UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MAY 31, 2008
Commission File Number 333-146344
CENTAURUS RESOURCES CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
721 Devon Court
San Diego, CA 92109
(Address of principal executive offices, including zip code.)
(858) 488-4433
(telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 2,500,000 shares as of June 11, 2008
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended May 31, 2008,
prepared by the company, immediately follow.
2
Centaurus Resources Corp.
(An Exploration Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
(Unaudited)
As of As of
May 31, August 31,
2008 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 20,828 $ 5,973
-------- --------
TOTAL CURRENT ASSETS 20,828 5,973
-------- --------
TOTAL ASSETS $ 20,828 $ 5,973
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Liabilities $ -- $ --
-------- --------
TOTAL CURRENT LIABILITIES -- --
-------- --------
TOTAL LIABILITIES -- --
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.0001 par value, 80,000,000 shares authorized;
2,500,000 shares issued and 1,500,000 issued and
outstanding as of May 31, 2008 and Aug.31, 2007, respectively.) 250 150
Additional paid-in capital 39,750 14,850
Deficit accumulated during development stage (19,172) (9,027)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 20,828 5,973
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 20,828 $ 5,973
======== ========
See Notes to the Financial Statements
3
Centaurus Rescources, Corp.
(An Exploration Stage Company)
Statements of Operation (Unaudited)
- --------------------------------------------------------------------------------
July 23,2007
Three Months Nine Months (inception)
Ended Ended through
May 31, May 31, May 31,
2008 2008 2008
---------- ---------- ----------
REVENUES $ -- $ -- $ --
GENERAL & ADMINISTRATIVE EXPENSES 2,990 10,145 19,172
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 2,990 10,145 19,172
---------- ---------- ----------
NET INCOME (LOSS) $ (2,990) $ (10,145) $ (19,172)
========== ========== ==========
BASIC EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,500,000 2,058,394
========== ==========
See Notes to the Financial Statements
4
Centaurus Resources Corp.
(An Exploration Stage Company)
Statements of Shareholders Equity
From July 23, 2007 (inception) to May 31, 2008
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
Beginning balance, July 23, 2007 -- $ -- $ -- $ -- $ --
Stock issued to founder on August 13, 2007
@ $0.01 per share 1,500,000 150 14,850 15,000
Net loss, year ended August 31, 2007 (9,027) (9,027)
--------- ------- -------- --------- ---------
BALANCE, AUGUST 31, 2007 1,500,000 150 14,850 (9,027) 5,973
--------- ------- -------- --------- ---------
Stock issued for cash on December 31, 2007 1,000,000 100 24,900 25,000
@ $0.025 per share
Net loss, nine months ended May 31, 2008 (10,145) (10,145)
--------- ------- -------- --------- ---------
BALANCE, MAY 31, 2008 (UNAUDITED) 2,500,000 $ 250 $ 39,750 $ (19,172) $ 20,828
========= ======= ======== ========= =========
See Notes to the Financial Statements
5
Centaurus Resources Corp.
(An Exploration Stage Company)
Statements of Cash Flow (Unaudited)
- --------------------------------------------------------------------------------
July 23,2007
Three Months Nine Months (inception)
Ended Ended through
May 31, May 31, May 31,
2008 2008 2008
-------- -------- --------
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) $ (2,990) $(10,145) $(19,172)
Increase (decrease) in accounts payable -- --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (2,990) (10,145) (19,172)
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 -- 100 250
Additional paid in capital -- 24,900 39,750
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 25,000 40,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (2,990) 14,855 20,828
CASH AT BEGINNING OF PERIOD 23,818 5,973 --
-------- -------- --------
CASH AT END OF PERIOD $ 20,828 $ 20,828 $ 20,828
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes paid $ -- $ -- $ --
======== ======== ========
See Notes to the Financial Statements
6
Centaurus Resources Corp.
(An Exploration Stage Company)
Notes To Financial Statements (Unaudited)
May 31, 2008
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, and established a fiscal year end of August
31. 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.
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.
7
Centaurus Resources Corp.
(An Exploration Stage Company)
Notes To Financial Statements (Unaudited)
May 31, 2008
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 (Unaudited)
May 31, 2008
As of May 31, 2008
------------------
Deferred tax assets:
Net Operating tax carryforwards $ 2,876
Other 0
Gross deferred tax assets $ 2,876
Valuation allowance $(2,876)
-------
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 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 $
19,172 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 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 (Unaudited)
May 31, 2008
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.
NOTE 8 - STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of Statement of Financial Accounting Standards 123. 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.
On December 31, 2007 the Company issued a total of 1,000,000 shares of common
stock for cash in the amount of $0.025 per share for a total of $25,000.
As of May 31, 2008 the Company had 2,500,000 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 May 31, 2008:
Common stock, $ 0.0001 par value: 80,000,000 shares authorized; 2,500,000 shares
issued and outstanding.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
BUSINESS
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 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.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $2,990 for the three months ended May 31,
2008. 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 reports with the Securities and Exchange
Commission.
Our net loss from inception through May 31, 2008 was $19,172. 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 May 31, 2008 was $20,828 and we had no outstanding
liabilities. Since inception we have sold $40,000 in equity securities. On
August 13, 2007 we issued a total of 1,500,000 shares of common stock to our
director for cash in the amount of $0.01 per share or $15,000. On December 31,
2007 we issued a total of 1,000,000 shares of common stock for cash in the
amount of $0.025 per share or $25,000, pursuant to our SB-2 Registration
Statement filed with the Securities and Exchange Commission under file number
333-146344, which became effective on October 19, 2007.
If we experience a shortage of funds prior to generating revenue from operations
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.
11
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 $4,500 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 $20,000.
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
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
summer, 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.
12
ITEM 4. 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.
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
13
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.
June 11, 2008 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.
June 11, 2008 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)
14