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EX-31.2 - EXHIBIT 31.2 - CENTENARY INTERNATIONAL CORPv306590_ex31-2.htm
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

of 1934 For the Fiscal Year Ended December 31, 2011

 

Commission File Number: 0-23851

 

CENTENARY INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   90-0294913
(State or other jurisdiction of 
incorporation or organization)
 

(I.R.S. Employer

Identification No.)

 

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

(Address of principal executive offices)      (Zip code)

 

(011-5411) 4328-3996

(Registrant’s telephone number, including area code)

 

 

Securities registered under Section 12(b) of the Act:

 

None

(Title of each class)

N/A

(Name of Exchange on which registered)

 

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

 

Common Stock, $0.001 par value

 (Title of Class)

 

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

Yes £ No S

 

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

Yes £ No S

 

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

Yes S No £

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 S No £

 

 
 

 

 

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

 

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 S

 

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

Yes S No £

 

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

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The Registrant had 576,682 shares of common stock, $0.001 par value, outstanding as of March 15, 2012.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

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

 

 
 

 

TABLE OF CONTENTS

  

        Page No.
PART I    
         
Item 1.   Business      3
Item 1A.   Risk Factors       8
Item 1B.   Unresolved Staff Comments     10
Item 2.    Properties     10
Item 3.    Legal Proceedings     10
Item 4.    Mine Safety Disclosures     10
         
PART II    
         
Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities    11
Item 6.    Selected Financial Data     13
Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations     13
Item 7A.   Quantitative and Qualitative Disclosures about Market Risk     17
Item 8.    Financial Statements and Supplementary Data     17
Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     28
Item 9A.   Controls and Procedures   29
Item 9B.   Other Information   29
         
PART III    
         
Item 10.      Directors, Executive Officers and Corporate Governance     29
Item 11.   Executive Compensation     32
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     33
Item 13.   Certain Relationships and Related Transactions, and Director Independence     35
Item 14.   Principal Accounting Fees and Services     37
Item 15.   Exhibits, Financial Statement Schedules     39

 

2
 

  

PART I

 

Note Regarding Forward-Looking Statements

 

This Annual Report on Form 10-K includes statements that may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 26A of the Securities Act of 1933, as amended. The Company would like to caution readers regarding certain forward-looking statements in this document and in all of its communications to shareholders and others. Statements that are based on management’s projections, estimates and assumptions are forward-looking statements. The words believe, expect, anticipate, intend and similar expressions generally identify forward-looking statements. While the Company believes in the veracity of all statements made herein, forward-looking statements are necessarily based upon a number of estimates, and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties and contingencies and known and unknown risks. Many of the uncertainties and contingencies can affect events and the Company’s actual results and could cause its actual results to differ materially from this expressed in any forward-looking statements made by, or on behalf, of the Company.

 

ITEM 1. BUSINESS

 

Business Development

 

Company History and Business

 

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 matter and to continue its search for business opportunities during the next twelve months.

 

3
 

 

Search for Other Possible Acquisitions

 

Management plans to investigate, research, and, if justified, potentially acquire or merge with one or more businesses or business opportunities. Management will have broad discretion in its search for and negotiations with any potential business or business opportunity. Further, there can be no assurance that we will have the ability to acquire or merge with an operating business, business opportunity or property that will be of material value to us.

 

Focus on Energy Business

 

The control of Centenary changed in November 2006. At that time, the Company decided to change its focus to identify and obtain projects related to the energy industry, particularly in South America. These projects can be acquired by direct investment, or by means of total or partial acquisition of an existing business or company.

 

The Company´s mission is now to develop an energy business, mainly focusing in oil and gas exploration and production, while attempting to achieve an increase in the projects’ market value and maximizing our stockholders’ benefits.

 

Likewise, we intend that our businesses will be transparent and our reserve certification policies will be strict to ensure the best information possible for those who invest in our future projects.

 

We believe that the exploration, evaluation and development of any reserves that the Company discovers, will be the key to success for the future and growth of the Company.

 

We also consider that the mature oil fields in South America provide an important challenge. Therefore we intend to consider the possibility of strategically working in partnership within certain stages, with the purpose of reducing costs and risks.

 

To fulfill our mission, our corporate principles consist of looking after the health and safety of our personnel while involved in operations, taking care of the environment, and development of projects within a framework of social responsibility.

 

We intend to publicly announce any project as we acquire an interest therein, and include an estimate of the project’s potential revenues at that time. 

 

With the purpose of achieving our mission, we intend to focus on the following objectives:

 

ü   To acquire areas with attractive conditions so as to develop processes of exploration and production, maximizing the Company’s profitability.

 

ü   To establish a strict policy for the valuation and registration of the hydrocarbons reserves.

 

ü   To implement high standards in health and safety for the personnel involved in our operations.

 

ü   To assume a strong commitment as regards social responsibility with each sector involved (personnel, communities, etc.) wherever our Company develops its activities.

 

ü   To protect the environment within our areas of operation, preventing pollution, making efficient use of energy and natural resources, reducing emissions, and avoiding waste.

 

ü   To comply with the applicable laws and regulations in force.

 

4
 

 

Sources of Business Opportunities

 

Management intends to use various resources in its search for potential business opportunities including, but not limited to, our officers and directors, consultants, special advisors, securities broker-dealers, venture capitalists, members of the financial community and others who may present management with unsolicited proposals. Because of our lack of capital, we may not be able to retain, on a fee basis, professional firms specializing in business acquisitions and reorganizations. Rather, we will most likely have to rely on outside sources, not otherwise associated with us, that will accept their compensation only after we have finalized a successful acquisition or merger. To date, we have not engaged or entered into any discussion, agreement or understanding with a particular consultant regarding our search for business opportunities.

 

If we elect to engage an independent consultant, we intend to look to consultants that have experience in working with small companies in search of an appropriate business opportunity. Also, the consultant should have experience in locating viable merger and/or acquisition candidates and have a proven track record of finalizing such business consolidations. Further, we would prefer to engage a consultant that will provide services for only nominal up-front consideration and is willing to be fully compensated only at the close of a business consolidation.

 

We do not intend to limit our search to any specific kind of industry or business. We may investigate and ultimately acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate existence and development. Management cannot predict at this time the status or nature of any venture in which we may participate. A potential venture might need additional capital or merely desire to have its shares publicly traded. The most likely scenario for a possible business arrangement would involve the acquisition of or merger with an operating business that does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that we could provide a potential public vehicle for a private entity interested in becoming a publicly held corporation without the time and expense typically associated with an initial public offering.

 

Evaluation

 

Once we identify a particular entity as a potential acquisition or merger candidate, management will seek to determine whether acquisition or merger is warranted, or whether further investigation is necessary. Such determination will generally be based on management's knowledge and experience, or with the assistance of outside advisors and consultants evaluating the preliminary information available to them. Management may elect to engage outside independent consultants to perform preliminary analysis of potential business opportunities. However, because of our lack of capital we may not have the necessary funds for a complete and exhaustive investigation of any particular opportunity.

 

In evaluating such potential business opportunities, we will consider, to the extent relevant to the specific opportunity, several factors including:

 

* potential benefits to us and our shareholders;

* working capital;

* financial requirements and availability of additional financing;

* history of operation, if any;

* nature of present and expected competition;

* quality and experience of management;

* need for further research, development or exploration;

* potential for growth and expansion;

* potential for profits; and

* other factors deemed relevant to the specific opportunity.

 

5
 

 

There are certain unidentified risks that cannot be adequately expressed prior to the identification of a specific business opportunity. There can be no assurance following consummation of any acquisition or merger that the business venture will develop into a going concern or, if the business is already operating, that it will continue to operate successfully. Many potential business opportunities available to us may involve new and untested products, processes or market strategies which may not ultimately prove successful.

 

Form of Potential Acquisition or Merger

 

We cannot always predict the manner in which we might participate in a prospective business opportunity. Each separate potential opportunity will be reviewed and, upon the basis of that review, a suitable legal structure or method of participation will be chosen. The particular manner in which we participate in a specific business opportunity will depend upon the nature of that opportunity, the respective needs and desires of our management and management of the opportunity, and the relative negotiating strength of the parties involved. Actual participation in a business venture may take the form of an asset purchase, lease, joint venture, license, partnership, stock purchase, reorganization, merger or consolidation. We may act directly or indirectly through an interest in a partnership, corporation, or other form of organization, however, we do not intend to participate in an opportunity through the purchase of a minority stock position.

 

Because we have only a very limited amount of liquid assets and a limited operating history, in the event we successfully acquire or merge with an operating business opportunity, it is likely that our present shareholders will experience substantial dilution. There may be a change in control of our company. The owners of any business opportunity which we acquire or merge with will most likely acquire control following such transaction. Management has not established any guidelines as to the amount of control it will offer to prospective business opportunities, but rather management will attempt to negotiate the best possible agreement for the benefit of our shareholders.

 

Presently, management does not intend to borrow funds to compensate any person, consultant, promoter or affiliate in relation to the consummation of a potential merger or acquisition. However, if we engage any outside advisor or consultant in our search for business opportunities, it may be necessary for us to attempt to raise additional funds. As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event we do need to raise capital, most likely the only method available to us would be the private sale of our securities. These possible private sales would most likely have to be to persons known by our directors or to venture capitalists that would be willing to accept the risks associated with investing in a company with no current operation. Because of our nature as a development stage company, it is unlikely that we could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. Management will attempt to acquire funds on the best available terms. However, there can be no assurance that we will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on reasonable or acceptable terms. There is a possibility that we could sell securities to our management or affiliates.

 

There exists a possibility that the terms of any future acquisition or merger transaction might include the sale of a portion or all of the shares held by our principal stockholder to parties affiliated with or designated by the potential business opportunity. Presently, management has no plans to seek or actively negotiate such terms. However, if this situation does arise, management is obligated to follow our Articles of Incorporation and all applicable corporate laws in negotiating such an arrangement. Under this scenario of a possible sale by our principal stockholder, it is unlikely that similar terms and conditions would be offered to all other shareholders or that shareholders would be given the opportunity to approve such a transaction.

 

6
 

 

In the event of a successful acquisition or merger, a finder's fee, in the form of cash or securities, may be paid to a person or persons instrumental in facilitating the transaction. No criteria or limits have been established for the determination of an appropriate finder's fee, although it is likely that any fee will be based upon negotiations by us, the business opportunity and the finder. Management cannot at this time make an estimate as to the type or amount of a potential finder's fee that might be paid. It is unlikely that a finder's fee will be paid to an affiliate because of the potential conflict of interest that might result. If such a fee was paid to an affiliate, it would have to be in such a manner so as not to compromise an affiliate's possible fiduciary duty to us or to violate the doctrine of corporate opportunity. Further, in the unlikely event a finder's fee was to be paid to an affiliate, we would most likely have such an arrangement ratified by the shareholders in an appropriate manner.

 

The Board of Directors believes that it is possible that the Company may acquire or merge with a business opportunity in which our principal stockholder and/or our management has an interest.

 

Proposed Acquisition

 

As disclosed in a Current Report on Form 8-K filed by Centenary on September 25, 2009, Centenary announced that on September 22nd 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 sixty percent (60%) by 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 owns forty percent (40%) of Oil m&s and serves as its President and director. Mr. Carlos Fabian DeSousa, the President and sole director of Centenary, is a thirty percent (30%) owner of Oil m&s and serves as its Vice President and director.

 

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. The Company hopes to be able to obtain the necessary governmental approval and complete the acquisition by June 30, 2012.

 

The Cerro Negro concession is a 186 km2 area in Chubut Province in the South of Argentina, with 25 out of 32 oil wells in production at present. Through December 31, 2011 it had an accumulated production of 1,227,670 barrels of oil equivalent (“boe”).

 

7
 

 

The concession finishes on December 31, 2025 and until this time the proved reserves of oil reach 6,700,000 boe and unproved reserves reach 7,300,000 boe.

 

Products and Services

 

We discontinued our business of exporting food stuffs and commodities from Argentina and dissolved the subsidiary that operated the export business through Chapter 7 bankruptcy in 2000. We have been inactive since 2000. We presently have no products or services to sell.

 

Marketing and Advertising Methods

 

We neither market nor advertise because we have no products or services.

 

Dependence on Major Customers or Suppliers

 

We are not dependent on one or a few customers because we have no products or services

 

Patents, Trademarks and Licenses

 

We neither own nor have applied for any patents or trademarks. We do not license any of our technology from other companies, since we have no technology.

 

Competition

 

We are aware that there are many other public companies with only nominal assets that are also searching for operating businesses and other business opportunities as potential acquisition or merger candidates. We are in direct competition with these other public companies in our search for business opportunities and, due to our very limited funds, it may be difficult to successfully compete with these other companies.

 

Employees

 

The Company has no employees presently. The Company’s President, Carlos Fabian De Sousa, presently is not paid for his services as an officer, director or employee of the Company, and it is presently anticipated that he will not be compensated for his services as an officer, director or employee during 2012, prior to the consummation of an acquisition.

 

ITEM 1A. RISK FACTORS

 

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The following factors have affected or could affect actual results and could cause such results to differ materially from those expressed in any forward-looking statements made. Investors should consider carefully the following risks and speculative factors inherent in and affecting the business of Centenary and an investment in our common stock.

 

Going concern issue

 

Our independent auditors have expressed a going concern issue. Our ability to continue as a going concern is dependant upon our ability to attain profitable operations. We do not have an established source of funds sufficient to cover operating costs and accordingly there is substantial doubt about our ability to continue as a going concern.

 

8
 

 

We have financed our historical losses primarily from additional investments and loans by our major shareholders and private offerings of common stock. We will be required to seek additional capital in the future for working capital purposes. There is no assurance that new capital will be available or that it will be available on terms that will not result in substantial dilution or reduction in value of our common stock. We cannot assure you, however, that we will be able to raise additional capital in the future to fund our operations.

 

We have a limited operating history

 

Our extremely limited operating history and the discontinuation of our initial business makes it difficult to evaluate our prospects. As a result of our short operating history, we have only limited financial data and business information with which to evaluate our business strategies, past performance and investment in our common stock.

 

Our success depends on our ability to retain key management personnel

 

Our success depends on our ability to retain key management personnel. If we lose Mr. DeSousa, we may be unable to successfully operate our business. We depend on the continued contributions of our executive officer to work effectively, to execute our business strategy and to manage our business. The loss of Mr. DeSousa or his failure to work effectively could have a material adverse effect on our business, financial condition and results of operations.

 

We have experienced significant operating losses in the past and may have losses in the future.

 

We reported a net loss of $53,032 for the year ended December 31, 2011 and a loss of $59,218 for the year ended December 31, 2010. Our accumulated deficit since inception of the development stage on January 1, 2000 was $2,509,358 at December 31, 2011.

 

Our competitors have far greater financial and other resources than we have.

 

Many public companies seek to merge with or acquire existing businesses. Most of our competitors have more resources than us. We cannot provide assurance that we will be able to compete successfully.

 

The market for our common stock is limited, and as such our shareholders may have difficulty reselling their shares when desired or at attractive market prices.

 

We presently have no market for our common stock. Historically, when a market for our stock has existed, our common stock has traded in low volumes and at low prices. Some investors view low-priced stocks as unduly speculative and therefore not appropriate candidates for investment. Many institutional investors have internal policies prohibiting the purchase or maintenance of positions in low-priced stocks. This has the effect of limiting the pool of potential purchasers of our common stock at present price levels. Shareholders may find greater percentage spreads between bid and asked prices, and more difficulty in completing transactions and higher transaction costs when buying or selling our common stock than they would if our stock were listed on a major stock exchange.

 

Our Articles of Incorporation authorize us to issue additional shares of stock.

 

We are authorized to issue up to 50,000,000 shares of common stock, which may be issued by our board of directors for such consideration, as they may consider sufficient without seeking shareholder approval. The issuance of additional shares of common stock in the future may reduce the proportionate ownership and voting power of current shareholders.

 

9
 

 

We do not intend to pay dividends

 

We have never declared or paid any cash dividends on shares of our common stock. We currently intend to retain our future earnings for growth and development of our business and, therefore, we do not anticipate paying any dividends in the foreseeable future.

 

Possible "Penny Stock" Regulation

 

Trading of our common stock on the OTC Bulletin Board may be subject to certain provisions of the Securities Exchange Act of 1934, commonly referred to as the "penny stock" rule. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. If our stock is deemed to be a penny stock, trading in our stock will be subject to additional sales practice requirements on broker-dealers.

 

These may require a broker dealer to:

 

*make a special suitability determination for purchasers of penny stocks;

*receive the purchaser's written consent to the transaction prior to the purchase; and

*deliver to a prospective purchaser of a penny stock, prior to the first transaction, a risk disclosure document relating to the penny stock market.

Consequently, penny stock rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock. Also, many prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2. PROPERTIES

 

From January 2000 through year end 2011 we have occupied an office provided at no cost by our President.

 

ITEM 3. LEGAL PROCEEDINGS

 

The Company is not a party to any material pending legal proceedings. To the best of the Company’s knowledge, no governmental authority or other party has threatened or is contemplating the filing of any material legal proceeding against the Company.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

10
 

  

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market Information

 

Our common stock has traded over-the-counter. It is listed in the Pink Sheets under the symbol "CTYI." To the best of the Company’s knowledge there has been no active trading market in the Company’s common stock during the two years ended December 31, 2011. The high and low bid prices for our shares are estimated below for the periods depicted. The prices in the table reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

YEAR ENDED December 31, 2011:  LOW   HIGH 
           
                   1st Quarter  $0.00    0.00 
                   2nd Quarter   0.00    0.00 
                   3rd Quarter   0.00    0.00 
                   4th Quarter   0.00    0.00 

 

YEAR ENDED December 31, 2010:  LOW   HIGH 
           
                   1st Quarter  $0.00    0.00 
                   2nd Quarter   0.00    0.00 
                   3rd Quarter   0.00    0.00 
                   4th Quarter   0.00    0.00 

 

Our common stock is listed in the Pink Sheets.  Based on its trading price, our common stock  has been considered a “penny stock” for purposes of federal securities laws, and therefore has been subject to certain regulations, which are summarized below.

 

The Securities Enforcement and Penny Stock Reform Act of 1990 requires special disclosure relating to the market for penny stocks in connection with trades in any stock defined as a “penny stock.”  Specifically, Rules 15g-1 through 15g-9 under the Securities Exchange Act of 1934 (the “Exchange Act”) impose sales practice and disclosure requirements on NASD broker-dealers who make a market in a “penny stock.”  Securities and Exchange Commission regulations generally define a penny stock to be an equity security that has a market price of less than $5.00 per share and is not listed on The NASDAQ SmallCap Stock Market or a major stock exchange. These regulations affect the ability of broker-dealers to sell the Company’s securities and also may affect the ability of purchasers of the Company’s common stock to sell their shares in the secondary market.

 

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor,” generally, an individual with net worth in excess of $1,000,000 (not including the net value of the person’s primary residence) or an annual income exceeding $200,000, or $300,000 together with his or her spouse, must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

 

11
 

 

As long as the penny stock regulations apply to the Company’s stock, it may be difficult to trade such stock because compliance with the regulations can delay and/or preclude certain trading transactions.  Broker-dealers may be discouraged from effecting transactions in the Company’s stock because of the sales practice and disclosure requirements for penny stock. This could adversely affect the liquidity and/or price of the Company’s common stock, and impede the sale of the Company’s stock.

 

Stockholders

 

As of March 15, 2012 there were approximately 570 stockholders of record of our common stock. This does not include an indeterminate number of shareholders who may hold their shares in "street name".

 

Dividends

 

We have not declared any cash dividends during the last two fiscal years, and do not anticipate paying such dividends in the near future. We anticipate that all earnings, if any, over the next 12 to 24 months will likely be retained for future use in operations or investments in business, although the Board of Directors may decide otherwise. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will be dependent upon our results of operations, financial conditions, contractual restrictions, and other factors deemed relevant by the Board of Directors. We are under no contractual restrictions in declaring or paying dividends to our common or preferred shareholders. There are no material restrictions limiting, or that are likely to limit, the Company’s ability to pay dividends on our securities, except for any applicable limitations under Nevada corporate law.

 

The future sale of presently outstanding "unregistered" and "restricted" common stock by present members of management and persons who own more than five percent of the outstanding voting securities may have an adverse effect on any market that may develop in our common shares.

 

Equity Compensation Plans

 

The Company has not approved any compensation plans under which equity securities of the Company are authorized for issuance.

 

Recent Sales of Unregistered Securities

 

The Company issued no shares of its common stock during the year ended December 31, 2011 which were not registered under the Securities Act of 1933.

 

For information concerning sales of shares of the Company's common stock by the Company which were not registered under the Securities Act of 1933 during the fiscal years ended December 31, 2009 and December 31, 2010, please refer to the Company's annual reports on Form 10-K for the fiscal years ended December 31, 2009 and December 31, 2010, respectively, and to the Company’s quarterly reports on 10-Q for the quarters ended March 31, 2009 and 2010, June 30, 2009 and 2010 and September 30, 2009 and 2010.

 

12
 

 

ITEM 6. SELECTED FINANCIAL DATA

 

A smaller reporting company is not required to provide the information specified by this item.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following plan of operation should be read in conjunction with the financial statements and accompanying notes and the other financial information appearing elsewhere in this periodic report. The Company’s fiscal year end is December 31.

 

This report and the exhibits attached hereto contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements include, without limitation, statements as to management’s good faith expectations and beliefs, which are subject to inherent uncertainties which are difficult to predict and may be beyond the ability of the Company to control. Forward-looking statements are made based upon management’s expectations and belief concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.

 

The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company, or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements.

 

These risks and uncertainties, many of which are beyond the Company’s control, include (i) the sufficiency of existing capital resources and our ability to raise additional capital to fund cash requirements for future operations; (ii) uncertainties involved in the decision to acquire an existing business opportunity or to embark on a start up venture; (iii) the ability of the Company to achieve sufficient revenues from the operation of a business opportunity; and (iv) general economic conditions. Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations may prove to be incorrect.

 

Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this report. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.

 

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-K.

 

Plan of Operations

 

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

 

13
 

 

We anticipate that the Company will require only nominal capital to maintain our corporate viability, and necessary funds will most likely be provided by our officers and directors, principal stockholder, or their affiliates in the immediate future. However, unless we are able to facilitate an acquisition of or merger with an operating business or are able to obtain significant outside financing, there is substantial doubt about our ability to continue as a going concern.

 

As stated above, Centenary announced that on September 22nd 2009, it executed a non-binding MOU with Clear SRL, Oil m&s and 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 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 government approvals in Argentina. The Company hopes to be able to consummate the acquisition by June 30, 2012.

 

As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any additional capital.

 

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

 

Results of Operations

 

Revenues and Other Income

 

During the twelve month period ended December 31, 2011, the Company remained in the development stage and we did not realize any revenues from operations. Similarly, we did not realize any revenues from operations during the year ended December 31, 2010. If we are able to successfully complete the proposed acquisition of PCN during the year ending December 31, 2012, we should begin to generate revenues in the year ending December 31, 2012 through PCN.

 

Expenses

 

General and administrative expenses totaled $42,614 in the year ended December 31, 2011, a decrease of $9,281 from the $51,895 of general and administrative expenses incurred in the year ended December 31, 2010. Interest expense incurred in the year ended December 31, 2011 was $10,418, an increase of $3,095 from the $7,323 interest expense incurred in the year ended December 31, 2010. The increase in interest expense is attributable to the increased notes payable – related parties balance during 2011. Our expenses are primarily legal and accounting costs incurred in connection with our public filings. If we are able to successfully complete the proposed acquisition of PCN during the year ending December 31, 2012, we expect that our general and administrative expenses will increase significantly due to the operations of PCN.

 

14
 

 

Net Losses

 

As a result of the foregoing, the Company incurred a net loss of $53,032, or ($0.09) per share, in the year ended December 31, 2011, compared to a net loss of $59,218, or ($0.10) per share, incurred in the year ended December 31, 2010. Our decrease in net loss in the later period is due to the decrease in general and administrative expense in the later period partially offset by a modest increase in interest expense in the later period.

 

Liquidity and Capital Resources

 

The Company is in the development stage and, since inception, has experienced significant changes in liquidity, capital resources and shareholders’ equity. As of December 31, 2011 the Company has no total assets, and total liabilities of $262,888. The liabilities consist of notes payable-related parties of $229,113, accounts payable of $8,869 and accrued interest payable of $24,906 .

 

Cash flow used in operating activities was $38,188 for the twelve month period ended December 31, 2011, which is identical to the financing cash flows from notes payable borrowed. It reflects the $53,032 net loss incurred for the year ended December 31, 2011, less the $6,204 increase in accrued interest payable and the $8,640 increase in accounts payable.

 

The Company’s current assets are not sufficient to conduct its plan of operation over the next twelve (12) months. The Company anticipates that it may need to raise approximately $250,000 from equity or debt financing arrangements to meet the Company’s expenses in the next twelve (12) months and pay off most of the Company’s existing liabilities if the Company remains as a development stage company searching for business opportunities. If the Company successfully closes its proposed acquisition of PCN during 2012, the Company anticipates that it may need to raise approximately $250,000 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, except that if we successfully consummate the proposed acquisition of PCN, Oil m&s has agreed to loan PCN sufficient funds to comply with a development program which provides for the drilling of eleven wells in the Cerro Negro concession over a specified period of time. Further, no assurances can be given that other funding will be available to us on acceptable terms. Although, our major shareholder or a company controlled by him would be the most likely source of new funding in the form of loans or equity placements in the near future, no commitments have been made for future investment and the Company has no agreement formal or otherwise. The Company’s inability to obtain funding, if required, would have a material adverse affect on its plan of operation.

 

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

 

The Company has no current plans to make any changes in the number of employees unless the Company can successfully close the proposed acquisition of PCN, in which case the Company would expect to have two employees following the acquisition.

 

Capital Expenditures

 

The Company expended no amounts on capital expenditures during the year ended December 31, 2011 or during the year ended December 31, 2010. The Company has no current plans for the purchase or sale of any plant or equipment.

 

 

15
 

 

Critical Accounting Policies

 

In the notes to the audited financial statements for the year ended December 31, 2011, included in this Form 10-K, the Company discusses those accounting policies that are considered to be significant in determining the results of operations and its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally accepted in the United States of America.

 

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

 

Going Concern

 

The Company’s auditors expressed substantial doubt as to the Company’s ability to continue as a going concern as a result of recurring losses, lack of revenue-generating activities and a deficit accumulated during the development stage in the amount of $2,509,358 as of December 31, 2011. The Company’s ability to continue as a going concern is subject to the ability of the Company to realize a profit from operations and /or obtain funding from outside sources. Since the Company has no revenue generating operations, our plan to address the Company’s ability to continue as a going concern over the next twelve months includes: (1) obtaining additional funding from the sale of our securities; and/or (2) obtaining loans and grants from our principal shareholders and/or various financial institutions, where possible. Although we believe that we will be able to obtain the necessary funding to allow the Company to remain a going concern through the methods discussed above, there can be no assurances that such methods will prove successful.

  

Recent Accounting Pronouncements

 

In preparing financial statements for the year ended December 31, 2011, the Company adopted the following accounting pronouncements:

 

The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

 

Accounting Standards Update (“ASU”) No. 2009-2 through ASU No. 2011-12 which contains technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

 

16
 

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

A smaller reporting company is not required to provide the information specified by this item.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

Financial statements as of and for the fiscal years ended December 31, 2011 and 2010, have all been examined to the extent indicated in their report by Pritchett, Siler & Hardy, P.C., independent certified public accountants, and have been prepared in accordance with generally accepted accounting principles. The aforementioned financial statements are included below.

 

17
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

Board of Directors

Centenary International Corporation

Buenos Aires, Argentina

 

We have audited the accompanying balance sheets of Centenary International Corporation [a development stage company] as of December 31, 2011 and 2010 and the related statements of operations, stockholders' equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2011 and for the period from inception on January 1, 2000 through December 31, 2011. Centenary International Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Centenary International Corporation as of December 31, 2011 and 2010 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2011 and for the period from inception on January 1, 2000 through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming Centenary International Corporation will continue as a going concern. As discussed in Note 3 to the financial statements, Centenary International Corporation has incurred losses since its inception and has not yet established profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

/s/ PRITCHETT, SILER & HARDY, P.C.

 

PRITCHETT, SILER & HARDY, P.C.

 

Salt Lake City, Utah

March 23, 2012

 

18
 

Centenary International Corporation 

(A Development Stage Company)

Balance Sheets

 

 

ASSETS
  December 31,   December 31, 
   2011   2010 
CURRENT ASSETS        
Cash       $ 
           
Total Current Assets        
           
TOTAL ASSETS      
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) 
           
CURRENT LIABILITIES          
           
Accounts payable  $8,869   $2,665 
Accrued interest payable   24,906    16,266 
Notes payable - related parties   229,113    190,925 
           
Total Current Liabilities   262,888    209,856 
           
STOCKHOLDERS' EQUITY (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   (2,509,358)   (2,456,326)
           
Total Stockholders' Equity (Deficit)   (262,888)   (209,856)
          
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)  $-   $- 

 

 

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

 

19
 

 

Centenary International Corporation 

(A Development Stage Company) 

Statements of Operations 

 

          From inception 
          of the 
          Development 
          Stage on 
         January 1, 
  For the Years Ended   2000 Through 
  December 31,   December 31, 
   2011   2010   2011 
                
REVENUES       $   $ 
                
OPERATING EXPENSES               
                
General and administrative   42,614    51,895    622,644 
                
Total Operating Expenses   42,614    51,895    622,644 
                
OPERATING LOSS   (42,614)   (51,895)   (622,644)
                
OTHER INCOME (EXPENSE)               
                
Other income   -    -    52,958 
                
Interest expense   (10,418)   (7,323)   (233,104)
                
Total Other Income (Expense)   (10,418)   (7,323)   (180,146)
                
LOSS FROM CONTINUING OPERATIONS   (53,032)   (59,218)   (802,790)
                
LOSS FROM DISCONTINUED OPERATIONS   -    -    (1,706,568)
                
NET LOSS BEFORE INCOME TAXES   (53,032)   (59,218)   (2,509,358)
                
PROVISION FOR INCOME TAXES   -    -    - 
                
NET LOSS  $(53,032)  $(59,218)  $(2,509,358)
                
BASIC LOSS PER COMMON SHARE  $(0.09)  $(0.10)     
                
WEIGHTED AVERAGE NUMBER OF               
SHARES OUTSTANDING   576,682    576,682      

 

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

 

20
 

 

CENTENARY INTERNATIONAL CORPORATION 

(A Development Stage Company)

Statements of Stockholders' Equity (Deficit)

 

          Additional         
  Common Stock   Paid-In    Accumulated      
  Shares   Amount   Capital   Deficit   Total  
Balance, January 1, 2000   193,600   $194   $8,360,035   $(6,319,106)  $2,041,123 
                          
Net loss for the year ended                         
December 31, 2000   -    -    -    (2,761,106)   (2,761,106)
                          
Balance, December 31, 2000   193,600    194    8,360,035    (9,080,212)   (719,983)
                          
Net loss for the year ended                         
December 31, 2001   -    -    -    (73,000)   (73,000)
                          
Balance, December 31, 2001   193,600    194    8,360,035    (9,153,212)   (792,983)
                          
Net loss for the year ended                         
December 31, 2002   -    -    -    (73,000)   (73,000)
                          
Balance, December 31, 2002   193,600    194    8,360,035    (9,226,212)   (865,983)
                          
Net loss for the year ended                         
December 31, 2003   -    -    -    (73,000)   (73,000)
                          
Balance, December 31, 2003   193,600    194    8,360,035    (9,299,212)   (938,983)
                          
Net loss for the year ended                         
December 31, 2004   -    -    -    (73,000)   (73,000)
                          
Balance, December 31, 2004   193,600    194    8,360,035    (9,372,212)   (1,011,983)
                          
Net income for the year ended                         
December 31, 2005   -    -    -    897,544    897,544 
                          
Balance, December 31, 2005   193,600    194    8,360,035    (8,474,668)   (114,439)
                          
Contributed capital   -    -    10,929    -    10,929 
                          
Net loss for the year ended                         
December 31, 2006   -    -    -    (24,273)   (24,273)
                          
Balance, December 31, 2006   193,600    194    8,370,964    (8,498,941)   (127,783)
                          
Common stock issued for debt                         
at $0.50 per share   383,001    383    191,117    -    191,500 
                          
Net loss for the year ended                         
December 31, 2007   -    -    -    (98,117)   (98,117)
                          
Balance, December 31, 2007   576,601   $577   $8,562,081   $(8,597,058)  $(34,400)

 

 

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

 

21
 

 

CENTENARY INTERNATIONAL CORPORATION 

(A Development Stage Company)

Statements of Stockholders' Equity (Deficit) (Continued) 

 

                             
              Additional            
    Common Stock   Paid-In   Accumulated    
    Shares   Amount   Capital   Deficit   Total
                             
Balance, December 31, 2007   576,601   $ 577   $ 8,562,081   $ (8,597,058)   $ (34,400)
                             
Fractional shares issued                 81                      -                      -                      -                      -
                             
Capital contributed by shareholder                    -                      -               2,918                      -     2,918
                             
Net loss for the year ended                            
December 31, 2008                    -                      -                      -     (65,480)     (65,480)
                             
Balance, December 31, 2008         576,682                 577        8,564,999     (8,662,538)     (96,962)
                             
Net loss for the year ended                            
December 31, 2009                    -                      -                      -     (53,676)     (53,676)
                             
Balance, December 31, 2009   576,682     577     8,564,999     (8,716,214)     (150,638)
                             
Net loss for the year ended                            
December 31, 2010                    -                      -                      -            (59,218)            (59,218)
                             
Balance, December 31, 2010         576,682                 577        8,564,999       (8,775,432)          (209,856)
                             
Net loss for the year ended                            
December 31, 2011                          -                      -            (53,032)            (53,032)
                             
Balance, December 31, 2011         576,682   $             577   $    8,564,999   $ (8,828,464)   $      (262,888)
                             
    Deficit accumulated prior to the development stage   $ (6,319,106)      
                             
    Deficit accumulated during the development stage     (2,509,358)      
                             
    Total Accumulated Deficit   $ (8,828,464)      

 

 

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

 

22
 

 

Centenary International Corporation 

(A Development Stage Company) 

Statements of Cash Flows

 

          From Inception 
          of the 
          Development 
          Stage on 
          January 1, 
  For the Years Ended   2000 Through 
  December 31,   December 31, 
   2011   2010   2011 
OPERATING ACTIVITIES               
                
Net loss  $(53,032)  $(59,218)  $(2,509,358)
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)
Changes in operating assets and liabilities               
Increase (decrease) in accrued interest payable   6,204    7,323    242,673 
Increase (decrease) in accounts payable   8,640    (3,751)   237,159 
                
Net Cash Used in Operating Activities   (38,188)   (55,646)   (367,796)
                
INVESTING ACTIVITIES   -    -    - 
                
FINANCING ACTIVITIES               
                
Borrowings of notes payable-related parties   38,188    55,646    367,796 
                
Net Cash Provided by Financing Activities   38,188    55,646    367,796 
                
NET DECREASE IN CASH   -    -    - 
                
CASH AT BEGINNING OF PERIOD   -    -    - 
                
CASH AT END OF PERIOD  $-   $-   $- 
                
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 

 

 

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

 

23
 

 

Centenary International Corporation

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2011 and 2010

 

NOTE 1 - ORGANIZATION AND HISTORY

 

The Company was incorporated under the laws of the State of Nevada on June 10, 1997. The Company ceased all operating activities during the year ended December 31, 1999, before any revenues were earned. The Company re-entered the development stage on January 1, 2000, and has remained an inactive development stage company since that date. The Company’s ongoing business expenses are funded primarily through shareholder loans.

 

The Company has no products or services as of December 31, 2011. The Company’s current business model is to be a vehicle to seek merger or acquisition candidates. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company.

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

 

a. Accounting Method

 

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.

 

b. Basic Income (Loss) Per Share

 

For the Year Ended

December 31, 2011

 
Loss   Shares   Per Share  
(Numerator)   (Denominator)   Amount  
$ (53,032 )   576,682   $ (0.09 )

 

For the Year Ended  
December 31, 2010  
Income   Shares   Per Share  
(Numerator)   (Denominator)   Amount  
$ (59,218 )   576,682   $ (0.10 )

 

  The computations of basic loss per share of common stock are based on the weighted average number of shares outstanding at the date of the financial statements.

 

c. Provision for Taxes

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely that not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

24
 

 

Centenary International Corporation

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2011 and 2010

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

c. Provision for Taxes (Continued)

 

Net deferred tax assets consist of the following components as of December 31, 2011 and 2010:

 

   2011   2010 
Deferred tax assets          
NOL carryover  $46,295   $39,637 
Related-party interest   3,736    2,440 
Valuation allowance   (50,031)   (42,077)
Net deferred tax asset  $-   $- 

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate of 15% to pretax income from continuing operations for the years ended December 31, 2011 and 2010 due to the following:

 

   2011   2010 
Book loss  $(7,955)  $(8,876)
Valuation allowance   7,955    8,876 
   $-   $- 

 

At December 31, 2011, the Company had net operating loss carry forwards of approximately $309,000 that may be offset against future taxable income through the year 2031 No tax benefit has been reported in the December 31, 2011 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in the future.

 

d. Estimates

 

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

 

e. Fair Value of Financial Instruments

 

As at December 31, 2011, the fair value of cash and accounts and advances payable, including amounts due to and from related parties, approximate carrying values because of the short-term maturity of these instruments.

 

25
 

 

Centenary International Corporation

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2011 and 2010

 

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)

 

f. Recently Issued Accounting Pronouncements

 

The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants. Existing GAAP was not intended to be changed as a result of the Codification, and accordingly the change did not impact our financial statements. The ASC does change the way the guidance is organized and presented.

 

Accounting Standards Update (“ASU”) No. 2009-2 through ASU No. 2011-12 which contains technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

 

g. Equity-Based Compensation

 

The Company accounts for its stock-based compensation in accordance with ASC Topic 718 “Share-Based Payment. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees. The Company did not grant any new employee options and no options were cancelled or exercised during the period ended December 31, 2011.

 

h. Revenue Recognition

 

The Company has no source of revenues. Revenue recognition policies will be determined when principal operations begin.

 

i. Cash and Cash Equivalents

 

For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

 

NOTE 3 - GOING CONCERN

 

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

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

 

NOTE 4 - RELATED PARTY TRANSACTIONS

 

The Company owes notes payable to shareholders of $229,133 plus accrued interest of $24,906 as of December 31, 2011. The 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, 2010, each of the outstanding notes was extended for a period of one year, under the original terms. All subsequent notes reaching maturity have also been extended for a period of one year, under the respective original terms.

 

26
 

 

Centenary International Corporation

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2011 and 2010

 

NOTE 5 – PENDING ACQUISITION

 

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 will acquire from Clear SRL ninety-nine and 96/100 percent (99.96%) of the issued and outstanding shares of PCN which will become a majority-owned subsidiary of Centenary. PCN owns the 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 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 the Company’s 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 sixty percent (60%) by 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 owns forty percent (40%) of Oil m&s and serves as its President and director. Mr. Carlos Fabian DeSousa, the President and sole director of Centenary, is a thirty percent (30%) owner of Oil m&s and serves as its Vice President and director.

 

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 awaiting final approval from the Argentine provincial authority to commence business operations pursuant to the acquisition.

 

NOTE 6 – SUBSEQUENT EVENTS

 

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined there are no material subsequent events to report.

 

27
 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

None.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

The Company’s president acts both as the Company’s chief executive officer and chief financial officer and is responsible for establishing and maintaining disclosure controls and procedures for the Company.

 

Evaluation of disclosure controls and procedures.

 

Under the supervision and with the participation of management, Carlos Fabian De Sousa, acting as our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), as of December 31, 2011. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our chief executive officer and chief financial officer, in a manner that allowed for timely decisions regarding required disclosure. 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.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance of achieving their control objectives. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management, including our principal executive officer and principal accounting officer, conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control -Integrated Framework. Based upon this evaluation, our management, including the Chief Executive Officer and Principal Financial Officer, has concluded that our internal controls over financial reporting were effective as of December 31, 2011.

 

During the quarter ended December 31, 2011, there has been no change in our internal controls over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only the management’s report in this annual report.

 

28
 

 

ITEM 9B. OTHER INFORMATION

 

None.

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The following table sets forth certain information regarding our executive officers and directors: as of December 31, 2011:

 

Name   Age   Position
         
Carlos Fabian De Sousa   44   President, Sole Director, Chief Executive Officer, Chief Financial Officer,

 

The directors and officers are elected and will serve until the next annual meeting of the shareholders or until their death, resignation, retirement, removal, disqualification, or until their successors have been duly elected and qualified. All officers serve at the will of the Board of Directors.

 

CARLOS FABIAN DE SOUSA has served as a director of Centenary International Corp. since November 2007. He has also served as President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of Centenary International Corp. since December 31, 2007. He is a Certified Public Accountant, and he has worked in the Oil & Gas Industry in Argentina since 1993. Initially Mr. De Sousa worked for Hispano Americana de Petroleos S.A. (HAPSA) as Administration and Financial Manager. HAPSA engaged in the business of drilling oil wells, wells completion, wells workover and intervention and hot oil services. From 1996 to 1997, Mr. De Sousa worked as an Administration and Financial Advisor for FORASOL – FORAMER in its Latam operations. From late 1998 to mid-2001, Mr. De Sousa was the General Manager of Almeria Austral S.A., a company that provided services of drilling, intervention and completion of wells to the Oil & Gas Industry in Argentina. By 2001, together with Mr. Cristobal Manual Lopez and Mrs. Muriel Lucia Sosa, Mr. De Sousa founded Oil m&s S.A., where at present he is the Vice President and a director. Mr. De Sousa also owns approximately 30% of Oil m&s S.A. This company has become a principal provider of services for the Oil and Gas Industry in Argentina. Mr. De Sousa is also the President and General Director of Alcalis de la Patagonia SAIC, a company dedicated to the production of alkali. He is also a Director of Tecnological S.A. (IT developments), Oil Minerals S.A. (real estate) and Oil Construcciones S.A. (building industry). Mr. De Sousa is not a director of any other companies that file period reports with the U.S. Securities and Exchange Commission.

 

Significant employees

 

The Company has no present employees who are expected to make a significant contribution to the Company’s business. It is expected that the current member of management will be the only individual whose activities will be material to the Company’s operations. Members of management are the only persons who may be deemed to be promoters of the Company.

 

29
 

 

Family relationships

 

There are no family relationships between any directors or executive officers of the Company either by blood or by marriage.

 

Involvement in certain legal proceedings

 

During the past ten years, no present director, person nominated to become a director, or executive officer of the Company:

 

(1) was a general partner or executive officer of any business which filed a petition in bankruptcy or against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;

 

(2) was convicted in a criminal proceeding or is named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

(3) was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in the following activities:

 

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

 

(ii) Engaging in any type of business practice; or

 

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; or

 

(4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity; or

 

(5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; or

 

(6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

 

30
 

 

(7) was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

(i)          Any Federal or State securities or commodities law or regulation; or

 

(ii)         Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order or disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

 

(iii)        Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

(8) was the subject of, or a party to, any sanction nor order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15U.S.C. §78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. §1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires directors, officers and persons who own more than 5% of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Directors, officers and greater than 5% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon our review of the copies of such forms that we received during the fiscal year ended December 31, 2011, we believe that each person who at any time during the fiscal year was a director, officer or beneficial owner of more than 5% of our common stock complied with all Section 16(a) filing requirements during such fiscal year.

 

Code of Ethics

 

We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. A copy of the Code of Ethics is attached to our Annual Report on Form 10-K for the year ended December 31, 2008 as Exhibit 14.1.

 

Audit Committee and Financial Expert

 

At the present time, our Board of Directors serves as our audit committee. Mr. DeSousa, our sole director, is a financial expert. Mr. DeSousa is not independent since he is an officer of the Company.

 

Nominating Committee

 

The Company does not have a standing nominating committee or a committee performing similar functions, as the Board of Directors consists of only one member. Due to the Company's size, it is difficult to attract individuals who would be willing to accept membership on the Company's Board of Directors. Therefore, with only one member of the Board of Directors, the full Board of Directors would participate in nominating candidates to the Board of Directors. The Company did not have an annual meeting of shareholders in the past fiscal year. The Company presently has no procedure by which a shareholder may recommend nominees to serve on the Company’s Board of Directors.

 

31
 

 

Other Committees

 

We presently do not have a compensation committee, executive committee of our Board of Directors, stock plan committee or any other committees.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The following table shows compensation earned during fiscal 2011 and 2010 by the Chief Executive Officer and by any other executive officers whose compensation during one of the two fiscal years totaled $100,000 or more. The information in the table includes salaries, bonuses, stock options granted, restricted stock awards granted and other miscellaneous compensation. We presently have no long term compensation benefits.

 

SUMMARY COMPENSATION TABLE

 

              All Other    
Name and   Fiscal           Compensation    
Principal Positions   Year   Salary    Bonus   (1)   Total
                     
Carlos Fabian De Sousa    2011   $-0-   $-0-    $-0-         $-0-
CEO, CFO & Director        2010   $-0-   $-0-    $-0-       $-0-

 

Columns have been omitted from the Summary Compensation Table above for stock awards, option awards, non-equity incentive plan compensation and nonqualified deferred compensation earnings since there were none.

 

Bonuses and Deferred Compensation

 

None.

 

Other Director Compensation

 

None.

 

Employment contracts and termination of employment and change-in-control arrangements

 

There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer of the Company which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment with the Company or its subsidiaries, any change in control of the Company or a change in the person's responsibilities following a change in control of the Company.

 

There are no agreements or understandings for any director or executive officer to resign at the request of another person. None of the Company’s directors or executive officers is acting on behalf of or will act at the direction of any other person.

 

The Company presently has no employment agreements with any of its executive officers.

 

32
 

 

Compensation pursuant to plans; pension table

 

There are no stock awards, restricted stock awards, stock options, stock appreciation rights, long-term incentive plan compensation or similar rights which have been granted to any of our officers or directors. None of our officers or directors presently holds directly any stock options or stock purchase rights. We have no retirement, pension, profit sharing, or other plan covering any of our officers and directors. We have no non-equity incentive plan awards or any equity incentive plan awards that have been granted to any of our officers or directors.

 

We have adopted no formal stock option plans for our officers, directors and/or employees. We reserve the right to adopt one or more stock option plans in the future. Presently we have no plans to issue additional shares of our common or preferred stock or options to acquire the same to our officers, directors or their affiliates or associates, except for the shares and options that may be issued in connection with the proposed acquisition of PCN.

 

Other compensation

 

None.

 

Compensation Committee Interlocks and Insider Participation

 

The Company has no compensation committee, and the function of the compensation committee is handled by the Board of Directors. Carlos Fabian De Sousa is the only member of the Board of Directors. He is also an officer of the Company.

 

Compensation Committee Report

 

The Company has no compensation committee, and the function of the compensation committee is handled by the Board of Directors. Carlos Fabian De Sousa is the only member of the Board of Directors. He is also an officer of the Company. He decided that he would not be paid any compensation from the Company during 2011 and 2010.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Security ownership of certain beneficial owners

 

The following table sets forth the share holdings of those persons who are known to the Company to be the beneficial owners of more than five percent (5.0%) of the Company’s common stock as of March 15, 2012, and the percentages are based on 576,682 shares issued and outstanding as of that date. Each of these persons has sole investment and sole voting power over the shares indicated, except as described otherwise below.

 

Name and Address of Beneficial Owner Amount and Nature of
Beneficial Ownership
Percent of Class
     
MR. CRISTOBAL  MANUEL LOPEZ 511,920 (1) 88.77%
Av. Roque Saenz Pena    
971 Floor 8    
Buenos Aires, Argentina    
C1035AAE    
     
MR. CARLOS FABIAN DE SOUSA 233,001 (2) 40.40%
Av. Roque Saenz Pena    
971 Floor 8    
Buenos Aires, Argentina    
C1035AAE    
     
Oil m&s, S.A. 233,001 40.40%
Av. Roque Saenz Pena    
971 Floor 8    
Buenos Aires, Argentina    
C1035AAE    

 

33
 

 

(1) Mr. Lopez directly owns 278,919 shares in his name. The remaining 233,001 shares listed as being beneficially owned by him are held of record by Oil m&s S.A., a company of which Mr. Lopez owns 40% and serves as its President and as a Director.

 

(2) The 233,001 shares listed as beneficially owned by Mr. De Sousa are held of record by Oil m&s S.A., a company of which Mr. Sousa owns 30% and serves as its Vice President and as a Director. The investment and voting power of these shares is held by the Board of Directors of Oil m&s S.A.

 

Security ownership of management

 

The following table sets forth the share holdings of the Company's directors and executive officers as of March 15, 2012, and the percentages are based on 576,682 shares issued and outstanding as of that date. These persons have sole investment and sole voting power over the shares indicated, except as described otherwise below.

 

 

Name and Address of Beneficial Owner Amount and Nature of
Beneficial Ownership
Percent
of Class
     
MR. CARLOS FABIAN DE SOUSA 233,001 (1) 40.40%
Av. Roque Saenz Pena    
971 Floor 8    
Buenos Aires, Argentina    
C1035AAE    

 

(1) The 233,001 shares listed as beneficially owned by Mr. De Sousa are held of record by Oil m&s S.A., a company of which Mr. Sousa owns 30% and serves as its Vice President and as a Director. The investment and voting power of these shares is held by the Board of Directors of Oil m&s S.A.

 

All common shares held by the officers, directors and principal shareholders listed above are restricted or control securities and are subject to limitations on resale. The shares may be sold in compliance with the requirements of Rule 144, after a minimum six months holding period has been met, except for certain shares issued in 2007 while the Company was a shell company. Under the February 2008 amendments to Rule 144, shares issued while a company was a shell company must be held for a minimum of one year after the company is no longer a shell company and has filed certain Form 10 Information with the U.S. Securities and Exchange Commission, before they are eligible for sale under Rule 144.

 

34
 

 

Rule 13d-3 generally provides that beneficial owners of securities include any person who directly or indirectly has or shares, voting power and/or investment power with respect to such securities; and any person who has the right to acquire beneficial ownership of such security within 60 days.

 

Any securities not outstanding which are subject to options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. But such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person.

 

Changes in Control

 

There are no present arrangements or pledges of the Company’s securities, known to management, which may result in a change in control of the Company.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

The Company has no equity compensation plans that have been approved by the Company’s security holders or the Board of Directors. There presently are no securities authorized for issuance under any equity compensation plans. There are no outstanding options, warrants or rights to acquire securities of the Company.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Transactions with Management and Others

 

During the past two fiscal years of the Company, and since then, there have been no material transactions or series of similar transactions to which the Company or any of our subsidiaries were or are to be a party, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years, in which any related person (as defined in Item 404 of Regulation S-K) had a direct or indirect material interest, except for the following:

 

(1) during 2010 and 2011, the Company continued to borrow additional funds from Oil m&S S.A. Oil m&S S.A. is a company owned and controlled by Mr. Cristobal Manual Lopez, the Company’s principal shareholder, and Carlos Fabian De Sousa, the Company’s CEO and Director. As of December 31, 2011, the Company owed notes payable to Oil m&s S.A. in the amount of $229,113 plus accrued interest of $24,906. The notes payable accrue interest at LIBOR plus 2% per annum, are unsecured and are due upon demand. No interest or principal payments were paid on this loan during 2010, or 2011;

 

(2) the Company presently uses an office that is provided free of charge by the Company’s President; and

 

(3) on September 22nd 2009, Centenary executed a non-binding MOU with Clear SRL, Oil m&s and 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. 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 sixty percent (60%) by 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 owns forty percent (40%) of Oil m&s and serves as its President and director. Mr. Carlos Fabian DeSousa, the President and sole director of Centenary, is a thirty percent (30%) owner of Oil m&s and serves as its Vice President and director. 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 governmental approvals in Argentina. The Company hopes to be able to complete the acquisition by June 30, 2012.

 

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No other related party transactions are presently proposed except for the following: The Company anticipates that it will continue to borrow funds from Oil m&s S.A. as the Company needs funds to pay its expenses. This loan accrues interest at Libor + 2% per annum, is unsecured, and is due upon demand. It is possible that, in the future, the Company may seek to acquire an interest in a business opportunity in which our principal stockholder has an interest, in addition to the proposed acquisition of PCN.

 

Shell Company Information

 

The Company is presently a shell company, as defined in Rule 405. As described in Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Mr. Cristobal Manuel Lopez directly owns 278,919 shares of the Company’s common stock, and Oil m&s S.A., an Argentine company, directly owns 233,001 shares of the Company’s common stock. During the year ended December 31, 2007, Oil m&s S.A. acquired its 233,001 shares of the Company’s common stock for the conversion of $116,500.50 of debt owed by the Company to Oil m&s S.A. in connection with loans made by Oil m&s S.A. to the Company. Also during the year ended December 31, 2007, the Company issued 150,000 shares of its common stock to Mr. Cristobal Manuel Lopez as payment for a $75,000 obligation the Company had to Mr. Lopez for consulting services provided by Mr. Lopez during 2006 and 2007. The Company’s directors made the decision concerning the valuation of the shares issued in both transactions, using a price which they believed to be fair.

 

With the exception of the transactions involved in the proposed acquisition of PCN, the interest to be paid to Oil m&s S.A. on its loans to the Company, and the possible conversion of part or all of these loans to additional shares of Common Stock of the Company in the future (at such terms as may be agreed to by the Company’s director and Oil m&s S.A. in a related party transaction), the Company is unaware of anything of value to be received by Mr. Lopez, Oil m&s S.A. or Carlos Fabian De Sousa from the Company.

 

Conflicts of Interest

 

Our public stockholders should be aware of the following potential conflicts of interest. Our officers and directors are not required to commit their full time to our affairs and, accordingly, they have conflicts of interest in allocating management time among various business activities. Furthermore, Carlos Fabian DeSousa, our sole officer and director, is an officer, director and shareholder of Oil m&s S.A. which is one of our principal stockholders. Additionally, the proposed acquisition of PCN is a related party transaction.

 

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Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons

 

Our board of directors reviews, and must approve any related person transactions before such transactions are engaged in by the Company. A related person means any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company; any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owners; and any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or is a similar position or in which such person has a 5% or greater beneficial ownership interest. Our board of directors reviews these related person transactions and considers all of the relevant facts and circumstances available to the board of directors, including (if applicable) but not limited to; the benefits to us; the availability of other sources of comparable products or services; the terms of the transaction; and the terms available to unrelated third parties or to employees generally. The board of directors may approve only those related person transactions that are in, or are not inconsistent with the best interests of us and of our stockholders, as the board of directors determines in good faith. At the beginning of each fiscal year, the board of directors will review any previously approved or ratified related person transactions that remain ongoing and have a remaining term of more than six months. The board of directors will consider all of the relevant facts and circumstances and will determine if it is in the best interests of us and our stockholders to continue, modify or terminate these related person transactions.

 

Independence of Directors

 

The Company currently does not have, and is not required to have, a majority of independent directors. Should the company decide to list on a securities exchange, we will be required to adhere to the independence requirements of that exchange. Our present director is not independent because he currently serves as our only officer.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Audit Fees

 

The following is a summary of the fees billed to us by Pritchett, Siler & Hardy, P.C., our current independent accountant, for professional services rendered for the fiscal years ended December 31, 2011 and 2010:

 

Fee Category  Fiscal 2011 Fees   Fiscal 2010 Fees 
Audit Fees  $10,213   $14,400 
Audit Related Fees   --    -- 
Tax Fees   --    -- 
All Other Fees   --    -- 
Total Fees  $10,213   $14,400 

 

Audit Fees consist of fees billed for professional services rendered for the audit of our annual financial statements and for the review of the interim financial statements included in quarterly reports and services that are normally provided by our independent accountant in connection with statutory and regulatory filings or engagements.

 

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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

 

Our sole director serves as our audit committee. The audit committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the audit committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The audit committee may also pre-approve particular services on a case-by-case basis.

 

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PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

1. Financial Statements:

 

Index to Financial Statements

 

Centenary International Corp.     
Report of Independent Registered Public Accounting Firm   18 
Balance Sheets   19 
Statements of Operations   20 
Statements of Stockholders’ Equity (Deficit)          21-22 
Statements of Cash Flows   23 
Notes to Financial Statements   24 

 

2. Financial Statement Schedule(s):

 

No financial statement schedules are filed herewith because (i) such schedules are not required or (ii) the information required has been presented in the aforementioned financial statements.

 

3. Exhibits:

 

The following Exhibits are filed as part of this report.

 

Exhibit No. Description
   
3.1   Articles of Incorporation of the Company (incorporated by reference from the Form 10-SB filed with the Commission on February 27, 1998).*
   
3.2  By-laws of the Company (incorporated by reference from the Form 10-SB filed with the Commission on February 27, 1998).*
   
3.3 Certificate of Amendment to Articles of Incorporation dated effective March 30, 2007 (effecting a 1 share for 100 shares reverse stock split of outstanding common stock).  (incorporated by reference from the Form 10-KSB for the year ended December 31, 2006 filed with the Commission on April 12, 2007).*
   
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).*
   
31.1            Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2           Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1           Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2           Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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101.INS XBRL Instance Document**
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase**
   
101.LAB XBRL Taxonomy Extension Label Linkbase**
   
101.DEF XBRL Taxonomy Extension Definition Linkbase**
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase**
   
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 Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Centenary International Corporation
   
Date: March 23, 2012 By:  /s/ Carlos Fabian De Sousa
    Carlos Fabian De Sousa
    President, Sole Director, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.

 

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

 

Signature                   Title   Date
     
/s/ Carlos Fabian De Sousa                 Director   March 23, 2012
Carlos Fabian De Sousa    

  

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EXHIBITS

 

EXHIBIT            PAGE   
NO.   NO. DESCRIPTION
       
3.1             * Articles of Incorporation of the Company (incorporated by reference from the Form 10-SB filed with the Commission on February 27, 1998).
       
3.2               * By-laws of the Company (incorporated by reference from the Form 10-SB filed with the Commission on February 27, 1998).
       
3.3            * Certificate of Amendment to Articles of Incorporation dated effective March 30, 2007 (effecting a 1 share for 100 shares reverse stock split of outstanding common stock) (incorporated by reference from the Form 10-KSB for the year ended December 31, 2006 filed with the Commission on April 12, 2007).
       
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)
       
31.1             44 Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
31.2             46 Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
32.1              48 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
32.2             49 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
101.INS   ** XBRL Instance Document
       
101.PRE   ** XBRL Taxonomy Extension Presentation Linkbase
       
101.LAB   ** XBRL Taxonomy Extension Label Linkbase
       
101.DEF   ** XBRL Taxonomy Extension Definition Linkbase
       
101.CAL   ** XBRL Taxonomy Extension Calculation Linkbase
       
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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