-----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, DtoLaw9R5nU1dmLPEDKY5kZEEwQ82VpA09ccDwVsTlExBpy3dJncS6/+XchcPxe5 lgMKURpSB8HVKkg1Etq89w== 0001165527-09-000213.txt : 20090403 0001165527-09-000213.hdr.sgml : 20090403 20090402174704 ACCESSION NUMBER: 0001165527-09-000213 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20090228 FILED AS OF DATE: 20090403 DATE AS OF CHANGE: 20090402 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: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-146344 FILM NUMBER: 09729067 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 10-Q 1 g3033.txt QTRLY REPORT FOR THE QTR ENDED 2-28-09 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 EX-31.1 2 ex31-1.txt CEO SECTION 302 CERTIFICATION EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT I, Robert C. Weaver, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q 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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the 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. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 2nd day of April, 2009. /s/ Robert C. Weaver, Jr. - ---------------------------------- Chief Executive Officer EX-31.2 3 ex31-2.txt CFO SECTION 302 CERTIFICATION EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT I, Robert C. Weaver, Jr., certify that: 1. I have reviewed this quarterly report on Form 10-Q 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. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the 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. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 2nd day of April, 2009. /s/ Robert C. Weaver, Jr. - --------------------------------- 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-Q for the period ending February 28, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert C. Weaver, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.ss.1350, as adopted pursuant toss.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 2nd day of April, 2009. /s/ Robert C. Weaver, Jr. - ------------------------------ 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-Q for the period ending February 28, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Robert C. Weaver, Jr., Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.ss.1350, as adopted pursuant toss.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 2nd day of April, 2009. /s/ Robert C. Weaver, Jr. - ------------------------------ Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----