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 FEBRUARY 28, 2009
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)
Telephone (858) 488-4433 Fax (858) 488-2555
(telephone number, including area code)
Joseph I. Emas
1224 Washington Avenue
Miami Beach, FL 33139
(305) 531-1174
FAX (305) 531-1274
(Name, address and telephone number of agent for service)
Check whether the 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.
Largeaccelerated 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 April 2, 2009
ITEM 1. FINANCIAL STATEMENTS
The un-audited quarterly financial statements for the period ended February 28,
2009, prepared by the company, immediately follow.
2
Centaurus Resources Corp.
(An Exploration Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
(Unaudited)
As of As of
February 28, August 31,
2009 2008
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 1,098 $ 17,654
-------- --------
TOTAL CURRENT ASSETS 1,098 17,654
-------- --------
TOTAL ASSETS $ 1,098 $ 17,654
======== ========
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 issued and outstanding
as of February 28, 2009 and August 31, 2008, respectively.) 250 250
Additional paid-in capital 39,750 39,750
Deficit accumulated during development stage (38,902) (27,846)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 1,098 12,154
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 1,098 $ 17,654
======== ========
See Notes to the Financial Statements
3
Centaurus Rescources, Corp.
(An Exploration Stage Company)
Statements of Operation (Unaudited)
- --------------------------------------------------------------------------------
July 23,2007
Three Months Three Months Six Months Six Months (inception)
Ended Ended Ended Ended through
February 28, February 29, February 28, February 29, February 28,
2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- ----------
REVENUES $ -- $ -- $ -- $ -- $ --
GENERAL & ADMINISTRATIVE EXPENSES 5,526 1,814 11,056 7,155 38,902
---------- ---------- ---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 5,526 1,814 11,056 7,155 38,902
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (5,526) $ (1,814) $ (11,056) $ (7,155) $ (38,902)
========== ========== ========== ========== ==========
BASIC EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,500,000 1,835,165 2,500,000 2,000,000
========== ========== ========== ==========
See Notes to the Financial Statements
4
Centaurus Resources Corp.
(An Exploration Stage Company)
Statements of Changes in Shareholders's Equity (Unaudited)
From July 23, 2007 (inception) to February 28, 2009
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
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
--------- ------- -------- --------- ---------
Net loss, six months ended February 28, 2009 (11,056) (11,056)
--------- ------- -------- --------- ---------
BALANCE, FEBRUARY 28, 2009 (UNAUDITED) 2,500,000 $ 250 $ 39,750 $ (38,902) $ 1,098
========= ======= ======== ========= =========
See Notes to the Financial Statements
5
Centaurus Resources Corp.
(An Exploration Stage Company)
Statements of Cash Flow (Unaudited)
- --------------------------------------------------------------------------------
July 23,2007
Three Months Three Months Six Months Six Months (inception)
Ended Ended Ended Ended through
February 28, February 29, February 28, February 29, February 28,
2009 2008 2009 2008 2009
-------- -------- -------- -------- --------
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) $ (5,526) $ (1,814) $(11,056) $ (7,155) $(38,902)
Increase (decrease) in accounts payable -- -- (5,500) -- --
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (5,526) (1,814) (16,556) (7,155) (38,902)
CASH FLOW FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES
CASH FLOW FROM FINANCING ACTIVITIES
Issuance of common stock -- 100 -- 100 250
Additional paid in capital -- 24,900 -- 24,900 39,750
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES -- 25,000 -- 25,000 40,000
-------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH (5,526) 23,186 (16,556) 17,845 1,098
CASH AT BEGINNING OF PERIOD 6,624 632 17,654 5,973 --
-------- -------- -------- -------- --------
CASH AT END OF PERIOD $ 1,098 $ 23,818 $ 1,098 $ 23,818 $ 1,098
======== ======== ======== ======== ========
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)
February 28, 2009
- --------------------------------------------------------------------------------
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.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing these financial
statements in accordance with U.S. 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.
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.
7
Centaurus Resources Corp.
(An Exploration Stage Company)
Notes to Financial Statements (Unaudited)
February 28, 2009
- --------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
PER SHARE INFORMATION
The Company computes loss per share in accordance with SFAS No. 128, "Earnings
per Share" which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted loss per
share gives effect to all dilutive potential common shares outstanding during
the period. Dilutive loss per share excludes all potential common shares if
their effect is anti-dilutive.
The Company has no potential dilutive instruments and accordingly basic loss and
diluted loss per share are equal.
STOCK-BASED COMPENSATION
The Company records stock-based compensation in accordance with SFAS No. 123R
"Share Based Payments", using the fair value method. All transactions in which
goods or services are the consideration received for the issuance of equity
instruments are accounted for based on the fair value of the consideration
received or the fair value of the equity instrument issued, whichever is more
reliably measurable. Equity instruments issued to employees and the cost of the
services received as consideration are measured and recognized based on the fair
value of the equity instruments issued.
RECENT ACCOUNTING PRONOUNCEMENTS
Recently issued accounting pronouncements will have no significant impact on the
Company and its reporting methods.
8
Centaurus Resources Corp.
(An Exploration Stage Company)
Notes to Financial Statements (Unaudited)
February 28, 2009
- --------------------------------------------------------------------------------
NOTE 3 - PROVISION FOR INCOME TAXES
As of February 28, 2009 the Company had net operating loss carry forwards of
approximately $38,902 that may be available this amount to reduce future years'
taxable income through 2028. Future tax benefits which may arise as a result of
these losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
As of February 28, 2009
-----------------------
Deferred tax assets:
Net Operating tax carryforwards $ 5,835
Other --
-------
Gross deferred tax assets 5,835
Valuation allowance (5,835)
-------
Net deferred tax assets $ --
=======
NOTE 4 - COMMITMENTS AND CONTINGENCIES
LITIGATION
The Company is not presently involved in any litigation.
NOTE 5 - 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
$38,902 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.
9
Centaurus Resources Corp.
(An Exploration Stage Company)
Notes to Financial Statements (Unaudited)
February 28, 2009
- --------------------------------------------------------------------------------
NOTE 5 - GOING CONCERN (continued)
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.
NOTE 6 - 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 7 - STOCK TRANSACTIONS
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 February 28, 2009 the Company had 2,500,000 shares of common stock issued
and outstanding.
NOTE 8 - STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of February 28, 2009:
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 $5,526 and $1,814 for the three months ended
February 28, 2009 and February 29, 2008, respectively. 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 February 28, 2009 was $38,902.
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 February 28, 2009 was $1,098 with 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
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:
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 1 of the exploration program, to retain his services for any
further exploration. We will require additional funding to proceed with the
Phase 2 and 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.
April 2, 2009 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.
April 2, 2009 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