---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F

[  ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
OR (g) OF THESECURITIES EXCHANGE ACT OF 1934OR[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934For Fiscal Year Ended June 30, 2007 OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIESEXCHANGE ACT OF 1934For the Transition Period
from_____________to________________Commission File No. 0-24570
OR

[  ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the Transition
Period from_____________to________________Commission File No.
0-24570

CENTRAL MINERA CORP.|(formerly, Delgratia Mining
Corporation)(Exact name of registrant as specified in its
charter)Yukon, Canada(Jurisdiction of incorporation or
organization)

P.O. Box 93038, Caulfeild Village R.P.O. West Vancouver,
British Columbia, Canada V7W 3G4

(604)687-6191(Registrants telephone number, including
area code)

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

Securities registered pursuant to
Section 12(g) of the Act: Subordinate Voting shares(no par
value)

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close of the period
covered by the annual report:

As of June 30, 2007, the Registrant had 27,824,972 Subordinate
Voting shares (previously Common Shares prior to redesignation) outstanding. As
of June 30, 2007, the Registrant had 3,000,000 Variable Multiple Voting shares
outstanding.

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

Yes ___ No __X___

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.

-1-

Central Minera Form 20F December 2007

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Yes ____ No __X____

Note  Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.

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 proceeding 12 months (or for such shorter period that the
registrant was required to file such reports, and (2) has been subject to such
filing requirements for the past 90 days.

Yes __X__ No ______

Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one)

Large accelerated filer ___ Accelerated filer
___Non-accelerated filer __X___

Indicate by check mark which financial statement item the
registrant has elected to follow. Item 17 ... X....Item 18 ______

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes ____ No __X____

(APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the Registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

Yes ____ No ______

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Central Minera Form 20F December 2007

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TABLE OF CONTENTS

|          |                                                                                    | Page
|--------- | ---------------------------------------------------------------------------------- | ----
|PART I    |                                                                                    |     
|          |                                                                                    |     
|Item 1.   | Identity of Directors, Senior
      Management and Advise4                         | 4   
|Item 2.   | Offer Statistics and Expected Timetable                                            | 4   
|Item 3.   | KeyInformation                                                                     | 4   
|Item 4.   | Information on the Company                                                         | 8   
|Item 5.   | Operating and Financial Review
      and Prospects                                 | 10  
|Item 6.   | Directors, Senior Management and Employees                                         | 13  
|Item 7.   | Major Shareholders and Related
      Party Transactions                            | 15  
|Item 8.   | Financial Information                                                              | 16  
|Item 9.   | The Offer and Listing                                                              | 17  
|Item 10.  | Additional Information                                                             | 18  
|Item 11.  | Quantitative and Qualitative
      Disclosures about Market Risk                   | 24  
|Item 12.  | Description of Securities other than Equity
      Securities                       | 24  
|          |                                                                                    |     
|PART II   |                                                                                    |     
|          |                                                                                    |     
|Item 13.  | Defaults, Dividend Arrearages and Delinquencies                                    | 24  
|Item 14.  | Material Modifications to the
      Rights of Security Holders and Use of Proceeds | 24  
|Item 15.  | Controls and Procedures                                                            | 24  
|Item 16A. | Audit Committee Financial
    Expert                                               | 25  
|Item 16B. | Code of Ethics                                                                     | 25  
|Item 16C. | Principal Accountant Fees and
      Services                                       | 25  
|Item 16D. | Exemption from Listing Standards for the Audit
      Committee                     | 25  
|Item 17.  | Financial Statements                                                               | 25  
|Item 18.  | Financial Statements                                                               | 26  
|Item 19.  | Exhibits                                                                           | 27  
|          | Signature Page                                                                     | 28  

-3-

Central Minera Form 20F December 2007

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PART I

|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT
      AND
|------- | --------------------------------------------------
|        | ADVISERS                                          

Not applicable to Form 20-F filed as an
Annual Report.

|ITEM 2. | OFFER STATISTICS AND EXPECTED
      TIMETABLE
|------- | ---------------------------------------------

Not Applicable to Form 20-F filed as an
Annual Report.

|ITEM 3. | KEY INFORMATION
|------- | ---------------

A. Selected Financial data

Central Minera Corp. (the
Company or Central Minera) has a limited history of operations and has not
generated any operating revenues. The following table sets forth, for the
periods and the dates indicated, selected financial and operating data for the
Company. This information should be read in conjunction with the Companys
Financial Statements and Notes thereto and Item 5  Operating and Financial
Review and Prospects included elsewhere herein. The selected financial data
provided below is not necessarily indicative of the future results of operations
or financial performance of the Company. To date the Company has not paid any
dividends on the shares and it does not expect to pay dividends in the
foreseeable future.

(In thousands of US dollars except per share amounts)

|                                   |   | 2007   |   |   | 2006   |   |   | 2005   |   |   | 2004   |   |   | 2003   |  
|---------------------------------- | - | ------ | - | - | ------ | - | - | ------ | - | - | ------ | - | - | ------ | -
|Statements of Loss Data:           |   |        |   |   |        |   |   |        |   |   |        |   |   |        |  
|Revenues                           | $ | 0      |   | $ | 0      |   | $ | 0      |   | $ | 0      |   | $ | 115    |  
|Net loss - Canadian GAAP           |   | (146   | ) |   | (121   | ) |   | (142   | ) |   | (137   | ) |   | (186   | )
|Net income (loss) - US GAAP        |   | (146   | ) |   | (121   | ) |   | (142   | ) |   | (137   | ) |   | (177   | )
|Net loss per share - Canadian GAAP |   | (0.01  | ) |   | (0.01  | ) |   | (0.01  | ) |   | (0.01  | ) |   | (0.01  | )
|Net income (loss) per share - US   |   | (0.0   | ) |   | (0.01  | ) |   | (0.01  | ) |   | (0.01  | ) |   | (0.01  | )
|GAAP                               |   |        |   |   |        |   |   |        |   |   |        |   |   |        |  
|Weighted average Common shares     |   | 30,825 |   |   | 29,635 |   |   | 27,969 |   |   | 25,490 |   |   | 21,826 |  
|outstanding                        |   |        |   |   |        |   |   |        |   |   |        |   |   |        |  
|Statements of Cash Flows Data:     |   |        |   |   |        |   |   |        |   |   |        |   |   |        |  
|Cash provided by (used in):        |   |        |   |   |        |   |   |        |   |   |        |   |   |        |  
|Operating activities-              |   | (52    | ) |   | (118   | ) |   | (130   | ) |   | (125   | ) |   | (239   | )
|Financing activities-              |   | 28     |   |   | 114    |   |   | -      |   |   | 221    |   |   | 302    |  
|Investing activities -             |   | -      |   |   | -      |   |   | -      |   |   | -      |   |   | (3     | )
|Balance Sheet Data (end of period) |   |        |   |   |        |   |   |        |   |   |        |   |   |        |  
|Total Assets                       |   | 11     |   |   | 37     |   |   | 67     |   |   | 176    |   |   | 95     |  
|Net Assets                         |   | (141   | ) |   | 5      |   |   | 12     |   |   | 154    |   |   | 71     |  
|Capital Stock  Canadian GAAP      |   | 42,173 |   |   | 42,173 |   |   | 42,060 |   |   | 42,060 |   |   | 41,538 |  
|- US GAAP                          |   | 42,186 |   |   | 42,186 |   |   | 42,072 |   |   | 42,072 |   |   | 41,551 |  
|Long Term
      Obligations        |   |        |   |   |        |   |   | -      |   |   | -      |   |   | 300    |  

The Financial Statements of the
Company have been prepared in accordance with accounting principles generally
accepted in Canada (Canadian GAAP). These principles,

-4-

Central Minera Form 20F December 2007

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as applied to the Company, differ in some respects from those
generally accepted in the United States (U.S. GAAP). For a comparison of these
differences between Canadian GAAP and U.S. GAAP, see Note 12 to the Financial
Statements of the Company. All dollar amounts herein are expressed as US dollars
unless otherwise indicated.

B. Capitalization and indebtedness

Not applicable to Form 20-F filed as
an annual report.

C. Reasons for the offer and use of proceeds

Not applicable to Form 20-F filed as an
annual report.

D. Risk Factors

Forward Looking Statements

This Report includes
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the Securities Act) and Section 21E of the Securities
and Exchange Act of 1934, as amended (the Exchange Act). Any statements that
express or involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions of future events or
performance (often, but not always, using words or phrases such as expects or
does not expect, is expected, anticipates, or does not anticipate,
plans, estimates or intends, or stating that certain actions, events or
results may, could, would, might, or will be taken, occur or be
achieved) are not statements of historical facts and may be forward-looking
statements. Forward-looking statements are based on expectations, estimates and
projections at the time the statements are made and include, but are not limited
to, the statements under Item 5-Operating and Financial Review and Prospects
and located elsewhere herein regarding industry prospects and the Companys
financial position. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the Companys
expectations are more fully disclosed herein. Important risks include the
Companys lack of cash flow and resultant need for additional funding, the risks
associated with resource exploration and development, the fact that there are no
proven reserves on the Companys properties, risks associated with the property
title, currency fluctuation, unstable metal prices, and various environment and
political situations. All subsequent written and oral forward-looking statements
attributed to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.

-5-

Central Minera Form 20F December 2007

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The Company's business is
subject to a number of risk factors that are set forth below:

- The Company has no history of cash flow from operations and may
  require additional funds to conduct further exploration activities.

Currently the Company has an
indirect interest in one property through its ownership of 14.75% of the
outstanding shares of Cactus Gold Corp. (Cactus). The property has not
advanced to the commercial production stage. The Company has no history of
earnings or cash flow from operations. Historically, the only source of funds
available to the Company is through (i) the sale of its equity shares or (ii)
borrowings. Even if the results of future exploration programs are encouraging,
the Company may not have sufficient funds to conduct the further exploration
that may be necessary to determine whether or not a commercial deposit exists on
any of its properties.

The development of any ore
deposits, if found on the Cactus property, depends upon Cactuss ability to
obtain financing through joint venturing of projects, debt financing, equity
financing or other means. There is no assurance that Cactus will be able to
obtain the required financing. Failure to obtain additional financing on a
timely basis could cause Cactus to forfeit its interest in such properties,
dilute its interests in the properties and/or reduce or terminate its
operations.

The Company has no other interests at
this time.

- The resource exploration business is extremely speculative and subject
  to many factors beyond the Companys control which may result in the
  Company not receiving an adequate return on investment capital.

Resource exploration and
development is a speculative business, characterized by a number of significant
risks including, among other things, unprofitable efforts resulting not only
from the failure to discover mineral deposits but from finding mineral deposits
which, though present, are insufficient in quantity and quality to return a
profit from production. In addition, the marketability of minerals acquired or
discovered may be affected by numerous factors which are beyond the control of
the Company and Cactus and which cannot be accurately predicted, such as market
fluctuations, the proximity and capacity of milling facilities, mineral markets
and processing equipment, and such other factors as government regulations,
including regulations relating to royalties, allowable production, importing and
exporting of minerals, and environmental protection, the combination of which
factors may result in the Company not receiving an adequate return on investment
capital.

- There is no certainty that any expenditure made by the Company in
  the exploration of its indirect interest in the property will result in
  discoveries of mineralized material in commercial quantities.

Most exploration projects do not
result in the discovery of commercial ore deposits and no assurance can be given
that any particular level of recovery of gold from ore reserves will in fact be
realized or that any identified mineral deposit will ever qualify as a

-6-

Central Minera Form 20F December 2007

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commercially mineable (or viable) ore body which can be legally
and economically exploited. Estimates of reserves, mineral deposits and
production costs can also be affected by such factors as environmental
permitting regulations and requirements, weather, environmental factors,
unforeseen technical difficulties, unusual or unexpected geological formations
and work interruptions.

- Mining operations generally involve a high degree of risk as to which
  the Company does not have any insurance.

The business of gold mining is
subject to a variety of risks such as cave-ins, flooding, environmental hazards,
the discharge of toxic chemicals and other hazards. Such occurrences may delay
production, increase production costs or result in liability. The payment of
such liabilities may have a material, adverse effect on the Companys financial
position. The Company does not have nor does it presently intend to obtain any
insurance as to such hazards.

- Conflicts of interest may arise because one of the Companys Directors
  is also a Director of other mineral resource companies.

Mr. Michael Cytrynbaum, one of
the Companys Directors, serves as a Director of Callinan Mines Limited which is
a resource exploration and/or development company. To the extent that such other
companies may participate in ventures in which the Company may participate, Mr.
Cytrynbaum may have a conflict of interest in negotiating and concluding terms
respecting the extent of such participation. In addition, conflicts of interest
may arise from time to time, as a result of the Company engaging in transactions
in which Directors and Officers of the Company may have an interest.Please refer to Item 7  Related Party Transactions.

From time to time several
companies may participate in the acquisition, exploration and development of
natural resource properties thereby allowing for their participation in larger
programs. Permitting involvement in a greater number of programs reduces the
financial exposure in respect of any one program. It is also possible that a
particular company will assign all or a portion of its interest in a particular
program to another of these companies due to the financial position of the
company making the assignment. In the event that a conflict of interest arises,
a Director who has such a conflict will abstain from voting for or against the
approval any action by the Company with respect to the subject matter giving
rise to the conflict of interest. In appropriate cases the Company will
establish a special committee of independent Directors to review a matter in
which several Directors, or management, may have a conflict. Moreover, in
accordance with the laws of the Yukon Territories, the Directors of the Company
are required to act honestly, in good faith and in the best interest of the
Company. In determining whether the Company will participate in a particular
program and the interest therein to be acquired by it, the Directors will
primarily consider the potential benefits to the Company, the degree of risk to
which the Company may be exposed and its financial position at that time. Other
than as indicated, the Company has no other procedures or mechanisms to deal
with conflicts of interest. As of the date hereof, the Company is not aware of
the existence of any conflict of interest on the part of any Director or Officer
as described herein.

-7-

Central Minera Form 20F December 2007

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- Currency fluctuations may have an adverse effect on the Companys
  financial condition.

The Company maintains its
accounts in United States dollars. The Companys operations in Canada and United
States make it subject to foreign currency fluctuations and such fluctuations
may materially affect the Companys financial position and results. At the
present time the Company does not engage in hedging activities.

- The Company faces competition from larger companies that have
  greater financial and other resources than the Company.

Significant competition exists
for the limited number of gold acquisition opportunities available in the United
States and Canada. As a result of this competition, some of which is from large
established mining companies with substantial capabilities and greater financial
and technical resources than the Company, the Company may be unable to acquire
additional attractive gold mining properties on terms it considers
acceptable.

- The Company currently has shares reserved for future issuance that
  when issued will cause an equity dilution to the current
  stockholders.

The Company may enter into
commitments in the future, which would require the issuance of additional
Subordinate Voting shares and may grant additional stock options and warrants.
Issuance of additional shares would be subject to certain regulatory approvals
and compliance with applicable securities legislation.

- The Company has issued 3,000,000 Variable Multiple Voting Shares.

On July 31, 2003 under the terms of an
outstanding Convertible Debenture, the Company issued 3,000,000 Variable
Multiple Voting shares. Directors and Officers of the Company hold or control
2,500,000 Variable Multiple Voting shares. Accordingly management will have
effective control of the Companys business affairs. Please refer to Item 10.
Additional Information and Item 14. Material Modifications to the Rights of
Security Holders and Use of Proceeds.

|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------

A. History, development and organizational structure of the
Company

The Company was incorporated
under the laws of the Province of British Columbia on February 14, 1984 as
Delgratia Developments Ltd. The Company underwent a change in control on June
10, 1992 and commenced its present business at that time. On April 18, 1995, the
Company officially changed its name from Delgratia Developments Ltd. to
Delgratia Mining Corporation. On February 1, 1999, the Company changed its name
to Central Minera Corp. and also transferred its jurisdiction of incorporation
from British Columbia to the Yukon Territories of Canada through continuance of
the Company under the Business Corporations Act (Yukon). The Companys executive
offices are located P.O. Box

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Central Minera Form 20F December 2007

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93038, Caulfeild Village R.P.O., West Vancouver, British
Columbia, Canada, V7W 3G4 and its phone number at the principal place of
business is (604) 687-6191. The Company is a reporting issuer in the Province of
British Columbia, Canada.

B. Business Overview

Up until recently the focus of
the Company had consisted of, the exploration for and, if warranted, development
of precious metal properties. The Companys activities had been focused on the
acquisition and exploration of mining properties located in Canada, Mexico,
Nicaragua and the United States. As each of the Companys mineral properties was
without a known body of proven reserves, due to financial considerations such as
property holding costs and exploration commitments, the Company has either
liquidated its investments or has allowed, or is in the process of allowing, its
options to lapse in all of these countries.

The Company sold all of its
operations, mineral properties and subsidiaries in Nicaragua on June 30, 1999
and wrote off its Mexican investments in 2000. The Company had operated its
businesses in Mexico and Nicaragua through corporate subsidiaries incorporated
in the propertys respective country. The Company wrote off its investment in
Cactus Gold Corp. in the fiscal year ending June 30, 2001.

C. Organizational Structure

The Company has no subsidiary companies.

D. Property, plants and equipment

The Company presently has no
properties containing proven reserves. The limited activities on such properties
to date have been exploratory in nature.

The Company has limited financial
resources and there is no assurance that additional funding will be available to
allow the Company to complete sufficient work on any future properties to
determine the existence of gold reserves on the properties or, if warranted, to
establish the feasibility of production from such reserves. Failure to obtain
additional financing could result in delay or indefinite postponement of further
exploration and development with the possible loss of properties. The Companys
operations are subject to certain risks, including currency fluctuations.

The Company has abandoned its
mineral interests in Mexico, Nicaragua and Nevada and all property-related costs
have been expensed. In the year ended June 30, 2001 the Company wrote down its
$1,000,800 investment in Cactus Gold Corp. (a privately held company conducting
exploration programs in Nevada). In November, 2005 the directors of the Company
were advised that the United States Bureau of Land Management (the BLM) has
launched a challenge to the legality of the 264 unpatented placer mining claims
(the Cactus Claims) held by Cactus Gold Corp. (Cactus) and located in Clark
County, Nevada. Cactus is a private Nevada corporation controlled, directly or
indirectly, by Mr. Chuck Ager, in which Central Minera holds a 14.75% minority
interest. Central Minera has been advised that the BLM alleges that Cactus
Claims were not located in good faith, but

-9-

Central Minera Form 20F December 2007

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instead, through the fraudulent use of so-called dummy
locators, for the benefit and use of Charles Ager. As a minority shareholder in
Cactus, Central Minera is not a party to the claim contest and does not have
direct access to all of the information concerning Cactus's defense of the BLM
proceedings. The Board of Directors has, however, retained counsel in Nevada to
monitor and review the proceedings on its behalf and to advise it as to its
options if the BLM prevails.

An option granted to an
unaffiliated corporation to acquire the Companys interest in and to the
California Mine Crown Grants situated in the Kootenay Land District has lapsed.
All funds invested by the Company are lost when no economic mineralization is
found in an area and the concession is abandoned.

The Company owns a 25% interest
in five mineral claims in the Mackenzie Mining District of the Northwest
Territories. This interest has been written off and the property is now
abandoned. Reclamation work on the property has been completed and the Province
of British Columbia has released the Company from the Safekeeping Agreement.

Equipment

The Company owns one computer but
does not own and/or lease any additional office equipment consisting of
photocopiers and other office equipment. All of its office equipment needs are
provided under the terms of the Management Services Agreement.

|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND
      PROSPECTS
|------- | --------------------------------------------------

This discussion should be read in
conjunction with the audited financial statements of the Company and related
notes thereto included herein.

General

The Company is a pre-exploratory
company involved in the exploration for and, if warranted, the development of
precious metal properties.

A. Operating Results.

Year ended June 30, 2007 compared to the year ended June 30,
2006

During the year ended June 30,
2007 (Fiscal 2007), the Company incurred a loss of $146,030 compared with a
loss of $121,651 for the year ended June 30, 2006 (Fiscal 2006). The Company
incurred administrative expenses of $136,535 in Fiscal 2007 as compared to
$124,617 in Fiscal 2006. Significant variances are accountable to an increase in
consulting fees of $2,704 (due to foreign exchange adjustments), an increase in
office expenses of $2,327 and an increase in accounting and audit fees of
$5,286.

Year ended June 30, 2006 compared to the year ended June 30,
2005

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Central Minera Form 20F December 2007

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During the year ended June 30,
2006 (Fiscal 2006), the Company incurred a loss of $121,651 compared with a
loss of $142,089 for the year ended June 30, 2005 (Fiscal 2005). The Company
incurred administrative expenses of $124,617 in Fiscal 2006 as compared to
$139,354 in Fiscal 2005. Significant variances are accountable to an increase in
consulting fees of $4,765(due to foreign exchange adjustments), a decrease in
travel and promotion of $2,964 and legal fees of $13,472.



Year ended June 30, 2005 compared to the year ended June 30,
2004

During the year ended June 30,
2005 (Fiscal 2005), the Company incurred a loss of $142,089 compared with a
loss of $137,273 for the year ended June 30, 2004 (Fiscal 2004). The company
incurred administrative expenses of $139,354 in Fiscal 2005 as compared to
$130,159 in Fiscal 2004. Significant variances are accountable to an increases
in legal expenses of $11,589 and consulting fees of $5,370 and a decrease in
transfer agent and filing fees of $6,333.

B. Liquidity and Capital Resources

Working Capital

On June 30, 2007 the Company had
a working capital deficit of $141,241 as compared to a working capital of $4,485
on June 30, 2006. As none of the Companys mineral properties have advanced to
the commercial production stage and it has no history of earnings or cash flow
from operations, the Company relies on the sale of its equity shares for its
source of funds. The Company completed a private placement of 2,000,000 Units at
a price of $0.03 per Unit for gross proceed of $60,000 on October 17, 2007. Each
Unit consists of one Subordinate Voting share in the Capital of the Company and
one warrant entitling the holder to acquire one additional Subordinate Voting
share at a price of $0.03 until October 18, 2012. Cumulatively, from the
Companys inception, it has raised $26,048,338 through the sale of its
securities.

The Companys major use of funds
has been in connection with its operations and mineral property expenditures. In
order to reduce operational and mineral property expenditures, the Company has
reduced staff, and sold its major properties. The Company anticipates that it
will continue to have losses from operations.

During the past three years, the
Company has reduced its operating costs to approximately $134,000 per annum. The
Company has no material commitments for capital expenditure in the current
fiscal year. The Company, in its opinion, may not have sufficient working
capital for the Companys present requirements. If necessary, the Company would
seek to obtain additional working capital by way of private placement of equity
shares and/or by borrowing requisite funds from shareholders. The Company has no
agreements with any third party to provide such financing and no assurance can
be given that such financing will be available if needed.

-11-

Central Minera Form 20F December 2007

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Property Acquisitions and Divestures

The Company has limited financial
resources and there is no assurance that additional funding will be available to
allow the Company to complete sufficient work on any properties to determine the
existence of gold reserves or, if warranted, to establish the feasibility of
production from such reserves. Failure to obtain additional financing could
result in delay or indefinite postponement of further exploration and
development with the possible loss of properties.

Recent Financings

Subordinate Voting Shares

On October 17, 2007 the Company
completed a non-brokered private placement of 2,000,000 units at a price of
$0.03 per share. Each unit consists of one subordinate voting share and one
share purchase warrant entitling the holder to acquire one subordinate voting
share at $0.03 per share exercisable to October 18, 2012. Gross proceeds were
$60,000 and will be used for general working capital purposes.

Variable Multiple Voting Shares

The Company completed a
convertible debenture issue of U.S. $300,000 on July 18, 2002. Related parties
subscribed $250,000 for the debentures. The debentures converted to Units of the
Company on July 31, 2003 in the ratio of one unit for each $0.10 (3,000,000
units). The Units consist of one Variable Multiple Voting share and one
non-transferable share purchase warrant to acquire one Subordinate Voting share
at $0.10 per share. Please refer to Item 10  Additional Information A. Share
Capital

C. Research and development, patents and licenses,
etc.

Not applicable.

D. Trend Information

Market Risk Sensitive Instruments

The Company does not hold any
market risk sensitive instruments other than 75,000 shares of Pinewood Resources
Ltd., a British Columbia corporation. The status of Pinewood Resources Ltd. is
unknown and the investment has been fully expensed in the Companys financial
statements. Given the limited impact of foreign currency fluctuations, the
Company does not hedge its foreign currency net investments with currency
borrowings or other hedging instruments.

E. Off Balance Sheet Arrangements

Not applicable.

-12-

Central Minera Form 20F December 2007

---

F. Tabular Disclosure of Contractual Obligations

Not applicable.

G. Safe Harbor

Not applicable.

|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND
      EMPLOYEES
|------- | ------------------------------------------------

A. Directors and Senior Management

The following table provides the full
name of the Directors of the Company:

Name and place of residence
    Age
    Director sinceMichael Cytrynbaum
    66
    July 18, 2002Vancouver, British Columbia,CanadaJoan Jamieson
    63
    August 25, 2006Vancouver, British Columbia,CanadaBarbara West
    51
    August 25, 2006West Vancouver, British Columbia,Canada


Michael Cytrynbaum is President
of First Fiscal Management Ltd. a private consulting company specializing in
financial reorganizations/financial engineering, mergers and acquisitions,
strategic planning and negotiation. Mr. Cytrynbaum also serves as chairman of
two publicly traded companies, Look Communications Inc. (a Canadian broadcast
and communications services provider) and Ignition Point Technologies Corp. (a
Vancouver-based broadband technology company).In
addition, he is a director of two junior resource companies - Callinan Mines
Limited and Central Minera Corp., as well as being a director of Peer 1 Network
Enterprises, Inc.(a provider of high-performance
internet bandwidth) and Hostopia.com Inc. (a provider of wholesale private-label
hosting, managed email and application services). Mr. Cytrynbaum was a founding
director of Microcell Telecommunications Inc., a cellular network company, and
remained on the board of Microcell for ten years, from December 1993 until May
2003.

Ms. Joan Jamieson has been
Corporate Secretary of Central Minera Corp. since July 18, 2002. Ms. Jamieson
was appointed a director of the Company on August 25, 2006.

Ms. Barbara West is a self
employed consultant working with junior start up companies. Ms. West has been
Assistant Corporate Secretary of Central Minera Corp. since October 7, 2002. Ms.
West was appointed a director of the Company on August 25, 2006.

-13-

Central Minera Form 20F December 2007

---

B. Compensation.

No executive Officer of the
Company other than as detailed below was paid more than $40,000 in compensation
during the financial year. The following table provides a summary of the
compensation earned by Michael Cytrynbaum during the financial years ended June
30, 2007, June 30, 2006 and June 30, 2005:

Summary Compensation Table

Annual Compensation
    Long-Term CompensationName and Principal Position
    Year
    Salary
    Bonus
    Other Annual
      Compensation
    Securities Under Options
      Granted(#)Michael Cytrynbaum (1) President
    200720062005
    Nil
      Nil
      Nil
    Nil
      Nil
      Nil
    $80,000 (2)
      $77,000 (2)
      $72,000 (2)


| | (1) | Michael Cytrynbaum was appointed President of the Company
      on July 18, 2002.
| | --- | ---------------------------------------------------------------------------------
| |     |                                                                                  
| | (2) | The amount shown was paid to First Fiscal Management
      Ltd.                  

Stock Option Plan

At the annual meeting held in
December 1996 the shareholders of the Company approved the adoption of a Stock
Option Plan (the Plan) designed to enable the Company to attract, retain and
motivate qualified employees. Certain amendments to the Plan were approved by
our shareholders in December 1999. As amended, the Plan allows us to grant
options to present and former Directors, Officers, employees, consultants and
advisors. The Plan is administered by our Board of Directors which is authorized
to decide to whom options may be granted, the number of options granted to any
person, the exercise price, which may not be less than $0.15 per share, the term
(which may not be longer than 10 years from the date of grant) and any
restrictions upon exercise. A maximum of 3,000,000 Subordinate Voting shares may
be made subject to options under the Plan. There are currently no outstanding
options. No options were exercised in the financial year ended June 30, 2007 and
2006.

No new options were granted
during the current fiscal year. There were no outstanding options at June 30,
2007.

Other than compensation paid as
disclosed below under the heading Related Party Transactions, none of the
Directors of the Company have received any cash compensation, directly or
indirectly, for their services rendered during the most recently completed
financial year of the Company. Other than the Stock Option Plan, the Company
does not have any non-cash compensation plans for its Directors and it does not
propose to pay or distribute any non-cash compensation during the current fiscal
year. Please refer to Item 7.  Related Party Transactions.

C. Board practices

-14-

Central Minera Form 20F December 2007

---

Each Director is elected for a
one year term and until his successor has been duly elected. The current
Directors were elected Directors at the Companys last annual general meeting of
shareholders held in Vancouver, British Columbia, Canada or appointed upon
resignation of directors during the past fiscal year. The Companys audit
committee consists of all of the Companys Directors. The Company does not have
a separate remuneration committee.

D. Employees

At the end of the year ended June 30,
2007, the Company had no employees.

|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED
      PARTYTRANSACTIONS
|------- | ------------------------------------------------------

A. Major Shareholders

As far as is known, the Company
is not directly or indirectly owned or controlled by any corporation or by any
foreign government. The following table sets forth certain information, as at
November 27, 2007, concerning (i) persons and companies that own outstanding
shares of record or are known by the Company to own beneficially, directly or
indirectly, more than 5% of the outstanding shares and (ii) beneficial ownership
of outstanding shares by the Companys Directors:

Name and Address of Shareholder
    Number of Shares Beneficially
      or Directly Owned
    Percentage of ClassCarlo Civelli
    2,316,114 Subordinate Voting shares
      2,250,000 Variable Multiple Voting shares
    7.7% 75.0%Michael
      Cytrynbaum
    1,605,455 Subordinate Voting shares
    5.3%Officers and Directors as a Group (2 people)
    3,921,569 Subordinate Voting shares
      2,250,000 Variable Multiple Voting shares
    13.1% 75.0%


The Directors and Officers as a group
control or direct 47 % of the total voting rights of the shares of the
Company.

Options to purchase securities from the Company or
Subsidiaries

Please refer to Item 6.
Directors, Senior Management and Employees for a detailed discussion of the
Company's Stock Option Plan and outstanding options.

Share Purchase Warrants

There are currently 2,000,000
Share Purchase Warrants outstanding. Each warrant will entitle the holder to
acquire one subordinate voting share of the Company at a price of

-15-

Central Minera Form 20F December 2007

---

$0.03 per Share Purchase Warrant. These Share Purchase Warrants
are exercisable for a period of five years expiring on October 18, 2012.

Shares held in the United States

The following table indicates the
approximate number of record holders of shares as at November 27, 2007, the
number of record holders of shares with United States addresses and the portion
and percentage of shares so held in the United States. On such date, 29,824,972
Subordinate Voting shares in the capital of the Company and 3,000,000 Variable
Multiple Voting shares were outstanding.

Total Number of
      Holders
    Number of
      Registered U.S. holders
    Number of Shares
      Held in the U.S.
    Percentage of Shares Held
      in the U.S.649
    510
    10,473,603
    35.1%


Depositories, brokerage firms and
financial institutions hold a substantial number of Subordinate Voting shares in
street names." The computation of the number and percentage of Subordinate
Voting shares held in the United States is based upon the number of Subordinate
Voting shares held of record by holders with United States addresses. United
States residents may beneficially own Subordinate Voting shares held of record
by non-United States residents.

B. Related Party Transactions

During the years ended June 30,
2007, 2006, 2005 and 2004 the Company paid consulting or administration fees to
the following Directors or Officers:

Name
    2007
    2006
    2005
    2004First Fiscal Management Ltd. (1)
    $80,000
    $77,000
    $72,000
    $67,000Barbara West
    $16,000
    0
    0
    0


1. A company controlled by Michael Cytrynbaum.

During the period from July 1,
2007 to the date hereof, none of the Directors, Officers, of the Company or
their respective associates have been indebted to the Company. Please also refer
to Item 6. above.

|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------

A. Statements and Other Financial Information.

See Item 17 for the Companys
Financial Statements.

The Company knows of no
contemplated or pending legal or arbitration proceedings including those
relating to bankruptcy, governmental receivership or similar proceeding and
those involving any third party against it, nor is the Company involved as a
plaintiff in any material pending litigation.

-16-

Central Minera Form 20F December 2007

---

The Company knows of no pending
proceedings to which any current Director, member of senior management, or
affiliate is either a party adverse to the Company or its subsidiaries or has a
material interest adverse to the Company or its subsidiaries.

To the best of the Companys
Managements knowledge, the Company has not since the date of its incorporation,
declared or paid any dividends, nor does it intend to declare any dividends for
the foreseeable future.

|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------

A and C. Offer and Listing Details/Markets

The Common Shares (now
Subordinate Voting shares) were listed on the Vancouver Stock Exchange (the
VSE) on June 22, 1992. The Company commenced its present business at that
time. At the Companys request, the Companys shares were delisted from the VSE
on August 23, 1996.

On May 1, 1995, the Company was
listed on the NASDAQ Stock Market Inc.s Small Cap Market (NASDAQ-SCM) under
the symbol DELGF. At the close of business on May 29, 1997, the Company was
delisted from the NASDAQ-SCM. On May 30, 1997, the Companys shares commenced
trading on the Over the Counter Market - Pink Sheets (the Pink Sheets) under
the symbol DGRTF. The Company currently trades under the symbol CENMF.

The following table sets forth
the reported high and low prices and trading volume of the outstanding shares on
the Pink Sheets for the period indicated.

High
    Low
    VolumeFirst
      Quarter ended September 30, 2007
    $0.05
    $0.02
    0Fiscal year
      ended June 30, 2007
    $0.05
    $0.05
    0Third
      Quarter ended March 31, 2007
    $0.15
    $0.03
    0Second
      Quarter ended December 31, 2006
    $0.10
    $0.04
    0First
      Quarter ended September 30, 2006
    $0.10
    $0.04
    0Fiscal year
      ended June 30, 2006
    $0.07
    $0.025
    0Third
      Quarter
    $0.04
    $0.025
    0Second
      Quarter
    $0.04
    $0.03
    0First
      Quarter
    $0.04
    $0.03
    0Fiscal year
      ended June 30, 2005
    $0.04
    $0.03
    0Fourth
      Quarter
    $0.04
    $0.03
    0Third
      Quarter
    $0.04
    $0.03
    0Second
      Quarter
    $0.04
    $0.03
    0First
      Quarter
    $0.07
    $0.05
    0Fiscal year
      ended June 30, 2004
    $0.25
    $0.02
    0Fourth
      Quarter
    $0.13
    $0.02
    0Third
      Quarter
    $0.20
    $0.09
    0Second
      Quarter
    $0.16
    $0.12
    0First
      Quarter
    $0.25
    $0.16
    0Fiscal year
      ended June 30, 2003
    $0.35
    $0.06
    0


-17-

Central Minera Form 20F December 2007

---

The following table sets forth
the high and low market prices for each month during the most recent six
months:

High
    LowOctober
      2007
    $0.04
    $0.017September
      2007
    $0.04
    $0.02August
      2007
    $0.04
    $0.04July
      2007
    $0.05
    $0.04June
      2007
    $0.05
    $0.05May
      2007
    $0.05
    $0.05


B. Plan of Distribution

Not applicable to Form 20-F filed as
an Annual Report.

D. Selling Shareholders

Not applicable to Form 20-F filed as
an Annual Report.

E. Dilution

Not applicable to Form 20-F filed as
an Annual Report.

F. Expenses of the Issue

Not applicable to Form 20-F filed as
an Annual Report.

|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------

A. Share Capital

Not applicable to Form 20-F filed as
an Annual Report.

B. Memorandum and Articles of Association

The Companys Certificate of
Incorporation, Memorandum of Association, and Article of Incorporation, which
were included as Exhibits 1.1, to the Companys Registration Statement on Form
20-F, file number 0-24570, filed for September 30, 1994; Certificate of Change
of Name, and Certificate of Continuance of Central Minera Corp. to the Yukon
Territories, and Amendment to the By-Laws of the Company which were included as
Exhibits to the Company Annual Report on Form 20-F, file number 0-24570, filed
for June 30, 1999; and the Companys Certificate of Amendment of the Articles
which was included

-18-

Central Minera Form 20F December 2007

---

in the Companys 6K filing made on February 28, 2003, file
number 000-24570; are hereby incorporated by reference.

|1. | The Company was incorporated under the Company Act of the
      Province of British Columbia on February 14, 1984, number 274269, as
      Delgratia Developments Ltd. On April 18, 1995, the Companys name was
      changed to Delgratia Mining Corporation On February 1, 1999, the Companys
      name was changed to Central Minera Corp. and the jurisdiction was
      transferred and continued under the Business Corporations Act of the Yukon
      Territories of Canada. With respect to the Companys objects and purposes
      they are unrestricted except as defined by the laws of Canada, and the
      direction of the Shareholders by way of the Board of Directors annually
      elected.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | With respect to Directors:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | d.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

|3. | The Company currently has two classes of shares. The
      rights, privileges, conditions and restriction attached to the Variable
      Multiple Voting shares and the Subordinate Voting shares are as
      follows:
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                        
|   | i.                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                        
|   | ii.                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                        

| | (i)  | the number of votes attached to each Variable Multiple
      Voting Share will be determined by the formula:                        
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                     
| |      | B x 0.55                                                                                                                            
| |      | A x 0.45                                                                                                                            
| |      | where B is the number of issued Subordinate Voting Shares
      and A is the number of issued Variable Multiple Voting Shares;
  and
| |      |                                                                                                                                     
| | (ii) | each Subordinate Voting Share will be entitled to one vote
      per share                                                          
| |      |                                                                                                                                     

-19-

Central Minera Form 20F December 2007

---

| | (b) | Paragraph (a) (i) does not apply to a meeting where only
      the holders of shares   of one class are entitled to vote
      separately pursuant to any provision of the
      Yukon  *Business Corporations Act*or
      otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    
| | iii | .Exchange of Variable Multiple Voting Shares into Subordinate Voting Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (a) | Each outstanding Variable Multiple Voting Share
      may at any time be exchanged, at the option of the holder exercised by
      notice in writing to the  Corporation signed by the holder and
      accompanied by a certificate or certificates representing the Variable
      Multiple Voting Shares in respect of which the holder  desires
      to exercise such right of exchange, into one Subordinate Voting Share.                                                                                                                                                                                                                                               
| |    
| | (b) | Upon receipt of the notice and certificate or
      certificates, the Corporation shall, effective as of the date of such
      receipt, issue or cause to be issued a certificate or certificates
      representing the number of conversion. If less than all of the shares
      represented by a certificate in respect of Subordinate Voting Shares
      issuable upon which the holder has given the notice referred to in
      paragraph (a) are to be exchanged, the holder shall be entitled to receive
      a new certificate representing the Variable Multiple Voting Shares
      represented  by the original certificate that are not to be
      exchanged.
| |    
| | (c) | Upon the number of outstanding Variable Multiple Voting
      Shares falling below 1,500,000, all Variable Multiple Voting Shares then
      outstanding will be deemed to have been exchanged on the same basis for
      Subordinate Voting Shares without further action on the part of the
      holder.                                                                                                                                                                                                                                                                                                                                                                   
|

| | iv. | Subdivision or consolidation.If at any time the
      Variable Multiple Voting Shares or the Subordinate Voting Shares are at
      any time subdivided, consolidated or otherwise reclassified or exchanged
      for the shares of another class, except as a result of the exercise of the
      right of exchange provided for in paragraph 3, the rights privileges and
      restrictions attached to the shares of the other class shall be amended at
      the same time so as to preserve the rights conferred hereby on each class
      in relation to the other class.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | v.  | Transfer of Variable Multiple Voting Shares
      restricted.No Variable Multiple Voting Share shall be transferred
      except with the prior approval of a resolution of the directors of the
      Corporation. The directors may in their absolute discretion refuse to
      approve of any proposed transfer and shall not be required to given any
      reason for such refusal.                                                                                                                                                                                          

|4. | Common rights, preferences and restrictions are as
      follows:
|-- | -----------------------------------------------------------------
|   |                                                                  
|   | a.                                                               
|   |                                                                  
|   | b.                                                               
|   |                                                                  
|   | c.                                                               
|   |                                                                  
|   | d.                                                               

-20-

Central Minera Form 20F December 2007

---

| | e. | There are no redemption provision with respect to the Companys stock, however, Part 7 gives the Directors the right to redeem some but not all of the shares. The Company though could not vote these shares.     
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   
| | f. | Part 15 gives the Directors the right to borrow, it also gives the Directors the right to establish sinking fund provisions, if they either feel that this is necessary, or if it is part of the lending agreement.
| |   
| | g. | Part 3 gives the Directors the right to issue new shares.                                                                                                                                                          
| |   
| | h. | Part 3 states that, if a reporting company, the Directors can instruct the Company to issue up to 25% shares, before getting shareholder approval.                                                                 

|5. | Under Part 6, only the members or shareholders can vote
      to alter their rights. With a public Company this would also have to be
      approved by the B.C. Securities Commission.                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | Annual General Meetings must take place within 6 months
      of the fiscal year end or 13 months of the previous Annual General
      Meeting. With respect to Annual General Meetings and Extraordinary General
      Meetings, the meeting date must be published approximately two months
      before the meeting date. The Record Date is approximately 1.5 months
      before Meeting Date. All registered shareholders and proxy holders are
      allowed to attend. Other attendance is restricted by the
Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7. | There are no limitations on rights to own securities,
      including the rights of non- resident or foreign shareholders to hold or
      exercise voting right on the securities imposed by the Companys
      Articles.                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8. | There are no provisions in the Companys Articles which
      would have an effect of delaying, deferring or preventing a change in
      control of the Company and that would operate only with respect to a
      merger, acquisition or corporate restructuring involving the
    Company.                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|9. | There are no provisions in the Companys Articles,
      stipulating ownership thresholds above which shareholder ownership must be
      disclosed.                                                                                                                                                                                                                                                                                                                                                                         

Legal Limitations

There is no limitation imposed by
Canadian law or by the constituent documents of the Company on the right of a
non-resident to hold or vote the Subordinate Voting shares and the Variable
Multiple Voting shares (the Voting Shares), other than are provided in the
Investment Canada Act (Canada) (the Investment Act), as amended by the
World Trade Organization Agreement Implementation Act (the WTOA Act). The
Investment Act generally prohibits implementation of a re-viewable investment by
an individual, government, or agency thereof, corporation, partnership, trust or
joint venture that is not a Canadian, as defined in the Investment Act (a
non-Canadian), unless, after review, the minister responsible for the
Investment Act is satisfied that the investment is likely to be of net benefit
to Canada. An investment in the Voting Shares of the Company by a non-Canadian
(other than a WTO Investor, as defined below) would be re-viewable under the
Investment Act if it were an investment to acquire control of the Company and
the Company was not, immediately prior to the implementation of the investment,
controlled by a WTO Investor, and the value of the assets of the Company were
$5.0 million or more. An investment in Voting Shares of the Company by a WTO
Investor would be re-viewable under the Investment Act if it were an investment
to acquire direct control of the Company, and the value of the assets of the
Company equaled or exceeded $179 million (threshold amount for

-21-

Central Minera Form 20F December 2007

---

1998). A non-Canadian, whether a WTO Investor or otherwise,
would acquire control of the Company for purposes of the Investment Act if he or
she acquired a majority of the Voting Shares of the Company. The acquisition of
less than a majority, but at least one-third of the Voting Shares of the
Company, would be presumed to be an acquisition of control of the Company,
unless it could be established that the Company was not controlled in fact by
the acquirer through the ownership of the Voting Shares. In general, an
individual is a WTO Investor if he or she is a national of a country (other
than Canada) that is a member of the World Trade Organization (WTO Member) or
has a right of permanent residence in a WTO Member other than Canada. A
corporation or other entity will be a WTO Investor if it is a WTO
Investor-controlled entity pursuant to detailed rules set out in the Investment
Act. The United States is a WTO Member.

Certain transactions involving
Voting Shares of the Company would be exempt from the Investment Act, including:
(a) an acquisition of Voting Shares of the Company if the acquisition were made
in connection with the persons business as a trader or dealer in securities:
(b) an acquisition or control of the Company in connection with the realization
of a security interest granted for a loan or other financial assistance and not
for the purpose related to the provisions of the Investment Act: and (c) an
acquisition of control of the Company by reason of an amalgamation, merger,
consolidation or corporate reorganization, following which the ultimate direct
or indirect control in fact of the Company, through the ownership of voting
interests, remains unchanged.

Proposed Changes to Shareholder Rights

Please refer to Part II. ITEM
14. Material Modifications to the Rights of Security Holders and Use of
Proceeds.

C. Material contracts

None

D. Exchange Controls

There is no law or governmental
decree or regulation in Canada that restricts the export or import of capital,
including the availability of cash and cash equivalents for use by the Companys
group, or affects the remittance of dividends, interest or other payments to a
non-resident holder of shares, other than withholding tax requirements (see
Item 10E -Taxation).

E. Taxation

The following is a summary of the
principal Canadian federal income tax considerations generally applicable in
respect of the shares. The tax consequences to any particular holder of shares
will vary according to the status of that holder as an individual, trust,
corporation, or member of a partnership, the jurisdiction in which that holder
is subject to taxation, the place where that holder is resident and, generally,
according to that holders particular circumstances. This summary is applicable
only to holders who are resident in the United States, have never been resident
in Canada, hold their shares as capital property and

-22-

Central Minera Form 20F December 2007

---

will not use or hold the shares in carrying on business in
Canada. The consequences, if any, of state and local taxes are not considered.
Security holders are urged to seek the advice of their own tax advisors, tax
counsel or accountants with respect to the applicability or effect of these
provisions on their own taxes. The Company has not paid dividends on the shares
in any of its last five fiscal years, and has no plans to pay dividends in the
immediate future.

Generally, dividends paid by
Canadian corporations to non-resident shareholders are subject to a withholding
tax of 25% of the gross amount of such dividends. However, Article X of the
reciprocal tax treaty between Canada and the United States reduces the
withholding tax to 15% of the gross amount of the dividends paid to residents of
the United States. The withholding tax rate on the gross amount of dividends is
reduced to 5% if the beneficial owner of the dividend is a U. S. corporation,
which owns at least 10% of the voting stock of the Canadian corporation paying
the dividends.

A non-resident who holds shares
of the Company as capital property will not be subject to Canadian tax on
capital gains realized on the disposition of such shares unless such shares are
taxable Canadian property within the meaning of the Income Tax Act
(Canada) and no relief is afforded under any applicable tax treaty. The shares
of the Company would be taxable Canadian property of a non-resident if at any
time during the five year period immediately preceding a disposition by the
non-resident of such shares not less than 25% of the issued shares of any class
of the Company belonged to the non-resident, persons with whom the non-resident
did not deal at arms length, or to the non-resident and persons with whom the
non-resident did not deal at arms length.

This discussion is not intended
to be, nor should it be construed to be, legal or tax advice to any holder or
prospective holder of shares and no opinion or representation with respect to
the United States federal income tax consequences to any such holder or
prospective holder is made. Holders and prospective holders of shares are urged
therefore to consult their own tax advisors with respect to their particular
circumstances.

F. Dividends and paying agents

Not applicable to Form 20-F used to file an
Annual Report.

G. Statement by experts

Not applicable to Form 20-F used to
file an Annual Report.

H. Documents on display

The documents concerning the
Company which are referred to in this Report are either annexed hereto as
exhibits (See Item 19) or may be inspected at the principal executive
offices of the Company.

We previously have filed with the
Securities and Exchange Commission a Registration Statement on Form 20-F. A copy
of the Registration Statement and subsequently filed annual reports on Form
20-F, including exhibits, may be reviewed at the

-23-

Central Minera Form 20F December 2007

---

Securities and Exchange Commission's public reference room at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.

I. Subsidiary Information

Not applicable for reports filed in the
United States.

|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUTMARKET RISK
|-------- | ---------------------------------------------------------------

Not required in a Form 20-F filed as an
Annual Report by a small business issuer.

|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN
      EQUITYSECURITIES
|-------- | -----------------------------------------------------------

Not required in a Form 20-F filed as an
Annual Report.

PART II

|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND
      DELINQUENCIES
|-------- | -----------------------------------------------------

There have been no defaults
dividend arrearages and delinquencies with respect to the Companys
securities.

|ITEM 14. | MATERIAL MODIFICATIONS
      TO THE RIGHTS OF SECURITY
      **HOLDERS AND USE OF PROCEEDS**
|-------- | --------------------------------------------------------------------------------------------

There have been no modifications to the
rights of security holders during the current fiscal year and no modifications
are proposed.

|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

As of the end of the period
covered by this Annual Report on Form 20-F, we conducted an evaluation (under
the supervision and with the participation of our management, including the
President, who acts as our principal executive officer and principal financial
officer), pursuant to Rule 13a-15 promulgated under the Exchange Act, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the evaluation, our President concluded that as of the
Evaluation Date (the Evaulation Date), such disclosure controls and procedures
were effective in ensuring that the information required to be disclosed by us
in reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission.

There have not been any changes
in the Companys internal control over financial reporting that occurred during
the period covered by this Form 20-F that have materially affected, or are
reasonable likely to materially affect, the Companys internal control over
financial reporting.

-24-

Central Minera Form 20F December 2007

---

|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
|--------- | --------------------------------

Our board of directors has not,
as yet, formally certified any of its members as an audit committee financial
expert, because it believes that such a step is unnecessary at this time due to
the Companys limited operations.

|ITEM 16B. | CODE OF ETHICS
|--------- | --------------

Our board of directors not, as
yet, adopted a formal code of ethics for our President. The board believes that
our existing internal control procedures and current business practices are
adequate to promote honest and ethical conduct and to deter wrongdoing on the
part of these executives.

|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
|--------- | --------------------------------------------

Pannell Kerr Forster served as
our auditors for the year ended June 30, 2007. The following tables set forth
the aggregate fees for professional services rendered to us in 2007 and
2006.

Audit Fees
    Audit-Related Fees
    Tax Fees
    All Other
      Fees2007
    2006
    2007
    2006
    2007
    2006
    2007
    2006Pannell Kerr Forster
    10,000
    7,000
    0
    0
    0
    0
    0
    0


We have introduced procedures for the review and pre-approval
of any services performed by Pannell Kerr Forster. The procedures require that
all proposed engagements of Pannell Kerr Forster for audit and permitted
non-audit services are submitted to the board of directors for approval prior to
the beginning of any such services. During Fiscal 2007, the board of directors
approved 100% of the audit, non-audit and tax fees.

|**ITEM 16D.     EXEMPTION
      FROM THE LISTING STANDARDS FOR THE AUDIT****COMMITTEE** | 
|--------------------------------------------------------------------------------------- | 

Not applicable to the Company at this
time.

|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

The financial statements of the
Company have been prepared on the basis of Canadian GAAP. A reconciliation to
U.S. GAAP is included therein.

The auditors report, financial
statements and notes thereto, schedules thereto as required under Item 17 are
found following Item 19. The Audit Report of Pannel Kerr

-25-

Central Minera Form 20F December 2007

---

Forster, Chartered Accountants is included herein immediately
preceding the respective financial statements, notes, schedules, etc.

|Index to Financial Statements                                                                | Page
|-------------------------------------------------------------------------------------------- | ----
|Auditors' Report dated December 10, 2007                                                     | 34  
|Comments by Auditors for U.S.
      Readers on Canada-US Reporting Conflict                  | 34  
|Balance Sheets dated June 30, 2007 and 2006                                                  |     
|Statement of Operations and Deficit for
      the years ended   June 30, 2007, 2006 and 2005 |     
|Statements of Cash Flows for the years ended June 30, 2007,
      2006 and 2005              |     
|Notes to the Financial Statements for the years
      ended June 30, 2007                    |     

-26-

Central Minera Form 20F December 2007

---

CENTRAL MINERA CORP.

(A PRE-EXPLORATORY STAGE COMPANY)

FINANCIAL STATEMENTS

JUNE 30, 2007

(EXPRESSED IN US DOLLARS)

---

MANAGEMENTS RESPONSIBILITY FOR FINANCIAL REPORTING

The financial statements of Central Minera Corp. are the responsibility of the Companys management. The financial statements are prepared in accordance with accounting principles generally accepted in Canada and reflect managements best estimates and judgment based on information currently available.

Management has developed and maintains a system of internal controls to ensure that the Companys assets are safeguarded, transactions are authorized and properly recorded, and financial information is reliable.

The Board of Directors is responsible for ensuring management fulfills its responsibilities for financial reporting and internal controls through an audit committee. The Audit Committee reviews the results of the audit and the annual financial statements prior to their submission to the Board of Directors for approval.

The financial statements have been audited by Pannell Kerr Forster, Chartered Accountants, and their report outlines the scope of their examination and gives their opinion on the financial statements.

Michael CytrynbaumMichael CytrynbaumPresidentVancouver, British ColumbiaDecember 10, 2007

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS OF CENTRAL MINERA CORP.

We have audited the balance sheets of Central Minera Corp. (a pre-exploratory stage company) as at June 30, 2007 and 2006 and the statements of operations and deficit and cash flows for the years ended June 30, 2007, 2006 and 2005 and cumulative to June 30, 2007. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance 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.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2007 and 2006 and the results of its operations and its cash flows for the years ended June 30, 2007, 2006 and 2005 and cumulative to June 30, 2007 in accordance with Canadian generally accepted accounting principles.

/s/ Pannell Kerr Forster

Chartered Accountants(registered with the PCAOB as Smythe Ratcliffe)

Vancouver, CanadaDecember 10, 2007

COMMENTS BY AUDITORS FOR US READERS ON CANADA-US REPORTING CONFLICT

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going-concern, such as that described in note 1 to these financial statements. Our report to the shareholders dated December 10, 2007 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such uncertainties in the auditors report when the uncertainties are adequately disclosed in the financial statements.

/s/ Pannell Kerr Forster

Chartered Accountants(registered with the PCAOB as Smythe Ratcliffe)

Vancouver, CanadaDecember 10, 2007

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)BALANCE SHEETS(EXPRESSED IN US DOLLARS)JUNE 30,

|                                          |   | 2007        |   |   | 2006        |  
|----------------------------------------- | - | ----------- | - | - | ----------- | -
|ASSETS                                    |   |             |   |   |             |  
|CURRENT                                   |   |             |   |   |             |  
|CASH (NOTE 5)                             | $ | 4,024       |   | $ | 27,654      |  
|ACCOUNTS RECEIVABLE                       |   | 7,145       |   |   | 7,840       |  
|PREPAID EXPENSES                          |   | -           |   |   | 1,345       |  
|                                          |   | 11,169      |   |   | 36,839      |  
|EQUIPMENT (NOTE 6)                        |   | 196         |   |   | 498         |  
|MINERAL PROPERTIES AND INTERESTS (NOTE 7) |   | -           |   |   | 2           |  
|                                          | $ | 11,365      |   | $ | 37,339      |  
|LIABILITIES                               |   |             |   |   |             |  
|CURRENT                                   |   |             |   |   |             |  
|ACCOUNTS PAYABLE AND ACCRUED LIABILITIES  | $ | 15,146      |   | $ | 10,762      |  
|ACCOUNTS PAYABLE - RELATED PARTY (NOTE 9) |   | 108,962     |   |   | 21,592      |  
|LOAN PAYABLE - RELATED PARTY (NOTE 9)     |   | 28,302      |   |   | -           |  
|                                          |   | 152,410     |   |   | 32,354      |  
|SHARE CAPITAL AND DEFICIT                 |   |             |   |   |             |  
|SHARE CAPITAL (NOTE 8)                    |   |             |   |   |             |  
|VARIABLE MULTIPLE VOTING SHARES           |   | 300,000     |   |   | 300,000     |  
|SUBORDINATE VOTING SHARES                 |   | 41,873,339  |   |   | 41,873,339  |  
|CONTRIBUTED SURPLUS ARISING FROM          |   |             |   |   |             |  
|STOCK-BASED COMPENSATION                  |   | 9,073       |   |   | 9,073       |  
|DEFICIT                                   |   | (42,323,457 | ) |   | (42,177,427 | )
|                                          |   | (141,045    | ) |   | 4,985       |  
|                                          | $ | 11,365      |   | $ | 37,339      |  

GOING CONCERN CONSIDERATIONS (NOTE 1)COMMITMENT (NOTE 10)SUBSEQUENT EVENT (NOTE 13)APPROVED BY THE DIRECTORSMichael CytrynbaumBarbara West


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

---

|CENTRAL MINERA CORP.                    |   |             |     |   |            |     |   |            |     |   |            |  
|--------------------------------------- | - | ----------- | --- | - | ---------- | --- | - | ---------- | --- | - | ---------- | -
|(A PRE-EXPLORATORY STAGE COMPANY)       |   |             |     |   |            |     |   |            |     |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|STATEMENTS OF OPERATIONS AND DEFICIT    |   |             |     |   |            |     |   |            |     |  
|(EXPRESSED IN US DOLLARS)               |   |             |     |   |            |     |   |            |     |   |            |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|YEARS ENDED JUNE 30,                    |   |             |     |   |            |     |   |            |     |   |            |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|                                        |   | CUMULATIVE  |     |   |            |     |   |            |     |   |            |  
|                                        |   | TO JUNE 30, |     |   |            |     |   |            |     |   |            |  
|                                        |   | 2007        |     |   | 2007       |     |   | 2006       |     |   | 2005       |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|ADMINISTRATION EXPENSES                 |   |             |     |   |            |     |   |            |     |   |            |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|ACCOUNTING AND AUDIT                    | $ | 750,064     |     | $ | 17,892     |     | $ | 12,606     |     | $ | 13,591     |  
|AMORTIZATION                            |   | 284,224     |     |   | 302        |     |   | 420        |     |   | 558        |  
|CONSULTING FEES                         |   | 2,160,410   |     |   | 95,575     |     |   | 92,871     |     |   | 88,106     |  
|LEGAL                                   |   | 1,884,762   |     |   | 6,698      |     |   | 6,319      |     |   | 19,791     |  
|OFFICE                                  |   | 946,464     |     |   | 5,219      |     |   | 2,892      |     |   | 5,298      |  
|RENT                                    |   | 726,425     |     |   | -          |     |   | -          |     |   | -          |  
|SALARIES AND BENEFITS                   |   | 292,748     |     |   | -          |     |   | -          |     |   | -          |  
|TRANSFER AGENT                          |   |             |     |   |            |     |   |            |     |   |            |  
|AND FILING FEES                         |   | 206,545     |     |   | 10,849     |     |   | 9,509      |     |   | 9,046      |  
|TRAVEL AND PROMOTION                    |   | 1,222,278   |     |   | -          |     |   | -          |     |   | 2,964      |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|                                        |   | 8,473,920   |     |   | 136,535    |     |   | 124,617    |     |   | 139,354    |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|INTEREST AND OTHER INCOME               |   | (1,519,220  | )   |   | (8         | )   |   | (828       | )   |   | (476       | )
|LOSS ON FOREIGN EXCHANGE                |   | 59,449      |     |   | 9,501      |     |   | 3,280      |     |   | 2,119      |  
|WRITE-DOWN OF INVESTMENT                |   |             |     |   |            |     |   |            |     |   |            |  
|IN PRIVATE COMPANY (NOTE 7)             |   | 1,000,799   |     |   | -          |     |   | -          |     |   | -          |  
|LOSS (GAIN) ON SALE AND                 |   |             |     |   |            |     |   |            |     |   |            |  
|WRITE-DOWN OF MARKETABLE                |   |             |     |   |            |     |   |            |     |   |            |  
|SECURITIES                              |   | (6,310      | )   |   | -          |     |   | -          |     |   | 1,092      |  
|WRITE-DOWN OF MINERAL                   |   |             |     |   |            |     |   |            |     |   |            |  
|PROPERTIES (RECOVERIES)                 |   | 24,719,362  |     |   | 2          |     |   | (5,418     | )   |   | -          |  
|LOSS ON SALE OF PROPERTY                |   |             |     |   |            |     |   |            |     |   |            |  
|AND EQUIPMENT                           |   | 11,307      |     |   | -          |     |   | -          |     |   | -          |  
|SETTLEMENT OF LAWSUITS                  |   | 729,038     |     |   | -          |     |   | -          |     |   | -          |  
|LOSS ON SALE OF SUBSIDIARY              |   | 8,855,112   |     |   | -          |     |   | -          |     |   | -          |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|                                        |   | 33,849,537  |     |   | 9,495      |     |   | (2,966     | )   |   | 2,735      |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|NET LOSS                                |   | 42,323,457  |     |   | 146,030    |     |   | 121,651    |     |   | 142,089    |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|DEFICIT BEGINNING OF THE PERIOD         |   | -           |     |   | 42,177,427 |     |   | 42,055,776 |     |   | 41,913,687 |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|DEFICIT END OF THE PERIOD               | $ | 42,323,457  |     | $ | 42,323,457 |     | $ | 42,177,427 |     | $ | 42,055,776 |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|BASIC AND DILUTED LOSS PER COMMON SHARE |   | $           | .01 |   | $          | .01 |   | $          | .01 |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|                                        |   |             |     |   |            |     |   |            |     |   |            |  
|WEIGHTED AVERAGE NUMBER OF COMMON       |   |             |     |   |            |     |   |            |     |  
|SHARES OUTSTANDING                      |   |             |     |   | 30,824,972 |     |   | 29,635,199 |     |   | 27,969,517 |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

---

|CENTRAL MINERA CORP.              |   |             |   |   |          |   |   |          |   |   |          |  
|--------------------------------- | - | ----------- | - | - | -------- | - | - | -------- | - | - | -------- | -
|(A PRE-EXPLORATORY STAGE COMPANY) |   |             |   |   |          |   |   |          |   |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|STATEMENTS OF CASH FLOWS          |   |             |   |   |          |   |   |          |   |   |          |  
|(EXPRESSED IN US DOLLARS)         |   |             |   |   |          |   |   |          |   |   |          |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|YEARS ENDED JUNE 30,              |   |             |   |   |          |   |   |          |   |   |          |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|                                  |   | CUMULATIVE  |   |   |          |   |   |          |   |   |          |  
|                                  |   | TO JUNE 30, |   |   |          |   |   |          |   |   |          |  
|                                  |   | 2007        |   |   | 2007     |   |   | 2006     |   |   | 2005     |  
|CASH PROVIDED (USED) BY           |   |             |   |   |          |   |   |          |   |   |          |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|OPERATING ACTIVITIES              |   |             |   |   |          |   |   |          |   |   |          |  
|NET LOSS                          | $ | (42,323,457 | ) | $ | (146,030 | ) | $ | (121,651 | ) | $ | (142,089 | )
|ITEMS NOT INVOLVING CASH          |   |             |   |   |          |   |   |          |   |   |          |  
|AMORTIZATION                      |   | 284,224     |   |   | 302      |   |   | 420      |   |   | 558      |  
|LOSS ON SALE OF SUBSIDIARY        |   | 8,855,112   |   |   | -        |   |   | -        |   |   | -        |  
|LOSS ON SALE OF PROPERTY          |   |             |   |   |          |   |   |          |   |   |          |  
|AND EQUIPMENT                     |   | 11,307      |   |   | -        |   |   | -        |   |   | -        |  
|WRITE-DOWN OF INVESTMENT IN       |   |             |   |   |          |   |   |          |   |   |          |  
|PRIVATE COMPANY                   |   | 1,000,799   |   |   | -        |   |   | -        |   |   | -        |  
|WRITE-DOWN OF MINERAL             |   |             |   |   |          |   |   |          |   |   |          |  
|PROPERTIES                        |   | 24,719,362  |   |   | 2        |   |   | (5,418   | ) |   | -        |  
|STOCK-BASED COMPENSATION          |   | 9,073       |   |   | -        |   |   | -        |   |   | -        |  
|SHARE CONSIDERATION PAYABLE       |   |             |   |   |          |   |   |          |   |   |          |  
|INCLUDED IN SETTLEMENT            |   |             |   |   |          |   |   |          |   |   |          |  
|OF LAWSUITS                       |   | 375,000     |   |   | -        |   |   | -        |   |   | -        |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|                                  |   | (7,068,580  | ) |   | (145,726 | ) |   | (126,649 | ) |   | (141,531 | )
|NET CHANGE IN NON-CASH            |   |             |   |   |          |   |   |          |   |   |          |  
|WORKING CAPITAL ITEMS             |   |             |   |   |          |   |   |          |   |   |          |  
|ACCOUNTS RECEIVABLE               |   | (7,145      | ) |   | 695      |   |   | 329      |   |   | (1,120   | )
|PREPAID EXPENSES                  |   | -           |   |   | 1,345    |   |   | 25,485   |   |   | (22,689  | )
|MARKETABLE SECURITIES             |   | -           |   |   | -        |   |   | -        |   |   | 2,000    |  
|ACCOUNTS PAYABLE AND              |   |             |   |   |          |   |   |          |   |   |          |  
|ACCRUED LIABILITIES               |   | 124,108     |   |   | 91,754   |   |   | (17,262  | ) |   | 33,482   |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|                                  |   | (6,951,617  | ) |   | (51,932  | ) |   | (118,097 | ) |   | (129,858 | )
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|FINANCING ACTIVITIES              |   |             |   |   |          |   |   |          |   |   |          |  
|LOAN PAYABLE TO A RELATED PARTY   |   | 28,302      |   |   | 28,302   |   |   | -        |   |   | -        |  
|SHARES ISSUED FOR CASH, LOAN      |   |             |   |   |          |   |   |          |   |   |          |  
|AND CONVERTIBLE DEBENTURES        |   | 26,048,338  |   |   | -        |   |   | 114,287  |   |   | -        |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|                                  |   | 26,076,640  |   |   | 28,302   |   |   | 114,287  |   |   | -        |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|INVESTING ACTIVITIES              |   |             |   |   |          |   |   |          |   |   |          |  
|MINERAL PROPERTIES                |   | (17,305,960 | ) |   | -        |   |   | -        |   |   | -        |  
|INVESTMENT IN PRIVATE COMPANY     |   | (1,000,799  | ) |   | -        |   |   | -        |   |   | -        |  
|PURCHASE OF PROPERTY              |   |             |   |   |          |   |   |          |   |   |          |  
|AND EQUIPMENT                     |   | (814,240    | ) |   | -        |   |   | -        |   |   | -        |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|                                  |   | (19,120,999 | ) |   | -        |   |   | -        |   |   | -        |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|CHANGE IN CASH FOR THE PERIOD     |   | 4,024       |   |   | (23,630  | ) |   | (3,810   | ) |   | (129,858 | )
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|CASH BEGINNING OF PERIOD          |   | -           |   |   | 27,654   |   |   | 31,464   |   |   | 161,322  |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|                                  |   |             |   |   |          |   |   |          |   |   |          |  
|CASH END OF PERIOD                | $ | 4,024       |   | $ | 4,024    |   | $ | 27,654   |   | $ | 31,464   |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(EXPRESSED IN US DOLLARS)JUNE 30, 2007

|1. | GOING CONCERN CONSIDERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of operations. As at June 30, 2007, the Company had not reached a level of operations that would finance day-to-day activities. The Companys continuation as a going concern is dependent upon its ability to attain profitable operations and generate funds therefrom and/or raise equity capital or borrowings sufficient to meet current and future obligations. These financial statements do not give effect to adjustments that would be necessary to the carrying values or classifications of assets and liabilities should the Company be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | For the years ended June 30, 2007, 2006 and 2005, the Company incurred operating losses of $146,030, $121,651 and $142,089, respectively, and had working capital (deficit) of ($141,241) and $4,485, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | CONTINUING OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company is incorporated under the laws of Yukon Territory, Canada. The principal business activity is the acquisition, exploration and development of mineral properties. At the Companys annual general meeting in December 2002, the shareholders approved the consolidation of the Companys shares to a maximum ratio of 1:20 and to change its domicile. The directors are authorized to implement these changes at their discretion. No changes have been implemented.                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(EXPRESSED IN US DOLLARS)JUNE 30, 2007

|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|-- | ------------------------------------------------------
|   |                                                       
|   | b.                                                    
|   |                                                       
|   |                                                       
|   |                                                       
|   | c.                                                    
|   |                                                       
|   |                                                       
|   |                                                       
|   | d.                                                    
|   |                                                       
|   |                                                       
|   |                                                       
|   | e.                                                    
|   |                                                       
|   |                                                       
|   |                                                       
|   | f.                                                    
|   |                                                       
|   |                                                       

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(EXPRESSED IN US DOLLARS)JUNE 30, 2007

|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | g.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | h.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | i.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The carrying value of cash, accounts receivable, and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these financial instruments.                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company is not exposed to any significant interest rate price risk or cash flow risk due to the short- term maturity of its monetary assets and liabilities. The Company is not exposed to any significant credit risk with respect to its accounts receivable, nor does it expect any credit losses.                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys functional currency is the Canadian dollar and the Company translates the results of its operations into US currency using rates approximating the rate of exchange prevailing on the transaction date. The exchange rate may vary from time to time. Translation gains or losses are included in the determination of earnings (loss). The Company has not entered into any foreign currency contracts to manage foreign currency risk.

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(EXPRESSED IN US DOLLARS)JUNE 30, 2007

|5. | CASH
|-- | ----

The Company maintains its cash balances in various currencies. At the period end, the currencies held and the United States equivalents are as follows:

| |                                   |   | June 30, |  |   | June 30, | 
| | --------------------------------- | - | -------- |  | - | -------- | 
| |                                   |   | 2007     |  |   | 2006     | 
| |                                   |   |          |  |   |          | 
| | Canadian dollars (US equivalents) | $ | 3,899    |  | $ | 20,699   | 
| | US dollars                        |   | 125      |  |   | 6,955    | 
| |                                   |   |          |  |   |          | 
| |                                   | $ | 4,024    |  | $ | 27,654   | 

|6. | EQUIPMENT
|-- | ---------

| |                          |   | June 30, |   |   | June 30, |  
| | ------------------------ | - | -------- | - | - | -------- | -
| |                          |   | 2007     |   |   | 2006     |  
| |                          |   |          |   |   |          |  
| | Equipment                | $ | 2,481    |   | $ | 2,481    |  
| | Accumulated amortization |   | (2,285   | ) |   | (1,983   | )
| |                          |   |          |   |   |          |  
| |                          | $ | 196      |   | $ | 498      |  

|7. | MINERAL PROPERTIES AND INTERESTS
|-- | --------------------------------
|   |                                 
|   | a.                              
|   |                                 
|   |                                 
|   |                                 
|   | b.                              
|   |                                 
|   |                                 

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(EXPRESSED IN US DOLLARS)JUNE 30, 2007

|8. | SHARE CAPITAL
|-- | -------------
|   |              
|   | a.           
|   |              
|   |              
|   |              
|   |              
|   |              
|   | b.           

| |                                    |   | Share |  |  |            |  |   |               | 
| | ---------------------------------- | - | ----- |  |  | ---------- |  | - | ------------- | 
| |                                    |   | Price |  |  | Shares     |  |   | Consideration | 
| |                                    |   |       |  |  |            |  |   |               | 
| | Variable Multiple Voting Shares    |   |       |  |  |            |  |   |               | 
| | Issued for conversion of debenture |   |       |  |  |            |  |   |               | 
| | Balance June 30, 2007 and 2006     | $ | .10   |  |  | 3,000,000  |  | $ | 300,000       | 
| |                                    |   |       |  |  |            |  |   |               | 
| | Subordinate Voting Shares          |   |       |  |  |            |  |   |               | 
| | Balance June 30, 2005              |   |       |  |  | 24,969,517 |  | $ | 41,759,052    | 
| | Shares issued                      |   |       |  |  |            |  |   |               | 
| | For cash - Private placement       | $ | .04   |  |  | 2,855,455  |  |   | 114,287       | 
| |                                    |   |       |  |  |            |  |   |               | 
| | Balance June 30, 2007 and 2006     |   |       |  |  | 27,824,972 |  | $ | 41,873,339    | 

No shares were issued during the current year and 2,855,455 subordinate voting shares were issued at $.04 per share pursuant to the terms of a private placement during the year ended June 30, 2006.

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(EXPRESSED IN US DOLLARS)JUNE 30, 2007

|8. | SHARE CAPITAL (CONTINUED)
|-- | -------------------------
|   |                          
|   | c.                       
|   |                          
|   |                          
|   |                          
|   |                          

| |                             |  | June 30, 2007 |   |   | June 30, 2006 | 
| | --------------------------- |  | ------------- | - | - | ------------- | 
| |                             |  |               |   |   | Weighted      | 
| |                             |  |               |   |   | Average       | 
| |                             |  | Number of     |   |   | Exercise      | 
| |                             |  | Options       |   |   | Price         | 
| |                             |  |               |   |   |               | 
| | Balance beginning of period |  | 300,000       |   | $ | -             | 
| | Expired                     |  | (300,000      | ) | $ | -             | 
| | Balance end of period       |  | -             |   | $ | -             | 

| | Balance  |  |          |   |  | Balance  |  |   |          |  |  |                   | 
| | -------- |  | -------- | - |  | -------- |  | - | -------- |  |  | ----------------- | 
| | June 30, |  |          |   |  | June 30, |  |   | Exercise |  |  |                   | 
| | 2006     |  | Change   |   |  | 2007     |  |   | Price    |  |  | Expiry Date       | 
| |          |  |          |   |  |          |  |   |          |  |  |                   | 
| | 300,000  |  | (300,000 | ) |  | -        |  | $ | .20      |  |  | December 31, 2006 | 

During the year ended June 30, 2007, share purchase options to acquire 300,000 subordinate voting shares lapsed without being exercised.

| | d. | Share Purchase Warrants - Subordinate Voting Shares
| | -- | ---------------------------------------------------



| |                             |  | June 30, 2007 |  |   | June 30, 2006 | 
| | --------------------------- |  | ------------- |  | - | ------------- | 
| |                             |  |               |  |   | Weighted      | 
| |                             |  |               |  |   | Average       | 
| |                             |  | Number of     |  |   | Exercise      | 
| |                             |  | Options       |  |   | Price         | 
| |                             |  |               |  |   |               | 
| | Balance beginning of period |  | -             |  | $ | -             | 
| | Expired                     |  | -             |  | $ | -             | 
| | Balance end of period       |  | -             |  | $ | -             | 

During the year ended June 30, 2006, warrants to acquire 1,200,000 subordinate voting shares lapsed without being exercised.

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(EXPRESSED IN US DOLLARS)JUNE 30, 2007

|9. | RELATED PARTY TRANSACTIONS
|-- | --------------------------

Related party transactions not separately disclosed elsewhere in these financial statements were as follows:

| |                                       |   | 2007   |  |   | 2006   |  |   | 2005   | 
| | ------------------------------------- | - | ------ |  | - | ------ |  | - | ------ | 
| | Consulting fees charged by a company  |   |        |  |   |        |  |   |        | 
| | controlled by a director              | $ | 79,646 |  | $ | 77,393 |  | $ | 72,035 | 
| | Consulting fees charged by a director | $ | 15,929 |  | $ | -      |  | $ | -      | 

|    | Accounts payable of $108,962 (2006 - $21,592) is owing to a company controlled by a director. Loan payable of $28,302 (Cdn. $30,000) is owing to a company controlled by a director, is unsecured, bears interest at 12% per annum and is repayable on demand. Subsequent to June 30, 2007, the related party made additional advances of $8,019 (Cdn. $8,500) on the same terms. These related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount agreed by the transacting parties.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|10. | COMMITMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The Company has entered into a management agreement with a company controlled by a director, which requires minimum annual payments of approximately $170,000 (Cdn. $180,000). The agreement contains a clause requiring a termination payment of approximately $85,000 (Cdn. $90,000). The corporate related party has voluntarily reduced the monthly fee to $7,100 (Cdn. $7,500) commencing March 2003 (Note 9).                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|11. | INCOME TAXES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | The income taxes shown on the statements of operations and deficit differ from the amounts calculated by applying the combined Canadian federal and provincial statutory rates due to the following:                                                                                                                                                                                                                                                                                                                                                   

| |                                             |   | 2007    |   |   | 2006    |   |   | 2005    |  
| | ------------------------------------------- | - | ------- | - | - | ------- | - | - | ------- | -
| | Income tax recovery at statutory rates      | $ | (49,650 | ) | $ | (41,361 | ) | $ | (51,152 | )
| | Write-down and loss on investments          |   | -       |   |   | -       |   |   | 393     |  
| | Write-down on mineral properties            |   | -       |   |   | 1,842   |   |   | -       |  
| | Amortization timing differences and other   |   | (2,918  | ) |   | (3,177  | ) |   | (2,101  | )
| | Benefit of income tax losses not recognized |   | 52,568  |   |   | 42,696  |   |   | 52,860  |  
| |                                             | $ | -       |   | $ | -       |   | $ | -       |  

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(EXPRESSED IN US DOLLARS)JUNE 30, 2007

|11. | INCOME TAXES (CONTINUED)
|--- | ------------------------

Future income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of future tax assets are as follows:

2007
      
      
      2006Non-capital losses carried forward
      $
      368,086
      
      $
      517,167Resource-related expenditures
      
      141,813
      
      
      147,864Investment losses
      
      4,706,600
      
      
      4,907,4455,216,499
      
      
      5,572,476Less: Valuation allowance
      
      (5,216,499
      )
      
      (5,572,476
      )Net future income tax assets
      $
      -
      
      $
      -


As at June 30, 2007, the Company has operating losses of approximately $1,187,000, resource-related expenditures of approximately $457,000, and capital losses of approximately $15,183,000 available for carry-forward to reduce future years taxable income. No future income tax benefit has been recognized in the accounts. The availability of the operating losses expires as follows:

2009
      $
      401,0002010
      
      155,0002014
      
      180,0002015
      
      188,0002026
      
      108,0002027
      
      155,000$
      1,187,000


|12. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (US GAAP)                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                          
|    | These financial statements have been prepared in accordance with accounting principles generally accepted in Canada. A description of accounting principles followed by the Company that differ in certain respects from US GAAP follows:
|    |                                                                                                                                                                                                                                          
|    | a.                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                          

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)NOTES TO FINANCIAL STATEMENTS(EXPRESSED IN US DOLLARS)JUNE 30, 2007

|12. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES (US GAAP) (CONTINUED)                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                    
|    | b.                                                                                                                                                 
|    |                                                                                                                                                    
|    |                                                                                                                                                    
|    |                                                                                                                                                    
|    |                                                                                                                                                    
|    |                                                                                                                                                    
|    | The adoption of these new pronouncements is not expected to have an effect on the financial position or results of operations.                     
|    |                                                                                                                                                    
|    | The effect of the differences between Canadian GAAP and US GAAP on the balance sheets and statements of operations and deficit is summarized below:

| | JUNE 30,                          |  |   | 2007        |   |   | 2006        |   |   | 2005        |  
| | --------------------------------- |  | - | ----------- | - | - | ----------- | - | - | ----------- | -
| | Share capital under Canadian GAAP |  | $ | 42,173,339  |   | $ | 42,173,339  |   | $ | 42,059,052  |  
| | Adjustment for APB No. 25         |  |   | 12,490      |   |   | 12,490      |   |   | 12,490      |  
| | Share capital under US GAAP       |  | $ | 42,185,829  |   | $ | 42,185,829  |   | $ | 42,071,542  |  
| | Deficit under Canadian GAAP       |  | $ | (42,323,457 | ) | $ | (42,177,427 | ) | $ | (42,055,776 | )
| | Adjustment for APB No. 25         |  |   | (12,490     | ) |   | (12,490     | ) |   | (12,490     | )
| | Deficit under US GAAP             |  | $ | (42,335,947 | ) | $ | (42,189,917 | ) | $ | (42,068,266 | )
| | Loss for the period under         |  |   |             |   |   |             |   |   |             |  
| | Canadian GAAP                     |  | $ | (146,030    | ) | $ | (121,651    | ) | $ | (142,089    | )
| | Adjustment for APB No. 25         |  |   | -           |   |   | -           |   |   | -           |  
| | Comprehensive loss under US       |  |   |             |   |   |             |   |   |             |  
| | GAAP                              |  | $ | (146,030    | ) | $ | (121,651    | ) | $ | (142,089    | )
| | Basic and diluted loss per share  |  |   |             |   |   |             |   |   |             |  
| | under US GAAP                     |  | $ | .01         |   | $ | .01         |   | $ | .01         |  

There is no effect on the statements of cash flows for the difference between Canadian GAAP and US GAAP.

|13. | SUBSEQUENT EVENT
|--- | ----------------

In October 2007, the Company closed a private placement of 2,000,000 units at $.03 per share for gross proceeds of $60,000. Each unit consists of one subordinate voting share and one share purchase warrant entitling the holder to acquire a subordinate voting share at $.03 per share exercisable to October 18, 2012.

---

|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

The Company has elected to report under Item No. 17.

|ITEM 19. | EXHIBITS
|-------- | --------

The following exhibits are filed with this report:

Exhibit Number
    Description1.1*
    Certificate of Incorporation1.2*
    Company Act Memorandum1.3*
    Articles1.4**
    Certificate of Continuance of Central Minera
      Corp. to the Yukon Territories with By-laws of the Company.1.5****
    Amendment to Articles4.1***
    Management Services Agreement dated July 18, 20024.2***
    Consulting Services Agreement dated October 1, 19994.3***
    Amendment to the Option Agreement4.4****
    Agreement and Mutual Release dated December 8, 200212.1
    Certification of Chief Executive Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2
    Certification of Chief Financial Officer
      pursuant to Section 302 of the Sarbanes-Oxley Act of 200213.1
    Certification of Chief Executive Officer
      pursuant to Section 906 of the Sarbanes-Oxley Act of 200213.2
    Certification of Chief Financial Officer
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


|*    | Incorporated by reference to the Companys Registration
      Statement on Form 20-F, file number 0- 24570, as filed on September 30,
      1994.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                  
|**   | Incorporated by reference to the Companys Annual Report
      on Form 20-F, as filed on December 24, 1999.                                      
|     |                                                                                                                                                  
|***  | Incorporated by reference to the Companys Annual Report
      on Form 20-F, as filed on November 29, 2002.                                      
|     |                                                                                                                                                  
|**** | Incorporated by reference to the Companys Annual Report
      on Form 20-F, as filed on December 1, 2003.                                       

-27-

Central Minera Form 20F December 2007

---

EXHIBIT 12.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Cytrynbaum, certify that:

|1. | I have reviewed this annual report on Form 20-F of
      Central Minera Corp.;                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                          
|2. | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;                       
|   |                                                                                                                                                                                                                                                                                                                                                          
|3. | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the company as of, and for, the periods presented in this
      report;                                             
|   |                                                                                                                                                                                                                                                                                                                                                          
|4. | The companys other certifying officer(s) and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the company and
have:

(a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;

(b) Designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the
company's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any
change in the company's internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or
is reasonably likely to materially affect, the company's internal control over
financial reporting; and

|5. | The company's other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the company's auditors and the audit committee of
      the company's board of directors (or persons performing the equivalent
      functions):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(a) All significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
company's ability to record, process, summarize and report financial
information; and

(b) Any fraud, whether or not
material, that involves management or other employees who have a significant
role in the company's internal control over financial reporting.

DATE: December 21, 2007./s/ Michael
Cytrynbaum_________________________Michael Cytrynbaum, President
and Director

-28-

Central Minera Form 20F December 2007

---

EXHIBIT 12.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Barbara West, certify that:

|1. | I have reviewed this annual report on Form 20-F of
      Central Minera Corp.;                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                          
|2. | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;                       
|   |                                                                                                                                                                                                                                                                                                                                                          
|3. | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the company as of, and for, the periods presented in this
      report;                                             
|   |                                                                                                                                                                                                                                                                                                                                                          
|4. | The companys other certifying officer(s) and I are
      responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
      internal control over financial reporting (as defined in Exchange Act
      Rules 13a-15(f) and 15d-15(f)) for the company and
have:

(a) Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;

(b) Designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the
company's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any
change in the company's internal control over financial reporting that occurred
during the period covered by the annual report that has materially affected, or
is reasonably likely to materially affect, the company's internal control over
financial reporting; and

|5. | The company's other certifying officer(s) and I have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the company's auditors and the audit committee of
      the company's board of directors (or persons performing the equivalent
      functions):
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(a) All significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
company's ability to record, process, summarize and report financial
information; and

(b) Any fraud, whether or not
material, that involves management or other employees who have a significant
role in the company's internal control over financial reporting.

DATE: December 21, 2007./s/ Barbara
West_____________________Barbara West, Director

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Central Minera Form 20F December 2007

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EXHIBIT 13.1

Certification of Chief
Executive Officer pursuant to Title 18, United States Code, Section 1350, as
adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

I, Michael Cytrynbaum, President of Central Minera Corp.,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350, that, to the best of my knowledge:

1. The Annual Report on Form 20-F of Central Minera Corp. for
the year ended June 30, 2007 (the "Report") fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a) or 78o(d)); and

2. The information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of
Central Minera Corp.

Vancouver, British Columbia, Canada

by: /s/ Michael Cytrynbaum

December 21, 2007

Michael Cytrynbaum President , Central Minera Corp.

A signed original of this written statement required by Section
906 has been provided to Central Minera Corp. and will be retained by Central
Minera Corp. and furnished to the Securities and Exchange Commission or its
staff upon request.

-30-

Central Minera Form 20F December 2007

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EXHIBIT 13.2

Certification of Chief
Financial Officer pursuant to Title 18, United States Code, Section 1350, as
adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

I, Barbara West, Director of Central Minera Corp., certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section
1350, that, to the best of my knowledge:

1. The Annual Report on Form 20-F of Central Minera Corp. for
the year ended June 30, 2007 (the "Report") fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a) or 78o(d)); and

2. The information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of
Central Minera Corp.

Vancouver, British Columbia, Canada

by: /s/ Barbara West

December 21, 2007

Barbara West Director

A signed original of this written statement required by Section
906 has been provided to Central Minera Corp. and will be retained by Central
Minera Corp. and furnished to the Securities and Exchange Commission or its
staff upon request.

-31-

Central Minera Form 20F December 2007

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