of  approximately  $13,000,000.

     The  Company  has  50,000,000  authorized  shares  of common stock of which
18,963,500 shares are outstanding as of December 31, 1998. Centenary Group S.A.,
an  Uruguayan  private  corporation,  owns  approximately 79.4% of the shares of
common  stock  of  the  Company.  Centenary  Group  S.A.  has  a  website  at
www.centenarygroup.com.

BUSINESS  OPERATIONS

The Company currently operates primarily in one segment, which is the trading of
food commodities.  During 1998, the Company had net revenues of $113,163,078 and
shipped  603,986  metric  tons of food commodities.  The Company buys, sells and
markets  food commodities such as wheat and other grains, corn, beans, livestock
meal,  edible  oils, poultry and other foods. The Company's principal sources of
these products are South American agriproducers, such as silo operators and farm
cooperatives.

     According  to  Mercado  magazine,  Centenary  S.A.  is  ranked as the tenth
largest  export  firm  in  Argentina.  Centenary  S.A. began operations in 1991.

     The  Company's  business  involves  the  identification  of  the demand for
agriproducts  internationally  and  fulfilling  the  need through its network of
agriproducers.  The  business  consists  of  purchasing  food commodities in the
country  of  origin  from  agriproducers,  hiring ships in the world sea freight
market,  shipping  on  a  F.O.B. basis, borrowing on credit lines, obtaining the
buyer's collateral and selling the food commodities to a customer.  The purchase
and  sale  often  take  place  at  approximately  the  same  time.

     World  demand  for  agriproducts  changes  because  of  weather,  economic,
political,  geographical  and  other  factors.  The  most  important  factors
influencing  the  trading  of  commodities  are  import  regulations  and taxes,
government  foreign exchange policies and the balance of trade of the purchasing
country.

<PAGE>
     Once  demand  for agriproducts has been identified, the Company searches to
find  the  required  product  among  the  supplying and exporting countries. The
Company  coordinates  the  availability  and  quality  of  the merchandise, port
facilities,  loading, freight, schedules, financing, guarantees, and control and
document  requirements  for  each  transaction.

     The  Company's  sales  consist  primarily  of high volume transactions. The
majority  of the products have international specifications. The reference point
for prices is generally the spot or futures market in world trading centers. The
Company  limits its market risk exposure in a each food commodity transaction by
often  purchasing  and  selling  at  approximately the same time. Credit risk is
limited  because  the  Company's customers are generally large, well-established
companies.

     The  principal  customers  of the Company are food producers and processors
worldwide. None of the Company's business is dependent on a single customer or a
few  customers.  No  customer  represents  more than 10% of the Company's sales.

     The  Company's  primary  markets  are: the Pacific, Caribbean, Middle East,
Russia  and former Soviet countries, Africa, Mercosur (the South American Common
Market),  China and the Far East.  Sales to other countries in other regions are
in  response to specific trading opportunities and are not necessarily recurring
in  nature.

     Revenues  were $113,163,078 in 1998, and $105,857,354 in 1997.  The Company
shipped  603,986  metric  tons  of  food commodities in 1998 compared to 374,177
metric  tons in 1997.  The 7% increase in sales was attributable primarily to an
increase  in  volume  of 61% at significantly lower selling prices than in 1997.
The  lower  prices  are reflective of the commodities market in general in 1998.
See,  Management's  Discussion  and  Analysis.

SEASONALITY  OF  BUSINESS

     In  any year, the availability and price of food commodities are subject to
wide  fluctuations  due  to  unpredictable  factors  such  as  weather, planting
decisions  of  growers,  government  policies,  economic  conditions, changes in
global demand, and production of competitive or substitute crops.  The Company's
ability  to  deliver  and remain competitive is dependent on the availability of
sea  and  land  transportation  at  reasonable  prices.

Price  variations  caused  by normal market volatility and availability (or lack
thereof) of agriproducts at harvest can cause wide fluctuations in the Company's
shipments  to  customers  on  a month to month basis.  Markets for the Company's
products  are  highly  price  and  service  competitive.

PROPERTIES

     Substantially  all  of  the  company's  real estate and fixed assets are in
Argentina.  The  Company's executive offices in New York City are provided by an
officer  of  the  Company.  See, Certain Relationships and Related Transactions.
The  Company  owns  a  5,000 square foot office in Buenos Aires, Argentina, from
which  it  manages  its  food  commodities  trading  business.

<PAGE>
     The  Company  also  owns a 70,000 acre (24,000 hectares) ranch in Argentina
located  in  the  near  the  city  of  Salta.  The  ranch  was purchased for the
development  of an olive tree grove and olive oil production facility. The olive
tree  grove  has not produced its first harvest yet and therefore currently does
not  provide  significant  revenues.

     The  ranch  currently  has  the  following  facilities:

     (a)  2,500 acres (1,000  hectares) of olive tree grove  containing  250,000
          olive  trees.  The acreage is irrigated  by modern,  state-of-the  art
          systems  imported from the United  States  consisting of four electric
          wells,  with each well  producing  an average  water volume of 280,000
          liters per hour.  The orchard  frame is designed to  accommodate a 100
          plant per acre density.

     (b)  A  slaughterhouse,  a cold-storage  plant, a factory for manufacturing
          pelletized  alfalfa for resale as animal  feed,  and a tobacco  curing
          facility.

     (c)  A ranch house and administrative buildings

     (d)  12,000 acres (5,000  hectares) for cattle breeding and a small herd of
          cattle and steers, 240 acres (100 hectares) of planted tobacco and 720
          acres (300 hectares) of planted alfalfa.

     In  December,  1998,  the  Company paid $3,000,000 for an additional 82,000
acre  ranch  in  Argentina  located  near the city of Morillo, which the Company
plans  to  use  for  planting  cotton and raising cattle, bringing the Company's
total  ranch  and  farm  acreage  to  152,000  acres.

GROWTH  STRATEGY

     The  Company believes that it will be necessary to obtain additional equity
or  debt  financing  to  effectuate  its  growth  strategy.

     Food  Trading.  If  the  Company  obtains  additional  working capital, the
Company  believes  that  it  will  be  able  to increase its commodities trading
activities  using  existing  personnel  and  its  present  administrative  and
commercial  network.  Such  additional working capital would be used to increase
the  Company's  international  trading business activities.  For each additional
$8.40  of  working capital, the Company believes it can increase annual revenues
by  approximately  $100.00.  For  example,  if  the  Company  were able to raise
$8,400,000  in  additional  working capital, revenues could increase by up to an
additional  $100,000,000  annually.  However, there can be no assurance that the
Company  will  be  able  to  raise  any additional capital, nor can there be any
assurance  that  the  use of additional working capital will result in increased
sales.

<PAGE>
     Olive  Cultivation.  The  Company plans to increase the olive tree grove by
500,000  olive trees.  These plans are subject to the Company raising additional
capital.  Following  such a planting, the Company would have 750,000 olive trees
on  7,500  cultivated  acres  (3,000 hectares) which would produce approximately
30,000  metric  tons  of  olives  per  year.

     Olive  Oil  Production.  The Company plans to build an olive oil production
facility late in 1999. The capacity of the facility will be 5,000 metric tons of
bottled  extra  virgin  oil  under  the  registered  trademark  "Ampascachi."

     Animal Feed Production. The Company anticipates expanding its production of
pelletized  alfalfa  to  25,000 metric tons annually and building an animal feed
production  facility  to complete the vertical integration of beef processing to
include  a  cattle ranch, a cattle feedlot, a slaughter house and a cold storage
facility.
PATENTS,  TRADEMARKS  AND  LICENSES

     Centenary  S.A.  has  registered  the  trademarks  "Centenary-Food  for the
World",  "Ampascachi"  and  "Nutrinor"  in  Argentina.

EMPLOYEES

     The  Company  has  approximately  60 full time employees of which 15 are in
management  positions  including  corporate and administrative operations.  None
of  the Company's employees are represented by a union and the Company considers
its  employee  relations  to  be  good.   The  Company  outsources labor for its
agricultural  operations.

RISK  FACTORS

     Recent  Financial  Results.  The  Company incurred a profit before taxes of
$852,447 for year ended December 31, 1998, and a profit before taxes of $284,156
for  the  year ended and December 31, 1997.  In order to become more profitable,
the  Company  must  increase its shipments/sales and/or increase profit margins.
There  can  be  no assurance the Company will become consistently profitable and
the  failure of the Company to do so could ultimately result in the inability of
the  Company  to  pay  its  financial  obligations  as  they  become  due.

<PAGE>
     At December 31, 1998, the Company reported working capital of approximately
$8,809,948,  and  at  December 31, 1997, the Company reported working capital of
approximately  $4,817,742.  The  Company  has historically funded its operations
through  a  combination  of  internally  generated  cash and short and long term
borrowing.  In  order to expand the scope of its business activities the Company
must  obtain  equity  or  debt  financing  on  favorable  terms.  However,  debt
financing  may  not  be  available  to  the  Company  and  equity  financing, if
available,  could have a dilutive effect on existing shareholders.  There can be
no  assurance that the Company will be successful in raising capital through the
sale  of  equity  or  debt.  The  Company  does  not  currently  have  material
commitments  for  capital expenditures and does not anticipate entering into any
such  commitments  during  the  next  twelve  months  unless it is able to raise
additional  capital.

     Foreign  Political  Climate.  The  Company  has  customers  worldwide.  Any
change  in a national or regional political climate could have a negative impact
on  the Company, up to and including the complete loss of customer revenues from
a  particular  nation  or region.  The Company has never experienced significant
set  backs  in  connection  with  the  political climate in the countries of its
customers.  Centenary S.A. discontinued its business with Cuba in November, 1998
when  it  became  a  subsidiary  of the Company.  The Company is also subject to
governmental  regulation  of  food  imports  and  exports.

     International  Transactions.  The  Company's  international  business
transactions  are  affected by: (i) fluctuations in the exchange rate of foreign
currencies,  (ii) the routine or extraordinary foreign government control of the
transfer  of  funds  across  international borders; and (iii), to foreign taxes,
tariffs  and  duties.  Any  of the foregoing could adversely impact the Company.
The  Company's  contracts  are  denominated  in  U.S.  dollars  and paid in U.S.
dollars.  The  functional  currency of the Company is the Argentina Peso.  Since
1992,  the exchange rate between the Argentina peso and the U.S. dollar has been
1:1.

     Competition.  Many  of  the Company's competitors are much larger firms and
have  greater  capital  resources and marketing strengths.  The Company believes
that  it can compete effectively in such an environment.  The Company is able to
efficiently sell Mercosur food products into a large international niche because
the Company's operational headquarters is located in a member nation of Mercosur
and  the  Company  can make decisions without consulting a U.S. or European head
office.

ITEM 2. DESCRIPTION OF PROPERTY

OFFICE  FACILITIES

     The  Company's principal U. S. executive office is located in shared office
space  at 692 Madison Avenue, Third Floor, New York, NY 10021.  The office space
is  provided  by  an  officer  of  the  Company.  See, Certain Relationships and
Related  Transactions.

     The Company's operations office is located in Buenos Aires, Argentina where
the  Company  owns  a  5,000  square  foot office.  As of December 31, 1998, one
payment  of  $186,963  and  four  annual  payments of $87,375 each remain on the
mortgage.

FARMING  AND  RANCHING  FACILITIES

<PAGE>
     The  Company  owns  a  70,000 acre ranch in Argentina located near the city
of Salta.  The ranch is collateral for certain debt of the Company.  See, Note 6
to  the  Consolidated  Financial  Statements.  In  December,  1998,  the Company
purchased an additional 82,000  acre ranch in Argentina located near the city of
Morillo,  which  will  be  legally  transferred  to  the  Company  in  1999.

     The  Company  believes  that  its  facilities  are adequate for its present
operations  and  that  suitable  additional facilities would be available in the
future  on  a  reasonable  basis.

ITEM 3. LEGAL PROCEEDINGS

     Other  than  routine litigation incidental to the Company's business, there
are  no  legal proceedings of which management is aware and in which the Company
or  its  wholly-owned  subsidiaries and any of their directors or officers are a
party.

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

     The shareholders of the corporation adopted a resolution to change the name
of  the  Company  to  Centenary  International  Corp.  at  a  special meeting of
shareholders  held  on  December  21,  1998, by a shareholder vote of 16,131,083
votes  for,  100  votes  against  and  -0-  votes  abstaining

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The  Company's  common  stock  is  currently traded on the over-the-counter
bulletin  board  ("OTC  BB")  under the symbol "RRRI."  The following table sets
forth,  for  the  periods  indicated,  the  reported  high  and  low closing bid
quotations  for  the common stock of the Company as reported on the OTC BB.  The
bid  prices  reflect  inter-dealer  quotations,  do  not include retail markups,
markdowns  or  commissions  and  do not necessarily reflect actual transactions.

<TABLE>
<CAPTION>
QUARTER ENDED        HIGH BID    LOW BID
------------------  ----------  ---------
<S>                 <C>         <C>

Inception through
June 30, 1997       $      (*)  $     (*)
September 30, 1997  $      (*)  $     (*)
December 31, 1997   $     7.00  $   6-1/2

March 31, 1998      $    7-7/8  $   6-1/2
June 30, 1998       $    9-5/8  $    7.00
September 30, 1998  $    6-1/2  $    4.00
December 31, 1998   $    7-7/8  $   1-1/4
<FN>

______________________________
(*)     There  were  no  reported bids on the Company's common stock during this
period.  The  Company  was  incorporated  on  June  10,  1997.
</TABLE>

<PAGE>
     On  March  24,  1999,  the  closing  bid  price for the common stock of the
Company  on  the  OTC  BB was $1-13/16 per share.  On March 24, 1999, there were
approximately  553  stockholders  of record of the common stock of the Company ,
including  broker-dealers  holding shares beneficially owned by their customers.

DIVIDENDS

     The  Company  has  not paid any cash dividends on its Common Stock and does
not  expect  to  do  so  in  the  foreseeable  future.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

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

INFORMATION  REGARDING  AND  FACTORS  AFFECTING  FORWARD  LOOKING  STATEMENTS

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

<PAGE>
SELECTED  CONSOLIDATED  FINANCIAL  DATA

     The  following  table set forth selected financial data for the years ended
December  31,
1998  and  1997.  The  information  is  derived  from  the  audited Consolidated
Financial  Statements  of the Company, which have been audited by Grant Thornton
Buenos  Aires,  the Company's independent public accountants.  This table should
be  read  in  conjunction  with  Management's  Discussion  and Analysis, and the
Company's Consolidated Financial Statements and Notes thereto included elsewhere
herein.

<TABLE>
<CAPTION>
                                  Year  ended  December  31,
                                 ------------  -------------
                                     1998           1997
                                  (stated  in  US  Dollars)
<S>                              <C>           <C>

Net sales                        $113,163,078  $105,857,354 
                                 ============  =============

Operating income (loss)          $  2,020,645  $   (445,210)
                                 ============  =============

Net income                       $    781,422  $    143,034 
                                 ============  =============

Per share amounts:

Basic and diluted earnings       $        .04  $        .01 
                                 ============  =============

Cash dividends                   None          None

Total Assets at December, 31     $ 25,138,355  $ 32,895,850 
                                 ============  =============

Long term debt at December, 31   $ 12,235,708  $  6,500,000 
                                 ============  =============
</TABLE>

     As  noted  in  Note 1 of the Consolidated Financial Statements, on November
12, 1998, Centenary International Corp. (formerly, R&R Resources, Inc.) acquired
all  of  the  outstanding  stock  of  Centenary S.A. The business combination of
Centenary  International  Corp.  and  Centenary  S.A.  is  a reverse acquisition
whereby  Centenary  International  Corp.  (a  non-operating  public shell at the
combination  date)  acquired  an  operating  company,  Centenary  S.A.

     The  combination  is accounted for as a recapitalization and all assets and
liabilities  of  Centenary  S.A.  are  recognized  at  historical  cost.  The
Consolidated  Financial  Statements  include  the  accounts  of  Centenary
International  Corp.  and Centenary S.A. as if the business combination occurred
as  of  January  1,  1997.

     The  Company  was  incorporated  during  1997.  Consequently  no  financial
information  is  provided  for  periods  prior  to  1997.

<PAGE>
OVERVIEW

     The  Company  currently  operates  primarily  in  one segment, which is the
trading  of  food  commodities.  The  Company  buys,  sells  and  markets  food
commodities  such as wheat and other grains, corn, beans, livestock meal, edible
oils, poultry and other foods. The Company's principal sources of these products
are  South American agriproducers, such as silo operators and farm cooperatives.

     The  Company's  business  involves  the  identification  of  the demand for
agriproducts  internationally  and  fulfilling  the  need through its network of
agriproducers.  The  business  consists  of  purchasing  food commodities in the
country  of  origin  from  agriproducers,  hiring ships in the world sea freight
market,  shipping  on  a  F.O.B. basis, borrowing on credit lines, obtaining the
buyer's collateral and selling the food commodities to a customer.  The purchase
and  sale  take  place  at  approximately  the  same  time.

     World  demand  for  agriproducts  changes  because  of  weather,  economic,
political,  geographical  and  other  factors.  The  most  important  factors
influencing  the  trading  of  commodities  are  import  regulations  and taxes,
government  foreign exchange policies and the balance of trade of the purchasing
country.

     The  Company's  sales  consist  primarily  of high volume transactions. The
majority  of the products have international specifications. The reference point
for prices is generally the spot or futures market in world trading centers. The
Company  limits its market risk exposure in a each food commodity transaction by
purchasing  and  selling  at approximately the same time. Credit risk is limited
because the Company's customers are generally large, well-established companies.

     The  principal  customers  of the Company are food producers and processors
worldwide. None of the Company's business is dependent on a single customer or a
few  customers.  No  customer  represents  more than 10% of the Company's sales.

     The  Company's  primary  markets  are: the Pacific, Caribbean, Middle East,
Russia  and  former  Soviet  countries,  Africa and Mercosur (the South American
Common  Market).

     The  Company  also  owns a 70,000 acre (24,000 hectares) ranch in Argentina
located near the city of  Salta.  The ranch  was  purchased  for the development
of  an  olive tree grove and olive oil production  facility.  The olive grove is
currently  under  development  and no commercial production is anticipated until
2000.  Ranch  operations  are  currently  not  significant  to  revenues.

<PAGE>
RESULTS  OF  OPERATIONS

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

<TABLE>
<CAPTION>
                                   1998    1997
                                  -------  -----
<S>                               <C>      <C>

Net sales                            100%   100%

Cost of goods sold                  79.5   83.9 
                                  -------  -----
Gross profit                        20.5   16.1 

Selling expenses                    15.2   13.6 

Administrative expenses              3.5    2.9 
                                  -------  -----

Operating income (loss)              1.8    (.4)

Other income (net)                   1.0    1.2 

Interest expense                     2.0     .6 
                                  -------  -----

Income before income taxes and
 minority interests                   .8     .2 

Income taxes                          .1     .1 

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

Net income (loss)                     .7%    .1%
                                  =======  =====
</TABLE>

<PAGE>
     Revenues.  Net  revenues increased 7% from $105.9 million in 1997 to $113.2
million  in  1998.  During 1998, the Company shipped 603,986 metric tons of food
commodities  compared  to 374,177 metric tons in 1997.  The 7% increase in sales
was  attributable  primarily  to a 61% increase in volume at significantly lower
prices  than  in  1997.  The lower prices reflect commodity prices in 1998.  The
following  table  sets  forth  sales  revenues  by  region  for  1998  and 1997:

<TABLE>
<CAPTION>
Geographical Area                  1998           1997
-----------------------------  -------------  ------------
<S>                            <C>            <C>

Pacific                        $  47,291,994  $ 33,581,349

Caribbean                         31,836,783    44,142,242

Middle East                       13,646,363           ---

Russia and ex- Soviet Nations     10,291,249    14,671,321

Africa                             4,914,520     2,053,009

Mercosur                           2,122,169     6,204,364

China and Far East                 3,060,000       244,754

Mediterranean Counties                   ---     4,390,000

Europe and other                         ---       570,315
                               -------------  ------------

                               $ 113,163,078  $105,857,354
                               =============  ============
</TABLE>

     Sales  to the Pacific region increased by $13.7 million in 1998 compared to
1997  due  to  increased demand as a result of the negative impact on local food
production because of the El Nino weather system. Corresponding to this increase
in sales was a decrease in sales to the Caribbean area where the Company's gross
margins  are  lower.

     Sales  to Middle Eastern countries were $13.6 million in 1998, and sales to
African  countries  increased $2.9 million in 1998 compared to 1997, as a result
of  the  Company's  strategy  to  develop  these  market  areas.

     Sales  to  Russia  and  ex-Soviet  countries decreased $4.3 million in 1998
compared  to  1997  due  to  local  economic  problems  in  1998.

<PAGE>
     Sales to Mercosur countries decreased $4.1 million in 1998 compared to 1997
due  to  decreased  sales  to  Brazil  and  decreased sales due to the Company's
disposition  (sale)  of  the  Marigold  processing  facility.

     Sales in China, the Far East, Mediterranean countries and Europe occur when
the Company is able to identify a unique marketing opportunity, rather than as a
result  of ongoing business relationships.  Therefore, sales to these geographic
areas  are  not  as  predictable as sales to other geographic regions.  Sales to
China  and  the  Far  East  increased $2.8 million in 1998 compared to 1997, and
sales  to  Mediterranean  countries  decreased $4.4 million in 1998  compared to
1997.

     Seasonality of Sales.  The Company's revenues arise primarily following the
harvest  season.  In  1998,  approximately 54% of revenues were generated during
March,  April  and  May.

     Cost  of  sales.  The cost of sales increased from $88.9 million in 1997 to
$90  million  in  1998.  The cost of sales as a percentage of revenues decreased
4.4%  from 83.9% in 1997 to 79.5% in 1998.  Cost as a percent of sales decreased
from  1997  levels  due primarily to increased sales in 1998 of $13.7 million in
the Pacific region and 13.6 million to Middle Eastern countries (at higher gross
margins than other markets), and decreased sales in 1998 of $12.3 million to the
Caribbean  region  (at  lower  gross  margins  than  other  markets).

     Selling expenses.  Selling expenses increased from $14.4 million in 1997 to
$17.2  million  in  1998.  As  a percent of revenues, selling expenses increased
from  13.6% in 1997 to 15.2% in 1998.  Selling expenses include freight charges,
importation  fees,  bank charges and sales commissions. Selling expenses in 1998
increased  primarily  because of an increase of $2.1 million in freight charges.

     Administrative  expenses.  Administrative expenses increased $.9 million in
1998 compared to 1997. As a per cent of sales, administrative expenses increased
from  2.9% in 1997 to 3.5% in 1998 primarily because of increases in expenses of
$.2 million in depreciation, $.2 million in professional fees and $.1 million in
salaries.

     Other  income  and  expenses.  Other  income decreased from $1.4 million in
1997  to  $1.1  million  in 1998.  In 1998, other income includes a $1.1 million
gain  on  the  sale of trademark.  In 1997, other income includes a gain of $1.1
million from the sale of the right to a special Provincial incentive payment for
olive  oil  production.

     Interest expense.  Interest expense increased $1.6 million in 1998 compared
to  1997.  The increase in interest expense was attributable to the $7.3 million
increase  in  long  term  debt  partially  offset  by  a  decrease in short term
borrowing  of  $4.9  million  and  additional  interest incurred in discounts on
extensions  of  letters of credit to banks in connection with sales to customers
in  Middle  Eastern  countries.

<PAGE>
     Income  taxes.  Income  taxes  decreased $65,412 or 46% in 1998 compared to
1997.  This  decrease  was due to a reduction in the effective tax from 49.6% in
1997  to 8.9% in 1998.  The decrease in the effective tax rate was primarily due
to  the  effect  of  the  sale  of  the  trademark.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Operating  activities  used  $2.6 million in 1998 and $4.7 million in 1997.
The  decrease  in  cash used in 1998 was primarily attributable to a decrease in
accounts  payable  of  $12.6  million partially offset by a decrease in accounts
receivable  and other receivables of $9.1 million, and a decrease of $.5 million
in  inventories.  In  1997,  cash  used  was  primarily  from  an  increase  in
accounts receivable and other receivables of $10.7 million offset by an increase
in  accounts  payable  of  $5.6  million.

     Investing  activities  utilized  $2.4  million  in 1998 and $4.8 million in
1997.  During  1998  the  Company  invested $6.1 million in capital assets which
includes  $2.1  million  in  land  improvements  made  in  connection  with  the
development  of  the  olive tree grove, and $3 million in December, 1998 for the
purchase  of  additional ranch land for future development.  Funds were provided
from  the proceeds of the sale of the Marigold processing facility in the amount
of  $1 million and in the amount of $2.6 million from the sale of the trademark.
During  1997,  the  Company  spent $2.7 million for purchase of fixed assets and
$2.1  million  for  the  purchase  of  a  trademark.

     Financing  activities  provided  $3.9  million  in 1998 and $8.6 million in
1997.  In  1998,  the  Company received $1.5 million from the issuance of stock.
In  addition, the Company converted approximately $6 million of accounts payable
into long term debt.  This loan is for commodity purchases and is collateralized
by  the  70,000  acre  ranch  located near Salta, Argentina.  The remaining loan
balance is to be repaid in ten semi-annual payments of $500,000 commencing March
1999, escalating to $850,000 in 2001.  During  1998,  the  increase  in the loan
for  the  development  of  the olive tree grove  was $733,534.  During 1998, the
Company  repaid $4.9 million of short-term debt.  In  1997, cash was provided by
an additional $4 million in capital, $2.9 million  in  short  term debt and $1.6
million  in  long  term  debt.

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

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

<PAGE>
INFLATION

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

RECENTLY  ISSUED  ACCOUNTING  STANDARDS

     In  June,  1998,  FASB  issued  SFAS  No.  133,  "Accounting for Derivative
Instruments  and Hedging Activities", which establishes accounting and reporting
standards  for derivative instruments and for hedging activities.  Statement No.
133  will  have  not  have an impact on the Company because the Company does not
currently engage in hedging activities and does not hold derivative instruments.

IMPACT  OF  YEAR  2000

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

ITEM 7. FINANCIAL STATEMENTS

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

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

     Mr.  Kurt D. Saliger, C.P.A. ("Saliger"), conducted the audits of Centenary
International  Corp.,  formerly R&R Resources, Inc. (the "Company") for the nine
month  period ended September 30, 1998, and for the year ended December 31,1997.
Saliger  was  dismissed  on  January  7,  1999.  There  were no disagreements on
accounting  matters  or  financial  disclosures.  Kurt  D.  Saliger,  C.P.A. has
provided  the  Company  with  a  letter  pursuant  to  Regulation  S-B.

<PAGE>
     (a)  On  January  7, 1999,  the  Company  engaged  Grant  Thornton  ("Grant
          Thornton") as its independent accountant. The decision to engage Grant
          Thornton as the Company's  independent  accountant was approved by the
          Company's Board of Directors.  Grant Thornton has been the independent
          auditor of  Centenary  S.A., a  subsidiary  of the Company,  and Grant
          Thornton has substantial experience in global accounting matters.

     (b)  In a report dated November 4, 1998,  Saliger reported on the Company's
          financial  statements  as of  September  30,  1998,  and  the  related
          statements of operations,  stockholders' equity and cash flows for the
          nine months then ended.  In a report dated  August 20,  1998,  Saliger
          reported on the  Company's  financial  statements as of June 30, 1998,
          and the related  statements of  operations,  stockholders'  equity and
          cash flows for the six months then ended.  In a report  dated  January
          12, 1998,  Saliger reported on the Company's  financial  statements of
          December  31,  1997,   and  the  related   statements  of  operations,
          stockholders'  equity  and cash flows for the  period  from  inception
          (June 10, 1997) to December 31, 1997. None of these reports  contained
          an adverse  opinion or  disclaimer  of  opinion,  nor was such  report
          qualified or modified as to  uncertainty,  audit scope,  or accounting
          principles.

     (c)  Since inception (June 10, 1997) and through the present, there were no
          reportable  events  requiring  disclosure  pursuant  to  Item  304  of
          Regulation S-B.

     (d)  Effective  January 7, 1999, the Company  engaged Grant Thornton as its
          independent  accountant.  During the two years ended December 31, 1998
          and 1997,  neither  the  Company  nor anyone on the  Company's  behalf
          consulted   Grant  Thornton   regarding   either  the  application  of
          accounting principles to a specified transaction,  either completed or
          proposed,  or the type of audit  opinion that might be rendered on the
          Company's financial statements, nor has Grant Thornton provided to the
          Company a written report or oral advice  regarding such  principles or
          audit opinion.

<PAGE>
                                    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 the directors and executive officers of the
Company.  There  is  no  family  relationship  between  any  of  the  Directors.

<TABLE>
<CAPTION>
NAME                     AGE                    POSITION
-----------------------  ---  --------------------------------------------
<S>                      <C>  <C>

Hector A. Patron Costas   46  Director, Chairman, Chief Executive Officer,
                              Secretary and Chief Financial Officer

Eduardo Sagarnaga         42  Director and President of Centenary S.A.

Claudio Roman             42  Director and Assistant Secretary

John Tonelli              34  President of Centenary International Corp.
</TABLE>

     Directors  are  elected  annually  and  hold  office  until the next annual
meeting of the stockholders of the Company or until their successors are elected
and  qualified.  Officers  serve  at  the  discretion of the Board of Directors.
There  is  no  family  relationship  between  or  among any of the directors and
executive  officers  of  the  Company.

BIOGRAPHIES

     Hector  A.  Patron  Costas,  age  46,  was  appointed  Director,  Chairman,
Secretary  and  Chief  Financial  Officer  of the Company in November, 1998.  In
1999,  Mr.  Patron  Costas  assumed  the  role of Chief Executive Officer of the
Company.  Mr.  Patron  Costas  has  been  a Director of Centenary S.A. since its
founding,  and  he  has been a senior manager of Centenary S.A. since that time.
Mr.  Patron Costas attended the  School of Economics at the University of Buenos
Aires.

     Eduardo  Sagarnaga,  age  42,  was  appointed Director and President of the
Company  in  November,  1998.  Mr.  Sagarnaga  is  the  founder and has been the
principal owner and President of Industrial Technologia SRL since 1990, which is
an  engineering services firm specializing in aircraft.   Since the beginning of
1998,  Mr.  Sagarnaga has also been the President of Global Tech, SA, which is a
trading  firm  and  industrial  engineering  firm  specializing  in the sale and
leasing of and installation of industrial equipment, trucks,  and supplies.  Mr.
Sagarnaga  has  a  B.S.  degree  in  industrial  engineering  from  the Catholic
University  of  Salta  Argentina.

<PAGE>
     Claudio  Roman,  age  42, was appointed Director and Assistant Secretary in
November,  1998.  Mr. Roman has had a law practice in Houston, Texas since 1985.
He graduated from the University of Houston with a Bachelor of Arts in Political
Science  in  1980.  He  received  his  Doctor  of  Jurisprudence degree from the
University of Houston College of Law in 1984, and was admitted to the Bar of the
State  of  Texas  in  the  same  year.  In  1985,  he was admitted to the Bar of
Washington  D.C. and to practice in the Federal Courts for the Southern District
of  Texas  as  well  as  the  Fifth  Circuit Court of Appeals.  His law practice
includes  representation  of the United States branches of several multinational
corporations and assisting these clients with all aspects of corporate law, from
drafting or documents to contract negotiation.  He is fluent in English, Spanish
and  Italian.

John  Tonelli,  age  34, was appointed President in March, 1999.  Mr. Tonelli is
presently  a  principal  of  International  Venture Partners, LLC, an investment
banking  firm  specializing  in  Latin  American  corporate  and  real  estate
transactions.  From  1992  to  1999,  Mr.  Tonelli  was an associate and later a
special  counsel  at  the  law  firm  of Cadwalader, Wickersham & Taft, where he
established  and  managed  the firm's Latin American law practice.   Mr. Tonelli
has a B.A. degree, 1987, from Colombia University in Comparative Literature, and
a  law  degree and an M.B.A. degree, 1992, from Fordham University.  Mr. Tonelli
is licensed to practice law in New York.  Mr. Tonelli is fluent in Spanish and
Italian.

CERTAIN  SECURITIES  FILINGS

     The  Company  believes  that  the  reports required by Section 16(a) of the
Exchange  Act  have  been  filed  timely  by  Hector  A.  Patron Costas, Eduardo
Sagarnaga,  Claudio  Roman  , John Tonelli, and Guillermo A. Aguilar Penalva and
Centenary  Group  S.A.

ITEM  10.     EXECUTIVE  COMPENSATION

The  compensation  during the last three years of the CEO is set forth below. No
other  executive officer received compensation greater than $100,000 during that
period.

<TABLE>
<CAPTION>
                                SUMMARY COMPENSATION TABLE   (1)

                               ANNUAL             LONG-TERM
                               COMPENSATION COMPENSATION  AWARDS
                                                                                           ALL
                                                                     SECURITIES  PAYOUTS  OTHER
NAME AND                                                 RESTRICTED  UNDERLYING            COM-
PRINCIPAL                                                  STOCK      OPTIONS/    LTIPS   PENSA-
POSITION                 YEAR  SALARY    BONUS    OTHER    AWARDS       SARS     PAYOUTS   TION
<S>                      <C>   <C>      <C>       <C>    <C>         <C>         <C>      <C>

CEO
Hector A. Patron Costas
                         1998  $72,333  $105,000    -0-         -0-         -0-      -0-     -0-
                         1997  $71,619  $110,000    -0-         -0-         -0-      -0-     -0-
                         1996  $63,100  $ 90,000    -0-         -0-         -0-      -0-     -0-
<FN>
_________________________
(1)  This  compensation  received  from  Centenary  S.A.,  a  subsidiary  of  the  Company.
</TABLE>

<PAGE>
DIRECTOR  COMPENSATION

     The  Company  does  not currently pay any cash director's fees, but it pays
the  expenses,  if  any,  of  its  directors  in  attending  board  meetings.

EMPLOYMENT  AGREEMENTS

     Prior  to  being  appointed President, John Tonelli was a consultant to the
Company  under  a  six  month  consulting agreement which commenced in February,
1999.  Although Mr. Tonelli is now the President of the Company, he continues to
be  compensated  pursuant to the consulting agreement.  The consulting agreement
provides  that  Mr.  Tonelli  will  receive  $15,000  for the first month of the
consulting  agreement  and  $10,000  per  month  thereafter.  Mr.  Tonelli could
receive  additional compensation under the consulting agreement if certain goals
are achieved.  In connection with the consulting agreement, Mr. Tonelli provides
the  Company  with  executive  office  space  in  New  York  City.

     The  Company  does not have any employment agreements or compensation plans
with  any  other  employee  or  director.

<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  sets forth certain information as of March 22, 1999,
with  respect  to the beneficial ownership of shares of Common Stock by (i) each
person  who  is  known  to  the  Company to beneficially own more than 5% of the
outstanding  shares  of  Common  Stock, (ii) each director of the Company, (iii)
each  executive  officer  of  the  Company  and  (iv) all executive officers and
directors  of  the  Company  as  a  group.  Unless  otherwise  indicated,  each
stockholder  has  sole  voting  and  investment power with respect to the shares
shown.

<TABLE>
<CAPTION>
                                     NUMBER  OF  PERCENT        CLASS  OF
NAME                               SHARES OWNED    OF CLASS    SECURITIES
--------------------------------  --------------  ----------  ------------
<S>                               <C>             <C>         <C>

Hector A. Patron Costas           6,021,400  (1)  31.7%  (1)  Common Stock
Florida 670 2nd Floor
Buenos Aires, Argentina

Eduardo Sagarnaga                       100,000        0.1 %  Common Stock
Florida 670 2nd Floor
Buenos Aires, Argentina

Claudio Roman                               -0-         0.0%  Common Stock
12000 Westheimer, Suite 215
Houston, Texas 77077

Centenary Group S.A.                 15,053,500       79.4 %  Common Stock
Juncal 1327 D-P. 18 Ap. 1801
Montevideo, Uruguay

Guillermo A. Aguilar Penalva      6,021,400  (1)  31.7%  (1)  Common Stock
Florida 670 2nd Floor
Buenos Aires, Argentina

John Tonelli                                -0-         0.0%  Common Stock
692 Madison Avenue, Third Floor
New York, NY 10021

All Directors and
Executive Officers
as a group (4)                       15,153,500       79.9 %  Common Stock
<FN>
__________________________
(1)     Mr. Patron Costas and Mr. Penalva are control persons of Centenary Group
S.A.  and  the  number  of  shares  and  the  percentage  of class of securities
reflected  herein  are  shares  which  are  indirectly  owned.
</TABLE>

<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  Board  of  Directors  of the Company has adopted a policy that Company
affairs  will  be  conducted  in  all  respects  by  standards  applicable  to
publicly-held  corporations  and  that  the  Company  will  not  enter  into any
transactions and/or loans between the Company and its officers, directors and 5%
stockholders  unless the terms are no less favorable than could be obtained from
independent,  third  parties  and  will  be  approved  by  a  majority  of  the
independent,  disinterested  directors  of  the  Company.

     On  November  12, 1998, the Company acquired 100% of the outstanding shares
of  Centenary  S.A., an Argentine corporation from the stockholders of Centenary
S.A. in exchange for 15,053,500 shares of the Company's common stock, which were
all  issued  to Centenary Group S.A.  All of the former Directors of the Company
resigned,  and  the  current  Directors  were  appointed.   Centenary Group S.A.
became  a  control  person  of  the  Company.  The  terms  and conditions of the
acquisition  were  determined  by  the parties through arms length negotiations.
Subsequently, and pursuant to Argentina law which requires at least two entities
as  owners  of  an  Argentine  corporation, the Company sold 1% of its equity in
Centenary  S.A.  to  Centenary  Group  S.A., a Uruguayan corporation, for a note
receivable  of  $176,000.

     Concurrent with the acquisition of Centenary S.A., the Company entered into
a  Rescission  Agreement  ("Pilares Rescission Agreement") pursuant to which the
Company  rescinded  its  prior Acquisition Agreement and Assignment with Pilares
Oil  &  Gas,  Inc.  ("Pilares").  Pursuant  to  this  Acquisition  Agreement and
Assignment,  Pilares  had  conveyed  300,000  shares  of Paint Rock Energy, Inc.
("Paint  Rock")  to the Company in exchange for 3,185,000 shares of common stock
of  the  Company.  Paint  Rock  is in the oil and gas business.  Pursuant to the
Pilares  Rescission  Agreement,  Pilares  tendered  the  3,185,230 shares of the
Company's  common  stock  to  the  Company, and the Company tendered the 300,000
shares  of  Paint  Rock  stock to Pilares. The 3,185,000 shares of the Company's
common  stock were then canceled.  At the time of this rescission, Pilares Oil &
Gas  was  a holder of approximately 13% of the common stock of the Company.  The
terms  and  conditions  of the rescission were determined by the parties through
arms  length  negotiations.  However,  no  appraisal  was  conducted.

     Also concurrent with the acquisition of Centenary S.A., the Company entered
into  a Rescission Agreement ("Gassiot Rescission Agreement")  pursuant to which
the  Company rescinded its prior Acquisition Agreement and Assignment with Jimmy
M.  Gassiot ("Gassiot").  Pursuant to this Acquisition Agreement and Assignment,
Gassiot  had conveyed 50 shares of Subsurface Energy Corp. (ASubsurface") to the
Company  which  represented  all of the shares of Subsurface then outstanding in
exchange  for 2,060,000 shares of common stock of the Company.  Subsurface is in
the oil and gas business.  Pursuant to the Gassiot Rescission Agreement, Gassiot
tendered  the  2,060,000  shares  of the Company's stock to the Company, and the
Company  tendered  the  50  shares of Subsurface stock to Gassiot. The 2,060,000
shares  of  the  Company's common stock were then canceled.  At the time of this
rescission, Mr. Gassiot was a holder of approximately 10% of the common stock of
the  Company.  The  terms  and  conditions  of  the

<PAGE>
rescission  were  determined  by  the  parties through arms length negotiations.
However,  no  appraisal  was  conducted.

     The  Pilares Rescission Agreement and the Gassiot Rescission Agreement were
entered  into  concurrent with the acquisition of 100% of the stock of Centenary
S.A.  and  were  conditions  to  the acquisition.  The Board of Directors of the
Company  determined  that  in  view  of the change of business operations of the
Company  once the Centenary S.A. transaction was consummated that it would be in
the best interest of the Company to divest itself of its oil and gas businesses.

     Centenary  Group S.A. owns  79.4 % of the Company.  Centenary Group S.A. is
also  the  control person of some vendors to the Company who provide services in
the  ordinary course of business.  The cost of these services are negotiated and
provided to the Company at competitive rates.  The Company purchased $26,834,867
in  1998,  and  $9,659,315  in  1997 of products, and  $6,566,049 of services in
1998, and $9,231,815 in 1997 of services from affiliated companies.  The Company
provides  certain  administrative  services  and  pays  certain  expenses for an
affiliated  company,  which  reimbursed  the  Company  for these expenses in the
amounts  of  $2,105,540  in  1998,  and  $634,590  in  1997.

     Claudio Roman, a Director,  may receive compensation as a consultant to the
Company  on  certain  legal  and  other  matters.

     Prior  to  being  appointed President, John Tonelli was a consultant to the
Company  under  a  six  month  consulting agreement which commenced in February,
1999.  Although Mr. Tonelli is now the President of the Company, he continues to
be  compensated  pursuant to the consulting agreement.  The consulting agreement
provides  that  Mr.  Tonelli  will  receive  $15,000  for the first month of the
consulting  agreement  and  $10,000  per  month  thereafter.  Mr.  Tonelli could
receive  additional compensation under the consulting agreement if certain goals
are achieved.  In connection with the consulting agreement, Mr. Tonelli provides
the  Company  with  executive  office  space  in  New  York  City.

<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(A)  EXHIBITS

EXHIBIT  NO.

3.1.1 *   Articles of Incorporation.  Incorporated by reference to the Company's
          Form 10-SB filed February 27, 1998.

3.1.2 **  Amendment  to  Articles  of  Incorporation.

3.2.1  *  Bylaws.  Incorporated  by reference to the Company's  Form 10-SB filed
          February 27, 1998.

3.2.2 **  Amendment to Bylaws.

3.3   **  Specimen of common stock certificate.

10.1   *  Stock  Exchange  Agreement  effective  November  12, 1998  between the
          Company and Certain  Stockholders  of Centenary S.A.  Incorporated  by
          reference to the Company's Form 8-K filed November 17, 1998.

10.2   *  Rescission  Agreement  between the Company and Pilares Oil & Gas, Inc.
          Incorporated by reference to the Company's Form 8-K filed November 17,
          1998.

10.3   *  Rescission   Agreement   between  the  Company  and  Jim  M.  Gassiot.
          Incorporated by reference to the Company's Form 8-K filed November 17,
          1998.

10.4  **  Consulting Agreement with John Tonelli.

16.1   *  Letter from Kurt Saliger.  Incorporated by reference  to the Company's
          Form  8-K  filed  January  13,  1999.

21.1  **  Subsidiaries.

27.1  **  Financial  Data  Schedule  for the year ended December 31, 1998.

27.2  **  Financial  Data  Schedule  for the year ended December 31, 1997.
_______________________

*     Incorporated  by  reference
**     Filed  herewith

<PAGE>
(B)  REPORTS ON FORM 8-K

     The Company filed the following reports on Form 8-K during the last quarter
of its fiscal year ended December 31, 1998, and through February 12, 1999:

     (i)  On November 17, 1998,  the Company filed a Current  Report on Form 8-K
          dated November 12, 1998 reporting the  acquisition  and disposition of
          assets.

     (ii) On December 22, 1998,  the Company filed a Current  Report on Form 8-K
          dated  December 21, 1998,  reporting the change of name of the Company
          to Centenary International Corp.

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

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

     (v)  On February 12, 1999,  the Company filed a Current  Report on Form 8-K
          dated February 1, 1999, reporting other events.

<PAGE>
                                   SIGNATURES

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


     CENTENARY  INTERNATIONAL  CORP.

March  24,  1999     By:  /s/  Hector  A.  Patron  Costas
                               --------------------------
                               Hector  A.  Patron  Costas
                               Director,  Chairman,  Secretary,
                               Chief Executive Officer
                               and Chief  Financial  Officer


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

March  24,  1999     By:  /s/  Hector  A.  Patron  Costas
                               --------------------------
                               Hector  A.  Patron  Costas
                               Director,  Chairman,  Secretary,
                               Chief Executive Officer
                               and Chief  Financial  Officer


March  24,  1999     By:  /s/  Eduardo  Sagarnaga
                               ------------------
                               Eduardo  Sagarnaga
                               Director

March  24,  1999     By:  /s/  Claudio  Roman
                               --------------
                               Claudio  Roman
                               Director  and  Assistant  Secretary

<PAGE>
                          CENTENARY INTERNATIONAL CORP.



                        CONSOLIDATED FINANCIAL STATEMENTS

                                  (FORM 10-KSB)


                       SECURITIES AND EXCHANGE COMMISSION

                      FOR THE YEAR ENDED DECEMBER 31, 1998

                   (WITH INDEPENDENT AUDITORS' REPORT THEREON)



                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------





Board  of  Directors  and  Shareholders
CENTENARY  INTERNATIONAL  CORP.  AND  SUBSIDIARY


We  have  audited  the  accompanying  consolidated  balance  sheets of CENTENARY
INTERNATIONAL  CORP.  AND  SUBSIDIARY  as of December 31, 1998 and 1997, and the
related  consolidated  statements  of  operations, shareholders' equity and cash
flows  for  each  of  the two years in the period ended December 31, 1998. 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 auditing standards generally accepted
in  Argentina which are in substantial agreement with those in the United States
of America. Those standards require that we plan and perform the audit 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 consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  consolidated  financial  position of
CENTENARY  INTERNATIONAL  CORP. AND SUBSIDIARY as of December 31, 1998 and 1997,
and  the  consolidated  results  of their operations and their consolidated cash
flows  for  each  of  the  two  years  in the period ended December 31, 1998, in
conformity with generally accepted accounting principles in the United States of
America.






Grant  Thornton
Buenos  Aires
March  2,  1999

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


                   CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1998 AND 1997
                   ------------------------------------------------------------
                                      (Stated in US Dollars)


                                                                      1998              1997
                                                                ----------------  ----------------
<S>                                                             <C>               <C>
ASSETS
------

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

Cash                                                            $        37,336   $     1,168,099 
Accounts receivable, net of allowance for doubtful
accounts of 291,868 and 107,196 in 1998 and 1997 respectively         8,731,673        11,769,658 
Other receivables (note 2)                                            5,580,157        11,619,484 
Deferred tax asset (note 11)                                            102,153            69,707 

Inventories                                                                   0           523,359 
Properties held for sale (note 3)                                             0           971,353 
                                                                 ---------------  --------------- 
    Total current assets                                             14,451,319        26,121,660 
                                                                 ---------------  --------------- 

Property, plant and equipment (note 4)                               10,687,036         4,941,872 

Trademark (note 5)                                                            0         1,832,318 
                                                                ----------------  ----------------
                                                                     10,687,036         6,774,190 
                                                                ----------------  ----------------
    Total assets                                                $    25,138,355   $    32,895,850 
                                                                ================  ================

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

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

Accounts payable                                                $     2,025,242   $    14,581,255 
Short term debt (note 6)                                                826,876         5,702,789 
Long term debt - current portion (note 6)                             1,723,201           173,092 
Accrued payroll and related expenses                                    129,895            87,722 
Taxes payable                                                           432,201           287,069 
Customers advances                                                      360,050           326,158 
Other liabilities                                                       143,906           145,833 
                                                                 ---------------  --------------- 
    Total current liabilities                                         5,641,371        21,303,918 
                                                                 ---------------  --------------- 

Accounts payable long term                                               77,306           111,178 
Long term debt (note 6)                                              12,235,708         6,500,000 
Advanced capital contribution (note 8)                                        -         4,000,000 
Taxes payable                                                            26,216                 - 
Minority interest                                                        71,578                 - 
                                                                ----------------  ----------------
    Total non-current liabilities                                    12,410,808        10,611,178 
                                                                ----------------  ----------------
    Total liabilities                                                18,052,179        31,915,096 
                                                                ----------------  ----------------

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

Common stock, $.001 par value, 50,000,000 shares
authorized; 18,963,500 and 3,910,000 shares issued and
outstanding in December 1998 and 1997 respectively                       18,963             3,910 
Paid in capital                                                       7,981,037         2,496,090 
Retained earnings (deficit)                                            (737,824)       (1,519,246)
Receivable from sale of stock                                          (176,000)                - 
                                                                ----------------  ----------------
    Total shareholders' equity                                        7,086,176           980,754 
                                                                ----------------  ----------------
    Total liabilities and shareholders' equity                  $    25,138,355   $    32,895,850 
                                                                ================  ================
</TABLE>


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

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

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

                  FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                  ----------------------------------------------
                              (Stated in US Dollars)


                                                  1998                1997
                                            -----------------  ------------------
<S>                                         <C>                <C>
Net sales                                   $     113,163,078  $     105,857,354 

Cost of goods sold                                 89,908,460         88,860,220 
                                            -----------------  ------------------
    Gross profit                                   23,254,618         16,997,134 

Selling expenses                                   17,248,674         14,401,745 

Administrative expenses                             3,985,299          3,040,599 
                                            -----------------  ------------------
    Operating income (loss)                         2,020,645           (445,210)

Other income, net                                   1,118,224          1,378,777 

Interest expense                                    2,286,422            649,411 
                                            -----------------  ------------------
    Income before income taxes and
    minority interest                                 852,447            284,156 

Income taxes (note 11)                                 75,710            141,122 

Minority interest in subsidiary                         4,685                  - 
                                            -----------------  ------------------
    Net income                              $         781,422  $         143,034 
                                            =================  ==================
    Earnings per share, basic and diluted   $             .04  $             .01 
                                            =================  ==================
</TABLE>


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

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


                                        CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                        ----------------------------------------------

                                        FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                                        ----------------------------------------------
                                                    (Stated in US Dollars)

                                            Common stock           Paid in    Receivable from     Retained
                                      ------------------------
                                         Shares       Amount       capital     sale of stock  earnings (deficit)     Total
                                      -------------  ---------  -------------  -------------  ----------------  --------------
<S>                                   <C>            <C>        <C>            <C>            <C>               <C>
Balance, December 31, 1996                        -  $       -  $           -  $          -   $             -   $           - 

Issuance of common stock for cash            10,000         10          4,990             -                 -           5,000 
Issuance of common stock for cash            75,000         75         14,925             -                 -          15,000 
Forward stock split, 39 shares to 1       3,315,000      3,315              -             -                 -           3,315 
Forward stock split, 6 shares to 1          510,000        510              -             -                 -             510 
Merger with Centenary S.A.                        -          -      2,476,175             -        (1,662,280)        813,895 

Net income                                        -          -              -             -           143,034         143,034 
                                      -------------  ---------  -------------  -------------  ----------------  --------------
Balance, December 31, 1997                3,910,000      3,910      2,496,090             -        (1,519,246)        980,754 

Issuance for reverse acquisition and
additional capital                       15,053,500     15,053      5,484,947             -                 -       5,500,000 

Net income                                        -          -              -             -           781,422         781,422 
Receivable from sale of stock                     -          -              -      (176,000)                -        (176,000)
                                      -------------  ---------  -------------  -------------  ----------------  --------------
Balance, December 31, 1998               18,963,500  $  18,963  $   7,981,037  $   (176,000)  $      (737,824)  $   7,086,176 
                                      =============  =========  =============  =============  ================  ==============
</TABLE>

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

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

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

                        FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                        ----------------------------------------------
                                    (Stated in US Dollars)

                                                                 1998              1997
                                                           ----------------  ----------------
<S>                                                        <C>               <C>
CASH FLOW FROM OPERATING ACTIVITIES
---------------------------------------------------------                            
Net income                                                 $       781,422   $       143,034 
                                                           ----------------  ----------------
Adjustments to reconcile net income to net cash:
Loss on sale of property                                            65,863                 - 
Depreciation of fixed assets                                       149,471           140,556 
Amortization of intangible assets                                  375,244           276,880 
Gain on sale of trademark                                       (1,091,755)                - 
Changes in assets, liabilities and shareholders' equity:
Accounts receivables                                             3,037,985        (1,742,446)
Other receivables                                                6,039,327        (9,001,851)
Receivable from sale of stock                                     (176,000)                - 
Inventories                                                        523,359          (199,700)
Deferred tax asset                                                 (32,446)          (69,707)
Accounts payable                                               (12,589,885)        5,632,397 
Accrued payroll and related expenses                                42,173            68,497 
Taxes payable                                                      171,348           (38,605)
Advances of customers                                               33,892           115,407 
Other liabilities                                                   (1,927)           15,511 
Minority interest                                                   71,578                 - 
                                                           ----------------  ----------------
                                                                (2,600,351)       (4,660,027)
                                                           ----------------  ----------------
INVESTING ACTIVITIES
---------------------------------------------------------                                    

Purchase of fixed assets                                        (6,072,793)       (2,704,605)
Purchase of intangible assets                                       (1,171)       (2,101,888)
Proceeds of sale of fixed assets                                     7,295                 - 
Proceeds of sale of property held for sale                       1,076,353                 - 
Proceeds of sale of trademark                                    2,550,000                 - 
                                                           ----------------  ----------------
                                                                (2,440,316)       (4,806,493)
                                                           ----------------  ----------------
FINANCING ACTIVITIES
---------------------------------------------------------                                    

Net borrowings (repayments) of short term debt                  (4,875,913)        2,943,598 
Borrowings-long term debt                                        7,285,817         1,618,092 
Issuance of common stock                                         5,500,000                 - 
Advanced capital contribution                                   (4,000,000)        4,000,000 
                                                           ----------------  ----------------
Net cash provided (used in) financing activities                 3,909,904         8,561,690 
                                                           ----------------  ----------------

NET INCREASE (DECREASE) IN CASH                                 (1,130,763)         (904,830)
---------------------------------------------------------                                    

CASH AT THE BEGINNING OF THE YEAR                                1,168,099         2,072,929 
---------------------------------------------------------                                    
                                                           ----------------  ----------------
CASH AT THE END OF THE YEAR                                $        37,336   $     1,168,099 
---------------------------------------------------------                                    
                                                           ================  ================
Supplemental cash flow information:

Cash paid for incomes taxes                                $       338,980   $             - 
Cash paid for interest                                           2,024,144           793,184 
Non cash transaction

Transfer of properties to property held for sale           $             -   $       971,353 
                                                           ================  ================
</TABLE>


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

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


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

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------
                             (stated in US Dollars)



1.     Summary  of  significant  accounting  policies
       ----------------------------------------------

Business
--------

On  November  12,  1998,  CENTENARY  INTERNATIONAL,  CORP.  (formerly R&R, Inc.)
acquired  the  outstanding  stock  of  CENTENARY  S.A.  The merger of  CENTENARY
INTERNATIONAL  CORP. and CENTENARY S.A. is a reverse acquisition where CENTENARY
INTERNATIONAL  CORP.  (a non-operating public shell at the merger date) acquired
an  operating  company,  CENTENARY  S.A.

The merger is accounted for as a recapitalization and all assets and liabilities
of  CENTENARY  S.A.  are recognized at historical cost. The financial statements
include  the  accounts of CENTENARY INTERNATIONAL CORP. and CENTENARY S.A. as if
they  were  merged  as  of  January  1,  1997.

CENTENARY  S.A.,  is an Argentine Company which primarily trades commodities and
agriproducts internationally. The primary commodities and agriproducts which the
Company  trades  are  wheat,  corn,  livestock,  meal  and  poultry. The Company
identifies  and  fulfulls  the  demand  in  foreign  markets  for  agricultural,
livestock and agroindustrial surplus of Mercosur (South American Common Market).

CENTENARY  S.A.  also  operates  an  Argentine  ranch which was acquired for the
development  of  an  olive  grove.

Basis  of  presentation
-----------------------

The  consolidated  financial  statements  have  been prepared in accordance with
generally  accepted  accounting  principles  in  the  United  States.

Principles  of  consolidation
-----------------------------

The  consolidated  financial  statements include the accounts of the Company and
its  majority  owned  subsidiary  CENTENARY S.A.  All  significant  intercompany
accounts and  transactions  have  been  eliminated  in  consolidation.

Allowance  for  doubtful  accounts
----------------------------------

Management  provides  an  allowance  for  doubtful  accounts  when collection of
accounts  receivable  is  in  doubt.

                                      F-7
<PAGE>

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


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

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------
                             (stated in US Dollars)



Inventories
-----------

Inventories  include  merchandise  for  sale at the lower of cost or market. The
cost  of  inventories  has  been determined using the first-in first-out method.

Properties  held  for  sale
---------------------------

Properties  held  for sale are carried at the lower of cost or estimated selling
price  less  cost  of  disposal.

Property,  plant  and  equipment
--------------------------------

Property, plant and equipment are stated at cost. Breeding cattle are carried at
purchase  price  or  the  lower  of  accumulated  maintenance  costs  or market.
Expenditures  for  betterments are capitalized. Costs of maintenance and repairs
are  expensed.

Depreciation  is  provided  using  the  straight  line method over the estimated
useful  lives  of  the  related  depreciable  assets.

Intangibles
-----------

Intangible  assets  consist  of  patents  and  trademarks  carried  at cost less
accumulated  amortization.

Amortization  is  provided  over  the  estimated  life  of  five  years.

The  carrying  value  of  intangibles  is  reviewed  if  facts and circumstances
indicate  that  they  may  be  impaired.
If  this  review  indicates  that  the  intangibles  will not be recoverable, as
determined  based  on  undiscounted  cash  flows  of  the  related  product, the
Company's  carrying  value  will  be  reduced by the estimated shortfall of cash
flows.

Revenue  recognition
--------------------

Revenue  is  recognized  when  the  product  is  shipped.

Income  taxes
-------------

The Company uses the liability method for accounting for income taxes. Under the
liability  method,  deferred  tax assets and liabilities are determined based on
the  difference  between  the  financial  statement  and tax bases of assets and
liabilities as measured by the current enacted tax rates which will be in effect
when  these  differences  reverse. Income tax expense is the tax payable for the
period  and the change during the period in deferred tax assets and liabilities.

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


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

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------
                             (stated in US Dollars)



Advertising  costs
------------------

Advertising  costs  are  expensed  as  incurred.

Foreign  currency  translation
------------------------------

The  financial  statements  of  CENTENARY  S.A.  are translated from pesos to US
Dollars  using  an actual and average exchange rate of $ 1 = US$ 1 for the years
presented.  Beginning  in  the  year ending December 31, 1998, substantially all
trading  transactions  are  denominated  in  US  Dollars.

Earnings  per  share
--------------------

Basic  earnings  per  share is computed by dividing net income by the 18,963,500
shares  outstanding  of  the  combined  companies  as if the reverse acquisition
occurred  January  1,  1997.

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

Fair  value  of  financial  instruments
---------------------------------------

The  carrying  value  of  financial  instruments  approximates  fair  value. The
Company's financial instruments are accounts receivable, accounts payable, short
term  debt  and  long term debt. The Company does not have any off-balance sheet
financial  instruments  or  derivatives.

Use  of  estimates
------------------

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting  period.  Actual  amounts  could  differ  from  those  estimates.

                                      F-9
<PAGE>
                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------


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

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------
                             (stated in US Dollars)


2.     Other  receivables
       ------------------

<TABLE>
<CAPTION>
                                         1998             1997
                                     -------------  ----------------
<S>                                  <C>            <C>
Related party (note 7)               $   1,790,859  $     8,937,931 
Receivables from sale of trademark       1,530,000                - 
Refundable tax credits                   1,251,148          897,383 
Receivable, Platafreight, S.A.             291,986                - 
Other receivables                          279,375          520,479 
Receivable, Sale of Marigold Plant         271,000                - 
Advances to directors                      142,233          145,870 
Notes receivable                            23,556        1,117,821 
                                     -------------  ----------------
                                     $   5,580,157  $    11,619,484 
                                     =============  ================

Allowance for bad debts:

Beginning of year                    $     107,196  $       107,196 
Provision for bad debts                    184,672           84,788 
Charge-off                                       -          (84,788)
                                     -------------  ----------------
End of year                          $     291,868  $       107,196 
                                     =============  ================
</TABLE>

3.     Properties  held  for  sale
       ---------------------------

The  Florida  Street  office  was  sold  during  June, 1998, for approximately $
105,000.

At  December  31,  1997,  the Marigold plant was held for sale. The property was
written  down  by  $  211,233  in  1997  to  its estimated realizable value. The
property  was  sold  in  the  year  ended December 31, 1998, for approximately $
1,100,000.

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


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

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------
                             (stated in US Dollars)



4.     Property,  plant  and  equipment
       --------------------------------

<TABLE>
<CAPTION>
                           Estimated
                          useful life        1998              1997
                          -----------  ----------------  ----------------
<S>                       <C>          <C>               <C>
Land, ranch                         -  $     4,376,000   $     1,992,000 
Buildings, ranch             50 years        1,094,000           498,000 
Buildings, office            50 years          699,000           172,097 
Land improvements, ranch     50 years        2,908,373           755,953 
Machinery                    10 years          817.694           662.757 
Furniture and fixtures       10 years          430,482           380,902 
Olive trees                         -          373,219           222,318 
Breeding livestock                  -          191,699           273,907 
Motor vehicles                5 years          112,673           118,552 
Growing cattle                      -           14,774            46,793 
                                        ---------------  ----------------
                                            11,017,914         5,123,279 

Accumulated depreciation                      (330,878)         (181,407)
                                        ---------------  ----------------
                                       $    10,687,036   $     4,941,872 
                                       ================  ================
</TABLE>


5.     Trademark
       ---------

<TABLE>
<CAPTION>
                                              1998            1997 
                                        ---------------  ----------------
<S>                                    <C>               <C>
Trademark                              $            -  $       2,110,660 

Accumulated amortization                             -          (278,342)
                                        ---------------  ----------------
                                       $             -   $     1,832,318 
                                       ================  ================
</TABLE>

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


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

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------
                             (stated in US Dollars)


6.     Debt
       ----

<TABLE>
<CAPTION>
                          1998           1997
                 -------------  -------------
<S>              <C>            <C>
Short term debt

Bank loans       $     511,199  $   1,970,825
Bank notes                   -      3,362,754
Bank overdraft         315,677        369,210
                 -------------  -------------
                 $     826,876  $   5,702.789
                 =============  =============
</TABLE>

The Company has a bank loan of 511,199 for the financing of exports which is due
April,  1999.  The interest rate is LIBOR (London Interbank Offered Rate) (5.17%
to  December  31,  1998)  plus  3%.

<TABLE>
<CAPTION>
                                              1998            1997 
                                   ----------------  --------------
<S>                                <C>               <C>
Long term debt:

Bank loans                         $     7,513,014   $   6,673,092 
Vendor loans                             5,909,432               - 
Office purchase loan                       536,463               - 
Less current maturities, included
in long term debt-current portion       (1,723,201)       (173,092)
                                   ----------------  --------------
                                   $    12,235,708   $   6,500,000 
                                   ================  ==============
</TABLE>

The  Company  has bank loans of $ 5,115,403 for the prefinancing of exports. The
loans  are  collateralized  by  the  ranch.  One  loan  requires  repayment of $
3,082,833  and  is due in 44 monthly payments of $ 68,182 beginning February 22,
1999  and  the  interest  rate  is  14%.  The other loan requires repayment of $
2,032,570  and  is  due  at  the  Company's  option at six month intervals until
August,  2002  and  the  interest  rate is LIBOR (London Interbank Offered Rate)
(5.17%  at  December  31,  1998)  plus  2%.

The Company also has a bank loan of $ 2,397,611 for financing the development of
the  olive  grove. The loan is collateralized by the ranch. The interest rate is
LIBOR  (London  Interbank Offered Rate ) (5.17% at December 31, 1998) plus 4.5%.
Repayment  of  this  loan  is  due  in  5 annual payments of $ 600,000 beginning
August,  2000.

The  Company  has vendor loan of $ 5,909,432 for commodities purchases. The loan
is collateralized by the ranch. The interest rate is 12%. Repayment of this loan
is  due in 1 payment of $ 105,000, 4 semi-annual payments of $ 500,000 beginning
March,  1999  and  6 semi-annual payments of $ 850,000 beginning February, 2001.

                                     F-12
<PAGE>
                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------


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

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------
                             (stated in US Dollars)



The  Company  has  an  office purchase loan of $ 536,463 for the purchase of the
administrative  office.  The  loan is collateralized by the office. The interest
rate  is  10%.  Repayment  of  this  loan is due in 1 payment of $ 186,963 and 4
annual  payments  of  $  87,375  beginning  January,  2000.

Maturities  of  long-term debt for the next five years at December 31, 1998, are
as  follows:

<TABLE>
<CAPTION>
<S>         <C>
1999        $    1,723,201
2000             1,866,005
2001             2,634,026
2002             4,545,871
2003             2,049,423
Thereafter       1,140,383
            --------------
            $   13,958,909
            ==============
</TABLE>

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

Other  receivables  include amounts due from affiliated companies of $ 1,790,859
and  $  8,937,931  in  1998  and  1997  respectively.

The  Company  purchased $ 26,834,867 and $ 9,659,315 of products and $ 6,566,049
and  $ 9,231,815 of services from affiliated companies, during 1998 and 1997. In
addition,  the Company provides certain administrative services and pays certain
expenses  for  an  affiliated  company.  The  affiliated  company reimbursed the
Company for these costs totaling $ 2,105,540 and $ 634,590 during 1998 and 1997.


8.     Advanced  capital  contribution
       -------------------------------

As  of December 31, 1997 certain shareholders of CENTENARY S.A.contributed cash,
which  was  converted  to  common  stock  in  the  year ended December 31, 1998,
following  authorization  for  the  issuance  of  stock at the December 31, 1997
Shareholders  Meeting.


9.     Restricted  retained  earnings
       ------------------------------

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

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

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

                                     F-13
<PAGE>
                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------


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

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------
                             (stated in US Dollars)



10.     Other  income
        -------------

In  1998,  the  trademark  was  sold  for  $ 2,550,000  and the related gain was
approximately  $  1,090,000.

In  1997,  the  Company sold the right to a special Provincial incentive payment
for  olive  oil  production  to  a  third  party  for  1,100,000.


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

The  components  of  income  tax  expense  are  as  follows:

<TABLE>
<CAPTION>
                                1998          1997 
                            ------------  ------------
<S>                         <C>           <C>
Current

Federal                     $   108,156   $   210,829 
State and local                       -             - 
                            ------------  ------------
Total income taxes current      108,156       210,829 

Deferred tax benefit            (32,446)      (69,707)
                            ------------  ------------
Income taxes                $    75,710   $   141,122 
                            ============  ============
</TABLE>

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

<TABLE>
<CAPTION>
                                         1998         1997 
                                   -----------  -----------
<S>                                <C>          <C>
Tax at statutory rate                    35.0%        33.0%

Amortization of trademarks                  -         29.6%
Non deductible board remuneration           -        (8.2)%
Basis of trademark sold                (17.3)%           - 
Other deductions                        (8.8)%       (4.8)%
                                   ----------   ---------- 
                                          8.9%        49.6%
                                   ===========  ===========
</TABLE>

                                     F-14
<PAGE>
                          CENTENARY INTERNATIONAL CORP.
                          -----------------------------


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

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------
                             (stated in US Dollars)



Significant components of the Company's deferred tax assets at December 31, 1998
and  1997  are  as  follows:

<TABLE>
<CAPTION>
                                        1998       1997
                                    -----------  ---------
<S>                                 <C>          <C>
Deferred tax assets due to:

Allowance for doubtful accounts     $   102,153  $       -
Property held for sale, write-down            -     69,707
                                     ----------   --------
                                    $   102,153  $  69,707
                                    ===========  =========
</TABLE>

12.     Segment  information
        --------------------

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

<TABLE>
<CAPTION>
                               1998              1997
                         ----------------  ----------------
<S>                      <C>               <C>
Pacific                  $     47,291,994  $     33,581,349
Caribbean                      31,836,783        44,142,242
Middle East                    13,646,363                 -
Russia and ex - Soviet         10,291,249        14,671,321
Africa                          4,914,520         2,053,009
China and Far East              3,060,000           244,754
Mercosur                        2,122,169         6,204,364
Mediterranean Countries                 -         4,390,000
Europe, other                           -           570,315
                          ---------------   ---------------
                         $    113,163,078  $    105,857,354
                         ================  ================
</TABLE>

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

                                     F-15
<PAGE>
                          CENTENARY INTERNATIONAL CORP.


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

                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------
                             (stated in US Dollars)
                             ----------------------


13.     Subsequent  events  (unaudited)

On  February  1, 1999, the Company purchased Platafreight S.A., a privately held
company  in  Uruguay  in  the  sea  freight  business.

The  purchase  price  was  $  1,268,000  for  all  the  issued  and  outstanding
Platafreight  stock.

The  transaction  is  expected  to  be  accounted  for  as  a  purchase.

For  1998,  Platafreight  S.A. had net sales of $ 13,008,217 and net income of $
901,080  .

                                     F-16
<PAGE>