UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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


of 1934
For the Fiscal Year Ended December 31, 2008





Commission
File Number: 0-23851





CENTENARY INTERNATIONAL
CORPORATION


(Exact
name of registrant as specified in its charter)





Nevada
                    
                    90-0294913(State
      or other jurisdiction of
                      incorporation
      or organization)
                    
                    (I.R.S.
      Employer
                      Identification
      No.)Av. Roque Saenz Pena 971-8 Piso, (C1035AAE) Buenos
      Aires, Argentina
                      (Address
      of principal executive
      offices)               (Zip
      code)(5411) 4328-3996
                      (Registrant’s
      telephone number, including area code)





Securities
      registered under Section 12(b) of the Act:None
                    (Title
      of each class)
                  N/A
                    (Name
      of Exchange on which
registered)





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




Common Stock, $0.001 par
value


(Title of
Class)





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


Yes oNo x





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


Yes oNo x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.


Yes xNo o





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





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





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




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


Yes xNo o





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





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  The Registrant had 576,682
shares of common stock, $0.001 par value, outstanding as of March 6,
2009.  Effective March 30, 2007 at 5:00 p.m. Eastern Time, the
Company’s outstanding Common Stock underwent a 1 share for 100 shares (1 for
100) reverse stock split.  Immediately following the reverse stock
split, the Company had approximately 193,681 shares of its Common Stock issued
and outstanding.  Throughout this Annual Report, references to shares
outstanding refer to pre-reverse split shares, unless specifically noted
otherwise.





DOCUMENTS
INCORPORATED BY REFERENCE





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




1




TABLE OF
CONTENTS
 
 Page No.PART
      IItem
      1.
                                            Business
                                            3Item
      1A.
                                            Risk
      Factors
                                            7Item
      1B.
                                            Unresolved
      Staff Comments
                                            9Item
      2.
                                            Properties
                                            9Item
      3.
                                            Legal
      Proceedings
                                            9Item
      4.
                                            Submission
      of Matters to a Vote of Security Holders
                                            9PART
      IIItem
      5.
                                            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                            9Item
      6.
                                            Selected
      Financial Data
                                            11Item
      7.
                                            Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                            11Item
      7A.
                                            Quantitative
      and Qualitative Disclosures about Market Risk
                                            16Item
      8.
                                            Financial
      Statements and Supplementary Data
                                            16Item
      9.
                                            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                            27Item
      9A.
                                            Controls
      and Procedures
                                            27Item
      9B.
                                            Other
      Information
                                            28PART
      IIIItem
      10.
                                            Directors,
      Executive Officers and Corporate Governance
                                            28Item
      11.
                                            Executive
      Compensation
                                            30Item
      12.
                                            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                            32Item
      13.
                                            Certain
      Relationships and Related Transactions, and Director
      Independence
                                            34Item
      14.
                                            Principal
      Accounting Fees and Services
                                            36Item
      15.
                                            Exhibits,
      Financial Statement Schedules
                                            36
 
 2
  PART
I
 
 Note
Regarding Forward Looking Statements
 
 This
Annual Report on Form 10-K includes statements that may constitute
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 26A of the Securities Act of 1933,
as amended.  The Company would like to caution readers regarding
certain forward-looking statements in this document and in all of its
communications to shareholders and others.  Statements that are based
on management’s projections, estimates and assumptions are forward-looking
statements.  The words believe, expect, anticipate, intend and similar
expressions generally identify forward-looking statements. While the Company
believes in the veracity of all statements made herein, forward-looking
statements are necessarily based upon a number of estimates, and assumptions
that, while considered reasonable by the Company, are inherently subject to
significant business, economic and competitive uncertainties and contingencies
and known and unknown risks. Many of the uncertainties and contingencies can
affect events and the Company’s actual results and could cause its actual
results to differ materially from this expressed in any forward-looking
statements made by, or on behalf, of the Company.
 
 Note
Regarding Reverse Stock Split
 
 The
Company’s common stock underwent a 1 for 100 share reverse stock split effective
March 30, 2007 at 5:00 p.m. Eastern Time.  Share numbers referred to
herein are expressed in post-reverse split numbers unless specifically
identified otherwise.
 
 ITEM
      1.
              BUSINESS
 
 Business
Development
 
 Company
History and Business
 
 Centenary
International Corporation, a Nevada corporation (the "Company" or “Centenary
International Corporation”), was incorporated on June 10, 1997.  From
its inception through the 1999 fiscal year, the Company was considered an
exporter of food stuffs and commodities from Argentina to the world. However,
the Company abandoned this line of business in 1999, before any revenues were
earned.  The Company re-entered the development stage on January 1,
2000, and has remained an inactive development stage company since that
date.  The Company’s ongoing business expenses are funded primarily
through shareholder loans.
 
 The
Company’s current focus is to seek out and consummate a merger with an existing
operating entity.  Management investigates possible merger candidates
and acquisition opportunities from time to time.  However, management
can provide no assurance that we will have the ability to acquire or merge with
an operating business, business opportunity or property that will be of material
value to us.
 
 It is
anticipated that we will require only nominal capital to maintain our corporate
viability and necessary funds will most likely be provided by our officers and
directors in the immediate future.  However, unless we are able to
facilitate an acquisition of or merger with an operating business or are able to
obtain significant outside financing, there is substantial doubt about our
ability to continue as a going concern.
 
 Since the beginning of2000,the Companyhas been actively
seeking one or more operating companies to merge with or acquire.
 
 The
Company is in the development stage, is inactive and has generated no
significant revenue.  We have been funded primarily through loans from officers and
shareholders.
 
 Search
for Other Possible Acquisitions
 
 Management
plans to investigate, research, and, if justified, potentially acquire or merge
with one or more businesses or business opportunities.  We currently
have no commitment or arrangement, written or oral, to participate in any
business opportunity and we cannot predict the nature of any potential business
opportunity we may ultimately consider.  Management will have broad
discretion in its search for and negotiations with any potential business or
business opportunity. Further, there can be no assurance that we will have the
ability to acquire or merge with an operating business, business opportunity or
property that will be of material value to us.
 
 3
 Focus
on Energy Business
 
 The
control of Centenary International Corp. changed in November 2006.  At
that time, the Company decided to change its focus to identify and obtain
projects related to the energy industry, particularly in South America. These
projects can be acquired by direct investment, or by means of total or partial
acquisition of an existing business or company.
 
 The
Company ́s mission is now to develop an energy business, mainly focusing in oil
and gas exploration and production, while achieving the increase in the
projects’ market value and maximizing our stockholders’ benefits.
 
 Likewise,
we intend that our businesses will be transparent and our reserve certification
policies will be strict to ensure the best information possible for those who
invest in our future projects.
 
 We
believe that the exploration, evaluation and development of any reserves that
the Company discovers, will be the key to success for the future and growth of
the Company.
 
 We also
consider that the mature oil fields in South America provide an important
challenge. Therefore we intend to consider the possibility of strategically
working in partnership within certain stages, with the purpose of reducing costs
and risks.
 
 To
fulfill our mission, our corporate principles consist of looking after the
health and safety of our personnel while involved in operations, taking care of
the environment, and development of projects within a framework of social
responsibility.
 
 We intend
to publicly announce any project as we acquire an interest therein, and include
an estimate of the project’s potential revenues at that time.
 
 With the
purpose of achieving our mission, we intend to focus on the following
objectives:
 
 ü
                  To
      acquire areas with attractive conditions so as to develop processes of
      exploration and production, maximizing the Company’s
      profitability.
 
 ü
                  To
      establish a strict policy for the valuation and registration of the
      hydrocarbons reserves.
 
 ü
                To
      implement high standards in health and safety for the personnel involved
      in our operations.
 
 ü
                To
      assume a strong commitment as regards social responsibility with each
      sector involved (personnel, communities, etc.) wherever our Company
      develops its activities.
 
 ü
                To
      protect the environment within our areas of operation, preventing
      pollution, making efficient use of energy and natural resources, reducing
      emissions, and avoiding
waste.
 
 ü
                To
      comply with the applicable laws and regulations in
  force.
 
 Sources
of Business Opportunities
 
 Management
intends to use various resources in its search for potential business
opportunities including, but not limited to, our officers and directors,
consultants, special advisors, securities broker-dealers, venture capitalists,
members of the financial community and others who may present management with
unsolicited proposals.  Because of our lack of capital, we may not be
able to retain, on a fee basis, professional firms specializing in business
acquisitions and reorganizations.  Rather, we will most likely have to
rely on outside sources, not otherwise associated with us, that will accept
their compensation only after we have finalized a successful acquisition or
merger. To date, we have not engaged or entered into any discussion, agreement
or understanding with a particular consultant regarding our search for business
opportunities.
 
 4
 If we
elect to engage an independent consultant, we will look only to consultants that
have experience in working with small companies in search of an appropriate
business opportunity.  Also, the consultant must have experience in
locating viable merger and/or acquisition candidates and have a proven track
record of finalizing such business consolidations.  Further, we would
prefer to engage a consultant that will provide services for only nominal
up-front consideration and is willing to be fully compensated only at the close
of a business consolidation.
 
 We do not
intend to limit our search to any specific kind of industry or
business.  We may investigate and ultimately acquire a venture that is
in its preliminary or development stage, is already in operation, or in various
stages of its corporate existence and development.  Management cannot
predict at this time the status or nature of any venture in which we may
participate.  A potential venture might need additional capital or
merely desire to have its shares publicly traded.  The most likely
scenario for a possible business arrangement would involve the acquisition of or
merger with an operating business that does not need additional capital, but
which merely desires to establish a public trading market for its
shares.  Management believes that we could provide a potential public
vehicle for a private entity interested in becoming a publicly held corporation
without the time and expense typically associated with an initial public
offering.
 
 Evaluation
 
 Once we
identify a particular entity as a potential acquisition or merger candidate,
management will seek to determine whether acquisition or merger is warranted, or
whether further investigation is necessary.  Such determination will
generally be based on management's knowledge and experience, or with the
assistance of outside advisors and consultants evaluating the preliminary
information available to them.  Management may elect to engage outside
independent consultants to perform preliminary analysis of potential business
opportunities.  However, because of our lack of capital we may not
have the necessary funds for a complete and exhaustive investigation of any
particular opportunity.
 
 In
evaluating such potential business opportunities, we will consider, to the
extent relevant to the specific opportunity, several factors
including:
 
 *
              potential
      benefits to us and our
shareholders;
 *
              working
      capital;
 *
              financial
      requirements and availability of additional
  financing;
 *
              history
      of operation, if any;
 *
              nature
      of present and expected
competition;
 *
              quality
      and experience of management;
 *
              need
      for further research, development or
  exploration;
 *
              potential
      for growth and expansion;
 *
              potential
      for profits; and
 *
              other
      factors deemed relevant to the specific
  opportunity.
 
 There are
certain unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity. There can be no assurance
following consummation of any acquisition or merger that the business venture
will develop into a going concern or, if the business is already operating, that
it will continue to operate successfully. Many potential business opportunities
available to us may involve new and untested products, processes or market
strategies which may not ultimately prove successful.
 
 5
 Form
of Potential Acquisition or Merger
 
 We cannot predict the manner in which we
might participate in a prospective business opportunity.  Each
separate potential opportunity will be reviewed and, upon the basis of that
review, a suitable legal structure or method of participation will be
chosen.  The particular manner in which we participate in a specific
business opportunity will depend upon the nature of that opportunity, the
respective needs and desires of our management and management of the
opportunity, and the relative negotiating strength of the parties
involved.  Actual participation in a business venture may take the
form of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation.  We may act
directly or indirectly through an interest in a partnership, corporation, or
other form of organization, however, we do not intend to participate in an
opportunity through the purchase of a minority stock position.
 
 Because
we have only a very limited amount of liquidassets and a limited
operating history, in the event we successfully acquire or merge with an
operating business opportunity, it is likely that our present shareholders will
experience substantial dilution.  It is also probable that there will
be a change in control of our company.  The owners of any business
opportunity which we acquire or merge with will most likely acquire control
following such transaction.  Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunities, but rather management will attempt to negotiate the best possible
agreement for the benefit of our shareholders.
 
 Presently,
management does not intend to borrow funds to compensate any person, consultant,
promoter or affiliate in relation to the consummation of a potential merger or
acquisition.  However, if we engage any outside advisor or consultant
in our search for business opportunities, it may be necessary for us to attempt
to raise additional funds.  As of the date hereof, we have not made
any arrangements or definitive agreements to use outside advisors or consultants
or to raise any capital.  In the event we do need to raise capital,
most likely the only method available to us would be the private sale of our
securities.  These possible private sales would most likely have to be
to persons known by our directors or to venture capitalists that would be
willing to accept the risks associated with investing in a company with no
current operation.  Because of our nature as a development stage
company, it is unlikely that we could make a public sale of securities or be
able to borrow any significant sum from either a commercial or private lender.
Management will attempt to acquire funds on the best available terms. However,
there can be no assurance that we will be able to obtain additional funding when
and if needed, or that such funding, if available, can be obtained on reasonable
or acceptable terms.  Although not presently anticipated, there is a
remote possibility that we could sell securities to our management or
affiliates.
 
 There
exists a possibility that the terms of any future acquisition or merger
transaction might include the sale of a portion or all of the shares held by our
principal stockholder to parties affiliated with or designated by the potential
business opportunity.  Presently, management has no plans to seek or
actively negotiate such terms.  However, if this situation does arise,
management is obligated to follow our Articles of Incorporation and all
applicable corporate laws in negotiating such an arrangement.  Under
this scenario of a possible sale by our principal stockholder, it is unlikely
that similar terms and conditions would be offered to all other shareholders or
that shareholders would be given the opportunity to approve such a
transaction.
 
 In the
event of a successful acquisition or merger, a finder's fee, in the form of cash
or securities, may be paid to a person or persons instrumental in facilitating
the transaction.  No criteria or limits have been established for the
determination of an appropriate finder's fee, although it is likely that any fee
will be based upon negotiations by us, the business opportunity and the
finder.  Management cannot at this time make an estimate as to the
type or amount of a potential finder's fee that might be paid.  It is
unlikely that a finder's fee will be paid to an affiliate because of the
potential conflict of interest that might result.  If such a fee was
paid to an affiliate, it would have to be in such a manner so as not to
compromise an affiliate's possible fiduciary duty to us or to violate the
doctrine of corporate opportunity. Further, in the unlikely event a finder's fee
was to be paid to an affiliate, we would most likely have such an arrangement
ratified by the shareholders in an appropriate manner.
 
 6
 The Board
of Directors believes that it is possible that the Company may acquire or merge
with a business opportunity in which our principal stockholder and/or our
management has an interest, although no such acquisition is planned at the
present time.
 
 Products
and Services
 
 We
discontinued our business of
exporting food stuffs and commodities from Argentinaand dissolved the
subsidiary that operated the export business through Chapter 7 bankruptcy in
2000.  We have been inactive since 2000.  We presently have
no products or services to sell.
 
 Marketing
and Advertising Methods
 
 We
neither market nor advertise because we have no products or
services.
 
 Dependence
on Major Customers or Suppliers
 
 We are
not dependent on one or a few customers because we have no products or
services
 
 Patents,
Trademarks and Licenses
 
 We
neither own nor have applied for any patents or trademarks.  We do not
license any of our technology from other companies, since we have no
technology.
 
 Competition
 
 We are
aware that there are many other public companies with only nominal assets that
are also searching for operating businesses and other business opportunities as
potential acquisition or merger candidates.  We are in direct
competition with these other public companies in our search for business
opportunities and, due to our very limited funds, it may be difficult to
successfully compete with these other companies.
 
 Employees
 
 The
Company has no employees presently.  The Company’s President, Carlos
Fabian De Sousa, presently is not paid for his services as an officer, director
or employee of the Company, and it is presently anticipated that he will not be
compensated for his services as an officer, director or employee during
2009
 
 ITEM
      1A.
              RISK
      FACTORS
 
 We desire
to take advantage of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995.  The following factors have affected or
could affect actual results and could cause such results to differ materially
from those expressed in any forward-looking statements
made.  Investors should consider carefully the following risks and
speculative factors inherent in and affecting the business of Centenary
International Corp. and an investment in our common stock.
 
 Going
concern issue
 
 Our
independent auditors have expressed a going concern issue. Our ability to
continue as a going concern is dependant upon our ability to attain profitable
operations. We do not have an established source of funds sufficient to cover
operating costs and accordingly there is substantial doubt about our ability to
continue as a going concern.
 
 We have
financed our historical losses primarily from additional investments and loans
by our major shareholders and private offerings of common stock.  We
will be required to seek additional capital in the future for working capital
purposes.  There is no assurance that new capital will be available or
that it will be available on terms that will not result in substantial dilution
or reduction in value of our common stock.  We cannot assure you,
however, that we will be able to raise additional capital in the future to fund
our operations.
 
 7
 We
have a limited operating history
 
 Our extremely limited operating
historyandthe discontinuation of our initial
businessmakes it difficult
to evaluate ourprospects.As a result of our short
operating history, we have only limited financial data and business information
with which to evaluate our business strategies, past performance and investment
in our common stock.
 
 Our
success depends on our ability to retain key management personnel
 
 Our
success depends on our ability to retain key management personnel.  If
we lose Mr. DeSousa, we may be unable to successfully operate our business. We
depend on the continued contributions of our executive officer to work
effectively, to execute our business strategy and to manage our business. The
loss of Mr. DeSousa or his failure to work effectively could have a material
adverse effect on our business, financial condition and results of
operations.
 
 We
have experienced significant operating losses in the past and may have losses in
the future.
 
 We
reported a net loss of $61,757 for the year ended December 31, 2008 and a loss
of $98,117 for the year ended December 31, 2007.  Our accumulated
deficit since inception in 1997 was $8,658,815at December 31,
2008.
 
 Our
competitors have far greater financial and other resources than we
have.
 
 Many
public companies seek to merge with or acquire existing
businesses.  Most of our competitors have more resources than
us.  We cannot provide assurance that we will be able to compete
successfully.
 
 The
market for our common stock is limited, and as such our shareholders may have
difficulty reselling their shares when desired or at attractive market
prices.
 
 We
presently have no market for our common stock.  Historically, when a
market for our stock has existed, our common stock has traded in low volumes and
at low prices.  Some investors view low-priced stocks as unduly
speculative and therefore not appropriate candidates for
investment.  Many institutional investors have internal policies
prohibiting the purchase or maintenance of positions in low-priced
stocks.  This has the effect of limiting the pool of potential
purchases of potential purchases of our common stock at present price
levels.  Shareholders may find greater percentage spreads between bid
and asked prices, and more difficulty in completing transactions and higher
transaction costs when buying or selling our common stock than they would if our
stock were listed on a major stock exchange.
 
 Our
Articles of Incorporation authorize us to issue additional shares of
stock.
 
 We are
authorized to issue up to 50,000,000 shares of common stock, which may be issued
by our board of directors for such consideration, as they may consider
sufficient without seeking shareholder approval.  The issuance of
additional shares of common stock in the future may reduce the proportionate
ownership and voting power of current shareholders.
 
 8
 We
do not intend to pay dividends
 
 We have
never declared or paid any cash dividends on shares of our common stock. We
currently intend to retain our future earnings for growth and development of our
business and, therefore, we do not anticipate paying any dividends in the
foreseeable future.
 
 Possible
"Penny Stock" Regulation
 
 Trading
of our common stock on the OTC Bulletin Board may be subject to certain
provisions of the Securities Exchange Act of 1934, commonly referred to as the
"penny stock" rule. A penny stock is generally defined to be any equity security
that has a market price less than $5.00 per share, subject to certain
exceptions. If our stock is deemed to be a penny stock, trading in our stock
will be subject to additional sales practice requirements on
broker-dealers.
 
 These may
require a broker dealer to:
  *
              make
      a special suitability determination for purchasers of penny
      stocks;
  *
              receive
      the purchaser's written consent to the transaction prior to the purchase;
      and
  *
              deliver
      to a prospective purchaser of a penny stock, prior to the first
      transaction, a risk disclosure document relating to the penny stock
      market.
 
 Consequently,
penny stock rules may restrict the ability of broker-dealers to trade and/or
maintain a market in our common stock. Also, many prospective investors may not
want to get involved with the additional administrative requirements, which may
have a material adverse effect on the trading of our shares.
 
 ITEM
      1B.
              UNRESOLVED
      STAFF COMMENTS
 
 Not
applicable.
 
 ITEM
      2.
              PROPERTIES
 
 FromJanuary2000 through year end 2008, we have occupied an office provided at no cost by our
President.
 
 ITEM
      3.
              LEGAL
      PROCEEDINGS
 
 The
Company is not a party to any material pending legal proceedings.  To
the best of the Company’s knowledge, no governmental authority or other party
has threatened or is contemplating the filing of any material legal proceeding
against the Company.
 
 ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS
 
 No
matters were submitted to a vote of our security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
 
 PART
II
 
 ITEM
      5.
              MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES.
 
 9
 Market
Information
 
 Our
common stock has traded over-the-counter.  It is listed in the Pink
Sheets under the symbol "CTYI."To the best of the Company’s
knowledge there has been no active trading market in the Company’s common stock
during the two years ended December 31, 2008.  The high and low
bid prices for our shares are estimated below for the periods depicted. The
prices in the table reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual
transactions.  The quotations have been adjusted to reflect the
Company’s 1 for 100 share reverse stock split that occurred March 30, 2007 as
though the reverse stock split had occurred January 1, 2007.
 
 YEAR
      ENDED December 31, 2007:
                                
                                LOW
                                
                                
                                HIGH1st
      Quarter
                                
                                $
                                0.00
                                
                                
                                
                                0.002nd
      Quarter
                                
                                
                                0.00
                                
                                
                                
                                0.003rd
      Quarter
                                
                                
                                0.00
                                
                                
                                
                                0.004th
      Quarter
                                
                                
                                0.00
                                
                                
                                
                                0.00YEAR
      ENDED December 31, 2008:
                                
                                LOW
                                
                                
                                HIGH1st
      Quarter
                                
                                $
                                0.00
                                
                                
                                
                                0.002nd
      Quarter
                                
                                
                                0.00
                                
                                
                                
                                0.003rd
      Quarter
                                
                                
                                0.00
                                
                                
                                
                                0.004th
      Quarter
                                
                                
                                0.00
                                
                                
                                
                                0.00
 
 As
discussed above, at the present time, our common stock trades in the Pink
Sheets.  Based on its trading price, our common stock  has
been considered a “penny stock” for purposes of federal securities laws, and
therefore has been subject to certain regulations, which are summarized
below.
 
 The
Securities Enforcement and Penny Stock Reform Act of 1990 requires special
disclosure relating to the market for penny stocks in connection with trades in
any stock defined as a “penny stock.”  Specifically, Rules 15g-1
through 15g-9 under the Securities Exchange Act of 1934 (the “Exchange Act”)
impose sales practice and disclosure requirements on NASD broker-dealers who
make a market in a “penny stock.”  Securities and Exchange Commission
regulations generally define a penny stock to be an equity security that has a
market price of less than $5.00 per share and is not listed on The NASDAQ
SmallCap Stock Market or a major stock exchange. These regulations affect the
ability of broker-dealers to sell the Company’s securities and also may affect
the ability of purchasers of the Company’s common stock to sell their shares in
the secondary market.
 
 Under the
penny stock regulations, a broker-dealer selling penny stock to anyone other
than an established customer or “accredited investor,” generally, an individual
with net worth in excess of $1,000,000 or an annual income exceeding $200,000,
or $300,000 together with his or her spouse, must make a special suitability
determination for the purchaser and must receive the purchaser’s written consent
to the transaction prior to sale, unless the broker-dealer or the transaction is
otherwise exempt. In addition, the penny stock regulations require the
broker-dealer to deliver, prior to any transaction involving a penny stock, a
disclosure schedule prepared by the Commission relating to the penny stock
market, unless the broker-dealer or the transaction is otherwise exempt. A
broker-dealer is also required to disclose commissions payable to the
broker-dealer and the registered representative and current quotations for the
securities. Finally, a broker-dealer is required to send monthly statements
disclosing recent price information with respect to the penny stock held in a
customer’s account and information with respect to the limited market in
penny  stocks.
  As long
as the penny stock regulations apply to the Company’s stock, it may be difficult
to trade such stock because compliance with the regulations can delay and/or
preclude certain trading transactions.  Broker-dealers may be
discouraged from effecting transactions in the Company’s stock because of the
sales practice and disclosure requirements for penny stock. This could adversely
affect the liquidity and/or price of the Company’s common stock, and impede the
sale of the Company’s stock.
  Stockholders
 
 As ofMarch 6,2009there wereapproximately564stockholders of record of our common
stock. This does not include an indeterminate number of shareholders who may
hold their shares in "street name".
 
 10
 Dividends
 
 We have
not declared any cash dividends during the last two fiscal years, and do not
anticipate paying such dividends in the near future. We anticipate that all
earnings, if any, over the next 12 to 24 monthswill likely be retained for
future investments in business, although the Board of Directors may decide
otherwise. Any future determination to pay cash dividends will be at the
discretion of the Board of Directors and will be dependent upon our results of
operations, financial conditions, contractual restrictions, and other factors
deemed relevant by the Board of Directors. We are under no contractual
restrictions in declaring or paying dividends to our common or preferred
shareholders.  There are no material restrictions limiting, or that
are likely to limit, the Company’s ability to pay dividends on our securities,
except for any applicable limitations under Nevada corporate law.
 
 The
future sale of presently outstanding "unregistered" and "restricted" common
stock by present members of management and persons who own more than five
percent of the outstanding voting securities may have an adverse effect on any
market that may develop in our common shares.
 
 Equity
Compensation Plans
 
 The
Company has not approved any compensation plans under which equity securities of
the Company are authorized for issuance.
 
 Recent
Sales of Unregistered Securities
 
 The
Company issued no shares of its common stock during the year ended December 31,
2008 which were not registered under the Securities Act of 1933.
 
 For
information concerning sales of shares of the Company's common stock by the
Company which were not registered under the Securities Act of 1933 during the
fiscal years ended December 31, 2006 and December 31, 2007, please refer to the
Company's annual reports on Form 10-KSB for the fiscal years ended December 31,
2006 and December 31, 2007, respectively, and to the Company’s quarterly reports
on Form 10-QSB or 10-Q for the quarters ended March 31, 2006 and 2007, June 30,
2006 and 2007 and September 30, 2006 and 2007.
  ITEM
      6.
              SELECTED
      FINANCIAL DATA
  A smaller
reporting company is not required to provide the information specified by this
item.
  ITEM
      7.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
 
 The
following plan of operation should be read in conjunction with the financial
statements and accompanying notes and the other financial information appearing
elsewhere in this periodic report. The Company’s fiscal year end is December
31.
 
 This
report and the exhibits attached hereto contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements include, without limitation, statements as to
management’s good faith expectations and beliefs, which are subject to inherent
uncertainties which are difficult to predict and may be beyond the ability of
the Company to control. Forward-looking statements are made based upon
management’s expectations and belief concerning future developments and their
potential effect upon the Company. There can be no assurance that future
developments will be in accordance with management’s expectations or that the
effect of future developments on the Company will be those anticipated by
management.
 
 The words
“believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,”
“will,” and similar expressions identify such forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors that could cause the actual results, performance or
achievements of the Company, or industry results, to differ materially from
future results, performance or achievements expressed or implied by such
forward-looking statements.
 
 11
 These
risks and uncertainties, many of which are beyond the Company’s control, include
(i) the sufficiency of existing capital resources and our ability to raise
additional capital to fund cash requirements for future operations; (ii)
uncertainties involved in the decision to acquire an existing business
opportunity or to embark on a start up venture; (iii) the ability of the Company
to achieve sufficient revenues from the operation of a business opportunity; and
(iv) general economic conditions. Although we believe the expectations reflected
in these forward-looking statements are reasonable, such expectations may prove
to be incorrect.
 
 Readers
are cautioned not to place undue reliance on these forward-looking statements
which reflect management’s view only as of the date of this report. The Company
undertakes no obligation to publicly release the result of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events, conditions or circumstances.
 
 The
following information should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this Form 10-K.
 
 Plan
of Operations
 
 The
Company’s current focus is to seek out and consummate a merger with, or an
acquisition of, an existing operating entity.  We intend to actively
seek out and investigate possible business opportunities for the purpose of
possibly acquiring or merging with one or more business ventures. We do not
intend to limit our search to any particular industry or type of business. From
time to time we investigate possible merger candidates and acquisition
opportunities.  However, we can provide no assurance that we will have
the ability to acquire or merge with an operating business, business
opportunity, or property that will be of material value to us.
 
 We
anticipate that the Company will require only nominal capital to maintain our
corporate viability, and necessary funds will most likely be provided by our
officers and directors, principal stockholder, or their affiliates in the
immediate future.  However, unless we are able to facilitate an
acquisition of or merger with an operating business or are able to obtain
significant outside financing, there is substantial doubt about our ability to
continue as a going concern.
 
 The
Company has not yet entered into any agreement, nor do we have any commitment or
understanding to enter into or become engaged in any transaction, as of the date
of this filing. As of the date hereof, we have not made any arrangements or
definitive agreements to use outside advisors or consultants or to raise any
additional capital.
 
 Until
such time as we acquire another business or company, we do not intend to use any
employees with the possible exception of part-time clerical assistance on an
as-needed basis. Outside advisors or consultants will likely be used only if
they can be obtained for minimal cost or on a deferred payment
basis.  Management is confident that it will be able to operate in
this manner and to continue its search for business opportunities during the
next twelve months.
 
 Results
of Operations
 
 Revenues
and Other Income
 
 During
the twelve month period ended December 31, 2008, the Company remained in the
development stage and we did not realize any revenues from
operations.  Similarly, we did not realize any revenues from
operations during the year ended December 31, 2007.  We recorded other
income in the amount of $3,044 in the year ended December 31, 2008, as compared
to other income of $5,117 recorded during the year ended December 31,
2007.
 
 12
 Expenses
 
 General
and administrative expenses totaled $62,211 in the year ended December 31, 2008,
a decrease of $36,248 from the $98,459 of general and administrative expenses
incurred in the year ended December 31, 2007.  Interest expense
incurred in the year ended December 31, 2008 was $2,590, a decrease of $2,185
from the $4,775 interest expense incurred in the year ended December 31, 2007.
Our expenses are primarily legal and accounting costs incurred in connection
with our public filings.
 
 Net
Losses
 
 As a
result of the foregoing, the Company incurred a net loss of $61,757, or ($0.11)
per share, in the year ended December 31, 2008, compared to a net loss of
$98,117, or ($0.44) per share, in the year ended December 31, 2007.
 
 Liquidity
and Capital Resources
 
 The
Company is in the development stage and, since inception, has experienced
significant changes in liquidity, capital resources and shareholders’
equity.  As of December 31, 2008 the Company has no total assets, and
total liabilities of $96,157.  The liabilities consist of notes
payable-related party of $85,793, accounts payable of $5,409, accounts
payable-related party of $2,500 and accrued interest of
$2,455.
 
 Cash flow
used in operating activities was $65,930 for the twelve month period ended
December 31, 2008, which is identical to the financing cash flows from notes
payable borrowed.
 
 The
Company’s current assets are not sufficient to conduct its plan of operation
over the next twelve (12) months.  The Company anticipates that it may
need to raise approximately $65,000 from equity or debt financing arrangements
to meet the Company’s expenses in the next twelve (12) months.  We
have no current commitments or arrangements with respect to, or immediate
sources of funding. Further, no assurances can be given that funding will be
available to us on acceptable terms. Although, our major shareholder or a
company controlled by him would be the most likely source of new funding in the
form of loans or equity placements in the near future, no commitments have been
made for future investment and the Company has no agreement formal or otherwise.
The Company’s inability to obtain funding, if required, would have a material
adverse affect on its plan of operation.
 
 All of
the Company’s liabilities are current liabilities due within the next
year.
 
 The
Company has no current plans to make any changes in the number of
employees.
 
 Capital
Expenditures
 
 The
Company expended no amounts on capital expenditures during the year ended
December 31, 2008 or during the year ended December 31, 2007.  The
Company has no current plans for the purchase or sale of any plant or
equipment.
 
 Critical
Accounting Policies
 
 In the
notes to the audited consolidated financial statements for the year ended
December 31, 2008, included in this Form 10-K, the Company discusses those
accounting policies that are considered to be significant in determining the
results of operations and its financial position. The Company believes that the
accounting principles utilized by it conform to accounting principles generally
accepted in the United States of America.
 
 13
 The
preparation of financial statements requires Company management to make
significant estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. By their nature, these judgments are subject
to an inherent degree of uncertainty. On an on-going basis, the Company
evaluates estimates. The Company bases its estimates on historical experience
and other facts and circumstances that are believed to be reasonable, and the
results form the basis for making judgments about the carrying value of assets
and liabilities.  The actual results may differ from these estimates
under different assumptions or conditions.
 
 Going
Concern
  The
Company’s auditors expressed substantial doubt as to the Company’s ability to
continue as a going concern as a result of recurring losses, lack of
revenue-generating activities and a deficit accumulated during the development
stage in the amount of $2,339,709as of December 31, 2008.
The Company’s ability to continue as a going concern is subject to the ability
of the Company to realize a profit from operations and /or obtain funding from
outside sources.  Since the Company has no revenue generating
operations, our plan to address the Company’s ability to continue as a going
concern over the next twelve months includes: (1) obtaining additional funding
from the sale of our securities; and/or (2) obtaining loans and grants from our
principal shareholders and/or various financial institutions, where
possible.  Although we believe that we will be able to obtain the
necessary funding to allow the Company to remain a going concern through the
methods discussed above, there can be no assurances that such methods will prove
successful.
  Recent
Accounting Pronouncements
 
 In
preparing financial statements for the year ended December 31, 2008, the Company
adopted the following accounting pronouncements:
 
 In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.
  In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of  premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
  In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
  14
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its financial position, results of operations or cash flows.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No.
51.  This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
financial position, results of operations or cash flows.
 
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141.  This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s financial position, results of operations or cash
flows.
 
 15
 In
February 2007, the FASB, issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157 Fair Value
Measurements.  The Company adopted SFAS No. 159 beginning March
1, 2008. The adoption of this pronouncement did not have an impact on the
Company’s financial position, results of operations or cash flows.
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company adopted this statement March 1, 2008. The adoption of this
pronouncement did not have an impact on the Company’s financial position,
results of operations or cash flows.
 
 ITEM
      7A.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
  A smaller
reporting company is not required to provide the information specified by this
item.
 
 ITEM
      8.
              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
 
 Financial
statements as of and for the fiscal years ended December 31, 2008 and 2007, have
all been examined to the extent indicated in their report by Moore &
Associates, Chartered, independent certified public accountants, and have been
prepared in accordance with generally accepted accounting principles. The
aforementioned financial statements are included below.
  16
 MOORE
& ASSOCIATES, CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB REGISTERED
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
the Board of Directors
 Centenary
International Corporation
 (A
Development Stage Company)
  We have
audited the accompanying balance sheet of Centenary International Corporation (A
Development Stage Company) as of December 31, 2008 and December 31, 2007, and
the related statements of operations, stockholders’ equity and cash flows for
the years ended December 31, 2008 and December 31, 2007 and since inception on
January 1, 2000 through December 31, 2008. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Centenary International Corporation
(A Development Stage Company) as of December 31, 2008 and December 31, 2007, and
the related statements of operations, stockholders’ equity and cash flows for
the years ended December 31, 2008 and December 31, 2007 and since inception on
January 1, 2000 through December 31, 2008, in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company does not have an established source of revenues
sufficient to cover its operating expenses, which raises substantial doubt about
its ability to continue as a going concern. Management’s plans concerning these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
 
 /s/
Moore & Associates, Chartered
 
 Moore
& Associates Chartered
 Las
Vegas, Nevada
 March 30,
2009
 
 2675 S. Jones Blvd. Suite
109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501
  17
 Centenary International
      Corporation(A Development Stage
      Company)Balance
    Sheets
  December,
31
                                  
                                  
                                  December
31,2008
                                  
                                  
                                  2007ASSETSCurrent
    AssetsCash
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Prepaid
      expenses
                                  
                                  
                                  -
                                  
                                  
                                  
                                  5,000Total Current
      Assets
                                  
                                  
                                  -
                                  
                                  
                                  
                                  5,000TOTAL
ASSETS
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  5,000LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable
                                  
                                  $
                                  5,409
                                  
                                  
                                  $
                                  6,523Accounts payable - related
      party
                                  
                                  
                                  2,500
                                  
                                  
                                  
                                  12,918Accrued
      interest
                                  
                                  
                                  2,455
                                  
                                  
                                  
                                  96Notes payable - related
      party
                                  
                                  
                                  85,793
                                  
                                  
                                  
                                  19,863Total Current
      Liabilities
                                  
                                  
                                  96,157
                                  
                                  
                                  
                                  39,399STOCKHOLDERS' EQUITY
      (DEFICIT)Common Stock; 50,000,000 shares
      authorized,at $0.001 par value, 576,682 and
      576,682 shares issuedand outstanding,
      respectively
                                  
                                  
                                  577
                                  
                                  
                                  
                                  577Additional paid-in
      capital
                                  
                                  
                                  8,562,081
                                  
                                  
                                  
                                  8,562,081Deficit accumulated prior to the
      development stage
                                  
                                  
                                  (6,319,106
                                  )
                                  
                                  
                                  (6,319,106
                                  )Deficit accumulated during the
      development stage
                                  
                                  
                                  (2,339,709
                                  )
                                  
                                  
                                  (2,277,952
                                  )Total Stockholders' Equity
      (Deficit)
                                  
                                  
                                  (96,157
                                  )
                                  
                                  
                                  (34,400
                                  )TOTAL LIABILITIES AND
      STOCKHOLDERS'EQUITY
      (DEFICIT)
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  5,000
    18
 Centenary
      International Corporation(A Development Stage
      Company)Statements of
      Operations
  From
    Inceptionof the
      DevelopmentStage onJanuary 1,
    2000For the Years
      Ended
                                            
                                            
                                            ThroughDecember
31,
                                            
                                            
                                            December
31,2008
                                            
                                            
                                            2007
                                            
                                            
                                            2008REVENUES
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -OPERATING
      EXPENSESGeneral and
      administrative
                                            
                                            
                                            62,211
                                            
                                            
                                            
                                            98,459
                                            
                                            
                                            
                                            480,177Total Operating
      Expenses
                                            
                                            
                                            62,211
                                            
                                            
                                            
                                            98,459
                                            
                                            
                                            
                                            480,177OPERATING
    LOSS
                                            
                                            
                                            (62,211
                                            )
                                            
                                            
                                            (98,459
                                            )
                                            
                                            
                                            (480,177
                                            )OTHER INCOME
      (EXPENSES)Other
income
                                            
                                            
                                            3,044
                                            
                                            
                                            
                                            5,117
                                            
                                            
                                            
                                            55,876Interest
      expense
                                            
                                            
                                            (2,590
                                            )
                                            
                                            
                                            (4,775
                                            )
                                            
                                            
                                            (208,840
                                            )Total Other Income
      (Expenses)
                                            
                                            
                                            454
                                            
                                            
                                            
                                            342
                                            
                                            
                                            
                                            (152,964
                                            )LOSS FROM CONTINUING
      OPERATIONS
                                            
                                            
                                            (61,757
                                            )
                                            
                                            
                                            (98,117
                                            )
                                            
                                            
                                            (633,141
                                            )LOSS FROM DISCONTINUED
      OPERATIONS
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (1,706,568
                                            )NET LOSS BEFORE INCOME
      TAXES
                                            
                                            $
                                            (61,757
                                            )
                                            
                                            $
                                            (98,117
                                            )
                                            
                                            $
                                            (2,339,709
                                            )PROVISION FOR INCOME
      TAXES
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -NET LOSS
                                            
                                            $
                                            (61,757
                                            )
                                            
                                            $
                                            (98,117
                                            )
                                            
                                            $
                                            (2,339,709
                                            )BASIC LOSS PER
      SHARE
                                            
                                            $
                                            (0.11
                                            )
                                            
                                            $
                                            (0.44
                                            )WEIGHTED AVERAGE
      NUMBEROF SHARES
      OUTSTANDING
                                            
                                            
                                            576,682
                                            
                                            
                                            
                                            225,517
  
 19
 Centenary International
      Corporation(A Development Stage
      Company)Statements of
      Stockholder’s Equity
(Deficit)
  Common
Stock
                                                                                            
                                                                                            
                                                                                            Additional Paid-in
                                                                                            
                                                                                            
                                                                                            AccumulatedShares
                                                                                            
                                                                                            
                                                                                            Amount
                                                                                            
                                                                                            
                                                                                            Capital
                                                                                            
                                                                                            
                                                                                            Deficit
                                                                                            
                                                                                            
                                                                                            TotalBalance, December 31,
      2003
                                                                                            
                                                                                            
                                                                                            193,600
                                                                                            
                                                                                            
                                                                                            $
                                                                                            194
                                                                                            
                                                                                            
                                                                                            $
                                                                                            8,360,035
                                                                                            
                                                                                            
                                                                                            $
                                                                                            (2,980,106
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            5,380,123Net loss for the year
      endedDecember 31,
      2004
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            (73,000
                                                                                            )
                                                                                            
                                                                                            
                                                                                            (73,000
                                                                                            )Balance, December 31,
      2004
                                                                                            
                                                                                            
                                                                                            193,600
                                                                                            
                                                                                            
                                                                                            
                                                                                            194
                                                                                            
                                                                                            
                                                                                            
                                                                                            8,360,035
                                                                                            
                                                                                            
                                                                                            
                                                                                            (3,053,106
                                                                                            )
                                                                                            
                                                                                            
                                                                                            5,307,123Net income for the year
      endedDecember 31,
      2005
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            897,544
                                                                                            
                                                                                            
                                                                                            
                                                                                            897,544Balance, December 31,
      2005
                                                                                            
                                                                                            
                                                                                            193,600
                                                                                            
                                                                                            
                                                                                            
                                                                                            194
                                                                                            
                                                                                            
                                                                                            
                                                                                            8,360,035
                                                                                            
                                                                                            
                                                                                            
                                                                                            (2,155,562
                                                                                            )
                                                                                            
                                                                                            
                                                                                            6,204,667Contributed
      capital
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            10,929
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            10,929Net loss for the year
      endedDecember 31,
      2006
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            (24,273
                                                                                            )
                                                                                            
                                                                                            
                                                                                            (24,273
                                                                                            )Balance, December 31,
      2006
                                                                                            
                                                                                            
                                                                                            193,600
                                                                                            
                                                                                            
                                                                                            
                                                                                            194
                                                                                            
                                                                                            
                                                                                            
                                                                                            8,370,964
                                                                                            
                                                                                            
                                                                                            
                                                                                            (2,179,835
                                                                                            )
                                                                                            
                                                                                            
                                                                                            6,191,323Capitalization of
      Debts
                                                                                            
                                                                                            
                                                                                            383,001
                                                                                            
                                                                                            
                                                                                            
                                                                                            383
                                                                                            
                                                                                            
                                                                                            
                                                                                            191,117
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            191,500Net loss for the year
      endedDecember 31,
      2007
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            (98,117
                                                                                            )
                                                                                            
                                                                                            
                                                                                            (98,117
                                                                                            )Balance, December 31,
      2007
                                                                                            
                                                                                            
                                                                                            576,601
                                                                                            
                                                                                            
                                                                                            
                                                                                            577
                                                                                            
                                                                                            
                                                                                            
                                                                                            8,562,081
                                                                                            
                                                                                            
                                                                                            
                                                                                            (2,277,952
                                                                                            )
                                                                                            
                                                                                            
                                                                                            6,284,706Fractional shares
      issued
                                                                                            
                                                                                            
                                                                                            81
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -Net loss for the year
      endedDecember 31,
      2008
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            
                                                                                            (61,757
                                                                                            )
                                                                                            
                                                                                            
                                                                                            (61,757
                                                                                            )Balance, December 31,
      2008
                                                                                            
                                                                                            
                                                                                            576,682
                                                                                            
                                                                                            
                                                                                            $
                                                                                            577
                                                                                            
                                                                                            
                                                                                            $
                                                                                            8,562,081
                                                                                            
                                                                                            
                                                                                            $
                                                                                            (2,339,709
                                                                                            )
                                                                                            
                                                                                            $
                                                                                            6,222,949Add: Deficit accumulated
      prior to the development stage
                                                                                            
                                                                                            
                                                                                            
                                                                                            (6,319,106
                                                                                            )Equals: Total accumulated
      deficit
                                                                                            
                                                                                            
                                                                                            $
                                                                                            (8,658,815
                                                                                            )
    20
 Centenary
      International Corporation(A Development Stage
      Company)Statements of Cash
      Flows
  From
    Inceptionof theDevelopmentStage onJanuary 1,For the Years
      Ended
                                      
                                      
                                      2000
ThroughDecember
31,
                                      
                                      
                                      December
31,2008
                                      
                                      
                                      2007
                                      
                                      
                                      2008CASH FLOWS FROM OPERATING
      ACTIVITIESNet Loss
                                      
                                      $
                                      (61,757
                                      )
                                      
                                      $
                                      (98,117
                                      )
                                      
                                      $
                                      (2,339,709
                                      )Adjustment to reconcile net loss
      to netcash used by operating
      activities:Discountinued
      operations
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,677,112Gain on expiration of
      debt
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,015,382
                                      )Changes in operating assets and
      liabilities(Increase) decrease in prepaid
      expenses
                                      
                                      
                                      5,000
                                      
                                      
                                      
                                      (5,000
                                      )
                                      
                                      
                                      -Increase (decrease) in accrued
      expenses
                                      
                                      
                                      2,359
                                      
                                      
                                      
                                      (341
                                      )
                                      
                                      
                                      222,838Increase (decrease) in accounts
      payable
                                      
                                      
                                      (11,532
                                      )
                                      
                                      
                                      (2,178
                                      )
                                      
                                      
                                      228,009Net Cash used by Operating
      Activities
                                      
                                      
                                      (65,930
                                      )
                                      
                                      
                                      (105,636
                                      )
                                      
                                      
                                      (227,132
                                      )CASH FLOWS FROM INVESTING
      ACTIVITIES
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -CASH FLOWS FROM FINANCING
      ACTIVITIESBorrowings of notes
      payable
                                      
                                      
                                      65,930
                                      
                                      
                                      
                                      105,636
                                      
                                      
                                      
                                      65,930Net Cash Provided by
      FinancingActivities
                                      
                                      
                                      65,930
                                      
                                      
                                      
                                      105,636
                                      
                                      
                                      
                                      65,930NET DECREASE IN
      CASH
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -CASH AT THE BEGINNING OF
      PERIOD
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -CASH AT END OF
      PERIOD
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -SUPPLIMENTAL DISCLOSURES OF CASH
      FLOW INFORMATIONCASH PAID
    FORInterest
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -Income
Taxes
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -NON CASH FINANCING
      ACTIVITIES:Contributed
      Capital
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      10,929Common stock issued for
      debt
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      191,500
                                      
                                      
                                      $
                                      191,500
 21
 
 Centenary
International Corporation
 (A
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2008 and 2007
  NOTE 1 -ORGANIZATION AND
HISTORY
 
 The
Company was incorporated under the laws of the State of Nevada on June 10, 1997.
The Company ceased all operating activities during the year ended December 31,
1999, before any revenues were earned The Company re-entered the development
stage on January 1, 2000, and has remained an inactive development stage company
since that date. The Company’s ongoing business expenses are funded primarily
through shareholder loans.
 
 The
Company has no products or services as of December 31, 2008. The Company’s
current business model is to be a vehicle to seek merger or acquisition
candidates. The Company intends to acquire interests in various business
opportunities, which in the opinion of management will provide a profit to the
Company.
 
 NOTE 2 -SIGNIFICANT ACCOUNTING
POLICIES
 
 a.
Accounting Method
 
 The
Company’s financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31 year-end.
 
 b. Basic
Income (Loss) Per Share
 For
      the Year Ended
                                        December
      31, 2008Loss
                                      
                                      Shares
                                      
                                      Per
      Share(Numerator)
                                      
                                      (Denominator)
                                      
                                      Amount$
                                      (61,757
                                      )
                                      576,682
                                      
                                      $
                                      (0.11
                                      )
 
 For
      the Year EndedDecember
      31, 2007Income
                                      
                                      Shares
                                      
                                      Per
      Share(Numerator)
                                      
                                      (Denominator)
                                      
                                      Amount$
                                      (98,117
                                      )
                                      225,517
                                      
                                      $
                                      (0.44
                                      )
 The
computations of basic loss per share of common stock are based on the weighted
average number of shares outstanding at the date of the financial
statements.
  c.
Provision for Taxes
 
 Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely that not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.
 
 22
  Centenary
International Corporation
 (A
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2008 and 2007
 
 NOTE 2 -SIGNIFICANT ACCOUNTING
POLICIES
 
 c.
Provision for Taxes (Continued)
 
 Net
deferred tax assets consist of the following components as of December 31, 2008
and 2007:
 
 2008
                                
                                
                                2007Deferred
      tax assetsNOL
      Carryover
                                
                                $
                                706,265
                                
                                
                                $
                                682,180Valuation
      allowance
                                
                                
                                (706,265
                                )
                                
                                
                                (682,180
                                )Net
      deferred tax asset
                                
                                $
                                -
                                
                                
                                $
                                -
 
 The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal income tax rate of 39% to pretax income from
continuing operations for the years ended December 31, 2008 and 2007 due to the
following:
 2008
                                
                                2007Book
      loss
                                
                                $
                                (24,085
                                )
                                
                                $
                                (9,466
                                )Valuation
      allowance
                                
                                
                                24,085
                                
                                
                                
                                9,466$
                                -
                                
                                
                                $
                                -
 
 At
December 31, 2008, the Company had net operating loss carryforwards of
approximately $3,128,000 that may be offset against future taxable income
through the year 2028. No tax benefit has been reported in the December 31, 2008
financial statements since the potential tax benefit is offset by a valuation
allowance of the same amount.
 
 Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carryforwards for Federal income tax reporting purposes are subject to
annual limitations. Should a change in ownership occur, net operating loss
carryforwards may be limited as to use in the future.
 
 d.
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
 
 e. Fair
Value of Financial Instruments
 
 As at
December 31, 2008, the fair value of cash and accounts and advances payable,
including amounts due to and from related parties, approximate carrying values
because of the short-term maturity of these instruments.
  23
  Centenary
International Corporation
 (A
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2008 and 2007
 
 NOTE 2 -SIGNIFICANT ACCOUNTING
POLICIES
 
 f.
Recently Issued Accounting Pronouncements
 
 In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.
 
 In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claims liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
years. SFAS No. 163 has no effect on the Company’s financial position,
statements of operations, or cash flows at this time.
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
 
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133.This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its financial position, results of operations or cash flows.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment.  In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.
  24
  Centenary
International Corporation
 (A
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2008 and 2007
 
 NOTE 2 -SIGNIFICANT ACCOUNTING
POLICIES
 
 f.
Recently Issued Accounting Pronouncements
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No.
51.  This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
financial position, results of operations or cash flows.
 
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’ This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141.  This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s financial position, results of operations or cash
flows.
 
 In
February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities applies to all entities with available for
sale or trading securities. Some requirements apply differently to entities that
do not report net income. SFAS No. 159 is effective as of the beginning of an
entity’s first fiscal year that begins after November 15, 2007. Early adoption
is permitted as of the beginning of the previous fiscal year provided that the
entity makes that choice in the first 120 days of that fiscal year and also
elects to apply the provisions of SFAS No. 157 Fair Value
Measurements.  The Company adopted SFAS No. 159 beginning March
1, 2008. The adoption of this pronouncement did not have an impact on the
Company’s financial position, results of operations or cash flows.
 
 g.
Equity-Based Compensation
 
 The
Company adopted SFAS No. 123-R effective January 1, 2006 using the
modified prospective method. Under this transition method, stock compensation
expense includes compensation expense for all stock-based compensation awards
granted on or after January 1,2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS No. 123-R. The Company
has not issued any equity based compensation as of December 31,
2007.
 
 25
  Centenary
International Corporation
 (A
Development Stage Company)
 Notes to
the Financial Statements
 December
31, 2008 and 2007
 
 NOTE 2 -SIGNIFICANT ACCOUNTING
POLICIES
 
 h.
Revenue Recognition
 
 The
Company has no source of revenues. Revenue recognition policies will be
determined when principal operations begin.
 
 i. Cash
and Cash Equivalents
 
 For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
 
 NOTE 3 -GOING CONCERN
 
 The
Company’s financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company does not have significant
cash or other current assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a going
concern. The Company is seeking to merge with an existing operating
company.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plan described in the preceding paragraph
and eventually attain profitable operations. The accompanying financial
statements do not include any adjustments that may be necessary if the Company
is unable to continue as a going concern.
 
 NOTE 4 -RELATED PARTY
TRANSACTIONS
 
 The
Company owes $2,500 to its President for fees as of December 31,
2008.
 
 The
Company owes notes payable to shareholders of $85,793 plus accrued interest of
$2,455 as of December 31, 2008. The notes payable accrue interest at LIBOR plus
2% per annum, are unsecured and due upon demand.
 
 During
the year ended December 31, 2007, the Company issued 383,001 shares of its
common stock in satisfaction $191,500 of related party debt.
 26
 ITEM
      9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.
 
 None.
 
 ITEM
      9A.
              CONTROLS
      AND PROCEDURES
 
 The
Company’s president acts both as the Company’s chief executive officer and chief
financial officer and is responsible for establishing and maintaining disclosure
controls and procedures for the Company.
 
 Evaluation of disclosure controls and
procedures.
 
 Under the
supervision and with the participation of management, Carlos Fabian De Sousa,
acting as our chief executive officer and chief financial officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (“Exchange Act”), as of December 31, 2008. Based on this
evaluation, our chief executive officer and chief financial officer concluded
that, as of the end of the period covered by this report, our disclosure
controls and procedures were effective to ensure that the information required
to be disclosed by us in the reports we submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the applicable rules and forms and that such information was accumulated and
communicated to our chief executive officer and chief financial officer, in a
manner that allowed for timely decisions regarding required
disclosure.
 
 Management’s Annual Report on
Internal Control Over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act.  Our internal control system was
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes, in
accordance with generally accepted accounting principles.  Because of
inherent limitations, a system of internal control over financial reporting may
not prevent or detect misstatements.  Therefore, even those systems
determined to be effective can provide only reasonable, not absolute, assurance
of achieving their control objectives.  Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate due to change in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
 
 Our
management, including our principal executive officer and principal accounting
officer, conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control
-Integrated Framework.  Based upon this evaluation, our management,
including the Chief Executive Officer and Principal Financial Officer, has
concluded that our internal controls over financial reporting were effective as
of December 31, 2008.
 
 During
the quarter ended December 31, 2008, there has been no change in our internal
controls over financial reporting (as defined in Rules 13a-15 and 15d-15 under
the Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.
 
 This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only the management’s report in this
annual report.
 
 27
 ITEM
      9B.
              OTHER
      INFORMATION
 
 None.
 PART
III
 
 ITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
 
 The
following table sets forth certain information regarding our executive officers
and directors: as of December 31, 2008:
 
 Name
                      Age
                      PositionCarlos
      Fabian De Sousa
                      41
                      President,
      Sole Director, Chief Executive Officer, Chief Financial
      Officer,
 
 The
directors and officers are elected and will serve until the next annual meeting
of the shareholders or until their death, resignation, retirement, removal,
disqualification, or until their successors have been duly elected and
qualified. All officers serve at the will of the Board of
Directors.
 
 CARLOS
FABIAN DE SOUSA has served as a director of Centenary International Corp. since
November 2007.  He has also served as President, Chief Executive
Officer, Chief Financial Officer, Secretary and Treasurer of Centenary
International Corp. since December 31, 2007.  He is a Certified Public
Accountant, and he has worked in the Oil & Gas Industry in Argentina since
1993.  Initially Mr. De Sousa worked for Hispano Americana de
Petroleos S.A. (HAPSA) as Administration and Financial Manager.  HAPSA
engaged in the business of drilling oil wells, wells completion, wells workover
and intervention and hot oil services.  From 1996 to 1997, Mr. De
Sousa worked as an Administration and Financial Advisor for FORASOL – FORAMER in
its Latam operations.  From late 1998 to mid-2001, Mr. De Sousa was
the General Manager of Almeria Austral S.A., a company that provided services of
drilling, intervention and completion of wells to the Oil & Gas Industry in
Argentina.  By 2001, together with Mr. Cristobal Manual Lopez and Mrs.
Muriel Lucia Sosa, Mr. De Sousa founded Oil m&s S.A., where at present he is
the Vice President and a director.  Mr. De Sousa also owns
approximately 30% of Oil m&s S.A.  This company has become a
principal provider of services for the Oil and Gas Industry in
Argentina.  Mr. De Sousa is also the President and General Director of
Alcalis de la Patagonia SAIC, a company dedicated to the production of
alkali.  He is also a Director of Tecnological S.A. (IT developments),
Oil Minerals S.A. (real estate) and Oil Construcciones S.A. (building
industry).  Mr. De Sousa is not a director of any other companies that
file period reports with the U.S. Securities and Exchange
Commission.
 
 Significant
employees
 
 The
Company has no present employees who are expected to make a significant
contribution to the Company’s business.  It is expected that the
current member of management will be the only individual whose activities will
be material to the Company’s operations.  Members of management are
the only persons who may be deemed to be promoters of the Company.
 
 Family
relationships
 
 There are
no family relationships between any directors or executive officers of the
Company either by blood or by marriage.
 
 28
 Involvement
in certain legal proceedings
 
 During
the past five years, no present or former director, person nominated to become a
director, executive officer, promoter or control person of the
Company:
 
 (1) was a
general partner or executive officer of any business which filed a petition in
bankruptcy or against which any bankruptcy petition was filed, either at the
time of the bankruptcy or two years prior to that time;
 
 (2) was
convicted in a criminal proceeding or is named subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);
 
 (3) was
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining him from or otherwise limiting his involvement in the following
activities:
 
 (i) Acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, any other person
regulated by the Commodity Futures Commission, or an associated person of any of
the foregoing, or as an investment adviser,  underwriter, broker or
dealer in securities, or as an affiliated person, director or employee of any
investment company, bank, savings and loan association or insurance company, or
engaging in or continuing any conduct or practice in connection with such
activity;
 
 (ii) Engaging in any type of business
practice; or
 
 (iii) Engaging in any activity in
connection with the purchase or sale of any security or commodity or in
connection with any violation of Federal or State securities laws or Federal
commodities laws; or
 
 (4) was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any Federal or State authority barring, suspending or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described in paragraph (3)(i) above, or to be associated with
persons engaged in any such activity; or
 
 (5) was
found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any Federal or State
securities law, and the judgment in such civil action or funding by the
Commission has not been subsequently reversed, suspended, or vacated;
or
 
 (6) was
found by a court of competent jurisdiction in a civil action or by the Commodity
Futures Trading Commission to have violated any Federal commodities law, and the
judgment in such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Exchange Act requires directors, officers and persons who own more
than 5% of a registered class of our equity securities to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Directors, officers and greater than 5% shareholders are required by SEC
regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely upon our review of the copies of such forms that we received during
the fiscal year ended December 31, 2008, we believe that each person who at any
time during the fiscal year was a director, officer or beneficial owner of more
than 5% of our common stock complied with all Section 16(a) filing requirements
during such fiscal year.
 
 29
 Code
of Ethics
 
 We have
recently adopted a Code of Ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, and persons performing similar functions.A copy of the
Code of Ethics is attached to this Annual Report as Exhibit 14.1.
 
 Audit
Committee and Financial Expert
 
 At the
present time, our Board of Directors serves as our audit
committee.  Mr. DeSousa, our sole director, is a financial
expert.  Mr. DeSousa is not independent since he is an officer of the
Company.
 
 Nominating
Committee
 
 The
Company does not have a standing nominating committee or a committee performing
similar functions, as the Board of Directors consists of only one member. Due to
the Company's size, it is difficult to attract individuals who would be willing
to accept membership on the Company's Board of Directors.  Therefore,
with only one member of the Board of Directors, the full Board of Directors
would participate in nominating candidates to the Board of
Directors.  The Company did not have an annual meeting of shareholders
in the past fiscal year.
 
 Other
Committees
 
 We
presently do not have a compensation committee, executive committee of our Board
of Directors, stock plan committee or any other committees.
 
 ITEM
      11.
              EXECUTIVE
      COMPENSATION
 
 The
following table shows compensation earned during fiscal 2008 and 2007 by the
Chief Executive Officer and by any other executive officers whose compensation
during one of the two fiscal years totaled $100,000 or more The information in
the table includes salaries, bonuses, stock options granted, restricted stock
awards granted and other miscellaneous compensation. We presently have no long
term compensation benefits.
 
 30
  SUMARY
COMPENSATION TABLE
 
 Name
      and Principal Positions
                                                                        
                                                                        Fiscal
      Year
                                                                        
                                                                        Salary
                                                                        
                                                                        
                                                                        Bonus
                                                                        
                                                                        
                                                                        Number
      of Securities Underlying Options
                                                                        
                                                                        
                                                                        All
      Other Compensation(1)
                                                                        
                                                                        
                                                                        TotalCarlos
      Fabian De Sousa
                                                                        
                                                                        2008
                                                                        
                                                                        $
                                                                        -0-
                                                                        
                                                                        
                                                                        $
                                                                        -0-
                                                                        
                                                                        
                                                                        $
                                                                        -0-
                                                                        
                                                                        
                                                                        $
                                                                        -0-
                                                                        
                                                                        
                                                                        $
                                                                        -0-CEO,
      CFO & Director
                                                                        
                                                                        2007
                                                                        
                                                                        $
                                                                        -0-
                                                                        
                                                                        
                                                                        $
                                                                        -0-
                                                                        
                                                                        
                                                                        $
                                                                        -0-
                                                                        
                                                                        
                                                                        $
                                                                        -0-
                                                                        
                                                                        
                                                                        $
                                                                        -0-Hector
      Patron Costas
                                                                        
                                                                        2007
                                                                        
                                                                        $
                                                                        -0-
                                                                        
                                                                        
                                                                        $
                                                                        -0-
                                                                        
                                                                        
                                                                        $
                                                                        -0-
                                                                        
                                                                        
                                                                        $
                                                                        60,000
                                                                        
                                                                        
                                                                        $
                                                                        60,000Former
      CEO, CFO &Director
 
 (1)From
approximately November 1, 2006 through December 31, 2007, Hector Patron Costas
received a director’s fee of $5,000 per month.  On an annualized
basis, this equals $60,000 per year.  Mr. Costas served as the CEO,
CRO and a director until December 31, 2007.
 
 Columns
have been omitted from the Summary Compensation Table above for stock awards,
option awards, non-equity incentive plan compensation and changes in pension
value and nonqualified deferred compensation earnings since there were
none.
 
 Bonuses
and Deferred Compensation
 
 None.
 
 Other
Director Compensation
 
 Hector
Patron Costas received a director’s fee of $5,000 per month from approximately
November 1, 2006 through December 31, 2007.  Mr. De Sousa currently is
not receiving any compensation for serving as an officer, director or employee
of the Company
 
 Employment
contracts and termination of employment and change-in-control
arrangements
 
 There are
no employment contracts, compensatory plans or arrangements, including payments
to be received from the Company with respect to any executive officer of the
Company which would in any way result in payments to any such person because of
his or her resignation, retirement or other termination of employment with the
Company or its subsidiaries, any change in control of the Company or a change in
the person's responsibilities following a change in control of the
Company.
 
 There are
no agreements or understandings for any director or executive officer to resign
at the request of another person.  None of the Company’s directors or
executive officers is acting on behalf of or will act at the direction of any
other person.
 
 The
Company presently has no employment agreements with any of its executive
officers.
 
 Compensation
pursuant to plans; pension table
 
 There
were no stock awards, restricted stock awards, stock options, stock appreciation
rights, long-term incentive plan compensation or similar rights granted to any
of our officers or directors.  None of our officers or directors
presently holds directly any stock options or stock purchase rights. We have no
retirement, pension, profit sharing, or other plan covering any of our officers
and directors.
 
 We have
adopted no formal stock option plans for our officers, directors and/or
employees. We reserve the right to adopt one or more stock options plans in the
future.  Presently we have no plans to issue additional shares of our
common or preferred stock or options to acquire the same to our officers,
directors or their affiliates or associates.
 
 31
 Other
compensation
 
 None.
 
 Compensation
Committee Interlocks and Insider Participation
 
 The
Company has no compensation Committee, and the function of the compensation
committee is handled by the Board of Directors.  Carlos Fabian De
Sousa is the only member of the Board of Directors who is also an officer of the
Company.
 
 Compensation
Committee Report
 
 The
Company has no compensation Committee, and the function of the compensation
committee is handled by the Board of Directors.  Carlos Fabian De
Sousa is the only member of the Board of Directors.  He is also an
officer of the Company.  He decided that he would not be paid any
compensation from the Company during 2008.
 
 ITEM
      12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED
      STOCKHOLDER MATTERS
 
 Security
ownership of certain beneficial owners
 
 The
following table sets forth the share holdings of those persons who are known to
the Company to be the beneficial owners of more than five percent (5.0%) of the
Company’s common stock as of March 6, 2009, and the percentages are based on
576,601 shares issued and outstanding as of that date. Each of these persons has
sole investment and sole voting power over the shares indicated, except as
described otherwise below.
  Name and Address of Beneficial
      Owner
                                                
                                                Amount
      and Nature of Beneficial
      Ownership
                                                
                                                
                                                Percentof ClassMR.
      CRISTOBAL MANUEL LOPEZ
                                                
                                                
                                                511,920
                                                (1)
                                                
                                                
                                                88.77
                                                %Av.
      Roque Saenz Pena971
      Floor 8Buenos
      Aires, ArgentinaC1035AAEMR.
      CARLOS FABIAN DE SOUSA
                                                
                                                
                                                233,001
                                                (2)
                                                
                                                
                                                40.40
                                                %Av.
      Roque Saenz Pena971
      Floor 8Buenos
      Aires, ArgentinaC1035AAEOil
      m&s, S.A.
                                                
                                                
                                                233,001
                                                
                                                
                                                
                                                40.40
                                                %Av.
      Roque Saenz Pena971
      Floor 8Buenos
      Aires, ArgentinaC1035AAE
 
 (1) Mr.
Lopez directly owns 278,919 shares in his name.  The remaining 233,001
shares listed as being beneficially owned by him are held of record by Oil
m&s S.A., a company of which Mr. Lopez owns 40% and serves as its President
and as a Director.
 
 32
 (2) The
233,001 shares listed as beneficially owned by Mr. De Sousa are held of record
by Oil m&s S.A., a company of which Mr. Sousa owns 30% and serves as its
Vice President and as a Director.  The investment and voting power of
these shares is held by the Board of Directors of Oil m&s S.A.
 
 Security
ownership of management
 
 The
following table sets forth the share holdings of the Company's directors and
executive officers as of March 6, 2009, and the percentages are based on 576,601
shares issued and outstanding as of that date.  These persons have
sole investment and sole voting power over the shares indicated, except as
described otherwise below.
  Name and Address
                          
                          Number
      of Shares Beneficially
      Owned
                          
                          
                          Percentof ClassMR.
      CARLOS FABIAN DE SOUSA
                          
                          
                          233,001(1)
                          
                          
                          
                          40.40%Av.
      Roque Saenz Pena971
      Floor 8Buenos
      Aires, Argentina

                              C1035AAE
 
 (1) The
233,001 shares listed as beneficially owned by Mr. De Sousa are held of record
by Oil m&s S.A., a company of which Mr. Sousa owns 30% and serves as its
Vice President and as a Director.  The investment and voting power of
these shares is held by the Board of Directors of Oil m&s S.A.
 
 All
common shares held by the officers, directors and principal shareholders listed
above are restricted or control securities and are subject to limitations on
resale. The shares may be sold in compliance with the requirements of Rule 144,
after a minimum six months holding period has been met, except for certain
shares issued in 2007 while the Company was a shell company.  Under
the February 2008 amendments to Rule 144, shares issued while a company was a
shell company must be held for a minimum of one year after the company is no
longer a shell company and has filed certain Form 10 Information with the U.S.
Securities and Exchange Commission, before they are eligible for sale under Rule
144.
 
 Rule
13d-3 generally provides that beneficial owners of securities include any person
who directly or indirectly has or shares, voting power and/or investment power
with respect to such securities; and any person who has the right to acquire
beneficial ownership of such security within 60 days.
 
 Any
securities not outstanding which are subject to options, warrants or conversion
privileges exercisable within 60 days are treated as outstanding for the purpose
of computing the percentage of outstanding securities owned by that
person.  But such securities are not treated as outstanding for the
purpose of computing the percentage of the class owned by any other
person.
 
 Changes
in Control
 
 There are
no present arrangements or pledges of the Company’s securities, known to
management, which may result in a change in control of the Company.
 
 Securities
Authorized for Issuance under Equity Compensation Plans
 
 The
Company has no equity compensation plans that have been approved by the
Company’s security holders or the Board of Directors.  There presently
are no securities authorized for issuance under any equity compensation
plans.  There are no outstanding options, warrants or rights to
acquire securities of the Company.
 
 33
 ITEM
      13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
 
 Transaction
with Management and Others
 
 During
the past two fiscal years of the Company, and since then, there have been no
material transactions or series of similar transactions to which the Company or
any of our subsidiaries were or are to be a party, in which the amount involved
exceeds the lesser of $120,000 or one percent of the average of the Company’s
total assets at year end for the last two completed fiscal years, in which any
related person (as defined in Item 404 of Regulation S-K)had a director or indirect
material interest, except for the following:
 
 (1) the
Company owes $2,500 to Hector Patron Costas, its former Chief Executive Officer,
for fees as of December 31, 2008;
 
 (2)
during 2007 and 2008, the Company continued to borrow additional funds from Oil
m&S S.A.  Oil m&S S.A. is a company owned and controlled by
Mr. Cristobal Manual Lopez, the Company’s principal shareholder, and Carlos
Fabian De Sousa, the Company’s CEO and Director.  As of December 31,
2008, the Company owed notes payable to Oil m&s S.A. in the amount of
$85,793 plus
accrued interest of $2,428.  The notes payable accrue interest at
LIBOR plus 2% per annum, are unsecured and are due upon demand.  No
interest or principal payments were paid on this loan during 2007, or 2008
except for through the issuance of 233,001 shares of the Company’s common stock
in 2007 as described below;
 
 (3)
during the year ended December 31, 2007, the Company issued 233,001 shares of
its common stock to Oil m&s S.A. for the conversion of $116,500.50 of debt
owed by the Company to Oil m&s S.A. on loans that Oil m&s S.A. had made
to the Company;
 
 (4)
during the year ended December 31, 2007, Mr. Lopez received 150,000 shares of
the Company’s common stock as payment for a $75,000 obligation which the Company
had to Mr. Lopez for consulting services rendered during 2006 and
2007;
 
 (5) the
Company presently uses an office that is provided free of charge by the
Company’s President.
 
 No other
related party transactions are presently proposed except for the
following:  The Company anticipates that it will continue to borrow
funds from Oil m&s S.A. as the Company needs funds to pay its
expenses.  This loan accrues interest at Libor + 2% per annum, is
unsecured, and is due upon demand.  Although no acquisition is
presently proposed, it is possible that, in the future, the Company may seek to
acquire an interest in a business opportunity in which our principal stockholder
has an interest.
 
 Shell
Company Information
 
 The
Company is a shell company, as defined in Rule 405.  As described in
Item 12.  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters, Mr. Cristobal Manuel Lopez directly
owns 278,919 shares of the Company’s common stock, and Oil m&s S.A., an
Argentine company, directly owns 233, 001 shares of the Company’s common
stock.  During the year ended December 31, 2007, Oil m&s S.A.
acquired its 233,001 shares of the Company’s common stock for the conversion of
$116,500.50 of debt owed by the Company to Oil m&s S.A. in connection with
loans made by Oil m&s S.A. to the Company.  Also during the year
ended December 31, 2007, the Company issued 150,000 shares of its common stock
to Mr. Cristobal Manuel Lopez as payment for a $75,000 obligation the Company
had to Mr. Lopez for consulting services provided by Mr. Lopez during 2006 and
2007.  The Company’s directors made the decision concerning the
valuation of the shares issued in both transactions, using a price which they
believed to be fair.
 
 34
 With the
exception of interest to be paid to Oil m&s S.A. on its loans to the
Company, and the possible conversion of part or all of these loans to additional
shares of Common Stock of the Company in the future (at such terms as may be
agreed to by the Company’s director and Oil m&s S.A. in a related party
transaction), the Company is unaware of anything of value to be received by Mr.
Lopez or Oil m&s S.A. from the Company.
 
 Conflicts
of Interest
 
 Our
public stockholders should be aware of the following potential conflicts of
interest.  Our officers and directors are not required to commit their
full time to our affairs and, accordingly, they have conflicts of interest in
allocating management time among various business
activities.  Furthermore, Carlos Fabian DeSousa, our sole officer and
director, is an officer, director and shareholder of Oil m&s S.A. which is
one of our principal stockholders.
 
 Policies
and Procedures for Review, Approval or Ratification of Transactions with Related
Persons
 
 Our board
of directors reviews, and must approve any related person transactions before
such transactions are engaged in by the Company.  A related person
means any person who is, or at any time since the beginning of our last fiscal
year was, a director or executive officer of the Company or a nominee to become
a director of the Company; any person who is know to be the beneficial owner of
more than 5% of any class of our voting securities; any immediate family member
of any of the foregoing persons, which means any child, stepchild, parent,
stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law of the director, executive
officer, nominee or more than 5% beneficial owner, and any person (other than a
tenant or employee) sharing the household of such director, executive officer,
nominee or more than 5% beneficial owners; and any firm, corporation, or other
equity in which any of the foregoing persons is employed or is a general partner
or principal or is a similar position or in which such person has a 5% or
greater beneficial ownership interest.  Our board of directors reviews
these related person transactions and considers all of the relevant facts and
circumstances available to the board of directors, including (if applicable) but
not limited to; the benefits to us; the availability of other sources of
comparable products or services; the terms of the transaction; and the terms
available to unrelated third parties or to employees generally.  The
board of directors may approve only those related person transactions that are
in, or are not inconsistent with the best interests of us and of our
stockholders, as the board of directors determines in good faith.  At
the beginning of each fiscal year, the board of directors will review any
previously approved or ratified related person transactions that remain ongoing
and have a remaining term of more than six months.  The board of
directors will consider all of the relevant facts and circumstances and will
determine if it is in the best interests of us and our stockholders to continue,
modify or terminate these related person transactions.
 
 Independence
of Directors
 
 The
Company currently does not have, and is not required to have, a majority of
independent directors.  Should the company decide to list on a
securities exchange, we will be required to adhere to the independence
requirements of that exchange.  Our present director is not
independent because he currently serves as our only officer.
 
 35
  ITEM
      14.
              PRINCIPAL
      ACCOUNTING FEES AND SERVICES
 
 Audit
Fees
 
 The
following is a summary of the fees billed to us by Moore & Associates,
Chartered for professional services rendered for the fiscal years ended December
31, 2008 and 2007:
 
 Fee Category
                            
                            Fiscal 2008 Fees
                            
                            
                            Fiscal 2007 FeesAudit
      Fees
                            
                            $
                            4,000
                            
                            
                            $
                            3,750.00Audit
      Related Fees --
                            
                            
                            --Tax
      Fees --
                            
                            
                            --All
      Other Fees --
                            
                            
                            --Total
      Fees
                            
                            $
                            4,000
                            
                            
                            $
                            3,750.00
 
 Audit
Fees consist of fees billed for professional services rendered for the audit of
our financial statements and review of the interim financial statements included
in quarterly reports and services that are normally provided by Moore &
Associates, Chartered, in connection with statutory and regulatory filings or
engagements.
 
 Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors
 
 Our sole
director serves as our audit committee.  The audit committee's policy
is to pre-approve all audit and permissible non-audit services provided by the
independent auditors. These services may include audit services, audit-related
services, tax services, and other services. Pre-approval is generally provided
for up to one year, and any pre-approval is detailed as to the particular
service or category of services and is generally subject to a specific budget.
The independent auditors and management are required to periodically report to
the audit committee regarding the extent of services provided by the independent
auditors in accordance with this pre-approval and the fees for the services
performed to date. The audit committee may also pre-approve particular services
on a case-by-case basis.
 
 PART
IV
 
 ITEM15.
              EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES
 
 1.
              Financial
      Statements:
 
 Index
      to Financial StatementsCentenary
      International Corp.Report
      of Independent Registered Public Accounting Firm
                  
                  
                  17Balance
      Sheets at December 31, 2008 and December 31, 2007
                  
                  
                  18Statements
      of Income for the years ended December 31, 2008 and 2007
                  
                  
                  19Statements
      of Changes in Stockholders; Equity for the years ended December 31, 2008,
      and 2007
                  
                  
                  20Statements
      of Cash Flows for the years ended December 31, 2008 and
    2007
                  
                  
                  21Notes
      to Financial Statements
                  
                  
                  22
  36
  2.
              Financial Statement
      Schedule(s):
 
 No
financial statement schedules are filed herewith because (i) such schedules are
not required or (ii) the information required has been presented in the
aforementioned financial statements.
 
 3.
              Exhibits:
 
 The
following Exhibits are filed as part of this report.
 
 Exhibit No.
                  
                  Description3.1
                  
                  Articles
      of Incorporation of the Company (incorporated by reference to the Form
      10-SB filed with the Commission on February 27, 1998).*3.2
                  
                  By-laws
      of the Company (incorporated by reference to the Form 10-SB filed with the
      Commission on February 27, 1998).*3.3
                  
                  Certificate
      of Amendment to Articles of Incorporation dated effective March 30, 2007
      (effecting a 1 share for 100 shares reverse stock split of outstanding
      common stock).*14.1
                  
                  Code
      of Ethics31.1
                  
                  Certification
      of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities
      and Exchange Act of 1934, as amended, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002.31.2
                  
                  Certification
      of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities
      and Exchange Act of 1934, as amended, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002.32.1
                  
                  Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                  
                  Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
 
 *Previously
filed
 
 37
 
 SIGNATURES
 
 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
 
 Centenary
      International CorporationDate:
      March 30, 2009
                              By
                              /s/ Carlos Fabian De SousaCarlos
      Fabian De Sousa President, Sole Director, Chief Executive Officer, Chief
      Financial Officer and Principal Accounting
  Officer.
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant, in the
capacities and on the dates indicated.
 
 
 Signature
                    
                    Title
                    
                    Date/s/ Carlos Fabian De Sousa
                    
                    Director
                    
                    March
      30, 2009Carlos
      Fabian De Sousa
 
 38
 EXHIBITS
 
 EXHIBIT
      NO.
                                    
                                    PAGE NO.
                                    
                                    PAGE
      DESCRIPTION3.1
                                    
                                    *
                                    
                                    Articles
      of Incorporation of the Company (incorporated by reference to the Form
      10-SB filed with the Commission on February 27, 1998).3.2
                                    
                                    *
                                    
                                    By-laws
      of the Company (incorporated by reference to the Form 10-SB filed with the
      Commission on February 27, 1998).3.3
                                    
                                    *
                                    
                                    Certificate
      of Amendment to Articles of Incorporation dated effective March 30, 2007
      (effecting a 1 share for 100 shares reverse stock split of outstanding
      common stock).14.1
                                    
                                    40
                                    
                                    Code
      of Ethics31.1
                                    
                                    41
                                    
                                    Certification
      of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities
      and Exchange Act of 1934, as amended, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002.31.2
                                    
                                    42
                                    
                                    Certification
      of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities
      and Exchange Act of 1934, as amended, as adopted pursuant to Section 302
      of the Sarbanes-Oxley Act of 2002.32.1
                                    
                                    43
                                    
                                    Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
                                    
                                    44
                                    
                                    Certification
      of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.
  *Previously
filed
 
 39