-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T8kzHu7ZM/TVYLBm9qWL0K5nJUHCw61la7a0y1Y5XL65pbFO2xfyfQGNrtkEcSc+ nt18AB4aKGtqwJ91D8wAKw== 0001165527-08-000168.txt : 20080327 0001165527-08-000168.hdr.sgml : 20080327 20080327101148 ACCESSION NUMBER: 0001165527-08-000168 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080229 FILED AS OF DATE: 20080327 DATE AS OF CHANGE: 20080327 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Centaurus Resources Corp. CENTRAL INDEX KEY: 0001411096 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 260687353 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-146344 FILM NUMBER: 08713746 BUSINESS ADDRESS: STREET 1: 721 DEVON COURT CITY: SAN DIEGO STATE: CA ZIP: 92109 BUSINESS PHONE: 858-488-4433 MAIL ADDRESS: STREET 1: 721 DEVON COURT CITY: SAN DIEGO STATE: CA ZIP: 92109 10QSB 1 g2278.txt QTRLY REPORT FOR THE QTR ENDED 2-29-08 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB Quarterly Report Under Section 13 or 15 (d) of Securities Exchange Act of 1934 For the Period ended February 29, 2008 Commission File Number 333-146344 CENTAURUS RESOURCES CORP. (Name of small business issuer in its charter) Delaware 26-0687353 (State of incorporation) (IRS Employer ID Number) 721 Devon Court San Diego, CA 92109 (858) 488-4433 (Address and telephone number of principal executive offices) Joseph I. Emas 1224 Washington Avenue Miami Beach, FL 33139 (305) 531-1174 FAX (305) 531-1274 (Name, address and telephone number of agent for service) Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] There were 2,500,000 shares of Common Stock outstanding as of February 29, 2008. ITEM 1. FINANCIAL STATEMENTS The un-audited quarterly financial statements for the 3 months ended February 29, 2008, prepared by the company, immediately follow. 2 Centaurus Resources Corp. (An Exploration Stage Company) Balance Sheets - --------------------------------------------------------------------------------
(Unaudited) As of As of February 29, August 31, 2008 2007 -------- -------- ASSETS CURRENT ASSETS Cash $ 23,818 $ 5,973 -------- -------- TOTAL CURRENT ASSETS 23,818 5,973 -------- -------- TOTAL ASSETS $ 23,818 $ 5,973 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Liabilities $ -- $ -- -------- -------- TOTAL CURRENT LIABILITIES -- -- -------- -------- TOTAL LIABILITIES -- -- STOCKHOLDERS' EQUITY (DEFICIT) Common stock, ($0.0001 par value, 80,000,000 shares authorized; 2,500,000 shares issued and 1,500,000 issued and outstanding as of Feb.29, 2008 and Aug.31, 2007, respectively.) 250 150 Additional paid-in capital 39,750 14,850 Deficit accumulated during development stage (16,182) (9,027) -------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 23,818 5,973 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 23,818 $ 5,973 ======== ========
See Notes to the Consolidated Financial Statements 3 Centaurus Rescources, Corp. (An Exploration Stage Company) Statements of Operation (Unaudited) - --------------------------------------------------------------------------------
July 23,2007 Three Months Six Months (inception) Ended Ended through February 29, February 29, February 29, 2008 2008 2008 ---------- ---------- ---------- REVENUES $ -- $ -- $ -- GENERAL & ADMINISTRATIVE EXPENSES 1,814 7,155 16,182 ---------- ---------- ---------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES 1,814 7,155 16,182 ---------- ---------- ---------- NET INCOME (LOSS) $ (1,814) $ (7,155) $ (16,182) ========== ========== ========== BASIC EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.00) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,835,165 1,500,000 ========== ==========
See Notes to the Consolidated Financial Statements 4 Centaurus Resources Corp. (An Exploration Stage Company) Statements of Shareholders Equity (unaudited) From July 23, 2007 (inception) to February 29, 2008 - --------------------------------------------------------------------------------
Deficit Accumulated Common Additional During Common Stock Paid-in Development Stock Amount Capital Stage Total ----- ------ ------- ----- ----- Beginning balance -- $ -- $ -- $ -- $ -- Stock issued to founder on August 13, 2007 @ $0.01 per share, par value .0001 1,500,000 150 14,850 15,000 Net loss, August 31, 2007 (9,027) (9,027) ---------- ------ -------- --------- -------- BALANCE, AUGUST 31, 2007 1,500,000 150 14,850 (9,027) 5,973 ---------- ------ -------- --------- -------- Stock issued for cash on December 31, 2007 @ $0.025 per share, par value .0001 1,000,000 100 24,900 25,000 Net loss, February 29, 2008 (7,155) (7,155) ---------- ------ -------- --------- -------- BALANCE, FEBRUARY 29, 2008 2,500,000 $ 250 $ 39,750 $ (16,182) $ 23,818 ========== ====== ======== ========= ========
See Notes to the Consolidated Financial Statements 5 Centaurus Resources Corp. (An Exploration Stage Company) Statements of Cash Flow (Unaudited) - --------------------------------------------------------------------------------
July 23,2007 Three Months Six Months (inception) Ended Ended through February 29, February 29, February 29, 2008 2008 2008 -------- -------- -------- CASH FLOW FROM OPERATING ACTIVITIES Net income (loss) $ (1,814) $ (7,155) $(16,182) Increase (decrease) in accounts payable -- -- -- -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,814) (7,155) (16,182) 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 100 100 250 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 23,186 17,845 23,818 CASH AT BEGINNING OF PERIOD 632 5,973 -- -------- -------- -------- CASH AT END OF PERIOD $ 23,818 $ 23,818 $ 23,818 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest paid $ -- $ -- $ -- ======== ======== ======== Income taxes paid $ -- $ -- $ -- ======== ======== ========
See Notes to the Consolidated Financial Statements 6 Centaurus Resources Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) February 29, 2008 NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Centaurus Resources Corp. (the Company) was incorporated on July 23, 2007 under the laws of the State of Delaware, and established a fiscal year end of August 31. The Company is primarily engaged in the acquisition and exploration of mining properties. The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. Upon the location of commercially mineable reserves, the Company plans to prepare for mineral extraction and enter the development stage. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes. USE OF ESTIMATES Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS The Company expenses all costs related to the acquisition and exploration of mineral properties in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. DEPRECIATION, AMORTIZATION AND CAPITALIZATION The Company records depreciation and amortization, when appropriate, using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriate accounts and the resultant gain or loss is included in net income. 7 Centaurus Resources Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) February 29, 2008 INCOME TAXES The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations. FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company's financial instruments consist primarily of cash and certain investments. INVESTMENTS Investments that are purchased in other companies are valued at cost less any impairment in the value that is other than temporary in nature. PER SHARE INFORMATION The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period. NOTE 3 - PROVISION FOR INCOME TAXES Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. 8 Centaurus Resources Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) February 29, 2008 As of Feb. 29, 2008 ------------------- Deferred tax assets: Net Operating tax carryforwards $ 2,427 Other 0 Gross deferred tax assets $ 2,427 Valuation allowance $(2,427) Net deferred tax assets $ 0 NOTE 4 - COMMITMENTS AND CONTINGENCIES LITIGATION The Company is not presently involved in any litigation. NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Recently issued accounting pronouncements will have no significant impact on the Company and its reporting methods. NOTE 6 - GOING CONCERN Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $ 16,182 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. 9 Centaurus Resources Corp. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) February 29, 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 .025 per share for a total of $25,000. As of February 29, 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 February 29, 2008: Common stock, $ 0.0001 par value: 80,000,000 shares authorized; 2,500,000 shares issued and outstanding. 10 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenues to date. We incurred operating expenses of $1,814 for the three months ended February 29, 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 periodic reports. Our net loss from inception through February 29, 2008 was $16,182. As we were incorporated on July 23, 2007, there are no comparative figures from previous years. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach that point. LIQUIDITY AND CAPITAL RESOURCES Our cash balance at February 29, 2008 was $23,818. In order to achieve our exploration program goals, we needed the funding from the offering of registered shares pursuant to our SB-2 Registration Statement filed with the SEC under file number 333-146344 which became effective on October 19, 2007. The offering was completed and closed on December 31, 2007 for total proceeds of $25,000. 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 Our plan of operation for the twelve months is to complete the first two phases of the exploration program on our claims consisting of trenching and prospecting over known mineralized zones, sampling and magnetometer and VLF electromagnetic surveys. In addition to the $15,500 we anticipate spending for the first two phases of the exploration program as outlined below, we anticipate spending an additional $7,500 on professional fees, including fees payable in complying with reporting obligations, and general administrative costs. Total expenditures over the next 12 months are therefore expected to be approximately $23,000. 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: 11 Phase 1 Trenching and prospecting over known $ 5,500 Mineralized zones Phase 2 VLF - EM and magnetometer surveys, $10,000 sampling Phase 3 Test diamond drilling of the prime targets $65,000 ------- TOTAL ESTIMATED COSTS $80,500 ======= The above program costs are management's estimates based upon the recommendations of the professional mining geologist's report and the actual project costs may exceed our estimates. To date, we have not commenced exploration. We anticipate commencing the first phase of our exploration program during summer, 2008. We have a verbal agreement with Laurence Sookochoff, the professional geologist who prepared the geology report on the Whale 1 & 2 Lode mining claims, to retain his services for our planned exploration program. We will require additional funding to proceed with the Phase 3 exploration work on the claim. At this date, we have no current plans on how to raise the additional funding. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work after the first two phases of the exploration program. CRITICAL ACCOUNTING POLICIES The un-audited financial statements as of February 29, 2008 included herein have been prepared without audit pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with general accepted accounting procedures have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. It is suggested that these financial statements be read in conjunction with our August 31, 2007 audited financial statements and notes thereto, which can be found in our Form SB-2 Registration Statement on the SEC website at www.sec.gov under our SEC File Number 333-146344. The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. BASIS OF PRESENTATION The Company reports revenue and expenses using the accrual method of accounting for financial and tax reporting purposes. USE OF ESTIMATES Management uses estimates and assumptions in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. 12 PRO FORMA COMPENSATION EXPENSE No stock options have been issued by Centaurus Resources Corp. Accordingly, no pro forma compensation expense is reported in these financial statements. MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS The Company expenses all costs related to the acquisition and exploration of mineral properties in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore all costs are being expensed. DEPRECIATION, AMORTIZATION AND CAPITALIZATION The Company records depreciation and amortization when appropriate, using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation, is removed from the appropriate accounts and the resultant gain or loss is included in net income. INCOME TAXES The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations. FAIR VALUE OF FINANCIAL INSTRUMENTS Financial accounting Standards Statement No. 107, "Disclosures About Fair Value of Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company's financial instruments consist primarily of cash and certain investments. INVESTMENTS Investments that are purchased in other companies are valued at cost less any impairment in the value that is other than temporary in nature. PER SHARE INFORMATION The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period. FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 10-QSB that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in 13 this Form 10-QSB, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. All written forward-looking statements, made in connection with this Form 10-QSB that are attributable to us or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. The safe harbors of forward-looking statements provided by the Securities Litigation Reform Act of 1995 are unavailable to issuers not subject to the reporting requirements set forth under Section 13(a) or 15(D) of the Securities Exchange Act of 1934, as amended. As we have not registered our securities pursuant to Section 12 of the Exchange Act, such safe harbors set forth under the Reform Act are unavailable to us. ITEM 3. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have no identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken. 14 PART II - OTHER INFORMATION ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-144279, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal Financial Officer SIGNATURES Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 25, 2008 Centaurus Resources Corp., Registrant By: /s/ Robert C. Weaver, Jr. ------------------------------------------- Robert C. Weaver, Jr., President and Chief Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. March 25, 2008 Centaurus Resources Corp., Registrant By: /s/ Robert C. Weaver, Jr. ------------------------------------------- Robert C. Weaver, Jr., President, Secretary and Treasurer Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer) 15 EX-31.1 2 ex31-1.txt CEO SECTION 302 CERTIFICATION Exhibit 31.1 CERTIFICATION I, Robert C. Weaver, certify that: 1. I have reviewed this report on Form 10-QSB of Centaurus Resources Corp. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 25, 2008 /s/ Robert C. Weaver - ------------------------------------- Robert C. Weaver President and Chief Executive Officer EX-31.2 3 ex31-2.txt CFO SECTION 302 CERTIFICATION Exhibit 31.2 CERTIFICATION I, Robert C. Weaver, certify that: 1. I have reviewed this report on Form 10-QSB of Centaurus Resources Corp. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: March 25, 2008 /s/ Robert C. Weaver - -------------------------------- Robert C. Weaver Chief Financial Officer EX-32.1 4 ex32-1.txt CEO SECTION 906 CERTIFICATION Exhibit 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Centaurus Resources Corp. (the "Company") on Form 10-QSB for the period ending February 29, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert C. Weaver, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 25th day of March, 2008. /s/ Robert C. Weaver - --------------------------- Robert C. Weaver Chief Executive Officer EX-32.2 5 ex32-2.txt CFO SECTION 906 CERTIFICATION Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Centaurus Resources Corp. (the "Company") on Form 10-QSB for the period ending February 29, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert C. Weaver, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 25th day of March, 2008. /s/ Robert C. Weaver - ------------------------------ Robert C. Weaver Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----