As Filed With the Securities and Exchange Commission on September 27, 2007 Registration No. 333-______ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CENTAURUS RESOURCES CORP. (Name of small business issuer in its charter) Delaware 1000 26-0687353 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.) 721 Devon Court San Diego, CA 92109 Tel: (858) 488-4433 (Address and telephone number of principal executive offices) Joseph I. Emas 1224 Washington Avenue Miami Beach, FL 33139 (305) 531-1174 FAX (305) 531-1274 (Name, address and telephone number of agent for service) Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE ================================================================================ Title of Each Proposed Proposed Class of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registration Registered Registered Share (2) Price (3) Fee (1) - -------------------------------------------------------------------------------- Common Stock, Shares 1,000,000 $0.025 $25,000 $0.77 ================================================================================ (1) Registration Fee has been paid via Fedwire. (2) The offering price was arbitrarily determined by Centaurus Resources Corp. (3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"). THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 2007 THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. CENTAURUS RESOURCES CORP. PROSPECTUS ---------- 1,000,000 SHARES COMMON STOCK AT $.025 PER SHARE ---------- This is the initial offering of common stock of Centaurus Resources Corp. and no public market currently exists for the securities being offered. We are offering for sale a total of 1,000,000 shares of common stock at a price of $.025 per share. The offering is being conducted on a self-underwritten, best effort, all-or-none basis, which means our officer and/or director, Robert C. Weaver, Jr. will attempt to sell the shares. This Prospectus will permit our officer and/or director to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. Mr. Weaver will sell the shares and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, he will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. We intend to open a standard, non-interest bearing, bank checking account to be used only for the deposit of funds received from the sale of the shares in this offering. If all the shares are not sold and the total offering amount is not deposited by the expiration date of the offering, the funds will be promptly returned to the investors, without interest or deduction. The shares will be offered at a price of $.025 per share for a period of one hundred and eighty (180) days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 90 days. The offering will end on __________, 200__ (date to be inserted in a subsequent amendment). Offering Price Proceeds to Company Per Share Commissions Befoe Expenses --------- ----------- -------------- Common Stock $0.025 Not Applicable $25,000 Total $0.025 Not Applicable $25,000 Centaurus Resources Corp. is an exploration stage company and currently has no operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a total loss of your investment. Our independent auditor has issued an audit opinion for Centaurus Resources Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. As of the date of this prospectus, our stock is presently not traded on any market or securities exchange and there is no assurance that a trading market for our securities will ever develop. THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS ENTITLED "RISK FACTORS" ON PAGES 6 THROUGH 12 BEFORE BUYING ANY SHARES OF CENTAURUS RESOURCES CORP.'S COMMON STOCK. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES COMMISSION HAS BEEN CLEARED OF COMMENTS AND IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED SEPTEMBER 27, 2007 PROSPECTUS ---------- CENTAURUS RESOURCES CORP. 1,000,000 SHARES COMMON STOCK ---------- TABLE OF CONTENTS Page ---- Summary 3 Glossary of Geological Terms 4 Risk Factors 6 Use of Proceeds 12 Determination of Offering Price 12 Dilution 13 Plan of Distribution 13 Legal Proceedings 15 Director, Executive Officers, Promoters and Control Persons 15 Security Ownership of Certain Beneficial Owners and Management 16 Description of Securities 17 Interest of Named Experts and Counsel 17 Experts 18 Disclosure of Commission Position of Indemnification for Securities Act Liabilities 18 Organization Within Last Five Years 18 Description of Business 18 Management's Discussion and Analysis or Plan of Operation 28 Description of Property 31 Certain Relationships and Related Transactions 32 Market for Common Equity and Related Stockholder Matters 32 Executive Compensation 33 Financial Statements 34 Changes in and Disagreements with Accountants and Financial Disclosure 34 Until ninety days after the date this registration statement is declared effective, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 2 SUMMARY AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US," "OUR," AND "CENTAURUS" REFERS TO CENTAURUS RESOURCES CORP. THE FOLLOWING SUMMARY IS NOT COMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK. CENTAURUS RESOURCES CORP. We are an exploration stage company engaged in the acquisition and exploration of mineral properties. Centaurus Resources Corp. was incorporated in the State of Delaware on July 23, 2007. We intend to use the net proceeds from this offering to develop our business operations (See "Business of Company" and "Use of Proceeds"). We are an exploration stage company with no revenues or operating history. The principal executive offices are located at 721 Devon Court, San Diego, CA 92109. We received our initial funding of $15,000 through the sale of common stock to our director who purchased 1,500,000 shares of common stock at $.01 per share on August 13, 2007. From inception until the date of this filing, we have had no operating activities. Our financial statement from inception (July 23, 2007) through the year ended August 31, 2007 report no revenues and a net loss of $9,027. Our independent auditor has issued an audit opinion for Centaurus Resources Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern. We currently own a 100% undivided interest in a mineral property, the Whale 1 & 2 Lode Claims located in the State of Nevada that we call the "Whale Property." The Whale Property consists of an area of approximately 40 acres located in the Yellow Pine Mining District in Clark County, Nevada. Title to the Whale Property is held by Centaurus Resources Corp. Our plan of operation is to conduct mineral exploration activities on the Whale Property in order to assess whether it possess deposits of minerals capable of commercial extraction. We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such deposits are discovered, that we will enter into further substantial exploration programs. As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop. THE OFFERING The Issuer: Centaurus Resources Corp. Securities Being Offered: 1,000,000 shares of common stock Price Per Share: $0.025 Duration of Offering: The shares are offered for a period not to exceed 180 days, unless extended by our board of director for an additional 90 days. Net Proceeds: $25,000 Securities Issued and Outstanding: 1,500,000 shares of common stock were issued and outstanding as of the date of this prospectus. 3 Registration Costs: We estimate our total offering registration costs to be $5,000. Risk Factors: See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. GLOSSARY OF TECHNICAL GEOLOGICAL TERMS The following defined technical geological terms are used in our prospectus: Anglesite A native sulphate of lead. It occurs in white or yellowish transparent, prismatic crystals. Azurite Blue carbonate of copper; blue malachite. Basalt A general term for dark-colored mafic igneous rocks, commonly extrusive but locally intrusive (e.g., as in dikes). Breccia A rock in which angular fragments are surrounded by a mass of fine-grained minerals. Brecciated The formation of angular rock fragments. Calamine A white mineral; a common ore of zinc. Carbonate A salt or ester of carbonic acid. Cerussite A mineral consisting of lead carbonate that is an important source of lead. Chrysocolla A hydrous silicate of copper, occurring massive, of a blue or greenish blue color. Cinnabar A heavy reddish mineral consisting of mercuric sulfide; the chief source of mercury. Clastic Fragments of minerals, rocks, or organic structures that have been moved individually from their places of origin. Cretaceous Rocks laid down during the last period of the Mesozoic era (between the Jurassic and Tertiary periods, about 146 to 65 million years ago), at the end of which dinosaurs and many other organisms died out. Diamond drill(ing) A rotary type of rock drill in which the cutting is done by abrasion rather than percussion. The cutting bit is set with diamonds and is attached to the end of long hollow rods through which water or other fluid is pumped to the cutting face as a lubricant. The drill cuts a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter. Fault Zones A network of interconnected fractures representing the surficial expression of a fault. Fold A planar feature, such as a bedding plane, that has been strongly warped, presumably by deformation. 4 Galena The chief ore of lead, commonly found in shallow ore veins in which open cavities are frequent; hence, crystals are common and well developed. Galena is widely distributed and constitutes by far the most important ore for lead. Silver, antimony, arsenic, copper, and zinc minerals often occur in intimate association with galena; consequently, galena ores mined for lead also include other valuable by-products. Granite Plutonic igneous rock having visibly crystalline texture; generally composed of feldspar and mica and quartz. Hydrozincite An abundant element of the magnesium-cadmium group, extracted principally from the minerals zinc blend, smithsonite, calamine, and franklinite, as an easily fusible bluish white metal, which is malleable, especially when heated. Igneous A type of rock which has been formed by the consolidation of magma, a molten substance from the earth's core. Intrusive A body of igneous rock formed by the consolidation of magma intruded into other rocks, in contrast to lavas, which are extruded upon the surface. Jurassic Second Period of Mesozoic Era, which covered span of time between 190 - 135 million years before the present time. Limestone A bedded, sedimentary deposit consisting chiefly of calcium carbonate. Limonite A widely occurring iron oxide ore; a mixture of goethite and hematite and lepidocrocite. Lode A mineral deposit in solid rock. Malachite Green mineral used as an ore of copper and for making ornamental objects. Mesozoic One of the eras of geologic time. It includes the Triassic, Jurassic and Cretaceous periods. Mineralization The concentration of metals and their chemical compounds within a body of rock. Monte Cristo Limestone Formation A local name for a geological series of rocks. Normal Fault A dip-slip fault in which the block above the fault has moved downward relative to the block below. Ore A mixture of minerals and gangue from which at least one metal can be extracted at a profit. Oxidization A chemical reaction caused by exposure to oxygen that results in a change in the chemical composition of a mineral Paleozoic Rocks that were laid down during the Paleozoic Era (between 544 and 230 million years before the present time). Porphyritic Containing relatively large isolated crystals in a mass of fine texture. Porphyry A heterogeneous rock characterized by the presence of crystals in a relatively finer-grained matrix. 5 Pyrite The most common of the sulphide minerals. It is usually found associated with other sulphides or oxides in quartz veins, sedimentary rock and metamorphic rock, as well as in coal beds, and as the replacement mineral in fossils. Quartz A mineral whose composition is silicon dioxide. A crystalline form of silica. Sedimentary A type of rock which has been created by the deposition of solids from a liquid. Smithsonite Native zinc carbonate. It generally occurs in stalactitic, reniform, or botryoidal shapes, of a white to gray, green, or brown color. Stratigraphy Strictly, the description of bedded rock sequences; used loosely, the sequence of bedded rocks in a particular area. Structural Pertaining to geologic structure. Tertiary Relating to the first period of the Cenozoic era, about 65 to 1.64 million years ago. Thrust Faults (Faulting) A dip-slip fault in which the upper block above the fault plane moves up and over the lower block, so that older strata are placed over younger. Trenching The removal of overburden to expose the underlying bedrock. Triassic The system of strata that was deposited between 210 and 250 million years before the present time. Vein An occurrence of ore with an irregular development in length, width and depth usually from an intrusion of igneous rock. RISK FACTORS An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment. RISKS ASSOCIATED WITH OUR COMPANY: WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE NOT YET COMMENCED EXPLORATION ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE. We have not yet commenced exploration on the Whale 1 & 2 Lode Claims. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on July 23, 2007 and to date have been involved primarily in organizational activities and the acquisition of the mineral claims. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Prior to completion of our 6 exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if production of minerals from the claims is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR BUSINESS PLAN. Our current operating funds are less than necessary to complete the intended exploration program on our mineral claim. We will need the funds from this offering to complete our business plan. As of August 31, 2007, we had cash in the amount of $5,973. We currently do not have any operations and we have no income. WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE FINANCING. AS A RESULT, OUR ACCOUNTANT BELIEVES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN. We have accrued net losses of $9,027 for the period from our inception on July 23, 2007 to August 31, 2007, and have no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our mineral claims. These factors raise substantial doubt that we will be able to continue as a going concern. Chang G. Park, CPA, our independent auditor, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result we may have to liquidate our business and you may lose your investment. You should consider our auditor's comments when determining if an investment in Centaurus Resources Corp. is suitable. BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL EXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE. You should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The Whale Property does not contain a known body of any commercial minerals and, therefore, any program conducted on the Whale Property would be an exploratory search of any minerals. There is no certainty that any expenditures made in the exploration of the Whale Property will result in discoveries of any commercial quantities of minerals. Most exploration projects do not result in the discovery of commercially mineable mineral deposits. Problems such as unusual or unexpected formations and other conditions are common to mineral exploration activities and often result in unsuccessful exploration efforts. If the results of our exploration program do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. Our ability to acquire additional claims will be dependent upon our possessing adequate capital resources when needed. If no funding is available, we may be forced to abandon our operations. WE HAVE NO KNOWN MINERAL RESERVES AND IF WE CANNOT FIND ANY, WE MAY HAVE TO CEASE OPERATIONS. We have no mineral reserves. If we do not find any commercially exploitable mineral reserves or if we cannot complete the exploration of any mineral reserves, either because we do not have the money to do so or because it is not economically feasible to do so, we may have to cease operations and you may lose your investment. Mineral exploration is highly speculative. It involves many 7 risks and is often non-productive. Even if we are able to find mineral reserves on our property our production capability will be subject to further risks including: - The costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which we have not budgeted for; - The availability and costs of financing; - The ongoing costs of production; and - Risks related to environmental compliance regulations and restraints. The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near the Whale Property, and other factors such as government regulations, including regulations relating to allowable production, the importing and exporting of minerals, and environmental protection. Given the above noted risks, the chances of our finding and commercially exploiting reserves on our mineral properties are remote and funds expended on exploration will likely be lost. BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS. The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no insurance to cover against these hazards. The payment of such liabilities may result in our inability to complete our planned exploration program and/or obtain additional financing to fund our exploration program. AS WE UNDERTAKE EXPLORATION OF OUR MINERAL CLAIMS, WE WILL BE SUBJECT TO COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OF OUR EXPLORATION PROGRAM. There are several governmental regulations that materially restrict mineral exploration. We will be subject to the laws of the State of Nevada as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. If we enter the production phase, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include: (a) Water discharge will have to meet drinking water standards; (b) Dust generation will have to be minimal or otherwise re-mediated; (c) Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation; (d) An assessment of all material to be left on the surface will need to be environmentally benign; (e) Ground water will have to be monitored for any potential contaminants; (f) The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be remediated; and (g) There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species. 8 There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. If remediation costs exceed our cash reserves we may be unable to complete our exploration program and have to abandon our operations. BECAUSE OUR SOLE OFFICER/DIRECTOR DOES NOT HAVE FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF MINERAL EXPLORATION, THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL. Our sole officer and director is Robert C. Weaver, Jr. Mr. Weaver has no formal training as a geologist or in the technical aspects of management of a mineral exploration company. With no direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. THERE IS A RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST. There is the likelihood of our mineral claim containing little or no economic mineralization or reserves. We have a geological report detailing previous exploration in the area, and the claim has been staked per Nevada regulations. However, there is the possibility that previous work conducted was not carried out properly and our claim does not contain any reserves, resulting in any funds spent on exploration being lost. BECAUSE WE HAVE NOT SURVEYED THE WHALE 1 & 2 LODE CLAIMS, WE MAY DISCOVER MINERALIZATION ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIM BOUNDARIES. While we have conducted a mineral claim title search, this should not be construed as a guarantee of claim boundaries. Until the claim is surveyed, the precise location of the boundaries of the claim may be in doubt. If we discover mineralization that is close to the claim boundaries, it is possible that some or all of the mineralization may occur outside the boundaries. In such a case we would not have the right to extract those minerals. IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE MINERAL CLAIMS INTO COMMERCIAL PRODUCTION. If our exploration program is successful in establishing ore of commercial tonnage and grade, we will require additional funds in order to advance the claim into commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for the minerals, investor acceptance of our claims and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. The most likely source of future funds is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. We may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible and you may lose any investment you make in this offering. 9 IF ACCESS TO OUR MINERAL CLAIMS IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS. It is possible that snow or rain could cause the mining roads providing access to our claims to become impassable. If the roads are impassable we would be delayed in our exploration timetable. BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY. Our success will be dependent on the growth of demand for ores. If consumer demand slows our revenues may be significantly affected. This could limit our ability to generate revenues and our financial condition and operating results may be harmed. BECAUSE OUR CURRENT OFFICER/DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL. Mr. Robert C. Weaver, Jr., our officer and director, currently devotes approximately 5 hours per week providing management services to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our company. This could negatively impact our business development. RISKS ASSOCIATED WITH THIS OFFERING: THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK." The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all. WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES. This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell them through our officer and director, who will receive no commission. He will offer the shares to friends, family members and business associates; however, there is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement out business plan. DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING. We are not registered on any public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service 10 that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, issuers must remain current in their filing with the SEC or applicable regulatory authority. Market makers are not permitted to begin quotation of a security whose issuer does not meet his filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if he do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Centaurus Resources Corp. or anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment. YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES. Our existing shareholder, Mr. Robert C. Weaver, Jr., acquired his shares at a cost of $.01 per share, a cost per share substantially less than that which you will pay for the shares you purchase in this offering. Upon completion of this offering the net tangible book value of the shares held by our existing shareholder (1,500,000 shares) will be increased by $.016 per share without any additional investment on his part. The purchasers of shares in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $.025 (per share) or $.013 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.012 per share, reflecting an immediate reduction in the $.025 per share they paid for their shares. WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF ALL THE SHARES ARE NOT SOLD. All funds received from the sale of shares in this offering will be deposited into a standard bank checking account until all shares are sold and the offering is closed, at which time, the proceeds will be transferred to our business operating account. In the event all shares are not sold we have committed to promptly return all funds to the original purchasers. However since the funds will not be placed into an escrow, trust or other similar account, there can be no guarantee that any third party creditor who may obtain a judgment or lien against us would not satisfy the judgment or lien by executing on the bank account where the offering proceeds are being held, resulting in a loss of any investment you make in our securities. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL. Our business plan allows for the payment of the estimated $5,000 cost of this registration statement to be paid from existing cash on hand. If necessary, Mr. Weaver, our director, has verbally agreed to loan the company funds to complete the registration process. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. 11 MR. WEAVER, A DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS 100% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE WILL OWN 60% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK. Due to the amount of Mr. Weaver's share ownership in our company, if he chooses to sell his shares in the public market, the market price of our stock could decrease and all shareholders suffer a dilution of the value of their stock. If he does sell any of his common stock, he will be subject to Rule 144 under the 1933 Securities Act. Rule 144 restricts the ability of our director to sell shares by limiting the sales of securities during any three-month period to the greater of (1) 1% of the outstanding common stock of the issuer; or (2) the average weekly reported trading volume in the outstanding common stock reported on all securities exchanges during the four calendar weeks preceding the filing of the required notice of the sale under Rule 144 with the SEC. FORWARD LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the "Risk Factors" section and elsewhere in this prospectus. USE OF PROCEEDS Assuming sale of all of the shares offered herein, of which there is no assurance, the net proceeds from this offering will be $25,000. The proceeds are expected to be disbursed, in the priority set forth below, during the first twelve (12) months after the successful completion of the offering: Planned Expenditures Over Category The Next 12 Months -------- ------------------ Phase 1 Exploration Program $ 5,500 Phase 2 Exploration Program $10,000 Legal and Accounting $ 9,500 TOTAL PROCEEDS TO COMPANY $25,000 We will establish a separate bank account and all proceeds will be deposited into that account until the total amount of the offering is received and all shares are sold, at which time the funds will be released to us for use in our operations. In the event we do not sell all of the shares before the expiration date of the offering, all funds will be returned promptly to the subscribers, without interest or deduction. If necessary, Mr. Weaver, our director, has verbally agreed to loan the company funds to complete the registration process but we will require full funding to implement our complete business plan. DETERMINATION OF OFFERING PRICE The offering price of the shares has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plans. Accordingly, the offering price should not be considered an indication of the actual value of the securities. 12 DILUTION Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing shareholders. As of August 31, 2007, the net tangible book value of our shares was $5,973 or $.004 per share, based upon 1,500,000 shares outstanding. Upon completion of this offering, but without taking into account any change in the net tangible book value after completion of this offering other than that resulting from the sale of the shares and receipt of the total proceeds of $25,000, the net tangible book value of the 2,500,000 shares to be outstanding will be $30,973, or approximately $.012 per share. Accordingly, the net tangible book value of the shares held by our existing stockholder (1,500,000 shares) will be increased by $.016 per share without any additional investment on his part. The purchasers of shares in this offering will incur immediate dilution (a reduction in the net tangible book value per share from the offering price of $.025 (per share) or $.013 per share. As a result, after completion of the offering, the net tangible book value of the shares held by purchasers in this offering would be $.012 per share, reflecting an immediate reduction in the $.025 price per share he paid for their shares. After completion of the offering, the existing shareholder will own 60% of the total number of shares then outstanding, for which he will have made an investment of $15,000 or $.01 per share. Upon completion of the offering, the purchasers of these shares offered hereby will own 40% of the total number of shares then outstanding, for which he will have made cash investment of $25,000, or $.025 per share. The following table illustrates the per share dilution to the new investors: Public Offering Price Per Share $.025 Net Tangible Book Value Prior to this Offering $.004 Net Tangible Book Value After Offering $.012 Immediate Dilution per Share to New Investors $.013 The following table summarizes the number and percentages of shares purchased, the amount and percentage of consideration paid and the average price per share paid by our existing shareholder and by new investors in this offering: Total Price Number of Percent of Consideration Per Share Shares Held Ownership Paid --------- ----------- --------- ---- Existing Shareholder $.01 1,500,000 60 $15,000 Investors in this Offering $.025 1,000,000 40 $25,000 PLAN OF DISTRIBUTION OFFERING WILL BE SOLD BY OUR OFFICER AND/OR DIRECTOR This is a self-underwritten offering. This prospectus permits our officer and/or director to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. There are no plans or arrangement to enter into any contracts or agreements to sell the shares with a broker or dealer. Our officer and/or director, Mr. Robert C. Weaver, Jr., will sell the shares and intend to offer them to friends, family members and business 13 acquaintances. In offering the securities on our behalf, he will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Our officer and/or director will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer's securities and not be deemed to be a broker-dealer. a. Our officer and/or director is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and, b. Our officer and/or director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transaction in securities; and c. Our officer and/or director is not, nor will he be at the time of their participation in the offering, an associated person of a broker-dealer; and d. Our officer and/or director meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participate in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a) (4)(iii). Our officer and/or director, control persons and affiliates of same do not intend to purchase any shares in this offering. TERMS OF THE OFFERING The shares will be sold at the fixed price of $.025 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date of this prospectus and will continue for a period of 180 days (the "Expiration Date"), unless extended by our Board of Directors for an additional 90 days. DEPOSIT OF OFFERING PROCEEDS This is a "best efforts", "all or none" offering and, as such, we will not be able to spend any of the proceeds unless all the shares are sold and all proceeds are received. We intend to hold all funds collected from subscriptions in a separate bank account until the total amount of $25,000 has been received. At that time, the funds will be transferred to our business account for use in implementation of our business plan. In the event the offering is not sold out prior to the Expiration Date, all money will be promptly returned to the investors, without interest or deduction. We determined the use of the standard bank account was the most efficient use of our current limited funds. Please see the risk factor section to read the related risk to you as a purchaser of any shares. PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION If you decide to subscribe to any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or bank money order made payable to Centaurus Resources Corp. Subscriptions, once received by the company, are irrevocable. 14 LEGAL PROCEEDINGS We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions. DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS The names, ages and titles of our executive officers and director are as follows: Name and Address of Executive Officer and/or Director Age Position ----------------------- --- -------- Robert C. Weaver, Jr. 63 President, Secretary, Treasurer and 721 Devon Court Director San Diego, CA 92109 Mr. Robert C. Weaver, Jr. is the promoter of Centaurus Resources Corp., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. Mr. Weaver has no formal training as a geologist or in the technical or managerial aspects of management of a mineral exploration company. His prior business experience has not been in the mineral exploration industry. Accordingly, we will have to rely on the technical services of others to advise us on the managerial aspects specifically associated with a mineral exploration company. We do not have any employees who have professional training or experience in the mining industry. We rely on independent geological consultants to make recommendations to us on work programs on our property, to hire appropriately skilled persons on a contract basis to complete work programs and to supervise, review, and report on such programs to us. TERM OF OFFICE Our Director is appointed to hold office until the next annual meeting of our shareholders or until his or her successor is elected and qualified, or until he or she resigns or is removed in accordance with the provisions of the Delaware Revised Statutes. Our officer is appointed by our Board of Directors and holds office until removed by the Board. SIGNIFICANT EMPLOYEES We have no significant employees other than our officer and/or director, Mr. Robert C. Weaver, Jr.. Mr. Weaver currently devotes approximately 5 hours per week to company matters. After receiving funding per our business plan, Mr. Weaver intend to devote as much time as the Board of Directors deem necessary to mange the affairs of the company. Mr. Weaver has not been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limited him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with he purchase or sale of any securities. Mr. Weaver has not been convicted in any criminal proceeding (excluding traffic violations) nor is he the subject of a criminal proceeding which is currently pending. 15 We conduct our business through agreements with consultants and arms-length third parties. Currently, we have no formal consulting agreements in place. We have a verbal arrangement with the consulting geologist to conduct the exploratory work on the Whale Property. We pay the consulting geologist the usual and customary rates received by geologists performing similar consulting services. RESUME ROBERT C. WEAVER, JR. serves as President, Secretary and Treasurer of Centaurus Resources Corp. since July 23, 2007 (inception). From 1973 to current, Mr. Weaver is employed as a real estate and mortgage broker in San Diego, CA. From 1982 to current, he serves as an attorney specializing in business and estate planning in San Diego, CA. Also, from 1993 to present, he serves as president of Abrams, Weaver, Templeton & Co., a consulting firm located in San Diego, CA. Mr. Weaver received a J.D. in Law from Thomas Jefferson School of Law, San Diego, CA in 1976, M.S. degree, Business Administration (Finance) from San Diego State University, San Diego, CA in 1970 and a B.A. degree in Management from San Diego State University, San Diego, CA in 1966. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of September 27, 2007 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the shareholder listed possesses sole voting and investment power with respect to the shares shown. Amount and Nature Percentage of of Beneficial Common Title of Class Name and Address of Beneficial Owner Ownership Stock(1) - -------------- ------------------------------------ --------- -------- Common Stock Robert C. Weaver, Jr., Director 1,500,000 100% 721 Devon Court Direct San Diego, CA 92109 Common Stock Officer and/or director as a Group 1,500,000 100% HOLDERS OF MORE THAN 5% OF OUR COMMON STOCK Common Stock Robert C. Weaver, Jr. Director 1,500,000 100% 721 Devon Court Direct San Diego, CA 92109 - ---------- (1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on September 27, 2007. As of September 27, 2007, there were 1,500,000 shares of our common stock issued and outstanding. 16 DESCRIPTION OF SECURITIES GENERAL Our authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.0001 per share. As of September 27, 2007, there were 1,500,000 shares of our common stock of our common stock issued and outstanding that was held of record by one (1) registered shareholder. COMMON STOCK The following is a summary of the material rights and restrictions associated with our common stock. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement. The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Director of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the Company (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. Please refer to the Company's Articles of Incorporation, By-Laws and the applicable statutes of the State of Delaware for a more complete description of the rights and liabilities of holders of the Company's securities. NON-CUMULATIVE VOTING The holders of shares of common stock of the Company do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of director, can elect all of the director to be elected, if he so choose, and, in such event, the holders of the remaining shares will not be able to elect any of the Company's director. After this Offering is completed, the present stockholder will own 60.0% of the outstanding shares. (See "Dilution"). DIVIDEND POLICY We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. INTERESTS OF NAMED EXPERTS AND COUNSEL No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in our company or any of its parents or subsidiaries. Nor was any such person connected with our company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee. 17 EXPERTS The law firm of Joseph I. Emas, 1224 Washington Avenue, Miami Beach, FL has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering. Mr. Emas' consent is attached to this prospectus as an exhibit. Chang Park, CPA of 371 E Street, Chula Vista, CA, our independent registered public accountant, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. Chang Park has presented its report with respect to our audited financial statements. The report of Chang Park, CPA is included in reliance upon their authority as experts in accounting and auditing, and his consent is attached to this prospectus as an exhibit. Laurence Sookochoff, P. Eng., our consulting geologist, has prepared the geological report entitled "Geological Evaluation Report on the Whale 1 & 2 Lode Claims" dated August 20, 2007. Mr. Sookochoff's consent to the inclusion of geological information from the geological report is attached to this prospectus as an exhibit. DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Our Articles of Incorporation provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by one of our director, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision. ORGANIZATION WITHIN LAST FIVE YEARS Centaurus Resources Corp. was incorporated on July 23, 2007 under the laws of the State of Delaware. We are engaged in the business of acquisition, exploration and development of natural resource properties. Robert C. Weaver, Jr. serves as officer and director of our company from inception (July 23, 2007) to current date. No other person other than Mr. Weaver has acted as a promoter of Centaurus Resources Corp. since our inception. Other than Mr. Weaver's purchase of 1,500,000 shares of our common stock on August 13, 2007, Mr. Weaver has not entered into any agreement with us in which he is to receive from us or provide to us anything of value. Mr. Weaver purchased the 1,500,000 shares of our common stock at a price of $.01 per share for a total of $15,000. DESCRIPTION OF BUSINESS IN GENERAL We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We acquired a 100% undivided interest in the Whale 1 & 2 Lode Claims (the "Whale Property") which is comprised of two located claims of 20 acres each located in the Yellow Pine Mining District, Clark County, Nevada. Our plan of operation is to conduct mineral exploration activities on the Whale Property in order to assess whether it contains any commercial exploitable deposits of zinc or other minerals of commercial extraction. Currently there are no known mineral reserves on the Whale Property. 18 We have not earned any revenues to date. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern. There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of zinc or other minerals. We are presently in the exploration stage of our business and we can provide no assurance that any commercially viable mineral deposits exist on our mineral claims, that we will discover commercially exploitable levels of mineral resources on our property, or, if such deposits are discovered, that we will enter into further substantial exploration programs. Further exploration is required before a final determination can be made as to whether our mineral claims possess commercially exploitable mineral deposits. If our claims does not contain any reserves all funds that we spend on exploration will be lost. ACQUISITION OF THE WHALE PROPERTY We entered into a purchase agreement dated August 10, 2007 with Multi Metal Mining Corp. pursuant to which we acquired a 100% interest in the Whale 1 & 2 Lode Claims for cash consideration of $6,000. The Whale 1 & 2 Lode Claims property is comprised of two unpatented lode mineral claims within an area of 40 acres, located in the Yellow Pine Mining District, Clark County, Nevada, see "Location Map" below. 19 [MAP SHOWING THE PROPERTY LOCATION] 20 GEOLOGICAL REPORT ON THE WHALE PROPERTY We engaged Laurence Sookochoff, P.Eng., to prepare a geological evaluation report on the Whale Property. Mr. Sookochoff is a consulting professional engineer in the Geological Section of the Association of Professional Engineers and Geoscientists of British Columbia and a Fellow of the Geological Association of Canada. Mr. Sookochoff attended the University of British Columbia and holds a Bachelor of Science degree in geology. Mr. Sookochoff has been licensed as a professional engineer by the Professional Engineers Association of B.C. for the past 40 years. The work completed by Mr. Sookochoff in preparing the geological report consisted of a review of geological data from previous exploration within the region. The acquisition of this data involved the research and investigation of historical files to locate and retrieve data information acquired by previous exploration companies in the area of the mineral claims. We received the geological evaluation report on the Whale Property entitled "Geological Evaluation Report on the Whale 1 & 2 Lode Claims, Yellow Pine Mining District, Clark County, Nevada, USA" prepared by Mr. Sookochoff on August 20, 2007. The geological report summarizes the results of the history of the exploration of the mineral claims, the regional and local geology of the mineral claims and the mineralization and the geological formations identified as a result of the prior exploration. The geological report also gives conclusions regarding potential mineralization of the mineral claims and recommends a further geological exploration program on the mineral claims. The description of the Whale Property provided below is based on Mr. Sookochoff's report. DESCRIPTION OF PROPERTY The property owned by Centaurus Resources Corp., on which the net proceeds of the offering will be spent, is the Whale 1 & 2 Lode Claims which is comprised of two located claims within an area of 40 acres located in the Goodsprings (Yellow Pine) Mining District, situated within the southwestern corner of the state of Nevada. The Whale 1 & 2 Lode Claims covers some former exploratory workings on a mineral showing. The claims were recorded with the County and the Bureau of Land Management and are in good standing until September 1, 2008. 21 [MAP SHOWING THE CLAIM LOCATION] 22 PHYSIOGRAPHY, CLIMATE, VEGETATION AND WATER The Whale 1 & 2 Lode Claims are situated on and on the southern facing slopes of a northeasterly trending mountain range. The topography is moderately steep sloping from near the valley floor adjacent to the Sandy Valley Road at an elevation of 3,200 feet, to 4,300 feet in the northern portion of the Whale 1 Lode Claim. The area is a typically desert climate with relatively high temperatures and low precipitation. Vegetation consists mainly of desert shrubs and cactus. Sources of water would be available form valley wells. PROPERTY HISTORY The history of the Yellow Pine Mining District stems from 1856 when Mormon missionaries reported ore in the area. In 1857 the smelting or ore produced 9,000 pounds of lead and in 1898 a mill was built south of Goodsprings. As a result of the mill availability, exploration activity led to the discovery of many of the mines in the area. The completion of the San Pedro, Los Angeles and Salt Lake railroad in 1905 and recognition of oxidized zinc minerals in the ore in 1906 stimulated development of the mines and the region has been subject to intermittent activity up to 1964 particularly during the World War I and II years. Production from the mines of the Yellow Pine Mining District from 1902 to 1929 was 477,717 tons. Bullion recovery from 7,656 tons of this ore by amalgamation and cyanidation was 9,497 ounces of gold and 2,445 ounces of silver. The concentrator treated 230,452 tons of ore which yielded 58,641 tons of lead-zinc concentrate and 32,742 tons of lead concentrate. Crude ore shipped in 1929 was 227,952 tons from which recovery amounted to 3,196 ounces of gold, 422,379 ounces silver, 3,085,675 pounds copper, 34,655460 pounds lead and 110,833,051 pounds zinc. Although the mines of this district have been worked primarily for their lead-zinc-silver values, and estimated 91,000 ounces of gold has been recovered as a by-produce of copper-lead-silver mining. REGIONAL GEOLOGY The Spring Mountain range consists mainly of Paleozoic sediments which have undergone intense folding accompanied by faulting. At the Yellow Pine District, a series of Carboniferous sediments consist largely of siliceous limestones and include strata of pure crystalline limestone and dolomite with occasional intercalated beds of fine grained sandstone. These strata have a general west to southwest dip of from 15 to 45 degrees which is occasionally disturbed by local folds. Igneous rocks are scarce and are represented chiefly by quartz-monzonite porphyry dikes and sills. The quartz-monzonite porphyry is intruded into these strata and is of post-Jurassic age, perhaps Tertiary. STRATIGRAPHY The sedimentary rocks in the district range in age from Upper Cambrian to Recent. The Paleozoic section includes the Cambrian Bonanza King and Nopah Formations, the Devonian Sultan, Mississippian Monte Cristo Limestone, Pennsylvanian/Mississippian Bird Spring Formation and Permian Kaibab Limestone. The Mesozoic section is comprised only of the Triassic Moenkopi and Chinle Formations and an upper Mesozoic unit of uncertain age termed the Lavinia Wash Formation. The Paleozoic rocks are dominantly carbonates while the Mesozoic units are continental clastics. Tertiary rocks include gravels and minor volcanic tuffs. 23 [MAP SHOWING THE REGIONAL GEOLOGY] 24 Only two varieties of intrusive rocks are known in the district. The most abundant is granite porphyry which forms three large sill-like masses. The sills generally lie near major thrust faults and are thought to have been emplaced along breccia zones at the base of the upper plate of the thrust fault. Locally, small dikes of basaltic composition and uncertain age have been encountered in some of the mine workings. STRUCTURE The region reveals an amazing record of folding, thrust faulting and normal faulting. Folding began in the early Jurassic, resulting in broad flexures in the more massive units and tight folds in the thinly bedded rocks. The thrust faults in the district are part of a belt of thrust faulted rocks, the Foreland Fold and Thrust Belt that stretches from southern Canada to southern California. Deformation within this belt began in the Jurassic and continued until Cretaceous time. Within the Goodsprings District thrust faulting appears to post-date much of the folding, but despite intensive study the actual age of thrusting continues to be the subject of contentious debate. Three major thrusts have been mapped; from west to east, the Green Monster, Keystone and Contact thrusts. Of these the Keystone, is the most persistent along strike having been mapped for a distance of over 50 kilometers. The stratigraphic relationships along the Keystone fault are similar to those for all the major thrusts in the area, Cambrian Bonanza King Formation ahs been thrust eastward over younger Paleozoic rocks. PROPERTY GEOLOGY, REGIONAL MINERALIZATION AND PROPERTY MINERALIZATION The Whale 1 & 2 Lode Claims are indicated to be underlain by the Sultan Limestone to the top of the Monte Cristo Limestone Formation. The Formation trends at N70W and dips 35 to 45 degrees to the southwest. REGIONAL MINERALIZATION AND PROPERTY MINERALIZATION Ore deposits in the Goodsprings (Yellow Pine) district can at best be characterized as enigmatic. They appear to fall into two distinct types, which may or may not be related, gold-copper deposits and lead zinc deposits. Gold-copper deposits are clearly related to sill-like masses of granite porphyry. All existing mines worked the contact between the intrusive and surrounding sedimentary rocks. Gold occurred in both the intrusive and the carbonate wall rocks. It appears any carbonate unit was a suitable host. ORE MINERALOGY AND ALTERATION The lead-zinc deposits are often distant from intrusives and occur as veins or replacements of brecciated rocks along fault zones, either thrust faults or normal faults. Unlike the gold deposits, the productive lead-zinc deposits are restricted to the Monte Cristo Formation. Mineralogy of gold-copper deposits consists of native gold (often visible), pyrite, limonite, cinnabar, malachite, azurite and chrysocaolla. Lead-zinc deposits are comprised of hydrozincite, calamine, smithsonite, cerrusite, anglesite, galena and iron oxides. The rather unusual mineralogy of the district is due to the great depth of surface oxidation, exceeding 200 meters. Typical sulfides such as chalcopyrite, sphalerite and pyrite have been partially or completely altered to more stable hydrated carbonates and sulfates. Only the highly insoluble lead sulfide, galena has been successfully resisted surface oxidation. Primary alteration is difficult to characterize due to the supergene overprint, but again appears to differ for gold-copper deposits and lead-zinc deposits. Gold-copper ores have been extensively sericitized and kollinized, altering the host pluton to the rock that can be mined through simple excavation with little to no blasting. The rock is so thoroughly altered it decrepitates on exposure to the atmosphere. On the other hand, lead-zinc deposits appear to be characterized by dolomitization and minor silicification. 25 PROPERTY MINERALIZATION On the Whale claim group the mineralization at the main underground workings is of calamine replacing dolomitized Anchor limestone breccia near layers of chert which is largely white and slightly decomposed. The eastern workings expose small veins that contain cuprodeschloizite and a little galena, calamine and wulfenite. Samples taken by the writer in 1989 from the Whale Mine returned assays of 970 pap of a chip sample of silicified dolomite (wall rock), 15% zinc of a light brown vesicular breccia grab sample from the ore bin, and a2.53% zinc of a dark brown limestone coarse breccia grab sample from the portal dump. CONCLUSIONS AND RECOMMENDATIONS OF GEOLOGICAL REPORT AND THE GEOLOGICAL EXPLORATION PROGRAM Mr. Sookochoff states, in his geology report, that the Whale 1 & 2 Lode Claims incorporates a breccia zone that is indicated up to 40 feet wide and which hosts potential mineralization of zinc values. He recommends that a three phased exploration program be conducted on the Whale 1 & 2 Lode Claims. The first phase of the program consist of trenching and sampling be completed over the known mineral zone to determine geological controls to the mineralization and to determine the nature of the mineralization. The second phase would consist of VLF-EM and magnetometer surveys to be completed along the extensions of the known mineral zones to determine the possibility of any parallel structures that may host potentially economic mineral zones. The third phase would consist of the diamond drilling of the prime correlative anomalous zones. The following three phase exploration proposal and cost estimate is offered with the understanding that consecutive phases are contingent upon positive and encouraging results being obtained from each preceding phase: Phase Exploration Program Cost Status - ----- ------------------- ---- ------ Phase 1 Trenching and prospecting over known $ 5,500 Expected to be completed in Fall, 2007 mineralized zones (dependent on consulting geologist's schedule). Phase 2 VLF-EM and magnetometer surveys, $10,000 Expected to be completed in 2008 sampling (depending on the results of Phase 1, and consulting geologist's schedule). Phase 3 Test diamond drilling of the prime $65,000 Expected to be completed in 2008 targets (depending on the results of Phase 2, and consulting geologist's schedule.) TOTAL ESTIMATED COST $80,500 COMPETITION We are an explorations stage company. We do not compete directly with anyone for the exploration or removal of minerals from our property as we hold all interest and rights to the claim. Readily available commodities markets exist in the U.S. and around the world for the sale of zinc and other minerals. Therefore, we will likely be able to sell any zinc or other minerals that we are able to recover. We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as bulldozers and excavators that we will need to conduct exploration. We have not yet attempted to locate or negotiate with any suppliers or products, equipment or services and will not do so until funds are received from this offering. If we are unsuccessful in securing the products, 26 equipment and services we need we may have to suspend our exploration plans until we are able to do so. We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties. EMPLOYEES AND EMPLOYMENT AGREEMENTS We have no employees other than our officer and director as of the date of this prospectus. Mr. Weaver currently devotes approximately 5 hours per week to company matters and after receiving funding, he plans to devote as much time as the Board of Directors determines is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employees. We conduct our business largely through consultants. RESEARCH AND DEVELOPMENT EXPENDITURES We have not incurred any research expenditures since our incorporation. BANKRUPTCY OR SIMILAR PROCEEDINGS There has been no bankruptcy, receivership or similar proceeding. REORGANIZATIONS, PURCHASE OR SALE OF ASSETS There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business. COMPLIANCE WITH GOVERNMENT REGULATION We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the United States generally, and in the state of Nevada specifically. We will also be subject to the regulations of the Bureau of Land Management, Department of the Interior. PATENTS AND TRADEMARKS We do not own, either legally or beneficially, any patents or trademarks. NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES We are not required to apply for or have any government approval for our product or services. 27 REPORTS TO SECURITIES HOLDERS We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-B for a small business issuer under the Securities Exchange Act of 1934. We will become subject to disclosure filing requirements once our SB-2 registration statement becomes effective, including filing Form 10K-SB annually and Form 10Q-SB quarterly. In addition, we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION PLAN OF OPERATION Our cash balance is $5,973 as of August 31, 2007. We believe our cash balance is sufficient to fund our limited levels of operations until November, 2007. If we experience a shortage of funds prior to funding we may utilize funds from our director, who has informally agreed to advance funds to allow us to pay for offering costs, filing fees, and professional fees, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. In order to achieve our business plan goals, we will need the funding from this offering. We are an exploration stage company and have generated no revenue to date. We have sold $15,000 in equity securities to pay for our minimum level of operations. Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach that stage. Our plan of operation is to conduct mineral exploration activities on the Whale Property in order to assess whether the property contains mineral reserves capable of commercial extraction. Our exploration program is designed to explore for commercially viable deposits of zinc and other minerals. We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on the Whale Property. Our plan of operation for the twelve months following the date of this prospectus is to complete the first phase of the exploration program on our claim consisting of geological mapping, soil sampling and rock sampling. In addition to the $15,500 we anticipate spending for Phase 1 and 2 for the exploration program as outlined below, we anticipate spending an additional $9,500 on professional fees, including fees payable in connection with the filing of this registration statement and complying with reporting obligations. Total expenditures over the next 12 months are therefore expected to be approximately $25,000, which is the amount to be raised in this offering and our cash on hand. If we experience a shortage of funds prior to funding during the next 12 months, we may utilize funds from our director, who has informally agreed to advance funds to allow us to pay for professional fees, including fees payable in connection with the filing of this registration statement and operation expenses, however he has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. We will require the funds from this offering to proceed. 28 We engaged Laurence Sookochoff, P. Eng., to prepare a geological evaluation report on the Whale Property. Mr. Sookochoff's report summarizes the results of the history of the exploration of the mineral claims, the regional and local geology of the mineral claims and the mineralization and the geological formations identified as a result of the prior exploration in the claim areas. The geological report also gives conclusions regarding potential mineralization of zinc values and recommends a further geological exploration program on the mineral claims. The exploration program recommended by Mr. Sookochoff is as follows: Phase Exploration Program Cost Status - ----- ------------------- ---- ------ Phase 1 Trenching and prospecting over known $ 5,500 Expected to be completed in Fall, 2007 mineralized zones (dependent on consulting geologist's schedule). Phase 2 VLF-EM and magnetometer surveys, $10,000 Expected to be completed in 2008 sampling (depending on the results of Phase 1, and consulting geologist's schedule). Phase 3 Test diamond drilling of the prime $65,000 Expected to be completed in 2008 targets (depending on the results of Phase 2, and consulting geologist's schedule.) TOTAL ESTIMATED COST $80,500 If we are successful in raising the funds from this offering, we plan to commence Phase 1 of the exploration program on the claim in Fall, 2007. We expect this phase to take 15 days to complete and an additional two months for the consulting geologist to receive the results of the assay lab and prepare his report. The above program costs are management's estimates based upon the recommendations of the professional consulting geologist's report and the actual project costs may exceed our estimates. To date, we have not commenced exploration. Following Phase 1 of the exploration program, if it proves successful in identifying mineral deposits, we intend to proceed with Phase 2 of our exploration program. The estimated cost of this program is $10,000 and will take approximately 10 days to complete and an additional two months for the consulting geologist to receive the results from the assay lab and prepare his report. Following Phase 2 of the exploration program, if it proves successful in identifying mineral deposits, we intend to proceed with Phase 3 of our exploration program if we are able to raise the funds necessary. The estimated cost of this program is $65,000 and will take approximately 2 weeks to complete and an additional two months for the consulting geologist to receive the results from the assay lab and prepare his report. We anticipate commencing Phase 2 of our exploration program in Winter 2007, depending on whether the Phase 1 program proves successful in identifying mineral deposits. Subject to financing, we anticipate commencing Phase 3 of our exploration program in 2008, depending on whether Phase 2 program proves successful in identifying mineral deposits. We have a verbal agreement with Laurence Sookochoff, the consulting geologist who prepared the geology report on our claim, to retain his services for our planned exploration program. We will require additional funding to proceed with Phase 3 and any subsequent work on the claim, we have no current plans on how to raise the additional funding. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work after the first two phases of the exploration program. 29 OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL There is no historical financial information about us on which to base an evaluation of our performance. We are an exploration stage company and have not generated revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our property, and possible cost overruns due to increases in the cost of services. To become profitable and competitive, we must conduct the exploration of our properties before we start into production of any minerals we may find. We're seeking funding from this offering to provide the capital required for the first two phases of our exploration program. We believe that the funds from this offering will allow us to operate for one year. We have no assurance that future financing will materialize. If that financing is not available to use for the third phase of our exploration program we may be unable to continue. LIQUIDITY AND CAPITAL RESOURCES To meet our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the shares required. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. If the first two phases of our exploration program are successful in identifying mineral deposits we will attempt to raise the necessary funds to proceed with phase three, and any subsequent drilling and extraction. The sources of funding we may consider to fund this work include a public offering, a private placement of our securities or loans from our director or others. Our director has agreed to advance funds as needed until the offering is completed or failed and has agreed to pay the cost of reclamation of the property should exploitable minerals not be found and we abandon the third phase of our exploration program and there are no remaining funds in the company. While he has agreed to advance the funds, the agreement is verbal and is unenforceable as a matter of law. The one property in the Company's portfolio, on which the net proceeds of the offering will be spent, is the Whale 1 & 2 Lode Claims consisting of two claims comprising a total of 40 acres. We have not carried out any exploration work on the claims and have incurred no exploration costs. We received our initial funding of $15,000 through the sale of common stock to Mr. Weaver, our director, who purchased 1,500,000 shares of our common stock at $.01 on August 13, 2007. From inception until the date of this filing we have had no operating activities. Our financial statements from inception (July 23, 2007) through the year ended August 31, 2007 report no revenues and a net loss of $9,027. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The Company reports revenues and expenses using the accrual method of accounting for financial and tax reporting purposes. 30 USE OF ESTIMATES Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS The Company expenses all costs related to the acquisition and exploration of mineral properties in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. DEPRECIATION, AMORTIZATION AND CAPITALIZATION The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income. INCOME TAXES The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used of financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations. FAIR VALUE OF FINANCIAL INSTRUMENTS Financial Accounting Standards statements No. 107, "Disclosures About Fair Value of Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company's financial instruments consist primarily of cash and certain investments. PER SHARE INFORMATION The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period. DESCRIPTION OF PROPERTY We currently do not own any physical property or own any real property. We purchased the Whale Property at a cost of $6,000. Title to the Whale Property mineral claims is held by Centaurus Resources Corp. 31 We currently utilize space provided to us on a rent free basis from our officer and director, Robert C. Weaver, Jr. at 721 Devon Court, San Diego, CA 92109. Management believes the current premises are sufficient for its needs at this time. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Mr. Weaver will not be paid for any underwriting services that he performs on our behalf with respect to this offering. He will also not receive any interest on any funds that he may advance to us for expenses incurred prior to the offering being closed. Any funds loaned will be repaid from the proceeds of the offering. On August 13, 2007, a total of 1,500,000 shares of Common Stock was issued to Mr. Weaver in exchange for $15,000, or $.0.01 per share. All of such shares are "restricted" securities, as that term is defined by the Securities act of 1933, as amended, and are held by a director of the Company. (See "Principal Stockholders".) MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS NO PUBLIC MARKET FOR COMMON STOCK There is currently no public market for our common stock. There has been no public trading of our securities, and, therefore, no high and low bid pricing. As of the date of this prospectus, Centaurus Resources Corp. has one shareholder of record. We have paid no cash dividends and have no outstanding options. We have no securities authorized for issuance under equity compensation plans. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a suitably written statement. 32 These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities. REGULATION M Our officer and/or director, who will sell the shares, is aware that he is required to comply with the provisions of Regulation M, promulgated under the Securities and Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officer and/or director, sales agent, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. EXECUTIVE COMPENSATION MANAGEMENT COMPENSATION Our current director and officer is Robert C. Weaver, Jr. The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the period from our inception through to August 31, 2007: Annual Compensation Long Term Compensation --------------------------------- --------------------------------- Restricted Other Annual Stock Options/* LTIP All Other Name Title Year Salary($) Bonus Compensation Awarded SARs (#) payouts($) Compensation - ---- ----- ---- --------- ----- ------------ ------- -------- ---------- ------------ <c> Robert C. President, 2007 $0 $0 $0 $0 $0 $0 $0 Weaver, Jr. Secretary, Treasurer, and Director There are no current employment agreements between the company and its officer/director. On August 13, 2007, a total of 1,500,000 shares of common stock were issued to Mr. Robert C. Weaver, Jr. in exchange for cash in the amount of $15,000 or $.01 per share. The terms of this stock issuance was as fair to the company, in the opinion of the Board of Directors, as if it could have been made with an unaffiliated third party. Mr. Weaver currently devotes approximately 5 hours per week to manage the affairs of the company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. 33 FINANCIAL STATEMENTS The financial statements of Centaurus Resources Corp. for the year ended August 31, 2007, and related notes, included in this prospectus have been audited by Chang Park, CPA, and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE We have had no changes in or disagreements with our accountants. 34 Chang G. Park, CPA, Ph. D. * 371 E STREET * CHULA VISTA * CALIFORNIA 91910-2615 * * TELEPHONE (858) 722-5953 * FAX (858) 408-2695 * FAX (858) 764-5480 * E-MAIL changgpark@gmail.com * Report of Independent Registered Public Accounting Firm To the Board of Directors of Centaurus Resources Corp. We have audited the accompanying balance sheets of Centaurus Resources Corp. as of August 31, 2007 and the related statements of operations, changes in shareholders' equity and cash flows for the period from July 23, 1995 (inception) to August 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Centaurus Resources Corp. as of August 31, 2007 and the results of their operations and its cash flows for the period from July 23, 2007 (inception) to August 31, 2007 in conformity with U.S. generally accepted accounting principles. The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company's present revenues are insufficient to meet operating expenses to raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Chang G. Park, CPA - ------------------------------ Chang G. Park, CPA September 20, 2007 Chula Vista, CA 91910 Member of the California Society of Certified Public Accountants Registered with the Public Company Accounting Oversight Board F-1 Centaurus Resources Corp. (An Exploration Stage Company) BALANCE SHEET As of August 31, 2007 - -------------------------------------------------------------------------------- ASSETS CURRENT ASSETS Cash $ 5,973 -------- TOTAL CURRENT ASSETS 5,973 -------- TOTAL ASSETS $ 5,973 ======== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) LIABILITIES -- TOTAL LIABILITIES $ -- -------- STOCKHOLDERS' EQUITY (DEFICIT) Common Stock (.0001 par value, 100,000,000 shares authorized, 1,500,000 issued and outstanding as of August 31, 2007 150 Additional paid- in capital 14,850 Deficit accumulated during exploration stage (9,027) -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 5,973 -------- TOTAL LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT) $ 5,973 ======== See Notes to Financial Statements F-2 Centaurus Resources Corp. (An Exploration Stage Company) STATEMENT OF OPERATION July 23, 2007 (Inception) Through August 31, 2007 - -------------------------------------------------------------------------------- REVENUES Revenue $ -- ----------- TOTAL REVENUES -- ----------- OPERATING COSTS Administrative Expense 9,027 ----------- TOTAL OPERATING COSTS 9,027 ----------- NET INCOME (LOSS) $ (9,027) =========== Basic & Diluted (Loss) per Share (0.01) =========== Weighted Average Number of Shares 1,500,000 =========== See Notes to Financial Statements F-3 Centaurus Resources Corp. (An Exploration Stage Company) STATEMENT OF STOCKHOLDER'S EQUITY From Inception July 23, 2007 to August 31, 2007 - -------------------------------------------------------------------------------- Deficit Accumulated Common Stock During --------------------- Paid in Development Total Shares Amount Capital Stage Equity ------ ------ ------- ----- ------ Shares issued to founder on August 13, 2007 at $0.01 per share, par value .0001 1,500,000 $ 150 $ 14,850 $ 15,000 Net (Loss) for period $ (9,027) (9,027) ---------- ------ ---------- -------- -------- Balance, August 31, 2007 1,500,000 $ 150 $ 14,850 $ (9,027) $ 5,973 ========== ====== ========== ======== ======== See Notes to Financial Statements F-4 Centaurus Resources Corp. (An exploration stage company) CASH FLOW STATEMENT July 23, 2007 (Inception) Through August 31, 2007 - -------------------------------------------------------------------------------- CASH FLOW FROM OPERATING ACTIVITIES Net Income (Loss) $ (9,027) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: -- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: (9,027) -------- CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES: -- -------- CASH FLOW FROM FINANCING ACTIVITIES Issuance of Common Stock 150 Additional Paid-in Capital 14,850 -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES: 15,000 -------- NET INCREASE (DECREASE) IN CASH 5,973 CASH AT BEGINNING OF PERIOD 0 -------- CASH AT END OF PERIOD $ 5,973 ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest Paid $ -- ======== Income Taxes Paid $ -- ======== See Notes to Financial Statements F-5 Centaurus Resources Corp. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS August 31, 2007 NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Centaurus Resources Corp. (the Company) was incorporated on July 23, 2007 under the laws of the State of Delaware. The Company is primarily engaged in the acquisition and exploration of mining properties. The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. Upon the location of commercially mineable reserves, the Company plans to prepare for mineral extraction and enter the development stage. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes. USE OF ESTIMATES Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. PRO FORMA COMPENSATION EXPENSE No stock options have been issued by the Company. Accordingly; no pro forma compensation expense is reported in these financial statements. MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS The Company expenses all costs related to the acquisition and exploration of mineral properties in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. DEPRECIATION, AMORTIZATION AND CAPITALIZATION The Company records depreciation and amortization, when appropriate, using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated F-6 Centaurus Resources Corp. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS August 31, 2007 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income. INCOME TAXES The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations. FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company's financial instruments consist primarily of cash and certain investments. INVESTMENTS Investments that are purchased in other companies are valued at cost less any impairment in the value that is other than temporary in nature. PER SHARE INFORMATION The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period. NOTE 3 - PROVISION FOR INCOME TAXES Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. F-7 Centaurus Resources Corp. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS August 31, 2007 As of August 31, 2007 --------------------- Deferred tax assets: Net operating loss $ 9,027 Other 0 Gross deferred tax assets $ 1,354 Valuation allowance $(1,354) ------- Net deferred tax assets $ 0 ======= NOTE 4 - COMMITMENTS AND CONTINGENCIES LITIGATION The Company is not presently involved in any litigation. NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Recently issued accounting pronouncements will have no significant impact on the Company and its reporting methods. NOTE 6 - GOING CONCERN Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $9,027 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. F-8 Centaurus Resources Corp. (An Exploration Stage Company) NOTES TO FINANCIAL STATEMENTS August 31, 2007 NOTE 7 - RELATED PARTY TRANSACTIONS Robert C. Weaver Jr., the sole officer and director of the Company may, in the future, become involved in other business opportunities as they become available, thus he may face a conflict in selecting between the Company and his other business opportunities. The Company has not formulated a policy for the resolution of such conflicts. Robert C. Weaver Jr., the sole officer and director of the Company, will not be paid for any underwriting services that he performs on behalf of the Company with respect to the Company's upcoming SB-2 offering. He will also not receive any interest on any funds that he advances to the Company for offering expenses prior to the offering being closed which will be repaid from the proceeds of the offering. NOTE 8 - STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of Statement of Financial Accounting Standards 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of Statement of Financial Accounting Standards 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. On August 13, 2007 the Company issued a total of 1,500,000 shares of common stock to one director for cash in the amount of $0.01 per share for a total of $15,000. As of August 31, 2007 the Company had 1,500,000 shares of common stock issued and outstanding. NOTE 9 - STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of August 31, 2007: Common stock, $ 0.0001 par value: 80,000,000 shares authorized; 1,500,000 shares issued and outstanding. F-9 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS INDEMNIFICATION OF DIRECTOR AND OFFICERS Centaurus Mining Corp.'s By-Laws allow for the indemnification of the officer and/or director in regard to his carrying out duties of his office. The Board of Directors will make determination regarding the indemnification of the director, officer or employee as is properly under the circumstances if he has met the applicable standard of conduct set forth in the Delaware General Corporation Law. As to indemnification for liabilities arising under the Securities Act of 1933 for director, officer or persons controlling Centaurus Resources Corp., we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated costs of this offering are as follows: Expenses (1) US ($) ------------ --------- SEC Registration Fee $ .77 Transfer Agent Fees $ 450.00 Accounting Fees and Expenses $2,700.00 Legal Fees $1,500.00 Miscellaneous $ 349.23 --------- TOTAL $5,000.00 ========= - ---------- (1) All amounts are estimates, other than the SEC's registration fee. RECENT SALES OF UNREGISTERED SECURITIES Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commission was paid in connection with the sale of any securities. We issued 1,500,000 shares of common stock on August 13, 2007 to Robert C. Weaver, Jr., our director. These shares were issued pursuant to Section 4(2) of the Securities Act at a price of $0.01 per share, for total proceeds of $15,000. The 1,500,000 shares of common stock are restricted shares as defined in the Securities Act. EXHIBITS Exhibit Number Description of Exhibits ------ ----------------------- 3.1 Articles of Incorporation. 3.2 By-Laws 5.1 Opinion & Consent of Joseph Emas, Esq. 10.1 Purchase Agreement dated August 10, 2007 between Multi Metal Mining Corp and Centaurus Resources Corp. 23.1 Consent of Chang Park, CPA 23.2 Consent of Laurence Sookochoff, P.Eng., Consulting Geologist 99.1 Subscription Agreement II-1 UNDERTAKINGS The undersigned Registrant hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: (a) Include any prospectus required by Section 10(a)(3) of the Securities Act; (b) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (c) Include any additional or changed material information on the plan of distribution. 2. To, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement relating to the securities offered herein, and to treat the offering of such securities at that time to be the initial bona fide offering thereof. 3. To remove from registration, by means of a post-effective amendment, any of the securities being registered hereby that remains unsold at the termination of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our director, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our director, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our director, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue. For determining any liability under the Securities Act, we shall treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us under Rule 424 (b) (1), or (4), or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective. For determining any liability under the Securities Act, we shall treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that the offering of the securities at that time as the initial bona fide offering of those securities. II-2 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in San Diego, CA on September 27, 2007. CENTAURUS RESOURCES CORP. By: /s/ Robert C. Weaver, Jr. ----------------------------------------- ROBERT C. WEAVER, JR. President, Secretary and Treasurer Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and and Director In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated. Signature Title Date --------- ----- ---- /s/ Robert C. Weaver, Jr. President, Secretary and Treasurer September 27, 2007 - ------------------------------ Chief Executive Officer, Chief Financial ROBERT C. WEAVER, JR. Officer, Principal Accounting Officer and Director II-3