CENTENARY INTERNATIONAL CORP - FORM 10-Q

Attached files

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EX-32.2 - EXHIBIT 32.2 - CENTENARY INTERNATIONAL CORP	v361053_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - CENTENARY INTERNATIONAL CORP	v361053_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - CENTENARY INTERNATIONAL CORP	v361053_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - CENTENARY INTERNATIONAL CORP	v361053_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2013

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

Commission File Number 0-23851

Centenary International Corporation

(Exact name of registrant as specified in its charter)

NEVADA		90-0294913
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Av. Roque Saenz Pena 971– 8 Piso, (C1035AAE) Buenos Aires, Argentina

(Address of principal executive offices) (Zip Code)

(011-5411) 4328-3996

(Registrant’s telephone number)

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

Large accelerated filer ¨	Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class		Outstanding as of November 13, 2013
Common Stock, $0.001 par value		576,682

TABLE OF CONTENTS

Heading		Page

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Balance Sheets – September 30, 2013 (unaudited) and December 31, 2012	4

	Statements of Operations – three months and nine months ended September 30, 2013 and 2012 and the period from inception of the development stage on January 1, 2000 to September 30, 2013 (unaudited)	5

	Statements of Cash Flows – nine months ended September 30, 2013 and 2012 and the period from inception of the development stage on January 1, 2000 to September 30, 2013 (unaudited)	6

	Notes to Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15

Item 4.	Controls and Procedures	15

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 1A.	Risk Factors	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3.	Defaults Upon Senior Securities	16

Item 4.	Mine Safety Disclosures	16

Item 5.	Other Information	16

Item 6.	Exhibits	16

	Signatures	18

	2

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

The accompanying balance sheets of Centenary International Corporation at September 30, 2013 and December 31, 2012, and the related statements of operations for the three and nine months ended September 30, 2013 and 2012 and the period from inception of the development stage on January 1, 2000 through September 30, 2013, and the related statements of cash flows for the nine months ended September 30, 2013 and 2012 and from inception of the development stage on January 1, 2000 through September 30, 2013 have been prepared by management in conformity with United States generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the period ended September 30, 2013, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2013.

	3

Centenary International Corporation

(A Development Stage Company)

Balance Sheets

	September 30,		December 31,
	2013		2012
	(Unaudited)

ASSETS

CURRENT ASSETS

Cash	$	52,217	$	-
Prepaid expenses		414,011		-

Total Current Assets		466,228		-

TOTAL ASSETS	$	466,228	$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable	$	459,783	$	14,644
Accrued interest payable - related parties		44,693		35,220
Convertible notes payable - related parties, net		850,390		286,428

Total Current Liabilities		1,354,866		336,292

STOCKHOLDERS' DEFICIT

Common stock; 50,000,000 shares authorized, at $0.001 par value, 576,682 and 576,682 shares issued and outstanding, respectively		577		577
Additional paid-in capital		8,564,999		8,564,999
Deficit accumulated prior to the development stage		(6,319,106)		(6,319,106)
Deficit accumulated during the development stage		(3,135,108)		(2,582,762)

Total Stockholders' Deficit		(888,638)		(336,292)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	466,228	$	-

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

	4

Centenary International Corporation

(A Development Stage Company)

Statements of Operations

(Unaudited)

									From inception
									of the
									Development
									Stage on
									January 1,
	For the Three Months Ended				For the Nine Months Ended				2000 Through
	September 30,				September 30,				September 30,
	2013		2012		2013		2012		2013

REVENUES	$	-	$	-	$	-	$	-	$	-

OPERATING EXPENSES

General and administrative		483,911		11,154		542,657		44,256		1,227,228

Total Operating Expenses		483,911		11,154		542,657		44,256		1,227,228

OPERATING LOSS		(483,911)		(11,154)		(542,657)		(44,256)		(1,227,228)

OTHER INCOME (EXPENSE)

Other income		-		-		-		-		52,958
Interest expense		(3,829)		(2,899)		(9,689)		(8,277)		(254,270)

Total Other Income (Expense)		(3,829)		(2,899)		(9,689)		(8,277)		(201,312)

LOSS FROM CONTINUING OPERATIONS		(487,740)		(14,053)		(552,346)		(52,533)		(1,428,540)

LOSS FROM DISCONTINUED OPERATIONS		-		-		-		-		(1,706,568)

NET LOSS BEFORE INCOME TAXES		(487,740)		(14,053)		(552,346)		(52,533)		(3,135,108)

PROVISION FOR INCOME TAXES		-		-		-		-		-

NET LOSS	$	(487,740)	$	(14,053)	$	(552,346)	$	(52,533)	$	(3,135,108)

BASIC LOSS PER COMMON SHARE	$	(0.85)	$	(0.02)	$	(0.96)	$	(0.09)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		576,682		576,682		576,682		576,682

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

	5

Centenary International Corporation

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

					From Inception
					of the
					Development
					Stage on
					January 1,
	For the Nine Months Ended				2000 Through
	September 30,				September 30,
	2013		2012		2013
OPERATING ACTIVITIES

Net loss	$	(552,346)	$	(52,533)	$	(3,135,108)
Adjustments to reconcile net loss to
net cash used by operating activities:
Discontinued operations		-		-		2,677,112
Gain on expiration of debt		-		-		(1,015,382)
Amortization of loan discount		216		694		1,373
Changes in operating assets and liabilities
Prepaid expenses		(414,011)		(2,750)		(414,011)
Accrued interest payable		9,473		7,583		262,460
Accounts payable		445,139		(464)		688,067

Net Cash Used in Operating Activities		(511,529)		(47,470)		(935,489)

INVESTING ACTIVITIES		-		-		-

FINANCING ACTIVITIES

Borrowings of convertible notes payable-related parties		563,746		47,470		987,706

Net Cash Provided by Financing Activities		563,746		47,470		987,706

NET INCREASE IN CASH		52,217		-		52,217

CASH AT BEGINNING OF PERIOD		-		-		-

CASH AT END OF PERIOD	$	52,217	$	-	$	52,217

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

CASH PAID FOR:

Interest	$	-	$	-	$	83
Income Taxes	$	-	$	-	$	-

NON CASH FINANCING ACTIVITIES:

Contributed capital	$	-	$	-	$	10,929
Common stock issued for debt	$	-	$	-	$	191,500
Related-party debt forgiveness	$	-	$	-	$	2,918
Discount on convertible notes	$	-	$	1,373	$	1,373

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

	6

CENTENARY INTERNATIONAL CORPORATION

(A Development Stage Company)

Notes to Financial Statements

September 30, 2013 and December 31, 2012

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2013 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2012 audited financial statements. The results of operations for the periods ended September 30, 2013 and 2012 are not necessarily indicative of the operating results for the full years.

NOTE 2 – GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company is seeking to merge with or acquire an existing operating company.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its merger and/or acquisition strategy, and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.

NOTE 4 – RELATED PARTY TRANSACTIONS

The Company owes convertible notes payable to shareholders of $850,390 and $286,428 plus accrued interest of $44,693 and $35,220 as of September 30, 2013 and December 31, 2012, respectively. The convertible notes payable accrue interest at the 360-day LIBOR plus 2% per annum (calculated on the date of issuance), and are due one year from the date of issuance. On December 20, 2009, each of the outstanding notes was extended for a period of one year, under the original terms. As of December 31, 2010, 2011 and 2012 each of these notes was extended through December 31 of the following year, under the original terms. Should the Company default on the notes, they are subject to a penalty such that they would accrue interest at 150% of the original rate, commencing on the due date. During the nine months ended September 30, 2013, the Company borrowed $563,746 pursuant to the terms above. During the nine months ended September 30, 2013 a total of $216 of the debt was amortized to interest expense, leaving an unamortized discount of $-0- at September 30, 2013.

	7

CENTENARY INTERNATIONAL CORPORATION

(A Development Stage Company)

Notes to Financial Statements

September 30, 2013 and December 31, 2012

NOTE 5 – COMMITMENTS AND CONTINGENCIES

Memorandum of Understanding

On September 22, 2009, the Company executed a non-binding Memorandum of Understanding (the “MOU”) with Clear S.R.L. of Comodoro Rivadavia, Argentina (“Clear SRL”), Oil m&s S.A. (“Oil m&s”) and Petrolera Cerro Negro S.A. (“PCN”) pursuant to which the Company shall acquire from Clear SRL ninety-nine and 96/100 percent (99.96%) of the issued and outstanding shares of PCN which shall become a majority-owned subsidiary of the Company. PCN owns an Oil & Gas Area Concession of “Cerro Negro,” Chubut Province, Argentina. In payment for the PCN shares, the Company will issue to Clear SRL a total of 2,129,870 new shares of the Company’s common stock. In addition, Oil m&s agreed to loan to PCN sufficient funds to comply with a Development Program which provides for the drilling of eleven wells in the concession over a specified period of time. The loan to PCN will provide that Oil m&s may, at its option, elect to convert the balance of the loan to 2,129,870 shares of the Company’s common stock following completion of the eleven new wells.

The Company’s acquisition of PCN will be a related-party transaction since Clear SRL is owned thirty percent (30%) by each of the two sons (sixty percent total) of Mr. Cristobal Manual Lopez. The Company is owned forty-eight and 37/100 percent (48.37%) directly by Mr. Lopez and forty and 40/100 percent (40.40%) by Oil m&s. Mr. Lopez directly owns eight tenths of one percent (0.8%) of Oil m&s and serves as its President and director. Mr. Carlos Fabian DeSousa, the President and sole director of the Company, directly owns six tenths of one percent (0.6%) of Oil m&s and serves as its Vice President and director. In addition, through one or more other companies, Mr. Lopez and Mr. De Sousa collectively have indirect ownership of a majority of stock in Oil m&s.

The acquisition is subject to the signing of a definitive acquisition agreement by the parties. Closing of the acquisition of PCN is also subject to a number of conditions and legal regulations, including obtaining certain governmental approvals in Argentina. The Company is in the process of forming a wholly-owned subsidiary corporation in Argentina that will likely be used to facilitate the proposed acquisition.

Because of delays associated with the acquisition of PCN and Centenary’s worsening financial condition, the parties may rescind the MOU.

Lease Agreement

In September, 2013 the Company entered into a lease agreement for approximately 4,000 square feet of office space located at 540 Madison Avenue, New York, New York 10022. The lease has a term of ten years. Pursuant to the lease agreement, the annual fixed rent for each year during the first five years of the lease is $412,000, with monthly payments of $34,333 being due on the first of each month. The annual fixed rent then increases to $452,000 for each of the remaining years of the lease. The Company has a one time option to terminate the lease early at the end of the seventh year. During the nine months ended September 30, 2013 the Company paid $446,333 in prepaid expenses that is being amortized over the term of the lease. As of September 30, 2013 the Company amortized $34,333 to rent expense leaving a balance of $412,000 as prepaid expense. Payment of the lease has been guaranteed by Oil Combustibles S.A., a company affiliated with our CEO and our largest shareholder.

New Chief Financial Officer

The director of the Company elected Matias Bullrich as the Company’s new chief financial officer, chief accounting officer and Treasurer effective May 1, 2013. Under the terms of the Agreement, Mr. Bullrich is to be paid $83,000 per month for his services.

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no items to disclose.

	8

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q. The Company’s fiscal year end is December 31.

Centenary International Corporation, a Nevada corporation (the "Company" or “Centenary”), was incorporated on June 10, 1997. From its inception through the 1999 fiscal year, the Company was considered an exporter of food stuffs and commodities from Argentina to the world. However, the Company abandoned this line of business in 1999, before any revenues were earned. The Company re-entered the development stage on January 1, 2000, and has remained an inactive development stage company since that date. The Company’s ongoing business expenses are funded primarily through shareholder loans.

The Company’s current focus is to seek out and consummate a merger with, or an acquisition of, an existing operating entity. Management investigates possible merger candidates and acquisition opportunities from time to time. However, management can provide no assurance that we will have the ability to acquire or merge with an operating business, business opportunity or property that will be of material value to us.

It is anticipated that we will require only nominal capital to maintain our corporate viability until such time as we are able to consummate an acquisition or merger with an operating business. However, unless we are able to facilitate an acquisition of or merger with an operating business or are able to obtain significant outside financing, there is substantial doubt about our ability to continue as a going concern.

Except as disclosed in a Current Report on Form 8-K filed by Centenary on September 25, 2009, Centenary has not yet entered into any agreement, nor do we have any commitment or understanding to enter into or become engaged in any transaction, as of the date of this filing. As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants.

Until such time as we acquire another business or company, we do not intend to use any employees with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will likely be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months.

As disclosed in a Current Report on Form 8-K filed by Centenary on September 25, 2009, Centenary announced that on September 22, 2009, it executed a non-binding Memorandum of Understanding (the “MOU”) with Clear S.R.L. of Comodoro Rivadavia, Argentina (“Clear SRL”), Oil m&s S.A. (“Oil m&s”) and Petrolera Cerro Negro S.A. (“PCN”) pursuant to which Centenary shall acquire from Clear SRL ninety-nine and 96/100 percent (99.96%) of the issued and outstanding shares of PCN which shall become a majority-owned subsidiary of Centenary. PCN owns the Oil & Gas Area Concession of “Cerro Negro,” Chubut Province, Argentina, valued at approximately US$1,064,935. In payment for the PCN shares, Centenary will issue to Clear SRL a total of 2,129,870 new shares of Centenary common stock. In addition, Oil m&s will loan to PCN sufficient funds to comply with a Development Program which provides for the drilling of eleven wells in the concession over a specified period of time. The loan to PCN will provide that Oil m&s may, at its option, elect to convert the balance of the loan to 2,129,870 shares of Centenary common stock following completion of the eleven new wells.

The acquisition of PCN by Centenary will be a related party transaction since Clear SRL is owned thirty percent (30%) by each of the two sons (sixty percent total) of Mr. Cristobal Manual Lopez. Centenary is owned forty-eight and 37/100 percent (48.37%) directly by Mr. Lopez and forty and 40/100 percent (40.40%) by Oil m&s. Mr. Lopez directly owns eight tenths of one percent (0.8%) of Oil m&s and serves as its President and director. Mr. Carlos Fabian DeSousa, the President and sole director of Centenary, directly owns six tenths of one percent (0.6%) of Oil m&s and serves as its Vice President and director. In addition, through one or more other companies, Mr. Lopez and Mr. De Sousa collectively have indirect ownership of a majority of stock in Oil m&s.

	9

The Cerro Negro concession is a 186 km2 area in Chubut Province in the South of Argentina, with 33 out of 48 oil wells in production at present. Through September 30, 2013 it had an accumulated production of 2,373,868 barrels of oil equivalent (“boe”).

The concession finishes on 12/31/2025 and until this time the proved reserves of oil reach 3,512,750 boe and unproved reserves reach 2,409,945 boe.

Because of delays associated with the acquisition of CAN and Centenary’s worsening financial condition, the parties may rescind the MOU.

Lease Agreement

Agreement with Chief Financial Officer

Results of Operations

Three Months Ended September 30, 2013 and 2012

Revenues and Other Income

We had no revenues in either of the three month periods ended September 30, 2013 or 2012. We had no other income for either of the three month periods ended September 30, 2013 or 2012. If and when we are able to successfully complete the proposed acquisition of an oil and gas company in Argentina, we should begin to generate revenues.

Expenses

We had general and administrative expenses of $483,911 in the three month period ended September 30, 2013, an increase of $472,757 from the $11,154 of general and administrative expenses incurred in the three month period ended September 30, 2012. The increase in general and administrative expense is primarily attributable to the accrual of $415,000 in compensation to be paid to the Company’s new Chief Financial Officer, and $34,333 in amortized prepaid rent. The Company had no rent expense in the prior three month period ended September 30, 2012. We incurred interest expense of $3,829 in the three months ended September 30, 2013, an increase of $930 from the interest expense of $2,899 incurred in the three months ended September 30, 2012. The increase in interest expense in the later period is attributable to the fact that the balance of the convertible notes payable – related parties was higher in the later period. We expect that our general and administrative expenses will increase significantly if and when we complete the acquisition of an oil and gas company in Argentina.

	10

Net Losses

We had a net loss of $487,740, or ($0.85) per share, during the three month period ended September 30, 2013, compared to a net loss of $14,053, or ($0.02) per share, during the comparable period of 2012. The primary reason for the $473,687 increase in net loss was a substantial increase in general and administrative expenses incurred in the later period.

Nine Months Ended September 30, 2013 and 2012

Revenues and Other Income

We had no revenues in either of the nine month periods ended September 30, 2013 or 2012. We recorded no other income in the nine month periods ended September 30, 2013 or 2012. If and when we are able to successfully complete the proposed acquisition of an oil and gas company in Argentina, we should begin to generate revenues.

Expenses

We had general and administrative expenses of $542,657 in the nine month period ended September 30, 2013, an increase of $498,401 from the $44,256 of general and administrative expenses incurred in the nine month period ended September 30, 2012. The increase in general and administrative expenses is primarily attributable to the accrual of $415,000 in compensation to be paid to the Company’s new Chief Financial Officer, and $34,333 in amortized prepaid rent. The Company had no rent expense in the prior three month period ended September 30, 2012. We incurred interest expense of $9,689 in the nine months ended September 30, 2013, an increase of $1,412 from the interest expense of $8,277 incurred in the nine months ended September 30, 2012. The increase in interest expense is attributable to the fact that the balance of the convertible notes payable – related parties was larger in the later period. We expect that our general and administrative expenses will increase significantly if and when we complete the acquisition of an oil and gas company in Argentina.

Net Losses

We had a net loss of $552,346 or ($0.96) per share, during the nine month period ended September 30, 2013, compared to a net loss of $52,533, or $(0.09) per share, during the comparable period of 2012. The primary reason for the $449,813 increase in net loss was due primarily to an increase in general and administrative expenses in the later period.

Liquidity and Capital Resources – September 30, 2013

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and shareholders’ equity. As of September 30, 2013 the Company had $466,228 in total assets represented by $52,217 in cash and $414,011 in prepaid expenses. As of September 30, 2013 the Company had total liabilities of $1,354,866. The liabilities are all current liabilities and consist of convertible notes payable – related parties of $850,390, accounts payable of $459,783 and accrued interest payable – related parties of $44,693.

Net cash used in operating activities was $511,529 for the nine months ended September 30, 2013, which is equal to the $563,746 of financing cash flows from convertible notes borrowed less the increase in cash of $52,217. It largely reflects the $552,346 net loss incurred for the nine months ended September 30, 2013, less an increase in accounts payable of $445,139, an accrued interest payable of $9,473 and amortization of debt discount of $216, partially offset by a $414,011 increase in prepaid expenses.

	11

The Company’s current assets are not sufficient to conduct its plan of operation over the next twelve (12) months. The Company anticipates that it may also need to raise approximately $3,000,000 from equity or debt financing arrangements to meet the Company’s expenses in the next twelve (12) months. We have no current commitments or arrangements with respect to, or immediate sources of, funding. Further, no assurances can be given that funding, if needed, would be available or available to us on acceptable terms. Although, our principal shareholder or a company affiliated with him would be the most likely source of new funding in the form of loans or equity placements in the near future, no commitments have been made for future investment and the Company has no agreement formal or otherwise. The Company’s inability to obtain funding, if required, would have a material adverse affect on its plan of operation.

We expect to rely at least partially on our principal shareholder or a company with which he is affiliated to pay our expenses in the future, because we have no cash or sources of revenues, and anticipate having none until such time that we complete a merger with or acquisition of an existing operating company. There is no assurance that we will complete such a merger or acquisition or that our principal shareholder or his affiliated company will continue indefinitely to pay our expenses. As of September 30, 2013 we had $52,217 in cash and current liabilities totaled $1,354,866.

All of the Company’s liabilities are current liabilities due within the next year.

The Company has no current plans to make any changes in the number of employees unless the Company can successfully close the proposed acquisition of an oil and gas company in Argentina, in which case the Company would expect to increase the number of employees following the acquisition.

In the opinion of management, inflation has not and will not have a material effect on our operations until such time as we successfully complete an acquisition or merger. At that time, management will evaluate the possible effects of inflation on our business and operations.

Capital Expenditures

The Company expended no amounts on capital expenditures during the year ended December 31, 2012 or during the year ended December 31, 2011. The Company expended no amounts on capital expenditures during the nine months ended September 30, 2013, and the Company has no current plans for the purchase or sale of any plant or equipment in the current fiscal year.

Critical Accounting Policies

In the notes to the Company’s financial statements for the year ended December 31, 2012, included in the Company’s annual report filed on Form 10-K, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States of America.

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

	12

Going Concern

The Company believes there is substantial doubt as to the Company’s ability to continue as a going concern as a result of recurring losses, lack of revenue-generating activities and a deficit accumulated during the development stage in the amount of $3,135,108 as of September 30, 2013. The Company’s ability to continue as a going concern is subject to the ability of the Company to realize a profit from operations and/or obtain funding from outside sources. Since the Company has no revenue generating operations, our plan to address the Company’s ability to continue as a going concern over the next twelve months includes: (1) obtaining additional funding from the sale of our securities; and/or (2) obtaining loans from our principal shareholders and/or various financial institutions, where possible. Although we believe that we will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

Plan of Operation

The Company’s current focus is to seek out and consummate a merger with, or an acquisition of, an existing operating entity. We intend to actively seek out and investigate possible business opportunities for the purpose of possibly acquiring or merging with one or more business ventures. We do not intend to limit our search to any particular industry or type of business. From time to time we investigate possible merger candidates and acquisition opportunities. However, we can provide no assurance that we will have the ability to acquire or merge with an operating business, business opportunity, or property that will be of material value to us.

The acquisition is subject to the signing of a definitive acquisition agreement by the parties. Closing of the acquisition of PCN is also subject to a number of conditions and legal regulations, including obtaining certain governmental approvals in Argentina. An application was filed in Chubut Province, Argentina in March 2010 seeking government approval to allow Centenary to become a shareholder of an Argentine company. The application is in process.

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The concession finishes on December 31, 2025 and until this time the proved reserves of oil reach 3,512,750 boe and unproved reserves reach 2,409,945 boe.

Because of delays associated with the acquisition of PCN and Centenary’s worsening financial condition, the parties may rescind the MOU.

Because we lack significant funds, it may be necessary for our officers, directors or principal shareholders or their affiliates to either advance funds or to accrue expenses until such time as a successful business consolidation can be made. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. However, if we engage outside advisors or consultants in our search for business opportunities, our expenses will increase.

We believe the best method available to us to raise capital is the private sale of our securities. Because we are a development stage company, it is unlikely that we could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. We anticipate that our principal shareholder will continue to arrange for loans to be made to the Company in the near term to support our operations. However, he is not contractually obligated to provide additional funds to us. There can be no assurance that we will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on acceptable terms.

We do not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. Management further believes that we will not have to make any equipment purchases in the immediate future.

Net Operating Loss

We have accumulated approximately $3,971,343 of net operating loss carry forwards as of September 30, 2013. This loss carry forward may be offset against taxable income and income taxes in future years and expires in the year 2033. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carry forwards. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carry forwards which can be used. No tax benefit has been reported in the financial statements as of September 30, 2013 because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because we presently have no operations.

Forward-Looking and Cautionary Statements

This report contains certain forward-looking statements. These statements relate to future events or our future performance and involve known and unknown risks and uncertainties. Actual results may differ substantially from such forward-looking statements, including, but not limited to, the following:

	·	our ability to search for an appropriate business opportunity and to subsequently acquire or merge with such entity;
	·	to meet our cash and working capital needs;
	·	our ability to maintain our corporate existence as a viable entity; and
	·	other risks detailed in our periodic report filings with the SEC.

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In some cases, you can identify forward-looking statements by terminology such as “may,” “will” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology.

These statements are only predictions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

A “smaller reporting company” (as defined by Item 10 of Regulation S-K) is not required to provide the information required by this Item pursuant to Item 305(e) of Regulation S-K.

Item 4.

Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, our chief executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s applicable rules and forms, and that such information was accumulated and communicated to our chief executive officer and chief financial officer, in a manner that allowed for timely decisions regarding required disclosures. There have been no changes in our internal controls or in other factors which could significantly affect internal controls subsequent to the date we carried out our evaluation.

During the three months ended September 30, 2013, no changes occurred with respect to our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 1A.

Risk Factors

A “smaller reporting company” (as defined by Item 10 of Regulation S-K) is not required to provide the information specified by this Item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During the three month period ended September 30, 2013, the Company did not issue any shares of its unregistered common stock. For a description of any sales of shares of the Company’s unregistered stock made in the past three years, please refer to the Company’s Annual Reports on Form 10-KSB or Form 10-K, and the Company’s Quarterly Reports on Form 10-QSB or Form 10-Q filed since December 31, 2008.

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Item 3.

Defaults Upon Senior Securities

This Item is not applicable.

Item 4.

Mine Safety Disclosures

This Item is not applicable.

Item 5.

Other Information

Effective May 1, 2013, Mr. Matías Bullrich was elected as Chief Financial Officer, principal accounting officer and Treasurer of the Company, positions previously held by Mr. Carlos Fabián De Sousa. Mr. De Sousa continues to serve as Chief Executive Officer and President of the Company.

MATIAS BULLRICH, age 46, has served as the Chief Financial Officer, principal accounting officer and Treasurer of Centenary International Corporation since May 1, 2013. Mr. Bullrich has had extensive experience in finance. He managed a substantial portfolio of high yield and emerging market instruments for CR Intrinsic, an affiliate of Sac Capital, from May 2006 to approximately November 2007. From February 2008 to February 2009, Mr. Bullrich served as the Chief Investment Officer for the Cheyne Americas High Yield Fund at Cheyne Capital. From approximately March 2009 to the present, Mr. Bullrich has served as President of Mandrill Capital Management in New York which co-invests in a high yield and stock fund.

Under the terms of an agreement between the Company and Mr. Bullrich, Mr. Bullrich is to be paid $83,000 per month for his services as CFO.

Mr. Bullrich is not a director of any other companies that file periodic reports with the U.S. Securities and Exchange Commission.

Each officer shall hold office until the next annual meeting of the Board of Directors and until his successor is elected and qualifies.

There are no family relationships between Mr. Bullrich, Mr. De Sousa and the Company’s principal shareholders.

Item 6.

Exhibits

(a)

Exhibits:

	Exhibit 3.1*	Articles of Incorporation of the Company (incorporated by reference from the Form 10-SB filed with the Commission on February 27, 1998).

	Exhibit 3.2*	By-laws of the Company (incorporated by reference from the Form 10-SB filed with the Commission on February 27, 1998).

	Exhibit 3.3*	Certificate of Amendment to Articles of Incorporation dated effective March 30, 2007 (effecting a 1 share for 100 shares reverse stock split of outstanding common stock) (incorporated by reference from the Form 10-KSB for the year ended December 31, 2006 filed with the Commission on April 12, 2007).

	Exhibit 14.1*	Code of Ethics (incorporated by reference from the Form 10-K for the year ended December 31, 2008 filed with the Commission on April 1, 2009)

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	Exhibit 31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	Exhibit 31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	Exhibit 32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	Exhibit 32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	Exhibit 101.INS	XBRL Instance Document**

	Exhibit 101.PRE	XBRL Taxonomy Extension Presentation Linkbase**

	Exhibit 101.LAB	XBRL Taxonomy Extension Label Linkbase**

	Exhibit 101.DEF	XBRL Taxonomy Extension Definition Linkbase**

	Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase**

	Exhibit 101.SCH	XBRL Taxonomy Extension Schema **

*Previously filed

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 and 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CENTENARY INTERNATIONAL CORPORATION

Date: November 19, 2013	By:	/s/ Carlos Fabian De Sousa
	Carlos Fabian De Sousa
	President, Sole Director, and Chief Executive
	Officer

Date: November 19, 2013	By:	/s/ Matias Bullrich
		Matias Bullrich
		Chief Financial Officer and
		Principal Accounting Officer

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Attached files

CENTENARY INTERNATIONAL CORP Reports

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