UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended August 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)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of August 31, 2008, the registrant had 2,500,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of August 31, 2008.
CENTAURUS RESOURCES CORP.
TABLE OF CONTENTS
Page No.
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Part I
Item 1. Business 3
Item 1A. Risk Factors 16
Item 2. Properties 20
Item 3. Legal Proceedings 20
Item 4. Submission of Matters to a Vote of Securities Holders 20
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 21
Item 7. Management's Discussion and Analysis of Financial Condition
and Plan of Operation 22
Item 8. Financial Statements 24
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 33
Item 9A. Controls and Procedures 33
Part III
Item 10. Directors and Executive Officers 33
Item 11. Executive Compensation 35
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 35
Item 13. Certain Relationships and Related Transactions 36
Item 14. Principal Accounting Fees and Services 37
Part IV
Item 15. Exhibits 38
Signatures 38
2
PART I
FORWARD LOOKING STATEMENTS
This annual report 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 report.
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 1. 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.
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 claim does not
contain any reserves all funds that we spend on exploration will be lost.
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. Our fiscal year end is August 31st.
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As of August 31, 2008 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.
We have a total of 100,000,000 authorized common shares with a par value of
$0.0001 per share with 2,500,000 common shares issued and outstanding as of
August 31, 2008. We completed a Form SB-2 Registration Statement under the
Securities Act of 1933 with the U.S. Securities and Exchange Commission
registering 1,000,000 shares of our common stock at the selling price of $0.025
per share. The offering was completed with total proceeds to the company of
$25,000.
GLOSSARY OF TECHNICAL GEOLOGICAL TERMS
The following defined technical geological terms are used in this report:
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.
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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.
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.
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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.
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.
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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.
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 with a total area of
approximately 40 acres, located in the Yellow Pine Mining District, Clark
County, Nevada, see "Location Map" below.
7
[MAP SHOWING THE PROPERTY LOCATION]
8
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, 2009.
9
[MAP SHOWING THE CLAIM LOCATION]
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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 from 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.
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[MAP SHOWING THE REGIONAL GEOLOGY]
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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.
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.
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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 Completed
mineralized zones
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
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suppliers or products, equipment or services. If we are unsuccessful in securing
the products, 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
report. Mr. Weaver currently devotes approximately 5 hours per week to company
matters, he will 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.
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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.
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 for
a small business issuer under the Securities Exchange Act of 1934. We are
subject to disclosure filing requirements including filing Form 10K annually and
Form 10Q 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.
ITEM 1A. RISK FACTORS
WE ARE AN EXPLORATION STAGE COMPANY AND WE EXPECT TO INCUR OPERATING LOSSES FOR
THE FORESEEABLE FUTURE.
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. 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
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.
WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS
DEPENDENT ON OUR ABILITY TO FIND MINERALS AND EARN REVENUE. AS A RESULT, OUR
ACCOUNTANT BELIEVES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS
A GOING CONCERN.
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We have accrued net losses of $27,846 for the period from our inception on July
23, 2007 to August 31, 2008, and have no revenues to date. Our future is
dependent 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 necessary. If we fail to raise sufficient
capital if 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
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.
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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.
18
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.
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
19
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 our company.
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.
ITEM 2. PROPERTIES
We purchased the Whale Property at a cost of $6,000. Title to the Whale Property
mineral claims is held by Centaurus Resources Corp.
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.
ITEM 3. LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fiscal year
ended August 31, 2008.
20
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock was listed on the OTC Bulletin Board on May 7, 2008. The symbol
is CEUR. There has been no active trading and no high or low bid prices.
Of the 2,500,000 shares of common stock outstanding as of August 31, 2008,
1,500,000 shares are owned by Robert C. Weaver, Jr., the director, and may only
be resold in compliance with Rule 144 of the Securities Act of 1933.
As of Aaugust 31, 2008, we have 2,500,000 shares of $0.0001 par value common
stock issued and outstanding held by 30 shareholders of record.
The stock transfer agent for our securities is Signature Stock Transfer, Inc.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.
SECTION RULE 15(G) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (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 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as "bid" and
"offer" quotes, a dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, FINRA's toll free telephone number and the central number of
the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.
21
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any equity compensation plans.
SECTION 16(A)
Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d)
of the Securities Exchange Act of 1934, we are not aware of any individual who
failed to file a required report on a timely basis required by Section 16(a) of
the Securities Exchange Act of 1934.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no purchases of shares of our common stock by us or any affiliated
purchasers during the year ended August 31, 2008.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $18,819 for the year ended August 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. For the year ended August 31, 2007 we incurred operating expenses of
$9,027. Our net loss from inception through August 31, 2008 was $27,846.
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 August 31, 2008 was $17,654 and outstanding liabilities of
$5,500. 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.
22
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.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
PLAN OF OPERATION
We have completed phase one of our exploration program and are currently
reviewing the results with the geologist. Our plan of operation for the next
twelve months is to determine if we will proceed with further exploration and if
so to complete phase two of the exploration program on our claims consisting of
sampling and magnetometer and VLF electromagnetic surveys. In addition to the
$10,000 we anticipate spending for the second phase of the exploration program
as outlined below, we anticipate spending an additional $5,000 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 $15,000.
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 Completed
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.
We have a verbal agreement with Laurence Sookochoff, the professional geologist
who prepared the geology report on the Whale 1 & 2 Lode mining claims and
carried out phase one of the exploration program, to retain his services for any
further exploration. 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.
23
ITEM 8. FINANCIAL STATEMENTS
Chang G. Park, CPA, Ph. D.
* 2667 CAMINO DEL RIO S. PLAZA B * SAN DIEGO * CALIFORNIA 92108-3707 *
* TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 764-5480
* E-MAIL changgpark@gmail.com *
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Centaurus Resources Corp.
We have audited the accompanying balance sheets of Centaurus Resources Corp. (An
Exploration Stage Company, the "Company") as of August 31, 2008 and 2007 and the
related statements of operations, changes in shareholders' equity and cash flows
for the years then ended and for the period from July 23, 2007 (inception)
through August 31, 2008. 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, 2008 and 2007, and the result of its operations and its cash flows
for the years then ended 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 losses from operations 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 Park
- ------------------------------
CHANG G. PARK, CPA
September 30, 2008
San Diego, CA. 92108
Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board
24
Centaurus Resources Corp.
(An Exploration Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
August 31, August 31,
2008 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 17,654 $ 5,973
-------- --------
TOTAL CURRENT ASSETS 17,654 5,973
-------- --------
TOTAL ASSETS $ 17,654 $ 5,973
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Liabilities $ 5,500 $ --
-------- --------
TOTAL CURRENT LIABILITIES 5,500 --
-------- --------
TOTAL LIABILITIES 5,500 --
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.0001 par value, 80,000,000 shares
authorized; 2,500,000 shares and 1,500,000 issued and
outstanding as of August 31, 2008 and 2007, respectively) 250 150
Additional paid-in capital 39,750 14,850
Deficit accumulated during development stage (27,846) (9,027)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 12,154 5,973
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 17,654 $ 5,973
======== ========
See Notes to the Financial Statements
25
Centaurus Rescources, Corp.
(An Exploration Stage Company)
Statements of Operation
- --------------------------------------------------------------------------------
July 23,2007
(inception)
Year Ended Year Ended through
August 31, August 31, August 31,
2008 2007 2008
---------- ---------- ----------
REVENUES $ -- $ -- $ --
GENERAL & ADMINISTRATIVE EXPENSES 18,819 9,027 27,846
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 18,819 9,027 27,846
---------- ---------- ----------
NET INCOME (LOSS) $ (18,819) $ (9,027) $ (27,846)
========== ========== ==========
BASIC EARNINGS (LOSS) PER SHARE $ (0.01) $ (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,168,493 1,500,000
========== ==========
See Notes to the Financial Statements
26
Centaurus Resources Corp.
(An Exploration Stage Company)
Statements of Shareholders Equity
From July 23, 2007 (inception) to August 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, year ended August 31, 2008 (18,819) (18,819)
--------- ------- -------- --------- ---------
BALANCE, AUGUST 31, 2008 2,500,000 $ 250 $ 39,750 $ (27,846) $ 12,154
========= ======= ======== ========= =========
See Notes to the Financial Statements
27
Centaurus Resources Corp.
(An Exploration Stage Company)
Statements of Cash Flow
- --------------------------------------------------------------------------------
July 23, 2007
(inception)
Year Ended Year Ended through
August 31, August 31, August 31,
2008 2007 2008
-------- -------- --------
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) $(18,819) $ (9,027) $(27,846)
Increase (decrease) in accounts payable 5,500 -- 5,500
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (13,319) (9,027) (22,346)
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 100 150 250
Additional paid in capital 24,900 14,850 39,750
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 25,000 15,000 40,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH 11,681 5,973 17,654
CASH AT BEGINNING OF YEAR 5,973 -- --
-------- -------- --------
CASH AT END OF YEAR $ 17,654 $ 5,973 $ 17,654
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes paid $ -- $ -- $ --
======== ======== ========
See Notes to the Financial Statements
28
Centaurus Resources Corp.
(An Exploration Stage Company)
Notes to Financial Statements
August 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.
29
Centaurus Resources Corp.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2008
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continue)
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.
30
Centaurus Resources Corp.
(An Exploration Stage Company)
Notes to Financial Statements
August 31, 2008
- --------------------------------------------------------------------------------
NOTE 3 - PROVISION FOR INCOME TAXES (Continue)
As of August 31, 2008
---------------------
Deferred tax assets:
Net Operating tax carryforwards $ 4,177
Other --
-------
Gross deferred tax assets 4,177
Valuation allowance (4,177)
-------
Net deferred tax assets $ --
=======
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
$27,846 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.
31
Centaurus Resources Corp.
(An Exploration Stage Company)
Notes to Financial Statements
August 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 August 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 August 31, 2008:
Common stock, $ 0.0001 par value: 80,000,000 shares authorized; 2,500,000 shares
issued and outstanding.
32
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
The term "disclosure controls and procedures" is defined in Rules 13a-15(e) of
the Securities Exchange Act of 1934, or the "Exchange Act." This term refers to
the controls and procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the SEC. Our management, including
our Principal Executive Officer and Principal Financial Officer, has evaluated
the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this Annual Report on Form 10-K. Based upon that evaluation,
our Principal Executive Officer and Principal Financial Officer have concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this Annual Report on Form 10-K.
There were no changes to our internal control over financial reporting during
our last fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
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. 64 President, Secretary, Treasurer
721 Devon Court and 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.
33
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. Mr. Weaver intend to devote as much time as the Board
of Directors deem necessary to manage 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.
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 currently conducting 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.
CODE OF ETHICS
We do not currently have a code of ethics, because we have only limited business
operations and only one officer and two directors, we believe a code of ethics
would have limited utility. We intend to adopt such a code of ethics as our
business operations expand and we have more directors, officers and employees.
34
ITEM 11. 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, 2008:
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, 2008 $0 $0 $0 $0 $0 $0 $0
Weaver, Jr. Secretary, 2007 $0 $0 $0 $0 $0 $0 $0
Treasurer, and
Director
There are no current employment agreements between the company and its
officer/director.
On August 13, 2008, 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.
ITEM 12. 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 August 31, 2008 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.
35
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 60%
721 Devon Court Direct
San Diego, CA 92109
Common Stock Officer and/or director as a Group 1,500,000 60%
HOLDERS OF MORE THAN 5% OF OUR COMMON STOCK
Common Stock Robert C. Weaver, Jr. Director 1,500,000 60%
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 August 31, 2008. As of
August 31, 2008, there were 2,500,000 shares of our common stock issued and
outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Weaver was not paid for any underwriting services that he performed on our
behalf with respect to our recent offering. He will also not receive any
interest on any funds that he may advance to us for expenses incurred prior to
generating revenues.
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.
36
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services, including quarterly
reviews, were $8,000, audit-related services were $900, tax services were $Nil
and other services were $Nil during the year ended August 31, 2008.
There were no fees charged to the company for audit services, audit-related
services, tax services or other services for the year ended April 30, 2007.
37
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation*
3(ii) Bylaws*
31.1 Sec. 302 Certification of CEO
31.2 Sec. 302 Certification of CFO
32.1 Sec. 906 Certification of CEO
32.2 Sec. 906 Certification of CFO
* Included in our SB-2 filing under Commission File Number 333-146344.
SIGNATURES
Pursuant to the requirements 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.
CENTAURUS RESOURCES CORP.
October 22, 2008 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 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.
Signature Title Date
--------- ----- ----
/s/ Robert C. Weaver, Jr. President, Secretary and Treasurer October 22, 2008
- ------------------------------ Chief Executive Officer, Chief Financial
ROBERT C. WEAVER, JR. Officer, Principal Accounting Officer
and Director
38