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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F



[    ]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended June 30, 2008

OR

[    ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE 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 SECURITIES

EXCHANGE 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, 2008, the Registrant had 29,824,972 Subordinate Voting shares (previously Common Shares prior to redesignation) outstanding.  As of June 30, 2008, 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



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Central Minera Form 20F December 2008







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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.



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 2008







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TABLE OF CONTENTS





|          |                                                                              |     
|--------- | ---------------------------------------------------------------------------- | ----
|          |                                                                              | Page
|PART I    |                                                                              |     
|          |                                                                              |     
|Item 1.   | Identity of Directors, Senior Management and Adviser                         | 4   
|Item 2.   | Offer Statistics and Expected Timetable                                      | 4   
|Item 3.   | Key Information                                                              | 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                                                        | 17  
|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                     | 26  
|Item 17.  | Financial Statements                                                         | 26  
|Item 18.  | Financial Statements                                                         | 26  
|Item 19.  | Exhibits                                                                     | 27  
|          | Signature Page                                                               | 28  





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Central Minera Form 20F December 2008







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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)

|                                           |        |        |        |        |       
|------------------------------------------ | ------ | ------ | ------ | ------ | ------
|                                           | 2008   | 2007   | 2006   | 2005   | 2004  
|Statements of Loss Data:                   |        |        |        |        |       
|Revenues                                   | $      | 0      | $      | 0      | $     
|Net loss - Canadian GAAP                   | (170)  | (146)  | (121)  | (142)  | (137) 
|Net income (loss) - US GAAP                | (170)  | (146)  | (121)  | (142)  | (137) 
|Net loss per share - Canadian GAAP         | (0.01) | (0.01) | (0.01) | (0.01) | (0.01)
|Net income (loss) per share - US GAAP      | (0.01) | (0.01) | (0.01) | (0.01) | (0.01)
|Weighted average Common shares outstanding | 32,158 | 30,825 | 29,635 | 27,969 | 25,490
|Statements of Cash Flows Data:             |        |        |        |        |       
|Cash provided by (used in):                |        |        |        |        |       
|Operating activities-                      | (67)   | (52)   | (118)  | (130)  | (125) 
|Financing activities-                      | 68     | 28     | 114    | -      | 221   
|Investing activities -                     | -      | -      | -      | -      | -     
|Balance Sheet Data (end of period)         |        |        |        |        |       
|Total Assets                               | 12     | 11     | 37     | 67     | 176   
|Net Assets                                 | (251)  | (141)  | 5      | 12     | 154   
|Capital Stock  Canadian GAAP              | 42,233 | 42,173 | 42,173 | 42,060 | 42,060
|-  US GAAP                                 | 42,246 | 42,186 | 42,186 | 42,072 | 42,072
|Long Term Obligations                      |        |        |        | -      | -     





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Central Minera Form 20F December 2008







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





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Central Minera Form 20F December 2008







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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 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.

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 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.



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Central Minera Form 20F December 2008







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·

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 Limitedwhich 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.



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Central Minera Form 20F December 2008







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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 93038, Caulfeild Village R.P.O., West Vancouver, British Columbia, Canada, V7W 3G4and 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.





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Central Minera Form 20F December 2008







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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 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.





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Central Minera Form 20F December 2008







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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, 2008 compared to the year ended June 30, 2007



During the year ended June 30, 2008 (Fiscal 2008), the Company incurred a loss of $170,093 compared with a loss of $146,030 for the year ended June 30, 2007 (Fiscal 2007).  The Company incurred administrative expenses of $162,714 in Fiscal 2008 as compared to $136,535 in Fiscal 2007.  Significant variances are accountable to an increase in consulting fees of $10,997 (due to foreign exchange adjustments), interest to a related party for loan of $4,922 and an increase in accounting and audit fees of $10,280.





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.  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 2008







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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.





B.  Liquidity and Capital Resources



Working Capital



On June 30, 2008 the Company had a working capital deficit of $251,138 as compared to a working capital deficit of $141,241 on June 30, 2007.  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 1984, it has raised $26,108,338 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 is currently reviewing its holdings in Cactus Gold Corp. to determine value of its investment in the Cactus.  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 $150,000 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.



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.

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Central Minera Form 20F December 2008







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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.



F.

Tabular Disclosure of Contractual Obligations



Not applicable.



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Central Minera Form 20F December 2008







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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 since 
|Michael Cytrynbaum
Vancouver, British Columbia, 
  Canada | 67  | July 18, 2002  
|Joan Jamieson
Vancouver, British Columbia,
Canada         | 64  | August 25, 2006
|Barbara West
West Vancouver, British Columbia,
Canada     | 52  | August 25, 2006



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)andIgnition 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).   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.



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, 2008, June 30, 2007 and June 30, 2006:

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Central Minera Form 20F December 2008







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Summary Compensation Table

|                            |                     |                        |       |                           |                                    
|--------------------------- | ------------------- | ---------------------- | ----- | ------------------------- | -----------------------------------
|                            | Annual Compensation | Long-Term Compensation
|Name and
Principal Position | Year                | Salary                 | Bonus | Other Annual Compensation | Securities Under Options Granted(#)
|Michael Cytrynbaum (1)      | 2008                | Nil                    | Nil   | $89,000 (2)               |                                    
|President                   | 2007                | Nil                    | Nil   | $80,000 (2)               |                                    
|                            | 2006                | Nil                    | Nil   | $77,000 (2)               |                                    

(1)

Michael Cytrynbaum was appointed President of the Company on July 18, 2002.

(2)

The amount shown was charged by  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, 2008 and 2007.

No new options were granted during the current fiscal year.   There were no outstanding options at June 30, 2008.



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



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.



-14-

Central Minera Form 20F December 2008







---



D.  Employees



At the end of the year ended June 30, 2008, the Company had no employees.



ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



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 October 31, 2008, 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 Class
|Carlo 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 $0.03 per Share Purchase Warrant.  These Share Purchase Warrants are exercisable for a period of five years expiring on October 18, 2012.





-15-

Central Minera Form 20F December 2008







Shares held in the United States



The following table indicates the approximate number of record holders of shares as at October 31, 2008, 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, 2008, 2007, and 2006 the Company was charged and/or paid consulting or administration fees to the following Directors or Officers:



|                                 |         |         |        
|-------------------------------- | ------- | ------- | -------
|Name                             | 2008    | 2007    | 2006   
|First Fiscal Management Ltd. (1) | $89,000 | $80,000 | $77,000
|Barbara West                     | $18,000 | 16,000  | 0      

|1. A company controlled by Michael Cytrynbaum.
|----------------------------------------------





During the period from July 1, 2008 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.



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.





-16-

Central Minera Form 20F December 2008







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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    | Volume
|First Quarter ended September 30, 2008 | $0.011 | $0.007 | 0     
|Fiscal Year ended June 30, 2007        | $0.02  | $0.015 | 0     
|Third Quarter ended March 31, 2008     | $0.025 | $0.025 | 0     
|Second Quarter ended December 31, 2007 | $0.04  | $0.017 | 1     
|First Quarter ended September 30, 2007 | $0.05  | $0.02  | 0     
|Fiscal year ended June 30, 2007        | $0.05  | $0.05  | 0     
|Third Quarter ended March 31, 2007     | $0.15  | $0.03  | 0     
|Second Quarter ended December 31, 2006 | $0.10  | $0.04  | 0     
|First Quarter ended September 30, 2006 | $0.10  | $0.04  | 0     
|Fiscal year ended June 30, 2006        | $0.07  | $0.025 | 0     
|Third Quarter                          | $0.04  | $0.025 | 0     
|Second Quarter                         | $0.04  | $0.03  | 0     
|First Quarter                          | $0.04  | $0.03  | 0     
|Fiscal year ended June 30, 2005        | $0.04  | $0.03  | 0     
|Fourth Quarter                         | $0.04  | $0.03  | 0     
|Third Quarter                          | $0.04  | $0.03  | 0     
|Second Quarter                         | $0.04  | $0.03  | 0     
|First Quarter                          | $0.07  | $0.05  | 0     
|Fiscal year ended June 30, 2004        | $0.25  | $0.02  | 0     







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



-17-

Central Minera Form 20F December 2008







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|               |        |       
|-------------- | ------ | ------
|               | High   | Low   
|October 2008   | $0.011 | $0.007
|September 2008 | $0.011 | $0.011
|August 2008    | $0.011 | $0.011
|July 2008      | $0.011 | $0.011
|June 2008      | $0.015 | $0.015
|May 2008       | $0.02  | $0.02 







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 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.



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Central Minera Form 20F December 2008







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2.

With respect to Directors:

a.

A Directors power to vote on a proposal, arrangement or contract in which the Director is materially interested is limited by Part 15. Under this Part, a Companys Director cannot vote in respect of any contract or transaction with the Company in which he is interested.

b.

Under Part 15, a quorum of Directors must be in place to vote compensation to themselves or any member of their body.

c.

Under Part 8, the Directors may from time to time on behalf of the Company borrow money in such a manner and amount, on such security, form such sources and upon such terms and conditions as they think fit.

d.

Under Part 13, at each annual shareholders meeting, the Directors shall retire, and  a new Board of Directors voted in by the members. The number of annual terms, the age of the Director are both unrestricted.

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.

General.Except as otherwise expressly provided herein, each Variable Multiple Voting Share and each Subordinate Voting Share shall have the same rights with respect to dividends, return of capital or other distribution of the assets of the Corporation upon a liquidation or dissolution or other distribution of assets among its shareholders for the purpose of winding up its affairs, whether voluntary or involuntary and with respect to attendance at meetings of shareholders, as if such shares constituted a single class.

ii.

Meetings and Voting.

(a)

The holders of the Variable Multiple Voting Shares and the holders of the Subordinate Voting Shares shall be entitled to receive notice of any meeting of shareholders of the Corporation and to attend and vote thereat as a single class on all matters to be voted on by the shareholders of the Corporation.  At any such meeting:

(i)

the number of votes attached to each Variable Multiple Voting Share will be determined by the formula:

B  ́ 0.55

A  ́ 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.

(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 Subordinate Voting Shares issuable upon conversion.  If less than all of the sharesrepresented by a certificate in respect of 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.



-19-

Central Minera Form 20F December 2008







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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.

Part 20 gives the Directors the right to declare dividends. Under Part 23, the Directors fix in advance a date restricted by the Company Act, which is deemed to be the Record Date. All holders of shares on that date, are entitled to receive the Dividend.

b.

The Articles do not allow for Directors to stand for re-election at staggered intervals.

c.

The Articles are silent with respect to how dividends are determined by the Directors. As indicated in Part 20, Directors may take into consideration the amount of profits realized in determining dividend size.

d.

Part 20 gives the Directors the right to distribution of surplus in regards to liquidation of corporate assets.

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.



-20-

Central Minera Form 20F December 2008







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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 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.



-21-

Central Minera Form 20F December 2008







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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 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.



-22-

Central Minera Form 20F December 2008







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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 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 ABOUT MARKET RISK



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



-23-

Central Minera Form 20F December 2008







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ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



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.



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.





-24-

Central Minera Form 20F December 2008







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ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES



Smythe Ratcliffe LLP. (formerly Pannell Kerr Forster) served as our auditors for the year ended June 30, 2008.   The following tables set forth the aggregate fees for professional services rendered to us in 2008 and 2007.





|                                                      |            |                    |          |                |      |      |      |     
|----------------------------------------------------- | ---------- | ------------------ | -------- | -------------- | ---- | ---- | ---- | ----
|                                                      | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees
|                                                      | 2008       | 2007               | 2008     | 2007           | 2008 | 2007 | 2008 | 2007
|Smythe Ratcliffe LLP. (formerly Pannell Kerr Forster) | 11,000     | 10,000             | 0        | 0              | 0    | 0    | 0    | 0   





We have introduced procedures for the review and pre-approval of any services performed by Smythe Ratcliffe LLP. (formerly Pannell Kerr Forster).  The procedures require that all proposed engagements of Smythe Ratcliffe LLP. (formerly 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 2008, 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 Smythe Ratcliffe (formerly Pannel Kerr Forster), Chartered Accountants is included herein immediately preceding the respective financial statements, notes, schedules, etc.



|                              |                                                                       |                              |   
|----------------------------- | --------------------------------------------------------------------- | ---------------------------- | --
|Index to Financial Statements | Page                                                                 
|                              | Auditors' Report dated October 17, 2008                               | 33                          
|                              | Comments by Auditors for U.S. Readers on Canada-US Reporting Conflict | 33                          
|                              | Balance Sheets dated June 30, 2008 and 2007                           | 34                          
|                              | Statement of Operations and Deficit for the years ended               |                             
|                              |                                                                       | June 30, 2008, 2007 and 2006 | 35
|                              | Statements of Cash Flows for the years ended                          |                             
|                              |                                                                       | June 30, 2008, 2007 and 2006 | 36
|                              | Notes to the Financial Statements for the years ended                 |                             
|                              |                                                                       | June 30, 2008                | 37



-25-

Central Minera Form 20F December 2008







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ITEM 18.

FINANCIAL STATEMENTS



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



-26-

Central Minera Form 20F December 2008







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ITEM 19.

EXHIBITS



The following exhibits are filed with this report:

|               |                                                                                                         
|-------------- | --------------------------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                                             
|1.1*           | Certificate of Incorporation                                                                            
|1.2*           | Company Act Memorandum                                                                                  
|1.3*           | Articles                                                                                                
|1.4**          | Certificate of Continuance of Central Minera Corp. to the Yukon Territories with By-laws of the Company.
|1.5****        | Amendment to Articles                                                                                   
|4.1***         | Management Services Agreement dated July 18, 2002                                                       
|4.2***         | Consulting Services Agreement dated October 1, 1999                                                     
|4.3***         | Amendment to the Option Agreement                                                                       
|4.4****        | Agreement and Mutual Release dated December 8, 2002                                                     
|12.1           | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      
|12.2           | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      
|13.1           | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      
|13.2           | 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.



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Central Minera Form 20F December 2008







---

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 29, 2008.

Michael Cytrynbaum

Michael Cytrynbaum, President and Director



-28-

Central Minera Form 20F December 2008







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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 29, 2008.

Barbara West

Barbara West, Director



-29-

Central Minera Form 20F December 2008







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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, 2008 (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: Michael Cytrynbaum

December 29, 2008

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 2008







---

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, 2008 (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: Barbara West

December 29, 2008

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 2008





---



CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

FINANCIAL STATEMENTS

JUNE 30, 2008

(EXPRESSED IN US DOLLARS)



-32-

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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, 2008 and 2007 and the statements of operations and deficit and cash flows for the years ended June 30, 2008, 2007 and 2006 and cumulative to June 30, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on ouraudits.

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, 2008 and 2007 and the results of its operations and its cash flows for the years ended June 30, 2008, 2007 and 2006 and cumulative to June 30, 2008 in accordance with Canadian generally accepted accounting principles.

Smythe Ratcliffe LLP(signed)

Chartered AccountantsVancouver, Canada October 17, 2008

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 October 17, 2008 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such uncertainties in the auditors' report when theuncertainties are adequately disclosed in the financial statements.

Smythe Ratcliffe LLP(signed)

Chartered AccountantsVancouver, Canada October 17, 2008

|                                  |            |                     | 
|--------------------------------- | ---------- | ------------------- | 
|7thFloor, Marine Building         | Fax:       | 604.688.4675        | 
|355 Burrard Street, Vancouver, BC | Telephone: | 604.687.1231       
|Canada V6C 2G8                    | Web:       | SmytheRatcliffe.com

-33-

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CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

BALANCE SHEETS 
(EXPRESSED IN US DOLLARS)

JUNE 30,

|                                                                   |   | 2008        |   |  |   | 2007        |  
|------------------------------------------------------------------ | - | ----------- | - |  | - | ----------- | -
|ASSETS                                                             |   |             |   |  |   |             |  
|                                                                  
|CURRENT                                                            |   |             |   |  |   |             |  
|CASH (NOTE 6)                                                      | $ | 5,516       |   |  | $ | 4,024       |  
|ACCOUNTS RECEIVABLE                                                |   | 6,954       |   |  |   | 7,145       |  
|                                                                   |   | 12,470      |   |  |   | 11,169      |  
|EQUIPMENT (NOTE 7)                                                 |   | -           |   |  |   | 196         |  
|                                                                   | $ | 12,470      |   |  | $ | 11,365      |  
|LIABILITIES                                                        |   |             |   |  |   |             |  
|                                                                  
|CURRENT                                                            |   |             |   |  |   |             |  
|ACCOUNTS PAYABLE AND ACCRUED LIABILITIES                           | $ | 14,307      |   |  | $ | 15,146      |  
|ACCOUNTS PAYABLE - RELATED PARTY (NOTE 9)                          |   | 206,607     |   |  |   | 108,962     |  
|LOANS PAYABLE - RELATED PARTY (NOTE 9)                             |   | 42,694      |   |  |   | 28,302      |  
|                                                                   |   | 263,608     |   |  |   | 152,410     |  
|SHARE CAPITAL AND DEFICIT                                          |   |             |   |  |   |             |  
|                                                                  
|SHARE CAPITAL (NOTE 8)                                             |   |             |   |  |   |             |  
|VARIABLE MULTIPLE VOTING SHARES                                    |   | 300,000     |   |  |   | 300,000     |  
|SUBORDINATE VOTING SHARES                                          |   | 41,933,339  |   |  |   | 41,873,339  |  
|                                                                   |   |             |   |  |   |             |  
|CONTRIBUTED SURPLUS ARISING FROM STOCK BASED COMPENSATION (NOTE 8) |   | 9,073       |   |  |   | 9,073       |  
|                                                                  
|DEFICIT                                                            |   | (42,493,550 | ) |  |   | (42,323,457 | )
|                                                                   |   | (251,138    | ) |  |   | (141,045    | )
|                                                                   | $ | 12,470      |   |  | $ | 11,365      |  
|                                                                  
|GOING CONCERN CONSIDERATIONS (NOTE 1)                              |   |             |   |  |   |             |  
|COMMITMENT (NOTE 10)                                               |   |             |   |  |   |             |  

APPROVED BY THE DIRECTORS

"Michael Cytrynbaum"

"Barbara West"

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

-34-

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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, |   |  |   |            |   |  |   |            |   |  |   |            |  
|                                                       |   | 2008        |   |  |   | 2008       |   |  |   | 2007       |   |  |   | 2006       |  
|                                                      
|ADMINISTRATION EXPENSES                                |   |             |   |  |   |            |   |  |   |            |   |  |   |            |  
|ACCOUNTING AND AUDIT                                   | $ | 778,236     |   |  | $ | 28,172     |   |  | $ | 17,892     |   |  | $ | 12,606     |  
|AMORTIZATION                                           |   | 284,420     |   |  |   | 196        |   |  |   | 302        |   |  |   | 420        |  
|CONSULTING FEES                                        |   | 2,266,982   |   |  |   | 106,572    |   |  |   | 95,575     |   |  |   | 92,871     |  
|INTEREST - RELATED PARTY                               |   | 4,922       |   |  |   | 4,922      |   |  |   | -          |   |  |   | -          |  
|LEGAL                                                  |   | 1,888,991   |   |  |   | 4,229      |   |  |   | 6,698      |   |  |   | 6,319      |  
|OFFICE                                                 |   | 951,955     |   |  |   | 5,491      |   |  |   | 5,219      |   |  |   | 2,892      |  
|RENT                                                   |   | 726,425     |   |  |   | -          |   |  |   | -          |   |  |   | -          |  
|SALARIES AND BENEFITS                                  |   | 292,748     |   |  |   | -          |   |  |   | -          |   |  |   | -          |  
|TRANSFER AGENT AND FILING FEES                         |   | 219,677     |   |  |   | 13,132     |   |  |   | 10,849     |   |  |   | 9,509      |  
|TRAVEL AND PROMOTION                                   |   | 1,222,278   |   |  |   | -          |   |  |   | -          |   |  |   | -          |  
|                                                       |   | 8,636,634   |   |  |   | 162,714    |   |  |   | 136,535    |   |  |   | 124,617    |  
|INTEREST AND OTHER INCOME                              |   | (1,519,231  | ) |  |   | (11        | ) |  |   | (8         | ) |  |   | (828       | )
|LOSS ON FOREIGN EXCHANGE                               |   | 66,839      |   |  |   | 7,390      |   |  |   | 9,501      |   |  |   | 3,280      |  
|WRITE-DOWN OF INVESTMENT IN PRIVATE COMPANY            |   | 1,000,799   |   |  |   | -          |   |  |   | -          |   |  |   | -          |  
|(GAIN) ON SALE AND WRITE-DOWN OF MARKETABLE SECURITIES |   | (6,310      | ) |  |   | -          |   |  |   | -          |   |  |   | -          |  
|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   |   |  |   | -          |   |  |   | -          |   |  |   | -          |  
|                                                      
|                                                       |   | 33,856,916  |   |  |   | 7,379      |   |  |   | 9,495      |   |  |   | (2,966     | )
|                                                      
|NET LOSS                                               |   | 42,493,550  |   |  |   | 170,093    |   |  |   | 146,030    |   |  |   | 121,651    |  
|                                                      
|DEFICIT BEGINNING OF THE PERIOD                        |   | -           |   |  |   | 42,323,457 |   |  |   | 42,177,427 |   |  |   | 42,055,776 |  
|                                                      
|DEFICIT END OF THE PERIOD                              | $ | 42,493,550  |   |  | $ | 42,493,550 |   |  | $ | 42,323,457 |   |  | $ | 42,177,427 |  
|                                                      
|BASIC AND DILUTED NET LOSS PER COMMON SHARE            |   |             |   |  | $ | .01        |   |  | $ | .01        |   |  | $ | .01        |  
|                                                      
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING          |   |             |   |  |   | 32,158,305 |   |  |   | 30,824,972 |   |  |   | 29,635,199 |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

-35-

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CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

STATEMENTS OF CASH FLOWS 
(EXPRESSED IN US DOLLARS)

YEARS ENDED JUNE 30,

|                                                              |   | CUMULATIVE  |   |  |   |          |   |  |   |          |   |  |   |          |  
|------------------------------------------------------------- | - | ----------- | - |  | - | -------- | - |  | - | -------- | - |  | - | -------- | -
|                                                              |   | TO JUNE 30, |   |  |   |          |   |  |   |          |   |  |   |          |  
|                                                              |   | 2008        |   |  |   | 2008     |   |  |   | 2007     |   |  |   | 2006     |  
|CASH PROVIDED (USED) BY                                       |   |             |   |  |   |          |   |  |   |          |   |  |   |          |  
|                                                              |   |             |   |  |   |          |   |  |   |          |   |  |   |          |  
|OPERATING ACTIVITIES                                          |   |             |   |  |   |          |   |  |   |          |   |  |   |          |  
|NET LOSS                                                      | $ | (42,493,550 | ) |  | $ | (170,093 | ) |  | $ | (146,030 | ) |  | $ | (121,651 | )
|ITEMS NOT INVOLVING CASH                                      |   |             |   |  |   |          |   |  |   |          |   |  |   |          |  
|AMORTIZATION                                                  |   | 284,420     |   |  |   | 196      |   |  |   | 302      |   |  |   | 420      |  
|LOSS ON SALE OF SUBSIDIARY                                    |   | 8,855,112   |   |  |   | -        |   |  |   | -        |   |  |   | -        |  
|LOSS ON SALE OF PROPERTYAND EQUIPMENT                         |   | 11,307      |   |  |   | -        |   |  |   | -        |   |  |   | -        |  
|WRITE-DOWN OF INVESTMENT INPRIVATE COMPANY                    |   | 1,000,799   |   |  |   | -        |   |  |   | -        |   |  |   | -        |  
|WRITE-DOWN OF MINERALPROPERTIES (RECOVERIES)                  |   | 24,719,362  |   |  |   | -        |   |  |   | 2        |   |  |   | (5,418   | )
|STOCK COMPENSATION EXPENSE                                    |   | 9,073       |   |  |   | -        |   |  |   | -        |   |  |   | -        |  
|SHARE CONSIDERATION PAYABLE INCLUDED IN SETTLEMENTOF LAWSUITS |   | 375,000     |   |  |   | -        |   |  |   | -        |   |  |   | -        |  
|ACCRUED INTEREST ANDEXCHANGE ON LOAN PAYABLE                  |   | 5,978       |   |  |   | 5,978    |   |  |   | -        |   |  |   | -        |  
|                                                              |   | (7,232,499  | ) |  |   | (163,919 | ) |  |   | (145,726 | ) |  |   | (126,649 | )
|NET CHANGE IN NON-CASH WORKING CAPITAL ITEMS                  |   |             |   |  |   |          |   |  |   |          |   |  |   |          |  
|ACCOUNTS RECEIVABLE                                           |   | (6,954      | ) |  |   | 191      |   |  |   | 695      |   |  |   | 329      |  
|PREPAID EXPENSES                                              |   | -           |   |  |   | -        |   |  |   | 1,345    |   |  |   | 25,485   |  
|ACCOUNTS PAYABLE AND                                          |   |             |   |  |   |          |   |  |   |          |   |  |   |          |  
|ACCRUED LIABILITIES                                           |   | 220,914     |   |  |   | 96,806   |   |  |   | 91,754   |   |  |   | (17,262  | )
|                                                              |   | (7,018,539  | ) |  |   | (66,922  | ) |  |   | (51,932  | ) |  |   | (118,097 | )
|FINANCING ACTIVITIES                                          |   |             |   |  |   |          |   |  |   |          |   |  |   |          |  
|LOAN PAYABLE TO A RELATED PARTY                               |   | 36,716      |   |  |   | 8,414    |   |  |   | 28,302   |   |  |   | -        |  
|SHARES ISSUED FOR CASH, LOANAND CONVERTIBLE DEBENTURES        |   | 26,108,338  |   |  |   | 60,000   |   |  |   | -        |   |  |   | 114,287  |  
|                                                              |   | 26,145,054  |   |  |   | 68,414   |   |  |   | 28,302   |   |  |   | 114,287  |  
|INVESTING ACTIVITIES                                          |   |             |   |  |   |          |   |  |   |          |   |  |   |          |  
|MINERAL PROPERTIES                                            |   | (17,305,960 | ) |  |   | -        |   |  |   | -        |   |  |   | -        |  
|INVESTMENT IN PRIVATE COMPANY                                 |   | (1,000,799  | ) |  |   | -        |   |  |   | -        |   |  |   | -        |  
|PURCHASE OF PROPERTYAND EQUIPMENT                             |   | (814,240    | ) |  |   | -        |   |  |   | -        |   |  |   | -        |  
|                                                              |   | (19,120,999 | ) |  |   | -        |   |  |   | -        |   |  |   | -        |  
|CHANGE IN CASH                                                |   | 5,516       |   |  |   | 1,492    |   |  |   | (23,630  | ) |  |   | (3,810   | )
|                                                             
|CASH BEGINNING OF THE PERIOD                                  |   | -           |   |  |   | 4,024    |   |  |   | 27,654   |   |  |   | 31,464   |  
|CASH END OF THE PERIOD                                        | $ | 5,516       |   |  | $ | 5,516    |   |  | $ | 4,024    |   |  | $ | 27,654   |  
|                                                             
|SUPPLEMENTAL INFORMATION                                      |   |             |   |  |   |          |   |  |   |          |   |  |   |          |  
|INTEREST PAID IN CASH DURINGTHE PERIOD                        | $ | -           |   |  | $ | -        |   |  | $ | -        |   |  | $ | -        |  
|INCOME TAXES PAID IN CASH DURINGTHE PERIOD                    | $ | -           |   |  | $ | -        |   |  | $ | -        |   |  | $ | -        |  

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

-36-

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CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS 
(EXPRESSED IN US DOLLARS)

YEARS ENDED JUNE 30, 2008 AND 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, 2008, 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, 2008, 2007 and 2006, the Company incurred operating losses of $170,093, $146,030, and $121,651, respectively, and had working capital deficit of $251,138 and $141,241 at June 30, 2008 and 2007, 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. | Mineral Properties and Interests
| | -- | --------------------------------

The Company accounts for its mineral properties whereby all direct costs relative to the acquisition are capitalized and all exploration and pre-exploratory expenditures are expensed until an economic feasibility study is completed. All pre-production revenue and option proceeds received are first credited against the costs of the related property, with any excess credited to earnings. Once commercial production has commenced, the net costs of the applicable property are charged to operations using the unit-of-production method based on reserves. On an ongoing basis, the Company evaluates each property based on results to date to determine the nature of exploration work that is warranted in the future. If there is little prospect of future work being carried out on a property, the costs related to that property are written down to the estimated amount recoverable. The amounts shown for mineral properties are not intended to reflect present or future values.

| | b. | Foreign Currency Translation
| | -- | ----------------------------

The Company's operations have been translated into US dollars using the temporal method. Under this method, monetary assets and liabilities have been translated at the period end exchange rates. Non-monetary assets and liabilities have been translated using historical rates of exchange. Revenues and expenses have been translated into US dollars at the average rate of exchange prevailing during the period, except for amortization, which is translated at exchange rates applicable to the related asset. Translation gains or losses are included in the determination of earnings (loss).

-37-

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CENTRAL MINERA CORP.

(A PRE-EXPLORATORY STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS 
(EXPRESSED IN US DOLLARS)

JUNE 30, 2008

|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|-- | ------------------------------------------------------

| | c. | Loss per Share
| | -- | --------------

Basic loss per share is computed using the weighted average number of common shares outstanding during the year. Diluted loss per share amounts are calculated giving effects to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares using the treasury stock method. The treasury stock method assumes that proceeds received from the exercise of stock options and warrants are used to repurchase common shares at the prevailing market rate. Diluted loss per share is the same as basic loss per share when the effects of various conversions and exercise of options and warrants would be anti-dilutive.

| | d. | Use of Estimates
| | -- | ----------------

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of impairment of assets and environmental issues, rates of amortization, accrued liabilities, assumptions used in stock-based compensation and the determination of the valuation allowance for future income tax assets. While management believes these estimates are reasonable, actual results could differ from those reported and would impact future results of operations and cash flows.

| | e. | Equipment
| | -- | ---------

Equipment is recorded at cost. The cost, less the salvage or residual value, is charged to income over the estimated useful life, using the declining balance method at the rate of 30% per annum.

| | f. | Stock-Based Compensation
| | -- | ------------------------

The Company accounts for stock-based compensation using a fair value based method with respect to all stock-based payments measured and recognized, to directors, employees and non-employees. For directors and employees, the fair value of the options is measured at the date of grant. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is completed or the date the performance commitment is reached or the date at which the equity instruments are granted if they are fully vested and non-forfeitable. The fair value of the options is accrued and charged either to operations or mineral properties, with the offset credit to contributed surplus. For directors and employees the options are recognized over the vesting period, and for non-employees the options are recognized over the related service period. If and when the stock options are ultimately exercised, the applicable amounts of contributed surplus are transferred to share capital.

-38-

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CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS 
(EXPRESSED IN US DOLLARS)

JUNE 30, 2008

|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|-- | ------------------------------------------------------

| | g. | Income Taxes
| | -- | ------------

The Company follows the asset and liability method of accounting for income taxes. Under this method of tax allocation, future income tax assets and liabilities are determined based on differences between the financial statement carrying values and their respective income tax basis (temporary differences) and on unclaimed losses carried forward. Future income tax assets and liabilities are measured using substantially enacted tax rates expected to be in effect when the temporary differences are likely to reverse or when losses are expected to be utilized. The effect on future income tax assets and liabilities of a change in tax rates is included in operations in the period in which the change is enacted or substantially assured. The amount of future income tax assets recognized is limited to the amount of the benefit that is more likely than not to be realized.

| | h. | Cumulative Figures
| | -- | ------------------

The cumulative amounts in the statements of operations and deficit and cash flow include the results of operations that were discontinued by the disposal or abandonment of subsidiary companies.

| | i. | New Accounting Policies
| | -- | -----------------------

From time to time, new accounting standards are pronounced by the Canadian Institute of Chartered Accountants. When released, these policies are reviewed by management to determine their impact on the Company's reported operating results and disclosures. Four new standards which became effective for the Company's 2008 fiscal year or tereafter are: Comprehensive Income; Financial InstrumentsPresentation and Disclosure; Financial Instruments Recognition and Measurements; and Capital Disclosures. These standards, as applicable, have been applied prospectively and their adoption has not had an impact nor is it anticipated to have an impact on the financial statements.

Under Section 3855, all financial instruments are classified into one of five categories: held-for-trading, held-to-maturity investments, loans and receivables, available-for-sale financial assets or other financial liabilities. All financial instruments are measured at fair value on initial recognition, except for certain related party transactions. Subsequently all financial instruments and derivatives are measured in the balance sheet at fair value except for loans and receivables, held-to-maturity investments and other financial liabilities which are measured at amortized cost. Subsequent measurement and changes in fair value will depend on their initial classification as follows: (1) held-for-trading financial assets are measured at fair value and changes in fair value are recognized in net income; (2) available-for-sale financial instruments are measured at fair value with changes in fair value recorded in other comprehensive income until the instrument is derecognized or impaired; and (3) all derivative instruments, including embedded derivatives, are recorded in the balance sheet at fair value unless they qualify for the normal sale normal purchase exemption and changes in their fair value are recorded in income unless cash flow hedge accounting is used, in which case changes in fair value are recorded in other comprehensive income.

As a result of the adoption of these new standards, the Company has classified its cash as held-for-trading. Receivables are classified as loans and receivables, accounts payable and accrued liabilities and amounts owing to related parties are classified as other financial liabilities, all of which are measured at amortized cost.

-39-

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CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS 
(EXPRESSED IN US DOLLARS)

JUNE 30, 2008

|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|-- | ------------------------------------------------------

| | i. | New Accounting Policies (Continued)
| | -- | -----------------------------------

Section 3855 also provides guidance on accounting for transaction costs incurred upon the issuance of debt instruments or modification of a financial liability. Transaction costs are now deducted from the financial liability and are amortized using the effective interest method over the expected life of the related liability.

All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other financial information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practicable the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.

Section 1530, "Comprehensive Income", establishes standards for presentation and disclosure of a statement of comprehensive income (loss). Comprehensive income (loss) is the overall change in the net assets of the Company for a period, other than changes attributable to transactions with shareholders. It is made up of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) consists of gains and losses affecting shareholders' equity that, under generally accepted accounting principles, are excluded from net income (loss).

The Company has no items of other comprehensive income (loss) in any period presented. Therefore, net loss as presented in the Company's statements of operations anddeficit equals comprehensive loss.

| | j. | Future Accounting Changes
| | -- | -------------------------

The following changes (iii) will apply for the Company to interim and annual financial statements, commencing July 1, 2008. The Company is in the process of assessing the impact of these changes on its consolidated financial statements.

| | (i) | Financial Instruments
| | --- | ---------------------

In February, 2007, the CICA issued two new standards, Section 3862, "Financial Instruments Disclosures", and Section 3863, "Financial Instruments Presentation". These sections will replace the existing Section 3861, "Financial Instruments Disclosure and Presentation". Section 3862 provides users with information to evaluate the significance of the financial instruments for the entity's financial position and performance, nature and extent of risks arising for financial instruments and how the entity manages those risks. Section 3863 deals with the classification of financial instruments, related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset.

-40-

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS 
(EXPRESSED IN US DOLLARS)

JUNE 30, 2008

|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|-- | ------------------------------------------------------

| | j. | Future Accounting Changes (Continued)
| | -- | -------------------------------------

| | (ii) | Going-concern
| | ---- | -------------

In June 2007, the CICA amended Handbook Section 1400, "General Standards of Financial Statement Presentation", which requires management to make an assessment of a company's ability to continue as a going-concern. When financial statements are not prepared on a going-concern basis, that fact shall be disclosed together with the basis on which the financial statements are prepared and the reason why the company is not considered a going-concern.

| | (iii) | International Financial Reporting Standards (IFRS)
| | ----- | --------------------------------------------------

In 2006, the Canadian Accounting Standards Board ("AcSB") published a new strategic plan that willsignificantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for publicly listed companies to use IFRS, replacing Canada's own GAAP. The date is for interim and annual financial statementsrelating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended June 30, 2011. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

|4. | FINANCIAL INSTRUMENTS
|-- | ---------------------

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities and loans payable 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.

-41-

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CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS 
(EXPRESSED IN US DOLLARS)

JUNE 30, 2008

|5. | MANAGEMENT OF CAPITAL
|-- | ---------------------

The Company manages its cash, common shares, stock options and share purchase warrants as capital. The Company's objectives when managing capital are to safeguard its ability tocontinue as a going concern, pursue the development of mineral resource interests and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash and cash equivalents.

In order to facilitate the management of its capital r\equirements, the Company prepares expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.

The Company does not expect its current capital resources will be sufficient to meet all of its future exploration plans and operating requirements and is dependant upon future equity or debt transactions to meet these obligations.

|6. | CASH
|-- | ----

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

| |                                   |   | 2008   |   |  |   | 2007  | 
| | --------------------------------- | - | ------ | - |  | - | ----- | 
| |                                   |  
| | Canadian dollars (US equivalents) | $ | (4,698 | ) |  | $ | 3,899 | 
| | US dollars                        |   | 10,214 |   |  |   | 125   | 
| |                                   | $ | 5,516  |   |  | $ | 4,024 | 

|7. | EQUIPMENT
|-- | ---------

| |                                |   | 2008   |   |  |   | 2007   |  
| | ------------------------------ | - | ------ | - |  | - | ------ | -
| |                               
| | Office furniture and equipment | $ | 2,481  |   |  | $ | 2,481  |  
| | Accumulated amortization       |   | (2,481 | ) |  |   | (2,285 | )
| |                                | $ | -      |   |  | $ | 196    |  

-42-

---

CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS 
(EXPRESSED IN US DOLLARS)

JUNE 30, 2008

|8. | SHARE CAPITAL
|-- | -------------

| | a. | Authorized
| | -- | ----------

3,000,000 variable multiple voting shares without par value

Unlimited number of subordinate voting shares without par value

The variable multiple voting shares are identical to the subordinate shares except they may only be transferred with the approval of the directors and entitle the holder to more than one vote, calculated on a predetermined ratio between the share classes. The variable multiple voting shares may be converted into subordinate shares at a ratio of 1:1 with a mandatory conversion if the then outstanding balance is less than 1,500,000 shares.

| | b. | Issued
| | -- | ------

| |                                    |   | Share |  |            |  |   |              
| | ---------------------------------- | - | ----- |  | ---------- |  | - | -------------
| |                                    |   | Price |  | Shares     |  |   | Consideration
| | Variable Multiple Voting Shares    |   |       |  |            |  |   |              
| | Issued for conversion of debenture |   |       |  |            |  |   |              
| | Balance June 30, 2008 and 2007     | $ | .10   |  | 3,000,000  |  | $ | 300,000      
| |                                   
| | Subordinate Voting Shares          |   |       |  |            |  |   |              
| | Balance June 30, 2007 and 2006     |   |       |  | 27,824,972 |  | $ | 41,873,339   
| | Shares issued                      |   |       |  |            |  |   |              
| | For cash - Private placement       | $ | .03   |  | 2,000,000  |  |   | 60,000       
| | Balance June 30, 2008              |   |       |  | 29,824,972 |  | $ | 41,933,339   

During the current year the Company completed a private placement of 2,000,000 units at $0.03 per unit 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 $0.03 per share exercisable to October 18, 2012.

| | c. | Incentive Stock OptionsSubordinate Voting Shares
| | -- | -------------------------------------------------

The Company has a stock option plan for which options granted under the plan generally have a maximum term of ten years. The exercise price of each option equals the market price of the Company'sshares on the date of the grant.

-43-

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CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS 
(EXPRESSED IN US DOLLARS)

JUNE 30, 2008

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

| | c. | Incentive Stock OptionsSubordinate Voting Shares (Continued)
| | -- | -------------------------------------------------------------

Details of director, employee and consultant share purchase options are as follows:

| |                             | June 30, 2008 |  | June 30, 2007
| | --------------------------- | ------------- |  | -------------
| |                             |               |  |              
| |                             |               |  |              
| |                             | Number of     |  |              
| |                             | Options       |  |              
| | Balance beginning of period | -             |  | $            
| | Expired during period       | -             |  | $            
| | Balance end of the period   | -             |  | $            

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

| |                             | June 30, 2008 |  | June 30, 2007
| | --------------------------- | ------------- |  | -------------
| |                             |               |  |              
| |                             |               |  |              
| |                             | Number of     |  |              
| |                             | Warrants      |  |              
| | Balance beginning of period | -             |  | $            
| | Granted                     | 2,000,000     |  | $            
| | Balance end of period       | 2,000,000     |  | $            

As at June 30, 2008, the weighted average remaining contractual life of the share purchase warrants is 52 months.

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

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

| |                                                               |   | 2008   |  |   | 2007   |  |   | 2006  
| | ------------------------------------------------------------- | - | ------ |  | - | ------ |  | - | ------
| | Consulting fees charged by a company controlled by a director | $ | 88,810 |  | $ | 79,646 |  | $ | 77,393
| |                                                              
| | Consulting fees charged by a director                         | $ | 17,762 |  | $ | 15,929 |  | $ | -     
| |                                                              
| | Interest charged on a related party loan                      | $ | 4,922  |  | $ | -      |  | $ | -     

-44-

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CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS 
(EXPRESSED IN US DOLLARS)

JUNE 30, 2008

|9. | RELATED PARTY TRANSACTIONS (CONTINUED)
|-- | --------------------------------------

Accounts payable of $206,607 (2007 - $108,962) is owing to a company controlled by a director. Loan payable of $42,694 (Cdn $43,488) is owing to a company controlled by a director, is unsecured, bears interest at 12% per annum and is repayable on demand.

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 $176,000 ($180,000 Cdn). The agreement contains a clause requiring a termination payment of approximately $88,000 ($90,000 Cdn). The corporate related party has voluntarily reduced the monthly fee to $7,300 (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:

| |                                                            |   | 2008    |   |  |   | 2007    |   |  |   | 2006    |  
| | ---------------------------------------------------------- | - | ------- | - |  | - | ------- | - |  | - | ------- | -
| |                                                           
| | Income tax recovery at statutory rates                     | $ | (54,430 | ) |  | $ | (49,650 | ) |  |   | (41,361 | )
| | Write-down on mineral properties                           |   | -       |   |  |   | -       |   |  |   | 1,842   |  
| | Amortization timing differences and other                  |   | 253     |   |  |   | (2,918  | ) |  |   | (3,177  | )
| | Benefit of income tax losses which has not been recognized |   | 54,177  |   |  |   | 52,568  |   |  |   | 42,696  |  
| |                                                            | $ | -       |   |  | $ | -       |   |  | $ | -       |  

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:

| |                                    |   | 2008       |   |  |   | 2007       |  
| | ---------------------------------- | - | ---------- | - |  | - | ---------- | -
| | Non-capital losses carried forward | $ | 376,922    |   |  | $ | 368,086    |  
| | Resource-related expenditures      |   | 128,358    |   |  |   | 141,813    |  
| | Investment losses                  |   | 4,260,053  |   |  |   | 4,706,600  |  
| |                                    |   | 4,765,333  |   |  |   | 5,216,499  |  
| | Less: Valuation allowance          |   | (4,765,333 | ) |  |   | (5,216,499 | )
| | Net future income tax assets       | $ | -          |   |  | $ | -          |  

-45-

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CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS 
(EXPRESSED IN US DOLLARS)

JUNE 30, 2008

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

As at June 30, 2008, the Company has operating losses of approximately $1,396,000, resource-related expenditures of approximately $475,400 and capital losses of approximately $15,778,000 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 | $ | 416,400  
|---- | - | ---------
|2010 |   | 161,300  
|2014 |   | 187,200  
|2015 |   | 195,400  
|2026 |   | 112,200  
|2027 |   | 161,400  
|2028 |   | 162,100  
|     | $ | 1,396,000

|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 United States generally accepted accounting principles follows:
|   
|    | a.                                                                                                                                                                                                                                                                                      
|   
|    |                                                                                                                                                                                                                                                                                         
|   
|    | b.                                                                                                                                                                                                                                                                                      
|   
|    |                                                                                                                                                                                                                                                                                         
|   
|    |                                                                                                                                                                                                                                                                                         
|   
|    |                                                                                                                                                                                                                                                                                         
|   

-46-

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CENTRAL MINERA CORP.(A PRE-EXPLORATORY STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS 
(EXPRESSED IN US DOLLARS)

JUNE 30, 2008

|12. | RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES ("US GAAP") (CONTINUED)
|--- | -------------------------------------------------------------------------------------------------------

| | b. | Other Accounting Standards (Continued)
| | -- | --------------------------------------

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,                                       |   | 2008        |   |  |   | 2007        |   |  |   | 2006        |  
| | ---------------------------------------------- | - | ----------- | - |  | - | ----------- | - |  | - | ----------- | -
| | Share capital under Canadian GAAP              | $ | 42,233,339  |   |  | $ | 42,173,339  |   |  | $ | 42,173,339  |  
| | Adjustment for APB No. 25                      |   | 12,490      |   |  |   | 12,490      |   |  |   | 12,490      |  
| | Share capital under US GAAP                    | $ | 42,245,829  |   |  | $ | 42,185,829  |   |  | $ | 42,185,829  |  
| | Deficit under Canadian GAAP                    | $ | (42,493,550 | ) |  | $ | (42,323,457 | ) |  | $ | (42,177,427 | )
| | Adjustment for APB No. 25                      |   | (12,490     | ) |  |   | (12,490     | ) |  |   | (12,490     | )
| | Deficit under US GAAP                          | $ | (42,506,040 | ) |  | $ | (42,335,947 | ) |  | $ | (42,189,917 | )
| | Loss for the period under Canadian GAAP        | $ | (170,093    | ) |  | $ | (146,030    | ) |  | $ | (121,651    | )
| | Adjustment for APB No. 25                      |   | -           |   |  |   | -           |   |  |   | -           |  
| | Comprehensive loss under US GAAP               | $ | (170,093    | ) |  | $ | (146,030    | ) |  | $ | (121,651    | )
| | Basic and diluted loss per share under US GAAP | $ | .01         |   |  | $ | .01         |   |  | $ | .01         |  

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

-47-

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