CENTENARY INTERNATIONAL CORP, 10KSB, 1999-03-29

CENTENARY INTERNATIONAL CORP
10KSB, 1999-03-29
FARM PRODUCT RAW MATERIALS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1998.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission File Number 000-23851

CENTENARY INTERNATIONAL CORP.
(formerly, R&R Resources, Inc.)
(Exact name of registrant as specified in its charter)

Nevada 86-0874841
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

692 Madison Avenue, Third Floor, New York, NY 10021
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (212) 644-2113

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001
(Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

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

The Company had revenues of $113,163, 078 for its most recent fiscal year.

As of March 17, 1999, there were outstanding 18,963,500 shares of the
registrant's $.001 par value Common Stock, and the aggregate market value held
by non-affiliates was approximately $6,400,181.

<PAGE>
<TABLE>
<CAPTION>
Table of Contents

PART I

Item 1. Description of Business 1

Item 2. Description of Property 7

Item 3. Legal Proceedings 8

Item 4. Submission of Matters to a Vote of Security Holders 8

PART II

Item 5. Market for Common Equity
and Related Stockholder Matters 8

Item 6. Management's Discussion and Analysis 9

Item 7. Financial Statements 16

Item 8. Changes in and Disagreements with Accountant
on Accounting and Financial Disclosure 16

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 18

Item 10. Executive Compensation 19

Item 11. Security Ownership of Certain Beneficial Owners and Management 21

Item 12. Certain Relationships and Related Transactions 22

PART IV

Item 13. Exhibits and Reports on Form 8-K 24

SIGNATURES 26
</TABLE>

<PAGE>
PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

Centenary International Corp. (the "Company") conducts its operations
through its 99% owned subsidiary, Centenary S.A., and, as of February 1, 1999,
its 100% owned subsidiary, Platafreight S.A. References to the Company include
these subsidiaries. The Company's business is the international trading of food
commodities (agriproducts). The Company trades agriproducts such as wheat, corn
and other grains, poultry, beans, edible oils, other foods and livestock meal.
Beginning February 1, 1999, the Company provided freight forwarding services
through Platafreight S.A. The Company's executive office is located in New York
City. The Company's operations office is located in Buenos Aires, Argentina.

Almost all of the Company's operating revenues are generated outside of the
United States from customers worldwide. The Company conducts its food commodity
trading activities in the Pacific region, Mercosur (the South American Common
Market), the Mediterranean region, Russia and other nations of the former Soviet
Union, China and the Far East, Africa, the Middle East, the Caribbean and
Europe.

The company also owns and operates a 70,000 acre (24,000 hectares) ranch in
Argentina located near the city of Salta. The ranch was purchased primarily
to develop an olive tree grove and olive oil production facility. Current
operations of the ranch are insignificant to the overall operations of the
company. However, beginning with the first olive harvest and olive oil
production, expected in 2000, the Company anticipates tha t the olive oil
operation will increase significantly in future years. The ranch currently
includes 2,500 acres (1,000 hectares) of an olive tree grove, 12,000 acres
(5,000 hectares) for cattle breeding, 240 acres (100 hectares) of planted
tobacco and 720 acres (300 hectares) of planted alfalfa.

In December, 1998, the Company purchased an additional 82,000 acre ranch in
Argentina located near the city of Morillo, which will be legally transferred
to the Company in 1999.

For the year ended December 31, 1998, the Company had revenues of
$113,163,078 and a net pre tax profit of $852,447.

The Company's common stock is traded on the over-the-counter bulletin board
("OTC BB") under the trading symbol "RRRI".

<PAGE>
HISTORICAL

The Company was incorporated under Nevada law on June 10, 1997 under the
name Grayhawk Stained Glass, Inc. In November, 1997, the Company acquired Paint
Rock Energy, Inc., which was engaged in the oil and gas business, at which time
the Company changed its name to R&R Resources, Inc. In June, 1998, the Company
acquired Subsurface Energy Corp., which also was engaged in the oil and gas
business.

On November 12, 1998, the Company acquired 100% of the outstanding shares
of Centenary S.A., an Argentine corporation from the stockholders of Centenary
S.A. in exchange for 15,053,500 shares of the Company's common stock, which were
all issued to Centenary Group S.A. All of the former Directors of the Company
resigned, and the current Directors were appointed. Centenary Group S.A.
became a control person of the Company. The terms and conditions of the
acquisition were determined by the parties through arms length negotiations.
Subsequently, and pursuant to Argentina law which requires at least two entities
as owners of an Argentine corporation, the Company sold 1% of its equity in
Centenary S.A. to Centenary Group S.A., a Uruguayan corporation, for a note
receivable of $176,000.

Concurrent with the acquisition of Centenary S.A., the Company entered into
a Rescission Agreement ("Pilares Rescission Agreement") pursuant to which the
Company rescinded its prior Acquisition Agreement and Assignment with Pilares
Oil & Gas, Inc. ("Pilares"). Pursuant to this Acquisition Agreement and
Assignment, Pilares had conveyed 300,000 shares of Paint Rock Energy, Inc.
("Paint Rock") to the Company in exchange for 3,185,000 shares of common stock
of the Company. Paint Rock is in the oil and gas business. Pursuant to the
Pilares Rescission Agreement, Pilares tendered the 3,185,230 shares of the
Company's common stock to the Company, and the Company tendered the 300,000
shares of Paint Rock stock to Pilares. The 3,185,000 shares of the Company's
common stock were then canceled. At the time of this rescission, Pilares Oil &
Gas was a holder of approximately 13% of the common stock of the Company. The
terms and conditions of the rescission were determined by the parties through
arms length negotiations. However, no appraisal was conducted.

Also concurrent with the acquisition of Centenary S.A., the Company entered
into a Rescission Agreement ("Gassiot Rescission Agreement") pursuant to which
the Company rescinded its prior Acquisition Agreement and Assignment with Jimmy
M. Gassiot ("Gassiot"). Pursuant to this Acquisition Agreement and Assignment,
Gassiot had conveyed 50 shares of Subsurface Energy Corp. (ASubsurface") to the
Company which represented all of the shares of Subsurface then outstanding in
exchange for 2,060,000 shares of common stock of the Company. Subsurface is in
the oil and gas business. Pursuant to the Gassiot Rescission Agreement, Gassiot
tendered the 2,060,000 shares of the Company's stock to the Company, and the
Company tendered the 50 shares of Subsurface stock to Gassiot. The 2,060,000
shares of the Company's common stock were then canceled. At the time of this
rescission, Mr. Gassiot was a holder of approximately 10% of the common stock of
the Company. The terms and conditions of the

<PAGE>
rescission were determined by the parties through arms length negotiations.
However, no appraisal was conducted.

The Pilares Rescission Agreement and the Gassiot Rescission Agreement were
entered into concurrent with the acquisition of 100% of the stock of Centenary
S.A. and were conditions to the acquisition. The Board of Directors of the
Company determined that in view of the change of business operations of the
Company once the Centenary S.A. transaction was consummated that it would be in
the best interest of the Company to divest itself of its oil and gas businesses.

On February 1, 1999, the Company acquired Platafreight S.A., a freight
forwarder which had 1998 annual revenues of approximately $13,000,000.

The Company has 50,000,000 authorized shares of common stock of which
18,963,500 shares are outstanding as of December 31, 1998. Centenary Group S.A.,
an Uruguayan private corporation, owns approximately 79.4% of the shares of
common stock of the Company. Centenary Group S.A. has a website at
www.centenarygroup.com.

BUSINESS OPERATIONS

The Company currently operates primarily in one segment, which is the trading of
food commodities. During 1998, the Company had net revenues of $113,163,078 and
shipped 603,986 metric tons of food commodities. The Company buys, sells and
markets food commodities such as wheat and other grains, corn, beans, livestock
meal, edible oils, poultry and other foods. The Company's principal sources of
these products are South American agriproducers, such as silo operators and farm
cooperatives.

According to Mercado magazine, Centenary S.A. is ranked as the tenth
largest export firm in Argentina. Centenary S.A. began operations in 1991.

The Company's business involves the identification of the demand for
agriproducts internationally and fulfilling the need through its network of
agriproducers. The business consists of purchasing food commodities in the
country of origin from agriproducers, hiring ships in the world sea freight
market, shipping on a F.O.B. basis, borrowing on credit lines, obtaining the
buyer's collateral and selling the food commodities to a customer. The purchase
and sale often take place at approximately the same time.

World demand for agriproducts changes because of weather, economic,
political, geographical and other factors. The most important factors
influencing the trading of commodities are import regulations and taxes,
government foreign exchange policies and the balance of trade of the purchasing
country.

<PAGE>
Once demand for agriproducts has been identified, the Company searches to
find the required product among the supplying and exporting countries. The
Company coordinates the availability and quality of the merchandise, port
facilities, loading, freight, schedules, financing, guarantees, and control and
document requirements for each transaction.

The Company's sales consist primarily of high volume transactions. The
majority of the products have international specifications. The reference point
for prices is generally the spot or futures market in world trading centers. The
Company limits its market risk exposure in a each food commodity transaction by
often purchasing and selling at approximately the same time. Credit risk is
limited because the Company's customers are generally large, well-established
companies.

The principal customers of the Company are food producers and processors
worldwide. None of the Company's business is dependent on a single customer or a
few customers. No customer represents more than 10% of the Company's sales.

The Company's primary markets are: the Pacific, Caribbean, Middle East,
Russia and former Soviet countries, Africa, Mercosur (the South American Common
Market), China and the Far East. Sales to other countries in other regions are
in response to specific trading opportunities and are not necessarily recurring
in nature.

Revenues were $113,163,078 in 1998, and $105,857,354 in 1997. The Company
shipped 603,986 metric tons of food commodities in 1998 compared to 374,177
metric tons in 1997. The 7% increase in sales was attributable primarily to an
increase in volume of 61% at significantly lower selling prices than in 1997.
The lower prices are reflective of the commodities market in general in 1998.
See, Management's Discussion and Analysis.

SEASONALITY OF BUSINESS

In any year, the availability and price of food commodities are subject to
wide fluctuations due to unpredictable factors such as weather, planting
decisions of growers, government policies, economic conditions, changes in
global demand, and production of competitive or substitute crops. The Company's
ability to deliver and remain competitive is dependent on the availability of
sea and land transportation at reasonable prices.

Price variations caused by normal market volatility and availability (or lack
thereof) of agriproducts at harvest can cause wide fluctuations in the Company's
shipments to customers on a month to month basis. Markets for the Company's
products are highly price and service competitive.

PROPERTIES

Substantially all of the company's real estate and fixed assets are in
Argentina. The Company's executive offices in New York City are provided by an
officer of the Company. See, Certain Relationships and Related Transactions.
The Company owns a 5,000 square foot office in Buenos Aires, Argentina, from
which it manages its food commodities trading business.

<PAGE>
The Company also owns a 70,000 acre (24,000 hectares) ranch in Argentina
located in the near the city of Salta. The ranch was purchased for the
development of an olive tree grove and olive oil production facility. The olive
tree grove has not produced its first harvest yet and therefore currently does
not provide significant revenues.

The ranch currently has the following facilities:

(a) 2,500 acres (1,000 hectares) of olive tree grove containing 250,000
olive trees. The acreage is irrigated by modern, state-of-the art
systems imported from the United States consisting of four electric
wells, with each well producing an average water volume of 280,000
liters per hour. The orchard frame is designed to accommodate a 100
plant per acre density.

(b) A slaughterhouse, a cold-storage plant, a factory for manufacturing
pelletized alfalfa for resale as animal feed, and a tobacco curing
facility.

(d) 12,000 acres (5,000 hectares) for cattle breeding and a small herd of
cattle and steers, 240 acres (100 hectares) of planted tobacco and 720
acres (300 hectares) of planted alfalfa.

In December, 1998, the Company paid $3,000,000 for an additional 82,000
acre ranch in Argentina located near the city of Morillo, which the Company
plans to use for planting cotton and raising cattle, bringing the Company's
total ranch and farm acreage to 152,000 acres.

GROWTH STRATEGY

The Company believes that it will be necessary to obtain additional equity
or debt financing to effectuate its growth strategy.

Food Trading. If the Company obtains additional working capital, the
Company believes that it will be able to increase its commodities trading
activities using existing personnel and its present administrative and
commercial network. Such additional working capital would be used to increase
the Company's international trading business activities. For each additional
$8.40 of working capital, the Company believes it can increase annual revenues
by approximately $100.00. For example, if the Company were able to raise
$8,400,000 in additional working capital, revenues could increase by up to an
additional $100,000,000 annually. However, there can be no assurance that the
Company will be able to raise any additional capital, nor can there be any
assurance that the use of additional working capital will result in increased
sales.

<PAGE>
Olive Cultivation. The Company plans to increase the olive tree grove by
500,000 olive trees. These plans are subject to the Company raising additional
capital. Following such a planting, the Company would have 750,000 olive trees
on 7,500 cultivated acres (3,000 hectares) which would produce approximately
30,000 metric tons of olives per year.

Olive Oil Production. The Company plans to build an olive oil production
facility late in 1999. The capacity of the facility will be 5,000 metric tons of
bottled extra virgin oil under the registered trademark "Ampascachi."

Animal Feed Production. The Company anticipates expanding its production of
pelletized alfalfa to 25,000 metric tons annually and building an animal feed
production facility to complete the vertical integration of beef processing to
include a cattle ranch, a cattle feedlot, a slaughter house and a cold storage
facility.
PATENTS, TRADEMARKS AND LICENSES

Centenary S.A. has registered the trademarks "Centenary-Food for the
World", "Ampascachi" and "Nutrinor" in Argentina.

EMPLOYEES

The Company has approximately 60 full time employees of which 15 are in
management positions including corporate and administrative operations. None
of the Company's employees are represented by a union and the Company considers
its employee relations to be good. The Company outsources labor for its
agricultural operations.

RISK FACTORS

Recent Financial Results. The Company incurred a profit before taxes of
$852,447 for year ended December 31, 1998, and a profit before taxes of $284,156
for the year ended and December 31, 1997. In order to become more profitable,
the Company must increase its shipments/sales and/or increase profit margins.
There can be no assurance the Company will become consistently profitable and
the failure of the Company to do so could ultimately result in the inability of
the Company to pay its financial obligations as they become due.

<PAGE>
At December 31, 1998, the Company reported working capital of approximately
$8,809,948, and at December 31, 1997, the Company reported working capital of
approximately $4,817,742. The Company has historically funded its operations
through a combination of internally generated cash and short and long term
borrowing. In order to expand the scope of its business activities the Company
must obtain equity or debt financing on favorable terms. However, debt
financing may not be available to the Company and equity financing, if
available, could have a dilutive effect on existing shareholders. There can be
no assurance that the Company will be successful in raising capital through the
sale of equity or debt. The Company does not currently have material
commitments for capital expenditures and does not anticipate entering into any
such commitments during the next twelve months unless it is able to raise
additional capital.

Foreign Political Climate. The Company has customers worldwide. Any
change in a national or regional political climate could have a negative impact
on the Company, up to and including the complete loss of customer revenues from
a particular nation or region. The Company has never experienced significant
set backs in connection with the political climate in the countries of its
customers. Centenary S.A. discontinued its business with Cuba in November, 1998
when it became a subsidiary of the Company. The Company is also subject to
governmental regulation of food imports and exports.

International Transactions. The Company's international business
transactions are affected by: (i) fluctuations in the exchange rate of foreign
currencies, (ii) the routine or extraordinary foreign government control of the
transfer of funds across international borders; and (iii), to foreign taxes,
tariffs and duties. Any of the foregoing could adversely impact the Company.
The Company's contracts are denominated in U.S. dollars and paid in U.S.
dollars. The functional currency of the Company is the Argentina Peso. Since
1992, the exchange rate between the Argentina peso and the U.S. dollar has been
1:1.

Competition. Many of the Company's competitors are much larger firms and
have greater capital resources and marketing strengths. The Company believes
that it can compete effectively in such an environment. The Company is able to
efficiently sell Mercosur food products into a large international niche because
the Company's operational headquarters is located in a member nation of Mercosur
and the Company can make decisions without consulting a U.S. or European head
office.

ITEM 2. DESCRIPTION OF PROPERTY

OFFICE FACILITIES

The Company's principal U. S. executive office is located in shared office
space at 692 Madison Avenue, Third Floor, New York, NY 10021. The office space
is provided by an officer of the Company. See, Certain Relationships and
Related Transactions.

The Company's operations office is located in Buenos Aires, Argentina where
the Company owns a 5,000 square foot office. As of December 31, 1998, one
payment of $186,963 and four annual payments of $87,375 each remain on the
mortgage.

FARMING AND RANCHING FACILITIES

<PAGE>
The Company owns a 70,000 acre ranch in Argentina located near the city
of Salta. The ranch is collateral for certain debt of the Company. See, Note 6
to the Consolidated Financial Statements. In December, 1998, the Company
purchased an additional 82,000 acre ranch in Argentina located near the city of
Morillo, which will be legally transferred to the Company in 1999.

The Company believes that its facilities are adequate for its present
operations and that suitable additional facilities would be available in the
future on a reasonable basis.

ITEM 3. LEGAL PROCEEDINGS

Other than routine litigation incidental to the Company's business, there
are no legal proceedings of which management is aware and in which the Company
or its wholly-owned subsidiaries and any of their directors or officers are a
party.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The shareholders of the corporation adopted a resolution to change the name
of the Company to Centenary International Corp. at a special meeting of
shareholders held on December 21, 1998, by a shareholder vote of 16,131,083
votes for, 100 votes against and -0- votes abstaining

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock is currently traded on the over-the-counter
bulletin board ("OTC BB") under the symbol "RRRI." The following table sets
forth, for the periods indicated, the reported high and low closing bid
quotations for the common stock of the Company as reported on the OTC BB. The
bid prices reflect inter-dealer quotations, do not include retail markups,
markdowns or commissions and do not necessarily reflect actual transactions.

<TABLE>
<CAPTION>
QUARTER ENDED HIGH BID LOW BID
- ------------------ ---------- ---------
<S> <C> <C>

Inception through
June 30, 1997 $ (*) $ (*)
September 30, 1997 $ (*) $ (*)
December 31, 1997 $ 7.00 $ 6-1/2

March 31, 1998 $ 7-7/8 $ 6-1/2
June 30, 1998 $ 9-5/8 $ 7.00
September 30, 1998 $ 6-1/2 $ 4.00
December 31, 1998 $ 7-7/8 $ 1-1/4
<FN>

______________________________
(*) There were no reported bids on the Company's common stock during this
period. The Company was incorporated on June 10, 1997.
</TABLE>

<PAGE>
On March 24, 1999, the closing bid price for the common stock of the
Company on the OTC BB was $1-13/16 per share. On March 24, 1999, there were
approximately 553 stockholders of record of the common stock of the Company ,
including broker-dealers holding shares beneficially owned by their customers.

DIVIDENDS

The Company has not paid any cash dividends on its Common Stock and does
not expect to do so in the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following Management Discussion and Analysis of Financial Condition and
Results of Operations is qualified by reference to and should be read in
conjunction with, the Company's Consolidated Financial Statements and the Notes
thereto as set forth beginning on page F-1.

INFORMATION REGARDING AND FACTORS AFFECTING FORWARD LOOKING STATEMENTS

The Company is including the following cautionary statement in this Report
on Form 10-KSB to make applicable and take advantage of the safe harbor
provision of the Private Securities Litigation Reform Act of 1995 for any
forward-looking statements made by, or on behalf of the Company.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance and underlying assumptions and
other statements which are other than statements of historical facts. Certain
statements contained in this Report on Form 10-KSB are forward-looking
statements and the matters discussed in these forward-looking statements are
subject to risks and uncertainties which could cause actual results or outcomes
to differ materially from those expressed in the forward-looking statements.
The Company's forward-looking statements are expressed in good faith and are
believed by the Company to have a reasonable basis based on management's
examination of historical operating trends, data contained in the Company's
records and other data available from third parties, but there can be no
assurance that any matter discussed in a forward-looking statement will
ultimately be achieved, or if achieved, will have the same impact on the Company
as discussed in the forward-looking statement. In addition to those factors
already mentioned, other factors which could effect forward-looking statements
are the ability of the Company to obtain financing on favorable terms, the
success of the Company's olive oil, animal feed, cattle feeding and meat
processing operations, demand and supply factors for food commodities,
competitive factors, weather conditions, crop yield and failures, crop
oversupply, geopolitical changes, import restrictions in countries of customers,
the effect of inflation and government regulation. The Company has no obligation
to update or revise any forward-looking statements to reflect future events.

<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA

The following table set forth selected financial data for the years ended
December 31,
1998 and 1997. The information is derived from the audited Consolidated
Financial Statements of the Company, which have been audited by Grant Thornton
Buenos Aires, the Company's independent public accountants. This table should
be read in conjunction with Management's Discussion and Analysis, and the
Company's Consolidated Financial Statements and Notes thereto included elsewhere
herein.

<TABLE>
<CAPTION>
Year ended December 31,
------------ -------------
1998 1997
(stated in US Dollars)
<S> <C> <C>

Net sales $113,163,078 $105,857,354
============ =============

Operating income (loss) $ 2,020,645 $ (445,210)
============ =============

Net income $ 781,422 $ 143,034
============ =============

Per share amounts:

Basic and diluted earnings $ .04 $ .01
============ =============

Cash dividends None None

Total Assets at December, 31 $ 25,138,355 $ 32,895,850
============ =============

Long term debt at December, 31 $ 12,235,708 $ 6,500,000
============ =============
</TABLE>

As noted in Note 1 of the Consolidated Financial Statements, on November
12, 1998, Centenary International Corp. (formerly, R&R Resources, Inc.) acquired
all of the outstanding stock of Centenary S.A. The business combination of
Centenary International Corp. and Centenary S.A. is a reverse acquisition
whereby Centenary International Corp. (a non-operating public shell at the
combination date) acquired an operating company, Centenary S.A.

The combination is accounted for as a recapitalization and all assets and
liabilities of Centenary S.A. are recognized at historical cost. The
Consolidated Financial Statements include the accounts of Centenary
International Corp. and Centenary S.A. as if the business combination occurred
as of January 1, 1997.

The Company was incorporated during 1997. Consequently no financial
information is provided for periods prior to 1997.

<PAGE>
OVERVIEW

The Company currently operates primarily in one segment, which is the
trading of food commodities. The Company buys, sells and markets food
commodities such as wheat and other grains, corn, beans, livestock meal, edible
oils, poultry and other foods. The Company's principal sources of these products
are South American agriproducers, such as silo operators and farm cooperatives.

The Company's sales consist primarily of high volume transactions. The
majority of the products have international specifications. The reference point
for prices is generally the spot or futures market in world trading centers. The
Company limits its market risk exposure in a each food commodity transaction by
purchasing and selling at approximately the same time. Credit risk is limited
because the Company's customers are generally large, well-established companies.

The Company's primary markets are: the Pacific, Caribbean, Middle East,
Russia and former Soviet countries, Africa and Mercosur (the South American
Common Market).

The Company also owns a 70,000 acre (24,000 hectares) ranch in Argentina
located near the city of Salta. The ranch was purchased for the development
of an olive tree grove and olive oil production facility. The olive grove is
currently under development and no commercial production is anticipated until
2000. Ranch operations are currently not significant to revenues.

<PAGE>
RESULTS OF OPERATIONS

General. The following table sets forth, for the periods presented, the
percentage of net sales represented by certain items in the Company's
Consolidated Statements of Operations:

Net sales 100% 100%

Cost of goods sold 79.5 83.9
------- -----
Gross profit 20.5 16.1

Selling expenses 15.2 13.6

Administrative expenses 3.5 2.9
------- -----

Operating income (loss) 1.8 (.4)

Other income (net) 1.0 1.2

Interest expense 2.0 .6
------- -----

Income before income taxes and
minority interests .8 .2

Income taxes .1 .1

Minority interest in subsidiary --- ---
------- -----

Net income (loss) .7% .1%
======= =====
</TABLE>

<PAGE>
Revenues. Net revenues increased 7% from $105.9 million in 1997 to $113.2
million in 1998. During 1998, the Company shipped 603,986 metric tons of food
commodities compared to 374,177 metric tons in 1997. The 7% increase in sales
was attributable primarily to a 61% increase in volume at significantly lower
prices than in 1997. The lower prices reflect commodity prices in 1998. The
following table sets forth sales revenues by region for 1998 and 1997:

<TABLE>
<CAPTION>
Geographical Area 1998 1997
- ----------------------------- ------------- ------------
<S> <C> <C>

Pacific $ 47,291,994 $ 33,581,349

Caribbean 31,836,783 44,142,242

Middle East 13,646,363 ---

Russia and ex- Soviet Nations 10,291,249 14,671,321

Africa 4,914,520 2,053,009

Mercosur 2,122,169 6,204,364

China and Far East 3,060,000 244,754

Mediterranean Counties --- 4,390,000

Europe and other --- 570,315
------------- ------------

$ 113,163,078 $105,857,354
============= ============
</TABLE>

Sales to the Pacific region increased by $13.7 million in 1998 compared to
1997 due to increased demand as a result of the negative impact on local food
production because of the El Nino weather system. Corresponding to this increase
in sales was a decrease in sales to the Caribbean area where the Company's gross
margins are lower.

Sales to Middle Eastern countries were $13.6 million in 1998, and sales to
African countries increased $2.9 million in 1998 compared to 1997, as a result
of the Company's strategy to develop these market areas.

Sales to Russia and ex-Soviet countries decreased $4.3 million in 1998
compared to 1997 due to local economic problems in 1998.

<PAGE>
Sales to Mercosur countries decreased $4.1 million in 1998 compared to 1997
due to decreased sales to Brazil and decreased sales due to the Company's
disposition (sale) of the Marigold processing facility.

Sales in China, the Far East, Mediterranean countries and Europe occur when
the Company is able to identify a unique marketing opportunity, rather than as a
result of ongoing business relationships. Therefore, sales to these geographic
areas are not as predictable as sales to other geographic regions. Sales to
China and the Far East increased $2.8 million in 1998 compared to 1997, and
sales to Mediterranean countries decreased $4.4 million in 1998 compared to
1997.

Seasonality of Sales. The Company's revenues arise primarily following the
harvest season. In 1998, approximately 54% of revenues were generated during
March, April and May.

Cost of sales. The cost of sales increased from $88.9 million in 1997 to
$90 million in 1998. The cost of sales as a percentage of revenues decreased
4.4% from 83.9% in 1997 to 79.5% in 1998. Cost as a percent of sales decreased
from 1997 levels due primarily to increased sales in 1998 of $13.7 million in
the Pacific region and 13.6 million to Middle Eastern countries (at higher gross
margins than other markets), and decreased sales in 1998 of $12.3 million to the
Caribbean region (at lower gross margins than other markets).

Selling expenses. Selling expenses increased from $14.4 million in 1997 to
$17.2 million in 1998. As a percent of revenues, selling expenses increased
from 13.6% in 1997 to 15.2% in 1998. Selling expenses include freight charges,
importation fees, bank charges and sales commissions. Selling expenses in 1998
increased primarily because of an increase of $2.1 million in freight charges.

Administrative expenses. Administrative expenses increased $.9 million in
1998 compared to 1997. As a per cent of sales, administrative expenses increased
from 2.9% in 1997 to 3.5% in 1998 primarily because of increases in expenses of
$.2 million in depreciation, $.2 million in professional fees and $.1 million in
salaries.

Other income and expenses. Other income decreased from $1.4 million in
1997 to $1.1 million in 1998. In 1998, other income includes a $1.1 million
gain on the sale of trademark. In 1997, other income includes a gain of $1.1
million from the sale of the right to a special Provincial incentive payment for
olive oil production.

Interest expense. Interest expense increased $1.6 million in 1998 compared
to 1997. The increase in interest expense was attributable to the $7.3 million
increase in long term debt partially offset by a decrease in short term
borrowing of $4.9 million and additional interest incurred in discounts on
extensions of letters of credit to banks in connection with sales to customers
in Middle Eastern countries.

<PAGE>
Income taxes. Income taxes decreased $65,412 or 46% in 1998 compared to
1997. This decrease was due to a reduction in the effective tax from 49.6% in
1997 to 8.9% in 1998. The decrease in the effective tax rate was primarily due
to the effect of the sale of the trademark.

LIQUIDITY AND CAPITAL RESOURCES

Operating activities used $2.6 million in 1998 and $4.7 million in 1997.
The decrease in cash used in 1998 was primarily attributable to a decrease in
accounts payable of $12.6 million partially offset by a decrease in accounts
receivable and other receivables of $9.1 million, and a decrease of $.5 million
in inventories. In 1997, cash used was primarily from an increase in
accounts receivable and other receivables of $10.7 million offset by an increase
in accounts payable of $5.6 million.

Investing activities utilized $2.4 million in 1998 and $4.8 million in
1997. During 1998 the Company invested $6.1 million in capital assets which
includes $2.1 million in land improvements made in connection with the
development of the olive tree grove, and $3 million in December, 1998 for the
purchase of additional ranch land for future development. Funds were provided
from the proceeds of the sale of the Marigold processing facility in the amount
of $1 million and in the amount of $2.6 million from the sale of the trademark.
During 1997, the Company spent $2.7 million for purchase of fixed assets and
$2.1 million for the purchase of a trademark.

Financing activities provided $3.9 million in 1998 and $8.6 million in
1997. In 1998, the Company received $1.5 million from the issuance of stock.
In addition, the Company converted approximately $6 million of accounts payable
into long term debt. This loan is for commodity purchases and is collateralized
by the 70,000 acre ranch located near Salta, Argentina. The remaining loan
balance is to be repaid in ten semi-annual payments of $500,000 commencing March
1999, escalating to $850,000 in 2001. During 1998, the increase in the loan
for the development of the olive tree grove was $733,534. During 1998, the
Company repaid $4.9 million of short-term debt. In 1997, cash was provided by
an additional $4 million in capital, $2.9 million in short term debt and $1.6
million in long term debt.

The Company contemplates raising capital through a private or public
placement of equity or debt. If such an offering is successful, the Company
anticipates that the primary uses of this capital would be to expand the food
commodities trading business first, and then to develop the olive grove and
olive oil production facility. The Company's growth, expansion, and liquidity
and capital resources will be significantly affected by its ability to raise
additional capital.

The Company does not currently have material commitments for capital
expenditures and does not anticipate entering into any such commitments during
the next twelve months unless it is able to raise additional capital.

<PAGE>
INFLATION

The Company operates in certain countries that have experienced high rates
of inflation and hyper-inflation in the past. However, all transactions are
denominated in U.S. dollars. Therefore, inflation has not had a material impact
on the Company's results of operations during the periods presented herein.
Further, the Company does not expect inflation to have a material impact on the
Company in the future. However, the future impact of inflation on the Company
is unknown.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June, 1998, FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which establishes accounting and reporting
standards for derivative instruments and for hedging activities. Statement No.
133 will have not have an impact on the Company because the Company does not
currently engage in hedging activities and does not hold derivative instruments.

IMPACT OF YEAR 2000

The Company does not believe that year 2000 issues will materially affect
the Company. The Company believes that its systems are year 2000 compliant. The
Company has communicated with its banks, suppliers and customers and believes
that the systems of its banks, suppliers and customers are year 2000 compliant.
No additional costs related to year 2000 compliance are anticipated by the
Company.

ITEM 7. FINANCIAL STATEMENTS

The information required hereunder is included in the Company's
Consolidated Financial Statements and the Notes thereto as set forth beginning
on page F-1.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND FINANCIAL
DISCLOSURE

Mr. Kurt D. Saliger, C.P.A. ("Saliger"), conducted the audits of Centenary
International Corp., formerly R&R Resources, Inc. (the "Company") for the nine
month period ended September 30, 1998, and for the year ended December 31,1997.
Saliger was dismissed on January 7, 1999. There were no disagreements on
accounting matters or financial disclosures. Kurt D. Saliger, C.P.A. has
provided the Company with a letter pursuant to Regulation S-B.

<PAGE>
(a) On January 7, 1999, the Company engaged Grant Thornton ("Grant
Thornton") as its independent accountant. The decision to engage Grant
Thornton as the Company's independent accountant was approved by the
Company's Board of Directors. Grant Thornton has been the independent
auditor of Centenary S.A., a subsidiary of the Company, and Grant
Thornton has substantial experience in global accounting matters.

(b) In a report dated November 4, 1998, Saliger reported on the Company's
financial statements as of September 30, 1998, and the related
statements of operations, stockholders' equity and cash flows for the
nine months then ended. In a report dated August 20, 1998, Saliger
reported on the Company's financial statements as of June 30, 1998,
and the related statements of operations, stockholders' equity and
cash flows for the six months then ended. In a report dated January
12, 1998, Saliger reported on the Company's financial statements of
December 31, 1997, and the related statements of operations,
stockholders' equity and cash flows for the period from inception
(June 10, 1997) to December 31, 1997. None of these reports contained
an adverse opinion or disclaimer of opinion, nor was such report
qualified or modified as to uncertainty, audit scope, or accounting
principles.

(c) Since inception (June 10, 1997) and through the present, there were no
reportable events requiring disclosure pursuant to Item 304 of
Regulation S-B.

(d) Effective January 7, 1999, the Company engaged Grant Thornton as its
independent accountant. During the two years ended December 31, 1998
and 1997, neither the Company nor anyone on the Company's behalf
consulted Grant Thornton regarding either the application of
accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Company's financial statements, nor has Grant Thornton provided to the
Company a written report or oral advice regarding such principles or
audit opinion.

<PAGE>
PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table sets forth the directors and executive officers of the
Company. There is no family relationship between any of the Directors.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------- --- --------------------------------------------
<S> <C> <C>

Hector A. Patron Costas 46 Director, Chairman, Chief Executive Officer,
Secretary and Chief Financial Officer

Eduardo Sagarnaga 42 Director and President of Centenary S.A.

Claudio Roman 42 Director and Assistant Secretary

John Tonelli 34 President of Centenary International Corp.
</TABLE>

Directors are elected annually and hold office until the next annual
meeting of the stockholders of the Company or until their successors are elected
and qualified. Officers serve at the discretion of the Board of Directors.
There is no family relationship between or among any of the directors and
executive officers of the Company.

BIOGRAPHIES

Hector A. Patron Costas, age 46, was appointed Director, Chairman,
Secretary and Chief Financial Officer of the Company in November, 1998. In
1999, Mr. Patron Costas assumed the role of Chief Executive Officer of the
Company. Mr. Patron Costas has been a Director of Centenary S.A. since its
founding, and he has been a senior manager of Centenary S.A. since that time.
Mr. Patron Costas attended the School of Economics at the University of Buenos
Aires.

Eduardo Sagarnaga, age 42, was appointed Director and President of the
Company in November, 1998. Mr. Sagarnaga is the founder and has been the
principal owner and President of Industrial Technologia SRL since 1990, which is
an engineering services firm specializing in aircraft. Since the beginning of
1998, Mr. Sagarnaga has also been the President of Global Tech, SA, which is a
trading firm and industrial engineering firm specializing in the sale and
leasing of and installation of industrial equipment, trucks, and supplies. Mr.
Sagarnaga has a B.S. degree in industrial engineering from the Catholic
University of Salta Argentina.

<PAGE>
Claudio Roman, age 42, was appointed Director and Assistant Secretary in
November, 1998. Mr. Roman has had a law practice in Houston, Texas since 1985.
He graduated from the University of Houston with a Bachelor of Arts in Political
Science in 1980. He received his Doctor of Jurisprudence degree from the
University of Houston College of Law in 1984, and was admitted to the Bar of the
State of Texas in the same year. In 1985, he was admitted to the Bar of
Washington D.C. and to practice in the Federal Courts for the Southern District
of Texas as well as the Fifth Circuit Court of Appeals. His law practice
includes representation of the United States branches of several multinational
corporations and assisting these clients with all aspects of corporate law, from
drafting or documents to contract negotiation. He is fluent in English, Spanish
and Italian.

John Tonelli, age 34, was appointed President in March, 1999. Mr. Tonelli is
presently a principal of International Venture Partners, LLC, an investment
banking firm specializing in Latin American corporate and real estate
transactions. From 1992 to 1999, Mr. Tonelli was an associate and later a
special counsel at the law firm of Cadwalader, Wickersham & Taft, where he
established and managed the firm's Latin American law practice. Mr. Tonelli
has a B.A. degree, 1987, from Colombia University in Comparative Literature, and
a law degree and an M.B.A. degree, 1992, from Fordham University. Mr. Tonelli
is licensed to practice law in New York. Mr. Tonelli is fluent in Spanish and
Italian.

CERTAIN SECURITIES FILINGS

The Company believes that the reports required by Section 16(a) of the
Exchange Act have been filed timely by Hector A. Patron Costas, Eduardo
Sagarnaga, Claudio Roman , John Tonelli, and Guillermo A. Aguilar Penalva and
Centenary Group S.A.

ITEM 10. EXECUTIVE COMPENSATION

The compensation during the last three years of the CEO is set forth below. No
other executive officer received compensation greater than $100,000 during that
period.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE (1)

ANNUAL LONG-TERM
COMPENSATION COMPENSATION AWARDS
ALL
SECURITIES PAYOUTS OTHER
NAME AND RESTRICTED UNDERLYING COM-
PRINCIPAL STOCK OPTIONS/ LTIPS PENSA-
POSITION YEAR SALARY BONUS OTHER AWARDS SARS PAYOUTS TION
<S> <C> <C> <C> <C> <C> <C> <C> <C>

CEO
Hector A. Patron Costas
1998 $72,333 $105,000 -0- -0- -0- -0- -0-
1997 $71,619 $110,000 -0- -0- -0- -0- -0-
1996 $63,100 $ 90,000 -0- -0- -0- -0- -0-
<FN>
_________________________
(1) This compensation received from Centenary S.A., a subsidiary of the Company.
</TABLE>

<PAGE>
DIRECTOR COMPENSATION

The Company does not currently pay any cash director's fees, but it pays
the expenses, if any, of its directors in attending board meetings.

EMPLOYMENT AGREEMENTS

Prior to being appointed President, John Tonelli was a consultant to the
Company under a six month consulting agreement which commenced in February,
1999. Although Mr. Tonelli is now the President of the Company, he continues to
be compensated pursuant to the consulting agreement. The consulting agreement
provides that Mr. Tonelli will receive $15,000 for the first month of the
consulting agreement and $10,000 per month thereafter. Mr. Tonelli could
receive additional compensation under the consulting agreement if certain goals
are achieved. In connection with the consulting agreement, Mr. Tonelli provides
the Company with executive office space in New York City.

The Company does not have any employment agreements or compensation plans
with any other employee or director.

<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of March 22, 1999,
with respect to the beneficial ownership of shares of Common Stock by (i) each
person who is known to the Company to beneficially own more than 5% of the
outstanding shares of Common Stock, (ii) each director of the Company, (iii)
each executive officer of the Company and (iv) all executive officers and
directors of the Company as a group. Unless otherwise indicated, each
stockholder has sole voting and investment power with respect to the shares
shown.

<TABLE>
<CAPTION>
NUMBER OF PERCENT CLASS OF
NAME SHARES OWNED OF CLASS SECURITIES
- -------------------------------- -------------- ---------- ------------
<S> <C> <C> <C>

Hector A. Patron Costas 6,021,400 (1) 31.7% (1) Common Stock
Florida 670 2nd Floor
Buenos Aires, Argentina

Eduardo Sagarnaga 100,000 0.1 % Common Stock
Florida 670 2nd Floor
Buenos Aires, Argentina

Claudio Roman -0- 0.0% Common Stock
12000 Westheimer, Suite 215
Houston, Texas 77077

Centenary Group S.A. 15,053,500 79.4 % Common Stock
Juncal 1327 D-P. 18 Ap. 1801
Montevideo, Uruguay

Guillermo A. Aguilar Penalva 6,021,400 (1) 31.7% (1) Common Stock
Florida 670 2nd Floor
Buenos Aires, Argentina

John Tonelli -0- 0.0% Common Stock
692 Madison Avenue, Third Floor
New York, NY 10021

All Directors and
Executive Officers
as a group (4) 15,153,500 79.9 % Common Stock
<FN>
__________________________
(1) Mr. Patron Costas and Mr. Penalva are control persons of Centenary Group
S.A. and the number of shares and the percentage of class of securities
reflected herein are shares which are indirectly owned.
</TABLE>

<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board of Directors of the Company has adopted a policy that Company
affairs will be conducted in all respects by standards applicable to
publicly-held corporations and that the Company will not enter into any
transactions and/or loans between the Company and its officers, directors and 5%
stockholders unless the terms are no less favorable than could be obtained from
independent, third parties and will be approved by a majority of the
independent, disinterested directors of the Company.

<PAGE>
rescission were determined by the parties through arms length negotiations.
However, no appraisal was conducted.

Centenary Group S.A. owns 79.4 % of the Company. Centenary Group S.A. is
also the control person of some vendors to the Company who provide services in
the ordinary course of business. The cost of these services are negotiated and
provided to the Company at competitive rates. The Company purchased $26,834,867
in 1998, and $9,659,315 in 1997 of products, and $6,566,049 of services in
1998, and $9,231,815 in 1997 of services from affiliated companies. The Company
provides certain administrative services and pays certain expenses for an
affiliated company, which reimbursed the Company for these expenses in the
amounts of $2,105,540 in 1998, and $634,590 in 1997.

Claudio Roman, a Director, may receive compensation as a consultant to the
Company on certain legal and other matters.

<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(A) EXHIBITS

EXHIBIT NO.

3.1.1 * Articles of Incorporation. Incorporated by reference to the Company's
Form 10-SB filed February 27, 1998.

3.1.2 ** Amendment to Articles of Incorporation.

3.2.1 * Bylaws. Incorporated by reference to the Company's Form 10-SB filed
February 27, 1998.

3.2.2 ** Amendment to Bylaws.

3.3 ** Specimen of common stock certificate.

10.1 * Stock Exchange Agreement effective November 12, 1998 between the
Company and Certain Stockholders of Centenary S.A. Incorporated by
reference to the Company's Form 8-K filed November 17, 1998.

10.2 * Rescission Agreement between the Company and Pilares Oil & Gas, Inc.
Incorporated by reference to the Company's Form 8-K filed November 17,
1998.

10.3 * Rescission Agreement between the Company and Jim M. Gassiot.
Incorporated by reference to the Company's Form 8-K filed November 17,
1998.

10.4 ** Consulting Agreement with John Tonelli.

16.1 * Letter from Kurt Saliger. Incorporated by reference to the Company's
Form 8-K filed January 13, 1999.

21.1 ** Subsidiaries.

27.1 ** Financial Data Schedule for the year ended December 31, 1998.

27.2 ** Financial Data Schedule for the year ended December 31, 1997.
_______________________

* Incorporated by reference
** Filed herewith

<PAGE>
(B) REPORTS ON FORM 8-K

The Company filed the following reports on Form 8-K during the last quarter
of its fiscal year ended December 31, 1998, and through February 12, 1999:

(i) On November 17, 1998, the Company filed a Current Report on Form 8-K
dated November 12, 1998 reporting the acquisition and disposition of
assets.

(ii) On December 22, 1998, the Company filed a Current Report on Form 8-K
dated December 21, 1998, reporting the change of name of the Company
to Centenary International Corp.

(iii)On January 13, 1999, the Company filed a Current Report on Form 8-K
dated January 7, 1999, reporting a change in independent auditors.

(iv) On January 28, 1999, the Company filed a Current Report on Form 8-K
Amendment No. 1 dated November 12, 1998 reporting the financial
statements in connection with the acquisition of assets reported in
the earlier Form 8-K.

(v) On February 12, 1999, the Company filed a Current Report on Form 8-K
dated February 1, 1999, reporting other events.

<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

CENTENARY INTERNATIONAL CORP.

March 24, 1999 By: /s/ Hector A. Patron Costas
--------------------------
Hector A. Patron Costas
Director, Chairman, Secretary,
Chief Executive Officer
and Chief Financial 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 Company
and in the capacities and on the dates indicated.

March 24, 1999 By: /s/ Hector A. Patron Costas
--------------------------
Hector A. Patron Costas
Director, Chairman, Secretary,
Chief Executive Officer
and Chief Financial Officer

March 24, 1999 By: /s/ Eduardo Sagarnaga
------------------
Eduardo Sagarnaga
Director

March 24, 1999 By: /s/ Claudio Roman
--------------
Claudio Roman
Director and Assistant Secretary

<PAGE>
CENTENARY INTERNATIONAL CORP.

CONSOLIDATED FINANCIAL STATEMENTS

(FORM 10-KSB)

SECURITIES AND EXCHANGE COMMISSION

FOR THE YEAR ENDED DECEMBER 31, 1998

(WITH INDEPENDENT AUDITORS' REPORT THEREON)

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------

Board of Directors and Shareholders
CENTENARY INTERNATIONAL CORP. AND SUBSIDIARY

We have audited the accompanying consolidated balance sheets of CENTENARY
INTERNATIONAL CORP. AND SUBSIDIARY as of December 31, 1998 and 1997, and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the two years in the period ended December 31, 1998. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in Argentina which are in substantial agreement with those in the United States
of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
CENTENARY INTERNATIONAL CORP. AND SUBSIDIARY as of December 31, 1998 and 1997,
and the consolidated results of their operations and their consolidated cash
flows for each of the two years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles in the United States of
America.

Grant Thornton
Buenos Aires
March 2, 1999

F-2
<PAGE>
<TABLE>
<CAPTION>
CENTENARY INTERNATIONAL CORP.
-----------------------------

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 1998 AND 1997
------------------------------------------------------------
(Stated in US Dollars)

1998 1997
---------------- ----------------
<S> <C> <C>
ASSETS
- ------

CURRENT ASSETS
- --------------

Cash $ 37,336 $ 1,168,099
Accounts receivable, net of allowance for doubtful
accounts of 291,868 and 107,196 in 1998 and 1997 respectively 8,731,673 11,769,658
Other receivables (note 2) 5,580,157 11,619,484
Deferred tax asset (note 11) 102,153 69,707

Inventories 0 523,359
Properties held for sale (note 3) 0 971,353
--------------- ---------------
Total current assets 14,451,319 26,121,660
--------------- ---------------

Property, plant and equipment (note 4) 10,687,036 4,941,872

Trademark (note 5) 0 1,832,318
---------------- ----------------
10,687,036 6,774,190
---------------- ----------------
Total assets $ 25,138,355 $ 32,895,850
================ ================

LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------

CURRENT LIABILITIES
- -------------------

Accounts payable $ 2,025,242 $ 14,581,255
Short term debt (note 6) 826,876 5,702,789
Long term debt - current portion (note 6) 1,723,201 173,092
Accrued payroll and related expenses 129,895 87,722
Taxes payable 432,201 287,069
Customers advances 360,050 326,158
Other liabilities 143,906 145,833
--------------- ---------------
Total current liabilities 5,641,371 21,303,918
--------------- ---------------

Accounts payable long term 77,306 111,178
Long term debt (note 6) 12,235,708 6,500,000
Advanced capital contribution (note 8) - 4,000,000
Taxes payable 26,216 -
Minority interest 71,578 -
---------------- ----------------
Total non-current liabilities 12,410,808 10,611,178
---------------- ----------------
Total liabilities 18,052,179 31,915,096
---------------- ----------------

SHAREHOLDERS' EQUITY
- --------------------

Common stock, $.001 par value, 50,000,000 shares
authorized; 18,963,500 and 3,910,000 shares issued and
outstanding in December 1998 and 1997 respectively 18,963 3,910
Paid in capital 7,981,037 2,496,090
Retained earnings (deficit) (737,824) (1,519,246)
Receivable from sale of stock (176,000) -
---------------- ----------------
Total shareholders' equity 7,086,176 980,754
---------------- ----------------
Total liabilities and shareholders' equity $ 25,138,355 $ 32,895,850
================ ================
</TABLE>

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

F-3
<PAGE>
<TABLE>
<CAPTION>
CENTENARY INTERNATIONAL CORP.
-----------------------------

CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(Stated in US Dollars)

1998 1997
----------------- ------------------
<S> <C> <C>
Net sales $ 113,163,078 $ 105,857,354

Cost of goods sold 89,908,460 88,860,220
----------------- ------------------
Gross profit 23,254,618 16,997,134

Selling expenses 17,248,674 14,401,745

Administrative expenses 3,985,299 3,040,599
----------------- ------------------
Operating income (loss) 2,020,645 (445,210)

Other income, net 1,118,224 1,378,777

Interest expense 2,286,422 649,411
----------------- ------------------
Income before income taxes and
minority interest 852,447 284,156

Income taxes (note 11) 75,710 141,122

Minority interest in subsidiary 4,685 -
----------------- ------------------
Net income $ 781,422 $ 143,034
================= ==================
Earnings per share, basic and diluted $ .04 $ .01
================= ==================
</TABLE>

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

F-4
<PAGE>
<TABLE>
<CAPTION>
CENTENARY INTERNATIONAL CORP.
-----------------------------

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
----------------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(Stated in US Dollars)

Common stock Paid in Receivable from Retained
------------------------
Shares Amount capital sale of stock earnings (deficit) Total
------------- --------- ------------- ------------- ---------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996 - $ - $ - $ - $ - $ -

Issuance of common stock for cash 10,000 10 4,990 - - 5,000
Issuance of common stock for cash 75,000 75 14,925 - - 15,000
Forward stock split, 39 shares to 1 3,315,000 3,315 - - - 3,315
Forward stock split, 6 shares to 1 510,000 510 - - - 510
Merger with Centenary S.A. - - 2,476,175 - (1,662,280) 813,895

Net income - - - - 143,034 143,034
------------- --------- ------------- ------------- ---------------- --------------
Balance, December 31, 1997 3,910,000 3,910 2,496,090 - (1,519,246) 980,754

Issuance for reverse acquisition and
additional capital 15,053,500 15,053 5,484,947 - - 5,500,000

Net income - - - - 781,422 781,422
Receivable from sale of stock - - - (176,000) - (176,000)
------------- --------- ------------- ------------- ---------------- --------------
Balance, December 31, 1998 18,963,500 $ 18,963 $ 7,981,037 $ (176,000) $ (737,824) $ 7,086,176
============= ========= ============= ============= ================ ==============
</TABLE>

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

F-5
<PAGE>
<TABLE>
<CAPTION>
CENTENARY INTERNATIONAL CORP.
-----------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(Stated in US Dollars)

1998 1997
---------------- ----------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
- ---------------------------------------------------------
Net income $ 781,422 $ 143,034
---------------- ----------------
Adjustments to reconcile net income to net cash:
Loss on sale of property 65,863 -
Depreciation of fixed assets 149,471 140,556
Amortization of intangible assets 375,244 276,880
Gain on sale of trademark (1,091,755) -
Changes in assets, liabilities and shareholders' equity:
Accounts receivables 3,037,985 (1,742,446)
Other receivables 6,039,327 (9,001,851)
Receivable from sale of stock (176,000) -
Inventories 523,359 (199,700)
Deferred tax asset (32,446) (69,707)
Accounts payable (12,589,885) 5,632,397
Accrued payroll and related expenses 42,173 68,497
Taxes payable 171,348 (38,605)
Advances of customers 33,892 115,407
Other liabilities (1,927) 15,511
Minority interest 71,578 -
---------------- ----------------
(2,600,351) (4,660,027)
---------------- ----------------
INVESTING ACTIVITIES
- ---------------------------------------------------------

Purchase of fixed assets (6,072,793) (2,704,605)
Purchase of intangible assets (1,171) (2,101,888)
Proceeds of sale of fixed assets 7,295 -
Proceeds of sale of property held for sale 1,076,353 -
Proceeds of sale of trademark 2,550,000 -
---------------- ----------------
(2,440,316) (4,806,493)
---------------- ----------------
FINANCING ACTIVITIES
- ---------------------------------------------------------

Net borrowings (repayments) of short term debt (4,875,913) 2,943,598
Borrowings-long term debt 7,285,817 1,618,092
Issuance of common stock 5,500,000 -
Advanced capital contribution (4,000,000) 4,000,000
---------------- ----------------
Net cash provided (used in) financing activities 3,909,904 8,561,690
---------------- ----------------

NET INCREASE (DECREASE) IN CASH (1,130,763) (904,830)
- ---------------------------------------------------------

CASH AT THE BEGINNING OF THE YEAR 1,168,099 2,072,929
- ---------------------------------------------------------
---------------- ----------------
CASH AT THE END OF THE YEAR $ 37,336 $ 1,168,099
- ---------------------------------------------------------
================ ================
Supplemental cash flow information:

Cash paid for incomes taxes $ 338,980 $ -
Cash paid for interest 2,024,144 793,184
Non cash transaction

Transfer of properties to property held for sale $ - $ 971,353
================ ================
</TABLE>

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

F-6
<PAGE>
CENTENARY INTERNATIONAL CORP.
-----------------------------

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(stated in US Dollars)

1. Summary of significant accounting policies
----------------------------------------------

Business
- --------

On November 12, 1998, CENTENARY INTERNATIONAL, CORP. (formerly R&R, Inc.)
acquired the outstanding stock of CENTENARY S.A. The merger of CENTENARY
INTERNATIONAL CORP. and CENTENARY S.A. is a reverse acquisition where CENTENARY
INTERNATIONAL CORP. (a non-operating public shell at the merger date) acquired
an operating company, CENTENARY S.A.

The merger is accounted for as a recapitalization and all assets and liabilities
of CENTENARY S.A. are recognized at historical cost. The financial statements
include the accounts of CENTENARY INTERNATIONAL CORP. and CENTENARY S.A. as if
they were merged as of January 1, 1997.

CENTENARY S.A., is an Argentine Company which primarily trades commodities and
agriproducts internationally. The primary commodities and agriproducts which the
Company trades are wheat, corn, livestock, meal and poultry. The Company
identifies and fulfulls the demand in foreign markets for agricultural,
livestock and agroindustrial surplus of Mercosur (South American Common Market).

CENTENARY S.A. also operates an Argentine ranch which was acquired for the
development of an olive grove.

Basis of presentation
- -----------------------

The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States.

Principles of consolidation
- -----------------------------

The consolidated financial statements include the accounts of the Company and
its majority owned subsidiary CENTENARY S.A. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Allowance for doubtful accounts
- ----------------------------------

Management provides an allowance for doubtful accounts when collection of
accounts receivable is in doubt.

F-7
<PAGE>

CENTENARY INTERNATIONAL CORP.
-----------------------------

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(stated in US Dollars)

Inventories
- -----------

Inventories include merchandise for sale at the lower of cost or market. The
cost of inventories has been determined using the first-in first-out method.

Properties held for sale
- ---------------------------

Properties held for sale are carried at the lower of cost or estimated selling
price less cost of disposal.

Property, plant and equipment
- --------------------------------

Property, plant and equipment are stated at cost. Breeding cattle are carried at
purchase price or the lower of accumulated maintenance costs or market.
Expenditures for betterments are capitalized. Costs of maintenance and repairs
are expensed.

Depreciation is provided using the straight line method over the estimated
useful lives of the related depreciable assets.

Intangibles
- -----------

Intangible assets consist of patents and trademarks carried at cost less
accumulated amortization.

Amortization is provided over the estimated life of five years.

The carrying value of intangibles is reviewed if facts and circumstances
indicate that they may be impaired.
If this review indicates that the intangibles will not be recoverable, as
determined based on undiscounted cash flows of the related product, the
Company's carrying value will be reduced by the estimated shortfall of cash
flows.

Revenue recognition
- --------------------

Revenue is recognized when the product is shipped.

Income taxes
- -------------

The Company uses the liability method for accounting for income taxes. Under the
liability method, deferred tax assets and liabilities are determined based on
the difference between the financial statement and tax bases of assets and
liabilities as measured by the current enacted tax rates which will be in effect
when these differences reverse. Income tax expense is the tax payable for the
period and the change during the period in deferred tax assets and liabilities.

F-8
<PAGE>
CENTENARY INTERNATIONAL CORP.
-----------------------------

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(stated in US Dollars)

Advertising costs
- ------------------

Advertising costs are expensed as incurred.

Foreign currency translation
- ------------------------------

The financial statements of CENTENARY S.A. are translated from pesos to US
Dollars using an actual and average exchange rate of $ 1 = US$ 1 for the years
presented. Beginning in the year ending December 31, 1998, substantially all
trading transactions are denominated in US Dollars.

Earnings per share
- --------------------

Basic earnings per share is computed by dividing net income by the 18,963,500
shares outstanding of the combined companies as if the reverse acquisition
occurred January 1, 1997.

Diluted earnings per share is equivalent to basic earnings per share because
there are no potentially dilutive equivalents.

Fair value of financial instruments
- ---------------------------------------

The carrying value of financial instruments approximates fair value. The
Company's financial instruments are accounts receivable, accounts payable, short
term debt and long term debt. The Company does not have any off-balance sheet
financial instruments or derivatives.

Use of estimates
- ------------------

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

F-9
<PAGE>
CENTENARY INTERNATIONAL CORP.
-----------------------------

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(stated in US Dollars)

2. Other receivables
------------------

<TABLE>
<CAPTION>
1998 1997
------------- ----------------
<S> <C> <C>
Related party (note 7) $ 1,790,859 $ 8,937,931
Receivables from sale of trademark 1,530,000 -
Refundable tax credits 1,251,148 897,383
Receivable, Platafreight, S.A. 291,986 -
Other receivables 279,375 520,479
Receivable, Sale of Marigold Plant 271,000 -
Advances to directors 142,233 145,870
Notes receivable 23,556 1,117,821
------------- ----------------
$ 5,580,157 $ 11,619,484
============= ================

Allowance for bad debts:

Beginning of year $ 107,196 $ 107,196
Provision for bad debts 184,672 84,788
Charge-off - (84,788)
------------- ----------------
End of year $ 291,868 $ 107,196
============= ================
</TABLE>

3. Properties held for sale
---------------------------

The Florida Street office was sold during June, 1998, for approximately $
105,000.

At December 31, 1997, the Marigold plant was held for sale. The property was
written down by $ 211,233 in 1997 to its estimated realizable value. The
property was sold in the year ended December 31, 1998, for approximately $
1,100,000.

F-10
<PAGE>
CENTENARY INTERNATIONAL CORP.
-----------------------------

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(stated in US Dollars)

4. Property, plant and equipment
--------------------------------

<TABLE>
<CAPTION>
Estimated
useful life 1998 1997
----------- ---------------- ----------------
<S> <C> <C> <C>
Land, ranch - $ 4,376,000 $ 1,992,000
Buildings, ranch 50 years 1,094,000 498,000
Buildings, office 50 years 699,000 172,097
Land improvements, ranch 50 years 2,908,373 755,953
Machinery 10 years 817.694 662.757
Furniture and fixtures 10 years 430,482 380,902
Olive trees - 373,219 222,318
Breeding livestock - 191,699 273,907
Motor vehicles 5 years 112,673 118,552
Growing cattle - 14,774 46,793
--------------- ----------------
11,017,914 5,123,279

Accumulated depreciation (330,878) (181,407)
--------------- ----------------
$ 10,687,036 $ 4,941,872
================ ================
</TABLE>

5. Trademark
---------

<TABLE>
<CAPTION>
1998 1997
--------------- ----------------
<S> <C> <C>
Trademark $ - $ 2,110,660

Accumulated amortization - (278,342)
--------------- ----------------
$ - $ 1,832,318
================ ================
</TABLE>

F-11
<PAGE>
CENTENARY INTERNATIONAL CORP.
-----------------------------

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(stated in US Dollars)

6. Debt
----

<TABLE>
<CAPTION>
1998 1997
------------- -------------
<S> <C> <C>
Short term debt

Bank loans $ 511,199 $ 1,970,825
Bank notes - 3,362,754
Bank overdraft 315,677 369,210
------------- -------------
$ 826,876 $ 5,702.789
============= =============
</TABLE>

The Company has a bank loan of 511,199 for the financing of exports which is due
April, 1999. The interest rate is LIBOR (London Interbank Offered Rate) (5.17%
to December 31, 1998) plus 3%.

<TABLE>
<CAPTION>
1998 1997
---------------- --------------
<S> <C> <C>
Long term debt:

Bank loans $ 7,513,014 $ 6,673,092
Vendor loans 5,909,432 -
Office purchase loan 536,463 -
Less current maturities, included
in long term debt-current portion (1,723,201) (173,092)
---------------- --------------
$ 12,235,708 $ 6,500,000
================ ==============
</TABLE>

The Company has bank loans of $ 5,115,403 for the prefinancing of exports. The
loans are collateralized by the ranch. One loan requires repayment of $
3,082,833 and is due in 44 monthly payments of $ 68,182 beginning February 22,
1999 and the interest rate is 14%. The other loan requires repayment of $
2,032,570 and is due at the Company's option at six month intervals until
August, 2002 and the interest rate is LIBOR (London Interbank Offered Rate)
(5.17% at December 31, 1998) plus 2%.

The Company also has a bank loan of $ 2,397,611 for financing the development of
the olive grove. The loan is collateralized by the ranch. The interest rate is
LIBOR (London Interbank Offered Rate ) (5.17% at December 31, 1998) plus 4.5%.
Repayment of this loan is due in 5 annual payments of $ 600,000 beginning
August, 2000.

The Company has vendor loan of $ 5,909,432 for commodities purchases. The loan
is collateralized by the ranch. The interest rate is 12%. Repayment of this loan
is due in 1 payment of $ 105,000, 4 semi-annual payments of $ 500,000 beginning
March, 1999 and 6 semi-annual payments of $ 850,000 beginning February, 2001.

F-12
<PAGE>
CENTENARY INTERNATIONAL CORP.
-----------------------------

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(stated in US Dollars)

The Company has an office purchase loan of $ 536,463 for the purchase of the
administrative office. The loan is collateralized by the office. The interest
rate is 10%. Repayment of this loan is due in 1 payment of $ 186,963 and 4
annual payments of $ 87,375 beginning January, 2000.

Maturities of long-term debt for the next five years at December 31, 1998, are
as follows:

<TABLE>
<CAPTION>
<S> <C>
1999 $ 1,723,201
2000 1,866,005
2001 2,634,026
2002 4,545,871
2003 2,049,423
Thereafter 1,140,383
--------------
$ 13,958,909
==============
</TABLE>

7. Related party transactions
----------------------------

Other receivables include amounts due from affiliated companies of $ 1,790,859
and $ 8,937,931 in 1998 and 1997 respectively.

The Company purchased $ 26,834,867 and $ 9,659,315 of products and $ 6,566,049
and $ 9,231,815 of services from affiliated companies, during 1998 and 1997. In
addition, the Company provides certain administrative services and pays certain
expenses for an affiliated company. The affiliated company reimbursed the
Company for these costs totaling $ 2,105,540 and $ 634,590 during 1998 and 1997.

8. Advanced capital contribution
-------------------------------

As of December 31, 1997 certain shareholders of CENTENARY S.A.contributed cash,
which was converted to common stock in the year ended December 31, 1998,
following authorization for the issuance of stock at the December 31, 1997
Shareholders Meeting.

9. Restricted retained earnings
------------------------------

According to the Argentine laws, 5% of the net earnings of CENTENARY S.A.,
calculated in accordance with generally accepted accounting principles in
Argentina, for the year should be appropriated to increase the legal reserve up
to 20% of common stock. At December 31, the legal reserve amounted to $ 47,681.

In previous years the shareholders designated $ 95,057 of retained earnings as a
general reserve.

Retained earnings related to the legal and general reserves are not available
for dividends.

F-13
<PAGE>
CENTENARY INTERNATIONAL CORP.
-----------------------------

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(stated in US Dollars)

10. Other income
-------------

In 1998, the trademark was sold for $ 2,550,000 and the related gain was
approximately $ 1,090,000.

In 1997, the Company sold the right to a special Provincial incentive payment
for olive oil production to a third party for 1,100,000.

11. Income taxes
-------------

The components of income tax expense are as follows:

<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Current

Federal $ 108,156 $ 210,829
State and local - -
------------ ------------
Total income taxes current 108,156 210,829

Deferred tax benefit (32,446) (69,707)
------------ ------------
Income taxes $ 75,710 $ 141,122
============ ============
</TABLE>

The income tax provision reconciled to the tax computed at the statutory Federal
rate is:

<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Tax at statutory rate 35.0% 33.0%

Amortization of trademarks - 29.6%
Non deductible board remuneration - (8.2)%
Basis of trademark sold (17.3)% -
Other deductions (8.8)% (4.8)%
---------- ----------
8.9% 49.6%
=========== ===========
</TABLE>

F-14
<PAGE>
CENTENARY INTERNATIONAL CORP.
-----------------------------

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(stated in US Dollars)

Significant components of the Company's deferred tax assets at December 31, 1998
and 1997 are as follows:

<TABLE>
<CAPTION>
1998 1997
----------- ---------
<S> <C> <C>
Deferred tax assets due to:

Allowance for doubtful accounts $ 102,153 $ -
Property held for sale, write-down - 69,707
---------- --------
$ 102,153 $ 69,707
=========== =========
</TABLE>

12. Segment information
--------------------

The Company's operations involve, basically, a single industry segment, trading
commodities and agriproducts internationally. In the future when the olive grove
has been developed there will be an additional segment. The geographic areas in
which the Company operates are the Pacific, Mercosur, Mediterranean, Russia
and ex - Soviet, China and Far East, Africa, Arab Countries, Caribbean and
Europe. Net sales by geographical area were as follows:

<TABLE>
<CAPTION>
1998 1997
---------------- ----------------
<S> <C> <C>
Pacific $ 47,291,994 $ 33,581,349
Caribbean 31,836,783 44,142,242
Middle East 13,646,363 -
Russia and ex - Soviet 10,291,249 14,671,321
Africa 4,914,520 2,053,009
China and Far East 3,060,000 244,754
Mercosur 2,122,169 6,204,364
Mediterranean Countries - 4,390,000
Europe, other - 570,315
--------------- ---------------
$ 113,163,078 $ 105,857,354
================ ================
</TABLE>

The Company has no identificable assets in other countries than Argentina.

F-15
<PAGE>
CENTENARY INTERNATIONAL CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------

FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
----------------------------------------------
(stated in US Dollars)
----------------------

13. Subsequent events (unaudited)

On February 1, 1999, the Company purchased Platafreight S.A., a privately held
company in Uruguay in the sea freight business.

The purchase price was $ 1,268,000 for all the issued and outstanding
Platafreight stock.

The transaction is expected to be accounted for as a purchase.

For 1998, Platafreight S.A. had net sales of $ 13,008,217 and net income of $
901,080 .

F-16
<PAGE>

Exhibit 3.1.2 Amendment to Articles of Incorporation

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
R&R RESOURCES, INC.

We, the undersigned, Eduardo Sagarnaga, President of R&R Resources, Inc. and
Hector A. Patron Costas, Secretary of R&R Resources, Inc. do hereby certify:

That pursuant to Nevada Revised Statutes '78.385 and'78.390, the undersigned
corporation adopted the following Articles of Amendment to its Articles of
Incorporation.

Article I of the Articles of Incorporation is amended in its entirety to
read:

1. The name of the corporation shall be Centenary International Corp.

The Board of Directors recommended and consented to this change and amendment on
November 16, 1998.

The shareholders of the corporation adopted a resolution to change and amend the
Articles of Incorporation at a duly convened meeting of shareholders held on
December 21, 1998 by a shareholder vote of:

16,131,083 votes for

100 votes against

-0- votes abstaining

which shareholder vote approved the amendment by at least a majority of each
class of stock outstanding and entitled to vote thereon.

R&R Resources, Inc.
by /s/ Eduardo Sagarnaga
-----------------------
Eduardo Sagarnaga
President

by /s/ Hector A. Patron Costas
-------------------------------
Hector A. Patron Costas
Secretary and Chief Financial Officer

<PAGE>
STATE OF TEXAS

COUNTY OF HARRIS

BEFORE ME, the undersigned authority, on this day personally appeared
Eduardo Sagarnaga, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he executed the same for the
purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL of office this 21st day of December, 1998.

[Notary Seal) /s/ Vivian Tipps
NOTARY PUBLIC IN AND FOR THE
STATE OF TEXAS

STATE OF TEXAS

COUNTY OF HARRIS

BEFORE ME, the undersigned authority, on this day personally appeared
Hector A. Patron Costas, known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that he executed the same for
the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL of office this 21st day of December, 1998.

[Notary Seal) /s/ Vivian Tipps
NOTARY PUBLIC IN AND FOR THE
STATE OF TEXAS

<PAGE>

WRITTEN CONSENT OF DIRECTORS
IN LIEU OF DIRECTORS' MEETING
OF
R&R RESOURCES, INC.
-------------------
A Nevada Corporation

We, the undersign, being all of the directors of R&R Resources, Inc., a
Nevada corporation, do hereby give our written consent, in lieu of a meeting of
the Board of Directors of said corporation, to the adoption of the following
resolutions:

RESOLVED that the Bylaws of this corporation be, and they hereby are,
amended to add the following new Section 11 to Article VI thereof:

"Section 11. The provisions of Section 78.378-78.3793 of Nevada
Revised Statutes shall not apply to the company."

Dated the 10th day of November, 1998.
----

/S/ WILLIAM DAVID BATTS /S/ NORMA G. E. ELTRINGHAM
- -------------------------- ------------------------------
WILLIAM DAVID BATTS NORMA G. E. ELTRINGHAM

/S/ WILLIAM DAVID BATTS /S/ WELDON E. KEEL
- -------------------------- ---------------------
WILLIAM DAVID BATTS WELDON E. KEEL

/S/ THOMAS PHILLIP PAGE /S/ WAYNE SMITH
- -------------------------- -----------------
THOMAS PHILLIP PAGE WAYNE SMITH

/S/ BILLY BOB WILLIAMS
-------------------------
BILLY BOB WILLIAMS

<PAGE>

INCORPORATED IN THE STATE OF NEVADA

CENTENARY INTERNATIONAL CORP.
50,000,000 AUTHORIZED SHARES
PAR VALUE: $0.01 PER SHARE

CUSIP #: 15134R 10 7

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

CENTENARY INTERNATIONAL CORP.
Transfereable on the cooks of the corporation in person or by duly authorized
attorney upon surrender of this Certificate property endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.

Witness the facsimile seal of the corporation and the facsimile signatures of
its duly authorized officers.

Dated:

[CENTENARY INTERNATIONAL CORP.
CORPORATE NEVEDA
CORPORATE SEAL]

/S/ EDVARDO SAGARNAGA /S/ HECTOR A. PATRON COSTAS
- ---------------------- ----------------------------
President Secretary

<PAGE>

February 6, 1999

Eduardo Sagarnaga
President
Centenary International Corp.
1200 Westheimer - Suite 215
Houston, TX 77077

Hector Patron Costas
Director
Centenary S.A.
Beunos Aires, Argentina

Dear Hector & Eduardo,

This letter confirms the terms of our agreement under which John Tonelli
(Tonelli) will be engaged by Centenary International Corporation, including its
successors, subsidiaries or its affiliates (Centenary).

Tonelli's principle responsibility will be to represent Centenary's
interests in the United States, to establish, develop and execute a ling term
financing strategy for Centenary and to address Centenary's immediate capital
funding needs. Tonelli shall also use best efforts to promote Centenary's
corporate goals and increase its global market share.

Tonelli shall direct Centenary's day-to-day operations and maintain the
company in good standing. Tonelli shall report directly to the board of
directors and provide periodic accounts of Centenary's activities to its board
of directors. The offices of Centenary shall be located at 692 Madison Avenue
and shall be shared with International Venture Partners, LLC. Tonelli shall
establish and maintain a bank account for Centenary. Centenary S.A. shall be
responsible for funding such account as stipulated below.

The term of this agreement shall be six (6) months from the date hereof,
unless extended by manual agreement of the parties hereto. This agreement shall
be governed by the laws of the State of New York.

Centenary shall pay Tonelli a compensation $15,000 for the first month and
$10,000 for each month thereafter, by wire transfer to the account of
International Venture Partners, LLC on the first business day of the month. The
first payment of $15,000 shall be made upon execution of this agreement.
Centenary S.A. shall deposit sufficient funds into Centenary's bank account to
pay Tonelli's compensation and all expenses related to Centenary's operations,
other than expenses for the use of office space, local telephone charges and
utilities, provided that such expenses are agreed to in advance by you.

<PAGE>
In addition to the compensation mentioned above Centenary shall pay Tonelli
a performance fee equivalent to ten percent (10%) of the amount of any capital
raised by Centenary from the date hereof until April 30, 1999. Thereafter,
Centenary shall pay Tonelli a performance fee of 9% on any capital raised by
Centenary from June 1, 1999 until June 30, 1999, 5% of any capital raised
Centenary from July 1, 1999 to July 31, 1999, net of reasonable transaction fees
and expenses. Such performance fee shall be paid to Tonelli at closing in the
form of equity securities in Centenary. The value of such equity securities
paid to Tonelli hereunder shall be calculated at 50% of the average price of
Centenary's shares as quoted in The Wall Street Journal over the previous five
(5) business days. Tonelli may elect to receive up to fifty (50%) of his
performance fee in cash.

If within twenty-four (24) months following the termination or expiration
of this agreement a financing transaction is closed Centenary shall pay Tonelli
a performance fee equivalent to five percent (5%) of the amount of any capital
raised by Centenary. Tonelli will not be entitled to receive a performance fee
from the funding Centenary expects to receive from Richard Johnson.

Centenary and Centenary S.A. agree to indemnify and hold Tonelli harmless
against any and all claims that may arise in connection with the performance of
his duties hereunder, provided, however, that neither Centenary nor Centenary
S.A. shall be responsible for Tonelli's gross negligence or willful misconduct.

If the above correctly sets forth our understanding please sign where
indicated below.

Sincerely yours,

John Tonelli AGREED AND ACCEPTED

Centenary S.A.

/s/ Hector Patron Costas
---------------------------
Hector Patron Costas

Centenary International Corp.

/s/ Eduardo Sagarnaga
-----------------------
Eduardo Sagarnaga

Exhibit 21.1 Subsidiaries

Centenary S.A., an Argentine corporation, 99% owned by the Company as of
December, 1998.

Platafreight S.A., an Uruguayan corporation, 100% owned by the Company as of
February, 1999.

<PAGE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S AUDITED CONSOLIDATED BALANCE SHEET AS OF DEC 31, 1998 AND AUDITED
CONSOLIDATED STATEMENT OF OPERATIONS FOR [YEAR] THEN ENDED AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 37336
<SECURITIES> 0
<RECEIVABLES> 9023541
<ALLOWANCES> 291868
<INVENTORY> 0
<CURRENT-ASSETS> 14451319
<PP&E> 11017914
<DEPRECIATION> 330878
<TOTAL-ASSETS> 25138355
<CURRENT-LIABILITIES> 5641371
<BONDS> 12235708
<COMMON> 8000000
0
0
<OTHER-SE> (913824)
<TOTAL-LIABILITY-AND-EQUITY> 25138355
<SALES> 113163078
<TOTAL-REVENUES> 113163078
<CGS> 89908460
<TOTAL-COSTS> 110957761
<OTHER-EXPENSES> (1118224)
<LOSS-PROVISION> 184672
<INTEREST-EXPENSE> 2286422
<INCOME-PRETAX> 857132
<INCOME-TAX> 75710
<INCOME-CONTINUING> 781422
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 781422
<EPS-PRIMARY> .04
<EPS-DILUTED> .04

</TABLE>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S AUDITED CONSOLIDATED BALANCE SHEET AS OF DEC 31, 1997 AND AUDITED
CONSOLIDATED STATEMENT OF OPERATIONS FOR [YEAR] THEN ENDED AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 1168099
<SECURITIES> 0
<RECEIVABLES> 11876854
<ALLOWANCES> 107196
<INVENTORY> 523359
<CURRENT-ASSETS> 26121660
<PP&E> 5123279
<DEPRECIATION> 181407
<TOTAL-ASSETS> 32895850
<CURRENT-LIABILITIES> 21303918
<BONDS> 6500000
<COMMON> 2500000
0
0
<OTHER-SE> (1519246)
<TOTAL-LIABILITY-AND-EQUITY> 32895850
<SALES> 105857354
<TOTAL-REVENUES> 105857354
<CGS> 88860220
<TOTAL-COSTS> 106217776
<OTHER-EXPENSES> (1378777)
<LOSS-PROVISION> 84788
<INTEREST-EXPENSE> 649411
<INCOME-PRETAX> 284156
<INCOME-TAX> 141122
<INCOME-CONTINUING> 143034
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 143034
<EPS-PRIMARY> .01
<EPS-DILUTED> .01

</TABLE>