U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For the Period ended November 30, 2007
Commission File Number 333-146344
CENTAURUS RESOURCES CORP.
(Name of small business issuer in its charter)
Delaware 26-0687353
(State of incorporation) (IRS Employer ID Number)
721 Devon Court
San Diego, CA 92109
(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)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]
Check whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes [X] No [ ]
There were 1,500,000 shares of Common Stock outstanding as of November 30, 2007.
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the 3 months ended November
30, 2007, prepared by the company, immediately follow.
2
Centaurus Resources Corp.
(An Exploration Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
(Unaudited)
As of As of
November 30, August 31,
2007 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 633 $ 5,973
-------- --------
TOTAL CURRENT ASSETS 633 5,973
-------- --------
TOTAL ASSETS $ 633 $ 5,973
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Liabilities $ -- $ --
-------- --------
TOTAL CURRENT LIABILITIES -- --
-------- --------
TOTAL LIABILITIES -- --
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.0001 par value, 100,000,000 shares
authorized; 1,500,000 shares issued and outstanding
as of November 30, 2007 and August 31, 2007, respectively.) 150 150
Additional paid-in capital 14,850 14,850
Deficit accumulated during development stage (14,367) (9,027)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 633 5,973
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 633 $ 5,973
======== ========
See Notes to the Consolidated Financial Statements
3
Centaurus Rescources, Corp.
(An Exploration Stage Company)
Statements of Operation (Unaudited)
- --------------------------------------------------------------------------------
July 23,2007
Three Months (inception)
Ended through
November 30, November 30,
2007 2007
---------- ----------
REVENUES $ -- $ --
GENERAL & ADMINISTRATIVE EXPENSES 5,340 14,367
---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 5,340 14,367
---------- ----------
NET INCOME (LOSS) $ (5,340) $ (14,367)
========== ==========
BASIC EARNINGS (LOSS) PER SHARE $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,500,000
==========
See Notes to the Consolidated Financial Statements
4
Centaurus Resources Corp.
(An Exploration Stage Company)
Statements of Shareholders Equity (unaudited)
From July 23, 2007 (inception) to November 30, 2007
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
Beginning balance -- $ -- $ -- $ -- $ --
Stock issued to founder on August 13, 2007
@ $0.01 per share, par value .0001 1,500,000 150 14,850 15,000
Net loss, August 31, 2007 (9,027) (9,027)
---------- ------ -------- --------- --------
BALANCE, AUGUST 31, 2007 1,500,000 150 14,850 (9,027) 5,973
---------- ------ -------- --------- --------
Net loss, November 30, 2007 (5,340) (5,340)
---------- ------ -------- --------- --------
BALANCE, NOVEMBER 30, 2007 1,500,000 $ 150 $ 14,850 $ (14,367) $ 633
========== ====== ======== ========= ========
See Notes to the Consolidated Financial Statements
5
Centaurus Resources Corp.
(An Exploration Stage Company)
Statements of Cash Flow (Unaudited)
- --------------------------------------------------------------------------------
July 23,2007
Three Months (inception)
Ended through
November 30, November 30,
2007 2007
-------- --------
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) $ (5,340) $(14,367)
Increase (decrease) in accounts payable -- --
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,340) (14,367)
CASH FLOW FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- --
CASH FLOW FROM FINANCING ACTIVITIES
Increase in loan from director
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 (5,340) 633
CASH AT BEGINNING OF YEAR 5,973 --
-------- --------
CASH AT END OF YEAR $ 633 $ 633
======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ --
======== ========
Income taxes paid $ -- $ --
======== ========
See Notes to the Consolidated Financial Statements
6
Centaurus Resources Corp.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (Un-audited)
November 30, 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
7
Centaurus Resources Corp.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (Un-audited)
November 30, 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.
8
Centaurus Resources Corp.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (Un-audited)
November 30, 2007
As of November 30, 2007
-----------------------
Deferred tax assets:
Net Operating Loss $ 2,155
Other 0
-------
Gross deferred tax assets $ 2,155
Valuation allowance (2,155)
-------
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
$ 14,367 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.
9
Centaurus Resources Corp.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (Un-audited)
November 30, 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 November 30, 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 November 30, 2007:
Common stock, $ 0.0001 par value: 80,000,000 shares authorized; 1,500,000 shares
issued and outstanding.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $5,340 for the three months ended November 30,
2007. These expenses consisted of general operating expenses and professional
fees incurred in connection with the day to day operation of our business and
the preparation and filing of our periodic reports.
Our net loss from inception through November 30, 2007 was $14,367. As we were
incorporated on July 23, 2007, there are no comparative figures from previous
years.
Our auditors have 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 point.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at November 30, 2007 was $633. In order to achieve our
exploration program goals, we need the funding from the offering of registered
shares pursuant to our SB-2 Registration Statement filed with the SEC under file
number 333-146344 which became effective on October 19, 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
business operations, however, our director has no formal commitment, arrangement
or legal obligation to advance or loan funds to us.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
PLAN OF OPERATION
Our plan of operation for the twelve months is to complete the first two phases
of the exploration program on our claims consisting of trenching and prospecting
over known mineralized zones, sampling and magnetometer and VLF electromagnetic
surveys. In addition to the $15,500 we anticipate spending for the first two
phases of the exploration program as outlined below, we anticipate spending an
additional $9,500 on professional fees, including fees payable in complying with
reporting obligations, and general administrative costs. Total expenditures over
the next 12 months are therefore expected to be approximately $25,000.
The following work program has been recommended by the professional geologist
who prepared the geology report for our Whale 1 & 2 Lode Claims located in the
Yellow Pine Mining District, Clark County, Nevada.
The following three phase exploration proposal and cost estimates are offered
with the understanding that consecutive phases are contingent upon positive
(encouraging) results being obtained from each preceding phase and additional
funding for Phase 3:
Phase 1 Trenching and prospecting over known $5,500
Mineralized zones
11
Phase 2 VLF - EM and magnetometer surveys, $10,000
sampling
Phase 3 Test diamond drilling of the prime targets $65,000
-------
TOTAL ESTIMATED COSTS $80,500
=======
The above program costs are management's estimates based upon the
recommendations of the professional mining geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.
We anticipate commencing the first phase of our exploration program during 2nd
quarter, 2008. We have a verbal agreement with Laurence Sookochoff, the
professional geologist who prepared the geology report on the Whale 1 & 2 Lode
mining claims, to retain his services for our planned exploration program. We
will require additional funding to proceed with the Phase 3 exploration work on
the claim. At this date, 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.
CRITICAL ACCOUNTING POLICIES
The un-audited financial statements as of November 30, 2007 included herein have
been prepared without audit pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with general
accepted accounting procedures have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. It is suggested that these financial statements be read in
conjunction with our August 31, 2007 audited financial statements and notes
thereto, which can be found in our Form SB-2 Registration Statement on the SEC
website at www.sec.gov under our SEC File Number 333-146344.
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgment.
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 Centaurus Resources Corp. Accordingly, no
pro forma compensation expense is reported in these financial statements.
12
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
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
Financial accounting Standards Statement 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.
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-QSB that are not historical
facts are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-QSB, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
13
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements, made in connection with this Form 10-QSB
that are attributable to us or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
The safe harbors of forward-looking statements provided by the Securities
Litigation Reform Act of 1995 are unavailable to issuers not subject to the
reporting requirements set forth under Section 13(a) or 15(D) of the Securities
Exchange Act of 1934, as amended. As we have not registered our securities
pursuant to Section 12 of the Exchange Act, such safe harbors set forth under
the Reform Act are unavailable to us.
ITEM 3. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have no identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
14
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-144279, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
December 28, 2007 Centaurus Resources Corp., Registrant
By: /s/ Robert C. Weaver, Jr.
-------------------------------------------
Robert C. Weaver, Jr., President and Chief
Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
December 28, 2007 Centaurus Resources Corp., Registrant
By: /s/ Robert C. Weaver, Jr.
-------------------------------------------
Robert C. Weaver, Jr., President, Secretary
and Treasurer Chief Financial Officer
(Principal Executive Officer and Principal
Accounting Officer)
15