UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[
X
] Annual Report Under Section 13 or 15(d) Of The Securities
Exchange Act Of 1934
For the fiscal year ended
April 30, 2007
[ ] Transition Report Under Section 13 or 15(d) Of
The Securities Exchange Act Of 1934
For the transition period from __________ to __________
COMMISSION FILE NUMBER 000-52391
CENTRUS VENTURES INC.
(Name of small business issuer in its charter)
NEVADA | 20-4178322 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
810 Peace Portal Drive, Suite 200 | |
Blaine, Washington | 98230 |
(Address of principal executive offices) | (Zip Code) |
(360) 318-3788 | |
Issuer's telephone number |
Securities registered under Section 12(b) of the Exchange Act: NONE.
Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 Par Value Per Share.
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 past 90 days. Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [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 issuers revenues for its most recent fiscal year: NIL
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: $ 145,690 as at April 30, 2007 based on a price of $0.03 per share, being the last sales price at which the registrants shares of common stock were sold.
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 37,468,926 as at July 18, 2007
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
TABLE OF CONTENTS
2
PART I
Certain statements contained in this Annual Report on Form 10-KSB constitute "forward-looking statements". These statements, identified by words such as plan, "anticipate", "believe", "estimate", "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Annual Report. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the SEC), including our annual reports on Form 10-KSB, our quarterly reports on Form 10-QSB and our current reports on Form 8-K.
As used in this annual report, the terms "we", "us", "our", Centrus, and the Company mean Centrus Ventures Inc., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.
ITEM 1. DESCRIPTION OF BUSINESS.
We were incorporated on December 14, 2005 under the laws of the State of Nevada. Our principal offices are located at Suite 200, 810 Peace Portal Drive, Blaine, WA 98230. Our telephone number is (360) 318-3788.
We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We acquired a 100% undivided interest in a mineral claim known as the Royal Blue Claim comprised of a mineral claim block totaling 20 acres located on the Yellow Pine Mining District, Clark County, Nevada. We acquired title to our Royal Blue Claim pursuant to a purchase agreement dated January 20, 2006 with Multimetal Mining Corp. We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover proven reserves on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs.
Our plan of operation, is to complete our proposed merger with Royal Mines Inc. discussed below, and continue our exploration work on our Royal Blue Claim in order to ascertain whether it possesses proven reserves of gold, silver, and copper. We will not be able to determine whether or not our mineral claim contains proven reserves, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability. 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 exploration. The acquisition of additional claims will be dependent upon our possessing sufficient capital resources at the time to purchase such claims. If no funding is available, we may be forced to abandon our operations. We have not entered into any discussions, understandings, arrangements or other agreements, preliminary or otherwise, for acquiring any additional mineral claims and/or funding arrangements for the purpose of acquiring additional mineral claims. We can provide no assurance to investors that our mineral claim contains a mineral deposit until appropriate exploratory work is done and an evaluation based on that work concludes that further work programs are justified.
RECENT CORPORATE DEVELOPMENTS
The Company experienced the following significant developments since the commencement of its fiscal year ended April 30, 2007:
1. |
The Company is presently negotiating a potential merger between Royal Mines Acquisition Corp., our wholly owned subsidiary formed for the purpose of completing the proposed merger, and Royal Mines Inc. (RMI), a private Nevada corporation engaged in mineral property exploration and development in Nevada and Arizona. The parties anticipate that the terms of the proposed merger would include: (i) existing stockholders of RMI receiving in exchange for their shares of RMI, approximately 31,700,000 shares of the merged entity; and (ii) the Companys principal stockholder, Kevin B. Epp, agreeing to submit for cancellation by the Company 23,500,000 shares of the Companys common stock held by him. As a result of the proposed transactions upon completion of the proposed merger, |
3
the Company would have approximately 45,700,000 shares of common stock issued and outstanding. The Company has instructed its legal counsel to prepare a formal agreement for the merger. There is no assurance that a formal agreement will be executed or that the merger will be completed as planned or at all. |
|
2. |
On June 11, 2007, the Companys board approved a private placement offering of up to 1,000,000 shares of its common stock at a price of $1.00 per share to U.S. residents who are accredited investors as such term is defined in Regulation D of the Securities Act of 1933 (the US Offering). The US Offering was subsequently increased to a maximum of 5,000,000 shares of the Companys common stock on July 24, 2007. In connection with the US Offering, the Company intends to pay a commission of 10% to licensed brokers or investment dealers or other qualified finders (the US Brokers) and issue to the US Brokers, warrants entitling them to purchase up to 10% of the number of shares placed by them at a price of $1.25 per share for a period of two years from closing of the US Offering (the Broker Warrants). Pursuant to the terms of the proposed US Offering, the Company will grant piggyback registration rights in respect of the shares issued to subscribers of the US Offering and the shares to be issued upon exercise of the Brokers Warrants, such registration rights to be subject to any restrictions that may be required by any underwriter of any offering in respect of which such registration rights may apply. The proceeds of the U.S. Offering and the concurrent Non- US Offering, described below, are intended to be used to fund the Companys proposed merger with RMI and for general corporate purposes. There is no assurance that the U.S. Offering will be completed as planned or at all. The above disclosure is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company in the United States. |
3. |
Also on June 11, 2007, the Companys board approved a concurrent private placement offering of up to 5,000,000 shares of the Companys common stock to persons who are not U.S. Persons as such term is defined in Regulation S of the Securities Act of 1933 (the Non-US Offering). In connection with the Non-US Offering, the Company intends to pay a commission of 10% to licensed brokers or investment dealers or other qualified finders (the Non-US Brokers) and issue to the Non-US Brokers, warrants entitling them to purchase up to 10% of the number of shares placed by them at a price of $1.25 per share for a period of two years from closing of the Non-US Offering (the Non-US Broker Warrants). Pursuant to the terms of the proposed Non-US Offering, the Company will grant piggyback registration rights in respect of the shares issued to subscribers of the Non-US Offering and the shares to be issued upon exercise of the Non-US Brokers Warrants, such registration rights to be subject to any restrictions that may be required by any underwriter of any offering in respect of which such registration rights may apply. There is no assurance that the Non-U.S. Offering will be completed as planned or at all. The above disclosure is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company in the United States. |
4. |
Effective June 8, 2007, the Company amended its Articles of Incorporation in accordance with Article 78.207 of Chapter 78 of the Nevada Revised Statutes by splitting its issued and authorized capital on a 3-for-1 basis. Accordingly, the Companys authorized capital of common stock has been increased from 100,000,000 shares to 300,000,000 shares of common stock, $0.001 par value per share, and the Companys issued and outstanding shares were increased on a 3-for-1 basis such that each shareholder now holds three shares for each one share previously held. As a result of the stock split, the Company now has 37,468,926 shares of common stock outstanding. As a result of the 3-for-1 stock split, the Companys trading symbol has been changed to CTUV effective June 8, 2007. |
5. |
The Companys shares of common stock commenced trading on the Over-The-Counter Bulletin Board on March 29, 2007 under the symbol CVNE. |
COMPETITION
We are an exploration stage company. 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 we do. 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
4
competition could adversely impact our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.
We will also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors. We will also compete with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.
COMPLIANCE WITH GOVERNMENT REGULATION
Our activities are subject to extensive federal, state, and local regulations in the United States. These statutes regulate the mining of and exploration for mineral properties, and also the possible effects of such activities upon the environment. Future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development of the Royal Blue Claim, the extent of which cannot be predicted. Our Royal Blue Claim is comprised of an unpatented mining claim located on federal land managed by the U.S. Bureau of Land Management. Mining activities on the Royal Blue Claim must be carried out in accordance with a permit issued by the Bureau of Land Management.
Other regulatory requirements monitor the following:
(a) |
Explosives and explosives handling. |
|
(b) |
Use and occupancy of site structures associated with mining. |
|
(c) |
Hazardous materials and waste disposal. |
|
(d) |
State Historic site preservation. |
|
(e) |
Archaeological and paleontological finds associated with mining. |
The State of Nevada adopted the Mined Land Reclamation Act (the Nevada Act) in 1989 that established design, operation, monitoring and closure requirements for all mining facilities. The Nevada Act has increased the cost of designing, operating, monitoring and closing new mining facilities and could affect the cost of operating, monitoring and closing existing mining facilities. The State of Nevada has also adopted reclamation regulations. The Nevada Act also requires reclamation plans and permits for exploration projects that will result in more than five acres of surface disturbance.
In the context of environmental permitting, we must comply with known standards, existing laws and regulations that may entail greater or lesser costs and delays, depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. We are not presently aware of any specific material environmental constraints affecting our property that would preclude the economic development or operation of any specific property.
If our property merits additional exploration or extraction work, it is reasonable to expect that compliance with environmental regulations will increase our costs. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on our mineral property.
EMPLOYEES
We have no employees as of the date of this Annual Report other than our sole executive officer and director. We conduct our business largely through agreements with consultants and arms-length third parties.
5
RESEARCH AND DEVELOPMENT EXPENDITURES
Other than our expenditures on our mineral exploration program of $8,000 since our inception, we have not incurred any research or development expenditures.
SUBSIDIARIES
Royal Mines Acquisition Corp. (RMAC), a private Nevada corporation, is our wholly owned subsidiary. RMAC was incorporated on June 13, 2007. We have no other subsidiaries.
PATENTS AND TRADEMARKS
We do not own any patents or trademarks.
ITEM 2. DESCRIPTION OF PROPERTY.
We rent office space at Suite 200, 810 Peace Portal Drive, Blaine, WA 98230, consisting of approximately 144 square feet, at a cost of $225 per month. This rental is on a month-to-month basis without a formal contract.
Acquisition Of Royal Blue Claim
We entered into a purchase agreement dated January 20, 2006 with Multi Metal Mining Corp. pursuant to which we acquired a 100% interest in the Royal Blue Claim for $5,000. The Royal Blue Claim property is comprised of a mineral claim with a total area of approximately 20 acres, located on the Yellow Pine Mining District, Clark County, Nevada; see Figure 1 below.
The Royal Blue Claim is recorded with the Bureau of Land Management in the State of Nevada under the following name and record numbers:
Name of Mineral Claim | BLM Number | Expiry Date |
ROYAL BLUE
|
92314
92315 |
September 1, 2007
|
In accordance with Nevada mining regulations, the Royal Blue Claim is in good standing to September 1, 2007. To keep the claim in good standing for additional years, proof of labor on the claim has to be filed each year with the Clark County recorders office in Las Vegas prior to its expiry date.
In addition to Nevada State regulations, Federal regulations require a yearly maintenance fee to keep the claim in good standing. In accordance with Federal regulations, the Royal Blue Claim is in good standing to September 1, 2007. A yearly maintenance fee of $130 is required to be paid to the Bureau of Land Management prior to the expiry date to keep the claim in good standing for an additional year. If we fail to pay the required amount of fee of this exploration work, then our mineral claim will lapse on September 1, 2007 and we will lose all interest that we have in the mineral claim.
6
Figure 1 Location of Claim
Location, Climate, Infrastructure and Access
The Royal Blue Claim is located within Section 14, Range 58E, Township 25S in the Yellow Pine Mining District of Clark County, Nevada. Access from Las Vegas is southward via Interstate Highway 15 for approximately 28 miles to Jean then to a junction with a secondary road leading southwestward for four miles to the Royal Blue Claim.
The Royal Blue Claim is situated along the western margins of Porter Wash which is at an elevation of 3,760 feet within 1,000 feet of the eastern border of the Royal Blue Claim. The Royal Blue Claim covers the lower southeasterly facing slopes of Table Mountain with topography of moderate slopes to the northwest and with elevations ranging from 3,850 feet at the southwest corner to 4,080 feet at the northwest corner. The area is 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. Our mineral claim presently does not have any mineral reserves.
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Geology
The sedimentary rocks in the district range in age from Upper Cambrian to Recent. Only two varieties of intrusive rocks are known in the district. The most abundant is granite porphyry which forms three large sill-like masses. The sills generally lie near major thrust faults and are thought to have been emplaced along breccia zones at the base of the upper plate of the thrust fault. Locally, small dikes of basaltic composition and uncertain age have been encountered in some of the mine workings. The region reveals a strong record of folding, thrust faulting and normal faulting. Folding began in the early Jurassic, resulting in broad flexures in the more massive units and tight folds in the thinly bedded rocks. The thrust faults in the district are part of a belt of thrust faulted rocks, the Foreland Fold and Thrust Belt that stretches from southern Canada to southern California.
History of Exploration
The history of the area dates back to 1856 following investigation of lead ore in the area. The first ore was smelted in 1857 and a mill was built north of Goodsprings in 1898. Goodsprings is located within five miles north of the Royal Blue Claim. 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. The Yellow Pine District has been mined primarily for lead-zinc-silver; however, an estimated 91,000 ounces of gold has also been recovered from the area. The area has been mainly dormant since 1964.
Mineralization
The lead-zinc deposits in the area of the claim 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, pyrite, limonite, cinnabar, malachite, azurite and chrysocolla. Lead-zinc deposits are comprised of hydrozincite, calamine, smithsonite, cerussite, anglesite, galena and iron oxides. The unusual mineralogy of the district is due to the great depth of surface oxidation, exceeding 200 meters.
Current State of Exploration of Royal Blue Claim
Our geological consultant, Mr. Sookochoff, recommended a three phase exploration program, at an approximate cost of $42,500, to be undertaken on the Royal Blue Claim to assess its potential to host copper, silver, and gold mineralization. The three phase program consists of the following:
Phase | Exploration Program | Cost | Status |
Phase I | Trenching and Sampling over known mineralized zones. | $5,000 | Completed in June, 2006 |
Phase II | VLF-EM and soil geochemical surveys, sampling and geological mapping of the veins within anomalous zones. | $7,500 | To be completed in mid to late 2007 |
Phase III | Test diamond drilling of the prime targets. | $30,000 | To be completed in 2007 based on the results of Phase II |
Total Estimated Cost | $42,500 |
The phased program of exploration activities is intended to generate and prioritize targets to test by trenching or drilling. The initial exploration activities on the Royal Blue Claim (grid establishment, geological mapping, soil sampling, and staking of additional claims) do not involve ground disturbance and as a result do not require a work permit. Any follow-up trenching and/or drilling will require permits and applications which are expected to be submitted well in advance of the planned work. We have only recently commenced exploration of the Royal Blue Claim and this exploration is currently in the preliminary stages. Our planned exploration program is exploratory in nature and no mineral reserves may ever be found.
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Phase I Exploration Results
The Phase I exploratory program was completed in June, 2006. Phase I consisted of trenching and sampling over known mineral zones. Pursuant to the Phase I report, two trenches, Trench A and Trench B, were blasted on a mineralized zone that was observed adjacent to and southeast of the Houghton portal and dump. The trenches are 100 feet apart and placed almost east-west to intersect the indicated mineral zone perpendicularly to its trend. The measurement of Trench A is 25 feet long, 2 feet wide and 1.5 feet deep.
The Phase I report confirmed that the mineralization and the sampling results from the trenches of the mineral zone indicated the presence of significant zinc mineralization hosted by limestone as indicated from previous reports on the Houghton Mine. The report recommended that Phase II of our exploration program be commenced with localized VLF-EM surveys, soil sampling, and geological mapping, which would be required to define the structural trend to the extensions of the known mineral zones.
Phase II Exploration
Phase II of our exploration program is anticipated to be completed in mid to late 2007. A decision on proceeding beyond the planned Phase II exploration will be made by assessing whether the results of Phase II are sufficiently positive. The decision whether or not to proceed will be based on the recommendations of our geological consultant. As of the date of this Annual Report, we have expended $8,000 in connection with the preparation of the geological report and the exploration of our mineral claim.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
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PART II
ITEM 5. |
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES. |
Market Information
Our shares of common stock commenced trading on the OTC Bulletin Board under the symbol CVNE on March 29, 2007. As a result of a three-for-one forward split of our issued and outstanding common stock, the symbol under which our shares traded on the OTC Bulletin Board changed from CVNE to CTUV effective June 8, 2007. The high and the low bid prices for our shares since March 29, 2007 as reported by the OTC Bulletin Board were:
Quarter Ended | High | Low |
April 30, 2007 | $0 | $0 |
July 31, 2007 (1) | $2.40 | $0 |
Notes:
(1) |
Includes only the high and low bid prices for the period from May 1, 2007 to June 29, 2007 as reported by the OTC Bulletin Board. |
The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.
Penny Stock Rules
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and in such form as the SEC shall require by rule or regulation. The broker-dealer also must, prior to effecting any transaction in a penny stock, provide the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock that is not otherwise exempt from those rules, the broker-dealer must: (a) make a special written determination that the penny stock is a suitable investment for the purchaser and (b) receive from the purchaser his or her written acknowledgement of receipt of the determination and a written agreement to the transaction.
These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock and therefore stockholders may have difficulty selling those securities.
Holders of Our Common Stock
As of the date of this Annual Report, we had eleven (11) registered shareholders and 37,468,926 shares of our common stock issued and outstanding.
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Unregistered Sales Of Equity Securities And Use Of Proceeds.
Other than as disclosed on the Companys Quarterly Reports on Form 10-QSB or Current Reports on Form 8-K , during the period covered by this Annual Report, the Company has not sold any equity securities that were not registered under the Securities Act during the fiscal year ended April 30, 2007.
Dividends
We have not declared any dividends on our common stock since our inception. There are no dividend restrictions that limit our ability to pay dividends on our common stock in our Articles of Incorporation or bylaws. Chapter 78 of the Nevada Revised Statutes (the NRS), does provide certain limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend:
(a) |
we would not be able to pay our debts as they become due in the usual course of business; or |
(b) |
except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution. |
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
Purchases of Equity Securities By the Small Business Issuer and Affiliated Purchasers
No purchases of equity securities were made by us during our fiscal year ended April 30, 2007.
ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
PLAN OF OPERATION
Our plan of operation is to complete our proposed merger with Royal Mines Inc. discussed above under the heading Recent Developments and to continue our exploration work on our Royal Blue Claim in order to ascertain whether it possesses proven reserves of gold, silver, and copper. Phase I of our exploration program was completed in June, 2006. The Phase I exploratory program consisted of trenching and sampling over known mineralized zones. Based on the results of Phase I of our exploration program, our geological consultant recommended that Phase II be commenced. The second phase consisting of VLF-EM and soil geochemical surveys, sampling and geological mapping of the veins within anomalous zones, which will define the structural trend to the extensions of the known mineral zones, is expected to complete in mid to late 2007. As at April 30, 2007, we have expended $8,000 in connection with the preparation of the geological report and the exploration of our mineral claim.
Cash Requirements
We anticipate that we will incur over the next twelve months the following expenses:
Category |
Planned Expenditures Over
The Next 12 Months (US$) |
Legal and Accounting Fees | $20,000 |
Office Expenses | $4,000 |
Mineral Property Exploration Expenses | $10,000 |
TOTAL | $34,000 |
Our total expenditures over the next twelve months are anticipated to be $34,000. Our cash on hand as at April 30, 2007 is $8,335. Accordingly, we do not have sufficient cash on hand to pay the estimated expenses over the next twelve months. We will also require additional financing in the event we complete our proposed
11
merger with Royal Mines Inc. or if we proceed with any additional exploration work beyond Phase II of our exploration program. A decision on proceeding beyond the planned Phase II exploration will be made by assessing whether the results of Phase II are sufficiently positive. The decision whether or not to proceed will be based on the recommendations of our geological consultant. The decision of the consultant whether or not to recommend proceeding will be based on a number of factors, including his subjective judgment and will depend primarily on the results of the immediately preceding stage.
During this exploration stage, our president will be devoting approximately 60% of his time to our business. We do not foresee this limited involvement as negatively impacting our company over the next twelve months as all exploratory work has been and will continue to be performed by outside consultants. Additionally, we will not have a need to hire any employees over the next twelve months, nor do we plan to make any purchases of equipment over the next twelve months due to reliance upon outside consultants to provide all tools needed for the exploratory work being conducted.
RESULTS OF OPERATIONS
Revenue
We have not earned any revenues to date. We do not anticipate earning revenues until such time as we enter into commercial production of the Royal Blue Claim or other mineral properties we may acquire from time to time. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs.
Expenses
The major components of our operating expenses are outlined in the table below:
Period from | Cumulative Period | ||
Year Ended April 30, | Inception to April 30, | from Inception to April | |
2007 | 2006 | 30, 2007 | |
Amortization expense | $334 | $-- | $334 |
Incorporation costs | -- | 1,575 | 1,575 |
Management fees | 33,600 | 8,400 | 42,000 |
Mineral property acquisition | -- | 5,000 | 5,000 |
Mineral property exploration costs | 1,000 | 7,000 | 8,000 |
Office and sundry | 5,143 | 1,537 | 6,680 |
Professional fees | 67,583 | 2,351 | 69,934 |
Transfer and regulatory fees | 4,830 | -- | 4,830 |
Travel and promotion | 5,054 | 755 | 5,809 |
Total | $117,544 | $26,618 | $144,162 |
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We anticipate our operating expenses will increase as we undertake our exploration program for our Royal Blue Claim and as a result of our ongoing reporting requirements under the Exchange Act. We also anticipate increased operating expenses in the event we complete our proposed merger with Royal Mines Inc.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital | |||
Percentage | |||
At April 30, 2007 | At April 30, 2006 | Increase / (Decrease) | |
Current Assets | $11,135 | $99,897 | (88.9%) |
Current Liabilities | (29,083) | (425) | 6743.1% |
Working Capital (Deficit) | $(17,948) | $99,472 | (118.0%) |
Cash Flows | ||
Period from | ||
Year Ended April 30, | Inception to April 30, | |
2007 | 2006 | |
Net Cash Used In Operating Activities | $(91,352) | $(26,193) |
Net Cash From (Used In) Investing Activities | (2,310) | -- |
Net Cash From Financing Activities | 2,100 | 126,090 |
Net Increase (Decrease) In Cash During Period | $(91,562) | $99,897 |
The decreases in our working capital surplus at April 30, 2007 from April 30, 2006, are primarily a result of: (i) expenses associated with preparing and filing our Registration Statement on Form SB-2 and the amendments thereto; and (ii) the commencement of our exploration program for our Royal Blue Claim.
Since our inception, we have used equity financings to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. See Future Financing, below.
Future Financing
Our plan of operation calls for significant expenses in connection with the exploration and drilling of the Royal Blue Claim which will require us to obtain additional financing. Our total expenditures over the next twelve months are anticipated to be $34,000. Our cash on hand as at April 30, 2007 is $8,335. Accordingly, we do not have sufficient cash on hand to pay our anticipated expenses for the next twelve months. We will also require additional financing in order to proceed with any additional work beyond Phase II of our exploration program or if we complete our proposed merger with Royal Mines Inc.
The Companys board has approved a private placement offering of up to 5,000,000 shares of the Companys common stock at a price of $1.00 per share to U.S. residents who are accredited investors as such term is defined in Regulation D of the Securities Act of 1933 and a concurrent private placement of 5,000,000 shares on the same terms to persons who are not U.S. persons as such term is defined under Regulation S of the Securities Act of 1933 (together the Private Placements). In connection with the Private Placements the Company intends to pay a commission of 10% to licensed brokers or investment dealers or other qualified finders (the Brokers) and issue to the Brokers, warrants entitling them to purchase up to 10% of the number of shares placed by them at a price of $1.25 per share for a period of two years from closing of the Private Placements (the Broker Warrants). Pursuant to the terms of the proposed Private Placements, the Company will grant piggyback registration rights in respect of the shares issued to subscribers of the Private Placements and the shares to be issued upon exercise of the Brokers Warrants, such registration rights to be subject to any restrictions that may be required by any underwriter of any offering in respect of which such registration rights may apply. The proceeds of the Private Placements are intended to be used to fund the
13
Companys proposed merger with Royal Mines Inc. and for general corporate purposes. There is no assurance that the Private Placements will be completed as planned or at all.
Obtaining additional financing is subject to a number of factors, including the market prices for the mineral property and gold. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our independent auditors believe there exists a substantial doubt about our ability to continue as a going concern.
OFF-BALANCE SHEET ARRANGEMENTS
None.
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.
We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 1 to the audited financial statements included in this annual report.
Mineral Property Interests
We are an exploration stage mining company and have not yet realized any revenue from our operations. We are primarily engaged in the acquisition, exploration and development of mining properties. Exploration costs are expensed as incurred regardless of the stage of development or existence of reserves. Costs of acquisition are capitalized subject to impairment testing, in accordance with Financial Accounting Standards 144 (FAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets, when facts and circumstances indicate impairment may exist.
We regularly perform evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.
Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that Centrus will continue exploration on such project. Centrus does not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.
If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values. Our exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. We have made, and expect to make in the future, expenditures to comply with such laws and regulations. The accumulated costs of properties that are
14
developed on the stage of commercial production will be amortized to operations through unit-of-production depletion.
RISKS AND UNCERTAINTIES
If we do not obtain additional financing, our business will fail.
We will need to obtain additional financing in order to complete our full business plan. As at April 30, 2007, we had cash of $8,335. We currently do not have any income. Our plan of operation calls for significant expenses in connection with the exploration of our mineral claim. We have completed Phase I of our recommended geological work program and have sufficient cash on hand to complete Phase II of our proposed exploration program. However, we will need additional financing to proceed past Phase II of our exploration program. We may also require additional financing if the costs of the exploration of our mineral claim are greater than anticipated. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including positive results from Phases II and III of our exploration program, and any unanticipated problems relating to our mineral exploration including environmental assessments and additional costs and expenses that may exceed our current estimates. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us in which case our business will fail.
Because we do not have any revenues, we expect to incur operating losses for the foreseeable future.
We have never earned revenues and we have never been profitable. Prior to completing exploration on the mineral property, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. If we are unable to generate financing to continue the exploration of our mineral claim, we will fail and investors will lose their entire investment.
Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.
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. Our Royal Blue Claim does not contain a known body of commercial ore and, therefore, any program conducted on the Royal Blue Claim is an exploratory search of ore. There is no certainty that any expenditures made in the exploration of the Royal Blue Claim will result in discoveries of commercial quantities of ore. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of Phase II of our exploration program do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon our possessing capital resources at the time in order to purchase such claims. 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 will have to cease operations.
We have no mineral reserves. If we do not find a mineral reserve containing gold, copper or silver, or if we cannot explore the mineral reserve, either because we do not have the money to do it or because it will not be economically feasible to do it, we will have to cease operations and investors will lose their investment. Mineral exploration, particularly for gold, 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 is subject to further risks including:
(i) |
Costs of bringing the property into production including exploration work, preparation of |
15
production feasibility studies, and construction of production facilities, all of which we have not budgeted for; |
||
(ii) |
Availability and costs of financing; |
|
(iii) |
Ongoing costs of production; and |
|
(iv) |
Environmental compliance regulations and restraints. |
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 Royal Blue Claim, and such other factors as government regulations, including regulations relating to allowable production, importing and exporting of minerals, and environmental protection. Given the above noted risks, the chances of finding reserves on our mineral properties are remote and funds expended on exploration will likely be lost.
We face significant competition in the mineral exploration industry.
We compete with other mining and exploration companies possessing greater financial resources and technical facilities than we do in connection with the acquisition of mineral exploration claims and leases on gold and other precious metal prospects and in connection with the recruitment and retention of qualified personnel. There is significant competition for the limited number of gold or silver acquisition opportunities and, as a result, we may be unable to acquire an interest in attractive gold and silver mineral exploration properties on terms we consider acceptable on a continuing basis.
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 coverage to insure 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 claim, 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 are 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:
(i) |
Water discharge will have to meet drinking water standards; |
|
(ii) |
Dust generation will have to be minimal or otherwise re-mediated; |
|
(iii) |
Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation; |
|
(iv) |
An assessment of all material to be left on the surface will need to be environmentally benign; |
|
(v) |
Ground water will have to be monitored for any potential contaminants; |
|
(vi) |
The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and |
|
(vii) |
There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species. |
Our annual cost of compliance with the Bureau of Land Management in the State of Nevada is presently approximately $130 per year. 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
16
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 executive officer does not have formal training specific to the technicalities of mineral exploration, there is a higher risk that our business will fail.
Kevin B. Epp, our sole executive officer and director, does not have any 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.
Because the prices of metals fluctuate, if the price of metals for which we are exploring decreases below a specified level, it may no longer be profitable to explore for those metals and we will cease operations.
Prices of metals are determined by such factors as expectations for inflation; the strength of the United States dollar; global and regional supply and demand; and political and economic conditions and production costs in metals producing regions of the world.
The aggregate effect of these factors on metal prices is impossible for us to predict. In addition, the prices of metals such as copper, silver or gold are sometimes subject to rapid short-term and/or prolonged changes because of speculative activities. The current demand for and supply of these metals affect the metal prices, but not necessarily in the same manner as current supply and demand affect the prices of other commodities. The supply of these metals primarily consists of new production from mining. If the prices of the metals are, for a substantial period, below our foreseeable cost of production, we could cease operations and investors could lose their entire investment.
Because our sole executive officer, Kevin B. Epp, owns 68.1% of our outstanding common stock, investors may find that corporate decisions controlled by Mr. Epp are inconsistent with the best interests of other stockholders.
Kevin B. Epp, our sole executive officer and sole director, controls 68.1% of issued and outstanding shares of our common stock. Accordingly, in accordance with our Articles of Incorporation and Bylaws, Mr. Epp is able to control who is elected to our board of directors and thus could act, or could have the power to act, as our management. Since Mr. Epp is not simply a passive investor but is also our sole executive officer, his interests as an executive may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon Mr. Epp exercising, in a manner fair to all of our shareholders, his fiduciary duties as an officer or as a member of our board of directors. Also, Mr. Epp due to his stock ownership position in Centrus will have: (i) the ability to control the outcome of most corporate actions requiring stockholder approval, including amendments to our Articles of Incorporation; (ii) the ability to control corporate combinations or similar transactions that might benefit minority stockholders which may be rejected by Mr. Epp to their detriment; (iii) control over transactions between him and Centrus; and (iv) control over the compensation of executive officers.
Because we have only one executive officer and director, Kevin B. Epp, investors may find that due to lack of segregation of corporate duties with respect to decisions made respecting executive compensation and compliance with ongoing corporate governance requirements.
The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC have imposed a variety of new requirements on public companies, including requiring changes in corporate governance practices. Our management will need to devote a substantial amount of time to these new compliance initiatives. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial
17
reporting and disclosure controls and procedures. In particular, commencing in fiscal 2007, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, because we have only one director and executive officer and the lack of segregation of corporate duties, there may be insufficient oversight of corporate decisions made by our sole executive officer respecting executive compensation and oversight of accounting functions.
Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources. Additionally, if these requirements divert our management's attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.
We may conduct further offerings in the future in which case your shareholdings will be diluted.
We completed an offering of 3,989,642 shares of our common stock (11,968,926 post 3 for 1 forward stock split) at a price of $0.03 per share to investors on April 30, 2006. Since our inception, we have relied on such equity sales of our common stock to fund our operations. We may conduct further equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake. If common stock is issued in return for additional funds, the price per share could be lower than that paid by our current stockholders. We anticipate continuing to rely on equity sales of our common stock in order to fund our business operations. If we issue additional stock, investors percentage interest in us will be lower. This condition is often referred to as "dilution. The result of such dilution could reduce the value of their stock.
Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.
Our common stock is considered to be a penny stock since it does not qualify for one of the exemptions from the definition of penny stock under Section 3a51-1 of the Securities Exchange Act of 1934 (the Exchange Act). Our common stock is a penny stock because it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a recognized national exchange; (iii) it is not quoted on the Nasdaq Stock Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.
The principal result or effect of being designated a penny stock is that securities broker-dealers participating in sales of our common stock will be subject to the penny stock regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor's account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.
18
ITEM 7. FINANCIAL STATEMENTS.
19
CENTRUS VENTURES INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Centrus Ventures Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheet of Centrus Ventures Inc. (an Exploration Stage Company) (the Company) (an Exploration Stage Company) as of April 30, 2007 and 2006, the related statements of operations, stockholders equity (deficiency) and cash flows for the years then ended and for the period from inception on December 14, 2005 to April 30, 2007. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with 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 Centrus Ventures Inc. (an Exploration Stage Company) as at April 30, 2007 and 2006 and the results of its operations and its cash flows for the years then ended and for the period from inception on December 14, 2005 to April 30, 2007, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses and net cash outflows from operations since inception. These factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ TELFORD SADOVNICK, P.L.L.C .
TELFORD SADOVNICK, P.L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS
Bellingham, Washington
July 24, 2007
F-2
CENTRUS VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Stated in U.S. Dollars)
APRIL 30 | ||||||
2007 | 2006 | |||||
ASSETS | ||||||
Current | ||||||
Cash | $ | 8,335 | $ | 99,897 | ||
Prepaid expenses | 2,800 | - | ||||
11,135 | 99,897 | |||||
Computer Equipment (Note 4) | 1,976 | - | ||||
$ | 13,111 | $ | 99,897 | |||
LIABILITIES | ||||||
Current | ||||||
Accounts payable and accrued liabilities | $ | 29,083 | $ | 425 | ||
Commitments And Contractual Obligations (Note 9) | ||||||
STOCKHOLDERS EQUITY (DEFICIENCY) | ||||||
Share Capital | ||||||
Authorized: | ||||||
300,000,000 common voting stock with a par value of | ||||||
$0.001 per share | ||||||
100,000,000 preferred stock with a par value of $0.001 per | ||||||
share | ||||||
Issued and outstanding: | ||||||
37,468,926 common shares as at April 30, 2007 and | ||||||
2006 | 12,490 | 12,490 | ||||
Additional paid-in capital | 115,700 | 115,700 | ||||
Share subscriptions receivable | - | (2,100 | ) | |||
Deficit Accumulated During The Exploration Stage | (144,162 | ) | (26,618 | ) | ||
(15,972 | ) | 99,472 | ||||
$ | 13,111 | $ | 99,897 |
The accompanying notes are an integral part of these financial statements.
F-3
CENTRUS VENTURES INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Stated in U.S. Dollars)
CUMULATIVE | |||||||||
PERIOD FROM | PERIOD FROM | ||||||||
INCEPTION | INCEPTION | ||||||||
DECEMBER 14 | DECEMBER 14 | ||||||||
YEAR ENDED | 2005 TO | 2005 TO | |||||||
APRIL 30 | APRIL 30 | APRIL 30 | |||||||
2007 | 2006 | 2007 | |||||||
Revenue | $ | - | $ | - | $ | - | |||
Expenses | |||||||||
Depreciation expense | 334 | - | 334 | ||||||
Incorporation costs | - | 1,575 | 1,575 | ||||||
Management fees | 33,600 | 8,400 | 42,000 | ||||||
Mineral property acquisition | - | 5,000 | 5,000 | ||||||
Mineral property exploration costs | 1,000 | 7,000 | 8,000 | ||||||
Office and sundry | 5,143 | 1,537 | 6,680 | ||||||
Professional fees | 67,583 | 2,351 | 69,934 | ||||||
Transfer and regulatory fees | 4,830 | - | 4,830 | ||||||
Travel and promotion | 5,054 | 755 | 5,809 | ||||||
117,544 | 26,618 | 144,162 | |||||||
Net Loss For The Period | $ | (117,544 | ) | $ | (26,618 | ) | $ | (144,162 | ) |
Basic And Diluted Loss Per Common | |||||||||
Share | $ | (0.00 | ) | $ | (0.00 | ) | |||
Weighted Average Number Of Common | |||||||||
Shares Outstanding | 37,468,926 | 20,412,819 |
The accompanying notes are an integral part of these financial statements.
F-4
CENTRUS VENTURES INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Stated in U.S. Dollars)
PERIOD | CUMULATIVE | ||||||||
FROM | PERIOD FROM | ||||||||
INCEPTION | INCEPTION | ||||||||
DECEMBER 14 | DECEMBER 14 | ||||||||
YEAR ENDED | 2005 TO | 2005 TO | |||||||
APRIL 30 | APRIL 30 | APRIL 30 | |||||||
2007 | 2006 | 2007 | |||||||
Cash (Used In) Operating Activities | |||||||||
Net loss for the period | $ | (117,544 | ) | $ | (26,618 | ) | $ | (144,162 | ) |
Item not involving cash: | |||||||||
Depreciation expense | 334 | - | 334 | ||||||
(117,210 | ) | (26,618 | ) | (143,828 | ) | ||||
Changes in non-cash operating working | |||||||||
capital items: | |||||||||
Accounts payable and accrued liabilities | 28,658 | 425 | 29,083 | ||||||
Prepaid expenses | (2,800 | ) | - | (2,800 | ) | ||||
(91,352 | ) | (26,193 | ) | (117,545 | ) | ||||
Cash Flows From Investing Activity | |||||||||
Purchase of computer equipment | (2,310 | ) | - | (2,310 | ) | ||||
Cash Flows From Financing Activity | |||||||||
Issue of common stock | 2,100 | 126,090 | 128,190 | ||||||
Increase (Decrease) In Cash | (91,562 | ) | 99,897 | 8,335 | |||||
Cash, Beginning Of Period | 99,897 | - | - | ||||||
Cash, End Of Period | $ | 8,335 | $ | 99,897 | $ | 8,335 | |||
Supplemental Disclosure Of Cash Flow | |||||||||
Information | |||||||||
Cash paid during the period for: | |||||||||
Interest | $ | - | $ | - | $ | - | |||
Income taxes | $ | - | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements.
F-5
CENTRUS VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIENCY)
PERIOD FROM DECEMBER 14, 2005 (INCEPTION) TO APRIL
30, 2007
(Stated in U.S. Dollars)
DEFICIT | ||||||||||||||||||
COMMON STOCK | ACCUMULATED | |||||||||||||||||
ADDITIONAL | SHARE | DURING THE | ||||||||||||||||
PAID-IN | SUBSCRIPTIONS | EXPLORATION | ||||||||||||||||
SHARES | AMOUNT | CAPITAL | RECEIVABLE | STAGE | TOTAL | |||||||||||||
January 11, 2006 | ||||||||||||||||||
Stock issued for cash | ||||||||||||||||||
at $0.001 | 8,500,000 | $ | 8,500 | $ | - | $ | - | $ | - | $ | 8,500 | |||||||
April 30, 2006 Stock | ||||||||||||||||||
issued for cash at | ||||||||||||||||||
$0.03 | 3,989,642 | 3,990 | 115,700 | - | - | 119,690 | ||||||||||||
Share subscriptions | ||||||||||||||||||
receivable | - | - | - | (2,100 | ) | - | (2,100 | ) | ||||||||||
Stock split adjustment | 24,979,284 | |||||||||||||||||
Net loss for the period | - | - | - | - | (26,618 | ) | (26,618 | ) | ||||||||||
Balance, April 30, | ||||||||||||||||||
2006 | 37,468,926 | 12,490 | 115,700 | (2,100 | ) | (26,618 | ) | 99,472 | ||||||||||
Share subscriptions | ||||||||||||||||||
received | - | - | - | 2,100 | - | 2,100 | ||||||||||||
- | - | - | - | - | ||||||||||||||
Net loss for the year | - | - | - | - | (117,544 | ) | (117,544 | ) | ||||||||||
Balance, April 30, | ||||||||||||||||||
2007 | 37,468,926 | $ | 12,490 | $ | 115,700 | $ | - | $ | (144,162 | ) | $ | (15,972 | ) |
The accompanying notes are an integral part of these financial statements.
F-6
CENTRUS VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
1. |
NATURE OF OPERATIONS |
Organization |
|
Centrus Ventures Inc. (the Company) was incorporated in the State of Nevada, U.S.A., on December 14, 2005. The Companys principal executive offices are in Blaine, Washington, U.S.A. |
|
Exploration Stage Activities |
|
The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company has not commenced business operations. The Company is an exploration stage company as defined in the Securities and Exchange Commission (S.E.C.) Industry Guide No. 7. |
|
Forward Stock Split |
|
Subsequent to the year ended April 30, 2007, the Company completed a forward stock split on a three-new for one-old basis. The Company also increased their number of authorized common shares from 100,000,000 to 300,000,000. All amounts within these financial statements have been adjusted to reflect these changes. |
|
Going Concern |
|
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. |
|
As shown in the accompanying financial statements, the Company has incurred a net loss of $144,162 for the period from December 14, 2005 (inception) to April 30, 2007, and has no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its natural resource properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence. |
|
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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 judgement. |
F-7
CENTRUS VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
The financial statements have, in managements opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: |
|
Organization and Start-up Costs |
|
Costs of start-up activities, including organizational costs, are expensed as incurred. |
|
Use of Estimates |
|
The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from the estimates. |
|
Cash |
|
Cash consists of cash on deposit with high quality major financial institutions, and to date has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits. For purposes of the balance sheets and statements of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents. At April 30, 2007 and 2006, the Company had no cash equivalents. |
|
Computer Equipment |
|
Computer equipment is recorded at cost and is being amortized using the declining balance method at 30% per year. |
|
Income Taxes |
|
Income taxes are recognized in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), Accounting for Income Taxes, whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized. |
F-8
CENTRUS VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Mineral Property Interests |
|
The Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Exploration costs are expensed as incurred regardless of the stage of development or existence of reserves. Costs of acquisition are capitalized subject to impairment testing, in accordance with Financial Accounting Standards 144 (FAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets, when facts and circumstances indicate impairment may exist. |
|
The Company regularly performs evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable. |
|
Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that the Company will continue exploration on such project. The Company does not set a pre- determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate. |
|
If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values. |
|
The Companys exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. |
|
The accumulated costs of properties that are developed on the stage of commercial production will be amortized to operations through unit-of-production depletion. |
F-9
CENTRUS VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Exploration Stage Enterprise |
|
The Companys financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (SFAS 7), Accounting and Reporting for Development Stage Enterprises, as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage. |
|
Financial Instruments |
|
The Companys financial instruments consist of cash and accounts payable and accrued liabilities. |
|
Unless otherwise noted, it is managements opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted. |
|
Stock-Based Compensation |
|
On December 1, 2005, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board (FASB) Statement No. 123(R), Share-Based Payment, (SFAS 123R). The Company adopted SFAS 123R using the modified- prospective-transition method. Under this method, compensation cost to be recognized in the current year includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of the Companys previous year end, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to the Companys previous year end, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of SFAS 123R. The results for the prior periods do not require restatement as the Company has not granted any stock options from inception to April 30, 2007. The Companys results of operations for the year ended April 30, 2007 were no different than if the Company had not adopted SFAS 123R because (i) there were no previously granted stock options, and (ii) no stock options were granted during the year ended April 30, 2007. As a result, no pro forma disclosure of the impact of adopting SFAS 123R has been provided for the year ended April 30, 2007. |
F-10
CENTRUS VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
|
Stock-Based Compensation (Continued) |
||
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (EITF) in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18. |
||
Basic and Diluted Loss Per Share |
||
In accordance with Statement of Financial Accounting Standards No. 128 (SFAS 128), Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At April 30, 2007 and 2006, the Company has no common stock equivalents that were anti-dilutive and excluded in the earnings per share computation. |
||
Foreign Currency Translation |
||
The Companys functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars as follows: |
||
i) |
monetary items at the exchange rate prevailing at the balance sheet date; |
|
ii) |
non-monetary items at the historical exchange rate; |
|
iii) |
revenue and expense at the average rate in effect during the applicable accounting period. |
|
Translation adjustments resulting from this process are recorded in Stockholders Equity (Deficiency) as a component of Accumulated Other Comprehensive Income (Loss). |
||
Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are recorded in the Statement of Operations. |
F-11
CENTRUS VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Revenue Recognition |
|
The Company recognizes revenue in accordance with the criteria outlined in Securities Exchange Commission Staff Accounting Bulletin No. 104 (SAP 104), Revenue Recognition. Revenues will be recognized once they are earned; specifically when: (a) services are provided or products are delivered to customers, (b) clear proof that an arrangement exists, (c) amounts are fixed or can be determined, and (d) the Companys ability to collect is reasonably assured. |
|
Asset Impairment |
|
Long-lived assets are tested for recoverability whenever events or changes in circumstances indicate the carrying amount may not be recoverable, pursuant to guidance established in Statement of Financial Accounting Standards No. 144 (SFAS 144), Accounting for the Impairment or Disposal of Long-lived Assets. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value. |
|
Asset Retirement Obligations |
|
The Company has adopted Statement of Financial Accounting Standards No. 143 (SFAS 143), Accounting for Asset Retirement Obligations, which requires that an asset retirement obligation (ARO) associated with the retirement of a tangible long-lived asset be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Companys credit-adjusted risk-free interest rate. To date, no significant asset retirement obligation exists due to the early stage of exploration. Accordingly, no liability has been recorded. |
F-12
CENTRUS VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Environmental Costs |
|
Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Companys commitments to plan of action based on the then known facts. |
|
3. |
RECENT ACCOUNTING PRONOUNCEMENTS |
The following Recent Accounting Pronouncements are disclosed as they may be applicable to the Companys operations and have an impact on the Companys financial statements: |
|
In September 2006, FASB issued SFAS No. 157, Fair Value Measures. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be the fiscal year beginning May 1, 2008. The Company is currently evaluating the impact of adopting SFAS No. 157 but does not expect that it will have a significant effect on its financial position or results of operations. |
|
In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for interim periods ending after November 15, 2006. The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a significant effect on its financial position or results of operations. |
F-13
CENTRUS VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
3. |
RECENT ACCOUNTING PRONOUNCEMENTS (Continued) |
In June 2006, FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes- an Interpretation of FASB Statement No. 109 . This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with FASB No. 109, Accounting for Income Taxes. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This Interpretation is effective for fiscal years beginning after December 15, 2006. The Company has determined that the adoption of Statement No. 158 does not have any material impact on the Companys results of operations or financial position. |
|
In February 2006, FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140, to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of Long-Lived Assets, to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement is not expected to have a significant effect on the Companys future reported financial position or results of operations. |
|
In December 2004, FASB issued SFAS No. 153, Exchanges of Non-monetary Assets - An Amendment of APB Opinion No. 29 (SFAS 153). The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS 153 amends Opinion No. 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non- monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS 153 are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 1, 2006. Early application is permitted and companies must apply the standard prospectively. The Company has determined that the adoption of this standard is not expected to have any material impact on the Companys results of operations or financial position. |
F-14
CENTRUS VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
2007 | 2006 | ||||||||||||||||||
ACCUMULATED | NET BOOK | NET BOOK | |||||||||||||||||
RATE | COST | DEPRECIATION | VALUE | VALUE | |||||||||||||||
Computer software | 3 yrs. | 30% | $ | 1,986 | $ | 298 | $ | 1,688 | $ | - | |||||||||
Printer | 3 yrs. | 30% | 324 | 36 | 288 | - | |||||||||||||
$ | 2,310 | $ | 334 | $ | 1,976 | $ | - |
5. |
MINERAL PROPERTY |
On January 20, 2006, the Company entered into a purchase agreement to acquire an undivided 100% interest in a mineral claim (known as the Royal Blue Mineral Claim) located in the Yellow Pine Mining Division, Clark County, State of Nevada. The consideration was $5,000 cash (paid) on execution of the agreement. |
|
6. |
COMMON STOCK |
On January 11, 2006, pursuant to a private placement the Company sold 8,500,000 (25,500,000 after the stock split) shares of its common stock at $0.001 per share for cash. |
|
On April 30, 2006, pursuant to a private placement the Company sold 3,989,642 (11,968,926 after the stock split) shares of its common stock at $0.03 per share for cash. |
|
The Company has no stock option plan, warrants or other dilutive securities. |
F-15
CENTRUS VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
7. |
RELATED PARTY TRANSACTIONS |
|
During the year ended April 30, 2007, the Company paid management fees in the amount of $36,400 (2006 - $8,400) to a director of the Company. Of this amount, $2,800 was prepaid for services performed subsequent to the Companys year end. |
||
8. |
INCOME TAX |
|
a) |
Income Tax Provision |
|
The provision for income taxes differs from the result, which would be obtained by applying the statutory income tax rate of 34% to income before income taxes. The difference results from the following items: |
2007 | 2006 | ||||||
Computed expected (benefit of) income taxes | $ | (40,000 | ) | $ | (9,000 | ) | |
Increase in valuation allowance | 40,000 | 9,000 | |||||
Income tax provision | $ | - | $ | - |
b) |
Significant components of the Companys deferred income tax assets are as follows: |
2007 | 2006 | ||||||
Operating loss carry forward | $ | 131,162 | $ | 14,618 | |||
Mineral property expense | 4,000 | 5,000 | |||||
Exploration expense | 6,500 | 7,000 | |||||
141,662 | 26,618 | ||||||
Statutory tax rate | 34% | 34% | |||||
Deferred income tax assets | 48,000 | 9,000 | |||||
Valuation allowance | (48,000 | ) | (9,000 | ) | |||
Income tax provision | $ | - | $ | - |
F-16
CENTRUS VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2007 AND 2006
(Stated in U.S. Dollars)
8. |
INCOME TAX (Continued) |
|
c) |
The Company has incurred operating losses of approximately $131,162, which, if unutilized, will commence expiring in 2026. Subject to certain restrictions, the Company has mineral property and exploration expenditures of $13,000 available to reduce future taxable income. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry forwards: |
INCOME TAX OPERATING | |||||||
LOSS CARRY FORWARD | |||||||
EXPIRATION | |||||||
AMOUNT | DATE | ||||||
2006 | $ | 14,618 | 2026 | ||||
2007 | 116,544 | 2027 | |||||
Total income tax operating loss carry forward | $ | 131,162 |
9. |
COMMITMENTS AND CONTRACTUAL OBLIGATIONS |
The Company has a contractual obligation to pay a management fee to a director of the Company on a month-to-month basis at the rate of $2,800 per month. |
|
The Company has no significant commitments or contractual obligations with any parties respecting executive compensation, consulting arrangements or other matters. Rental of premises is on a month-to-month basis. |
10. |
SUBSEQUENT EVENT |
Subsequent to the year ended April 30, 2007, the Company incorporated a wholly-owned subsidiary, Royal Mines Acquisition Corp., in the state of Nevada, U.S.A. |
F-17
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 8A. CONTROLS AND PROCEDURES.
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that these disclosure controls and procedures are effective.
There were no changes in our internal control over financial reporting during the quarter ended April 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 8B. OTHER INFORMATION.
None.
20
PART III
ITEM 9. |
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. |
DIRECTORS AND OFFICERS
The following table sets forth the name, age and positions of our sole executive officer and director as of the filing of this Annual Report:
Name
|
Age
|
Office(s)
Held
|
Kevin B. Epp
|
32
|
Chief Executive Officer, Chief
Financial Officer,
President, Secretary, Treasurer, and Director |
Set forth below is a brief description of the background and business experience of our sole executive officer and sole director:
Kevin B. Epp is our President, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer and our sole director. Since May, 2001, Mr. Epp has been in charge of scouting and recruiting future prospects, as well as contract negotiations for Titan Sports Management, a professional sports agency. Mr. Epp attended the University of Alaska Fairbanks on a scholarship, where he graduated in 1998 with his degree in Business Administration, with an emphasis in Management and International Business. While playing professional ice hockey in San Diego from September, 1998 to December, 2000, Mr. Epp also attended the University of San Diego taking graduate courses in negotiations.
Mr. Epp provides his services on a part-time basis as required for the business of Centrus. Mr. Epp presently commits approximately 60% of his business time to the business of Centrus. We pay to Mr. Epp a management fee of $2,800 per month in connection with management services provided by Mr. Epp to us since February, 2006. The payments are made pursuant to a verbal agreement with Mr. Epp for an indefinite term and we may terminate the payments at any time.
Mr. Epp does not have formal training as a geologist or in the technical or managerial aspects of management of a mineral exploration company. His prior managerial and consulting positions have 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 our independent geological consultant, Laurence Sookochoff, P.Eng. 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.
We pay our sole executive officer and director a fee of $2,800 per month for management services provided to Centrus commencing February, 2006. We do not pay to our director any compensation for serving as a director on our board of directors.
Significant Employees
We have no significant employees other than our sole officer and director. We conduct our business through agreements with consultants and arms-length third parties.
Key Consultants
Laurence Sookochoff, P.Eng. is our consulting geologist. Mr. Sookochoff is a consulting professional engineer in the Geological Section of the Association of Professional Engineers and Geoscientists of the Province of British Columbia, Canada. Mr. Sookochoff attended the University of British Columbia and holds
21
a Bachelor of Science degree in geology. Mr. Sookochoff has been licensed as a professional engineer by the Professional Engineers Association of British Columbia for the past 29 years.
We have a verbal agreement with Mr. Sookochoff to provide us with consulting services on request, in accordance with standard industry practices. Pursuant to the terms of the agreement, Mr. Sookochoff agreed to provide us with geological consulting services in accordance with the geological exploration program prepared by Mr. Sookochoff. The length of time Mr. Sookochoff will perform consulting services for Centrus is based on whether we continue to proceed with each phase of the exploration program. Mr. Sookochoff is not involved in the day to day operations of Centrus. He is our geological consultant who was hired to perform our planned geological exploration program. Any decisions made by our management with respect to proceeding with each of the phases outlined in our exploration program are based on Mr. Sookochoff recommendations following the completion of each phase of the exploration program.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our Bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Committees of the Board Of Directors
Our audit committee presently consists of our sole director. We do not have a compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees.
Our sole director performs the functions of a nominating committee and oversees the process by which individuals may be nominated to our board of directors. The current size of our board of directors does not facilitate the establishment of a separate committee. We hope to establish a separate nominating committee consisting of independent directors, if the number of our directors is expanded.
Audit Committee Financial Expert
We have no audit committee financial expert serving on our audit committee. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our stage of development, we believe the services of a financial expert are not warranted.
CODE OF ETHICS
On July 24, 2007, we adopted a Code of Ethics applicable to our officers and directors which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to this Annual Report on Form 10-KSB. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a current report on Form 8-K filed with the SEC.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the Reporting Persons), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all forms they file pursuant to Section 16(a). Based on our review of the copies of such forms received by us, other than as described below, no other reports were required for those persons. We believe that, during the year ended April 30, 2007, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them.
22
ITEM 10. EXECUTIVE COMPENSATION.
Summary Compensation Table
The following table summarizes all compensation recorded by us in the most recent fiscal year ended April 30, 2007 for our principal executive officer, each of our other two most highly compensated executive officers serving as such whose annual compensation exceeded $100,000, and up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of our company at the end of our fiscal year. Such officers are referred to herein as our Named Executive Officers.
Notes:
(1) |
Since February, 2006, we have paid Kevin Epp, our sole director and officer a management fee of $2,800 per month pursuant to a verbal agreement. The agreement is on a month-to-month basis with no formal contract. |
OUTSTANDING AWARDS AT FISCAL YEAR-END
Since our inception on December 14, 2005, we have not granted any stock options or stock appreciation rights to any of our executive officers. We do not have any long-term incentive plans, pension plans, or similar compensatory plans for our directors or executive officers.
DIRECTOR COMPENSATION
Since February, 2006, we have paid Kevin Epp, our sole director and officer a management fee of $2,800 per month pursuant to a verbal agreement. The agreement is on a month-to-month basis with no formal contract. We have no other arrangements for the compensation of any of our directors.
The following table summarizes the compensation paid to our sole director for the fiscal year ended April 31, 2007.
Name | Fees | Stock | Option | Non-Equity | Nonqualified | All Other | Total |
Earned or | Awards | Awards | Incentive Plan | Deferred | Compensation | ($) | |
Paid in | ($) (1) | ($) (1) | Compensation | Compensation | ($) | ||
Cash | ($) | Earnings | |||||
($) | ($) | ||||||
Kevin B. Epp | $33,600 (2) | - | - | - | - | - | $33,600 |
Notes:
(1) |
The dollar value of stock awards and options awards are calculated in accordance with Statement of Financial Accounts (SFAS) 123R, Share Based Payments . |
(2) |
Since February, 2006, we have paid Kevin Epp, our sole director and officer a management fee of $2,800 per month pursuant to a verbal agreement. The agreement is on a month-to-month basis with no formal contract. |
23
EMPLOYMENT CONTRACTS
We have no employment contracts, termination of employment or change-in-control arrangements with any of our executive officers or directors.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
EQUITY COMPENSATION PLANS
We have no equity compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.
Equity Compensation Plan Information
Number of Securities | |||
Remaining Available for | |||
Future Issuance Under | |||
Number of Securities to | Weighted-Average | Equity Compensation | |
be Issued Upon Exercise | Exercise Price of | Plans (Excluding | |
of Outstanding Options, | Outstanding Options, | Securities Reflected in | |
Plan Category | Warrants and Rights | Warrants and Rights | column (a)) |
(a) | (b) | (c) | |
Equity Compensation | Not Applicable | Not Applicable | Not Applicable |
Plans Approved By Security | |||
Holders | |||
Equity Compensation Plans | Not Applicable | Not Applicable | Not Applicable |
Not Approved By Security | |||
Holders |
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 July 18, 2007 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) each of our directors, (iii) named executive officers, and (iv) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.
Amount and Nature | |||
Name and Address | of Beneficial | Percentage of | |
Title of Class | of Beneficial Owner | Ownership | Common Stock (1) |
Security Ownership of Management | |||
Common Stock | Kevin B. Epp | 25,500,000 | 68.1% |
CEO and CFO, President, | Direct | ||
Secretary, Treasurer | |||
Director | |||
Suite 200, 810 Peace Portal Drive | |||
Blaine, WA 98230 | |||
Common Stock | All Officers and Directors | 25,500,000 | 68.1% |
as a Group (1 person) | |||
Security Ownership of Certain Beneficial Owners | |||
Common Stock | Kevin B. Epp | 25,500,000 | 68.1% |
CEO and CFO, President, | Direct | ||
Secretary, Treasurer |
24
Amount and Nature | |||
Name and Address | of Beneficial | Percentage of | |
Title of Class | of Beneficial Owner | Ownership | Common Stock (1) |
Director | |||
Suite 200, 810 Peace Portal Drive | |||
Blaine, WA 98230 |
Notes:
(1) |
Applicable percentage of ownership is based on 37,468,926 shares of common stock issued and outstanding as of April 30, 2007, together with securities exercisable or convertible into shares of common stock within 60 days of April 30, 2007 for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of April 30, 2007 are deemed to be beneficially owned by the person holding such options for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. |
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
None of the following persons has any direct or indirect material interest in any transaction to which we were or are a party since the commencement of the fiscal year ended April 30, 2007, or in any proposed transaction to which we propose to be a party:
(A) |
any director or officer; |
(B) |
any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or |
(C) |
any immediate relative or spouse of any of the foregoing persons. |
We issued 8,500,000 (25,500,000 post-3:1 split) shares of common stock to our sole executive officer and sole director, Kevin B. Epp, at a price of $0.001 per share. This issuance was made to Mr. Epp, who is a sophisticated individual and is in a position of access to relevant and material information regarding our operations. The shares were issued pursuant to Section 4(2) of the Securities Act and are restricted shares as defined in the Securities Act.
Since February, 2006, we have paid to Mr. Epp a management fee of $2,800 per month pursuant to a verbal agreement. The agreement is on a month-to-month basis with no formal contract.
DIRECTOR INDEPENDENCE
Our common stock is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Our sole director is Kevin B. Epp. Accordingly, we do not have any independent directors.
As a result of our limited operating history and minimal resources, we believe that we will have difficulty in attracting independent directors. In addition, we would likely be required to obtain director and officer insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.
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ITEM 13. EXHIBITS.
Exhibit |
|
Number |
Description of Exhibits |
|
|
3.1 |
Articles of Incorporation. (1) |
|
|
3.2 |
Certificate of Change Pursuant to NRS 78.209 increasing the authorized capital of common stock to 300,000,000 shares, par value $0.001 per share. (2) |
|
|
3.3 |
Bylaws. (1) |
|
|
4.1 |
Form of Share Certificate. (1) |
|
|
10.1 |
Purchase Agreement dated January 20, 2006 between Multi Metal Mining Corp and Centrus Ventures Inc. (1) |
|
|
14.1 | |
21.1 | List of Subsidiaries |
|
|
31.1 | |
|
|
32.1 |
Notes:
(1) |
Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on August 17, 2006, as amended. |
(2) |
Filed with the SEC as an exhibit to our Current Report on Form 8-K filed June 12, 2007. |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The aggregate fees billed for the two most recently completed fiscal years ended April 30, 2007 and 2006 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included our Quarterly Reports on Form 10-QSB and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
Year Ended April 30, 2007 | Year Ended April 30, 2006 | |
Audit Fees | $ 13,665 | $ - |
Audit Related Fees | - | - |
Tax Fees | - | - |
All Other Fees | - | - |
Total | $ 13,665 | $ - |
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors
The policy of our Audit Committee is to pre-approve all audit and permissible non-audit services to be performed by our independent auditors during the fiscal year. Before we engage an independent public accountant to render audit or non-audit services, the engagement is approved by our audit committee or the engagement to render services is entered into pursuant to pre-approval policies and procedures established by the audit committee.
26
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CENTRUS VENTURES INC. | |||
Date: | July 27, 2007 | By: | /s/ Kevin B. Epp |
KEVIN B. EPP | |||
Chief Executive Officer, Chief Financial Officer | |||
President, Secretary and Treasurer | |||
(Principal Executive Officer | |||
and Principal Accounting 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.
Date: | July 27, 2007 | By: | /s/ Kevin B. Epp |
KEVIN B. EPP | |||
Chief Executive Officer, Chief Financial Officer | |||
President, Secretary and Treasurer | |||
Director |
CODE OF ETHICS
CENTRUS VENTURES INC.
(the Corporation)
The Board of Directors of the Corporation has adopted the following Code of Ethics (the Code) for directors and officers of the Corporation. This purpose of the Code is to:
1. |
focus the Board of Directors and each director and officer on areas of ethical risk; |
2. |
provide guidance to directors to help them recognize and deal with ethical issues; |
3. |
provide mechanisms to report unethical conduct; and |
4. |
help foster a culture of honesty and accountability. |
Each director and officer of the Corporation must comply with the letter and spirit of this Code.
No code or policy can anticipate every situation that may arise or replace the thoughtful behavior of an ethical director and officer. Directors and officers are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Board of Directors.
A. CONFLICT OF INTEREST
Directors and officers must avoid any conflicts of interest between the director or officer and the Corporation unless the relationship is approved in advance by the Board of Directors of the Corporation. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Corporation, should be disclosed promptly to the Corporations Board of Directors. A conflict of interest can occur when:
1. |
A director's or officers personal interest is adverse toor may appear to be adverse tothe interests of the Corporation as a whole. |
2. |
A director or officer, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a director of officer of the Corporation. |
Some of the more common conflicts which directors should avoid are listed below:
a. |
Relationship of Corporation with Third-Parties |
|
Directors may not receive a personal benefit from a person or firm which is seeking to do business or to retain business with the Corporation unless approved by the Board of Directors of the Corporation. A director or officer shall withdraw him or herself from any decision of the Board of Directors involving another firm or corporation with which the director or officer is affiliated. |
||
b. |
Compensation from Non-Corporation Sources |
|
Directors may not accept compensation (in any form) for services performed for the Corporation from any source other than the Corporation unless approved by the Board of Directors of the Corporation. |
||
c. |
Gifts |
|
Directors and officers may not offer, give or receive gifts from persons or entities who deal with the Corporation in those cases where any such gift is being made in order to influence the directors' or officers actions as a member of the Board of Directors or the Corporation, or where acceptance of the gifts could create the appearance of a conflict of interest. |
d. |
Personal Use of Corporation Assets |
|
Directors and officers may not use the Corporations assets, labor or information for personal use unless approved by the Board of Directors in advance, or as part of a compensation or expense reimbursement program available to all directors. |
B. CORPORATE OPPORTUNITIES
Directors and officers are prohibited from:
1. |
Taking for themselves or their companies opportunities that are discovered through the use of Corporations property or information or their position as a director or officer; |
2. |
Using the Corporation's property or information for personal gain; or |
3. |
Competing with the Corporation for business opportunities. However, if the Corporation's disinterested directors determine that the Corporation will not pursue an opportunity that relates to the Corporation's business, a director or officer may then do so. |
C. CONFIDENTIALITY
Directors and officers must maintain the confidentiality of information entrusted to them by the Corporation and any other confidential information about the Corporation that comes to them, from whatever source, in their capacity as a director or officer, except when disclosure is authorized or legally mandated.
For purposes of this Code, confidential information includes all non-public information relating to the Corporation.
D. COMPLIANCE WITH LAWS, RULES AND REGULATIONS; FAIR DEALING
Directors and officers must comply, and oversee compliance by employees, officers and other directors and officers, with laws, rules and regulations applicable to the Corporation, including insider trading laws.
Directors and officers must deal fairly, and must oversee fair dealing by employees and officers, with the Corporation's customers, suppliers, competitors and employees.
E. ENCOURAGING THE REPORTING OF ANY ILLEGAL OR UNETHICAL BEHAVIOR
Directors and officers should promote ethical behavior and take steps to ensure the Corporation:
1. |
Encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation. |
2. |
Encourages employees to report violations of laws, rules, regulations or the Corporation's Code of Conduct to appropriate personnel; |
3. |
Informs employees that the Corporation will not allow retaliation for reports made in good faith. |
F. COMPLIANCE STANDARDS
Directors and officers should communicate any suspected violations of this Code promptly to the Board of Directors. Violations will be investigated by the board or by persons designated by the board, and appropriate action will be taken in the event of any violations of the Code.
G. WAIVER OF CODE OF BUSINESS CONDUCT AND ETHICS
Any waiver of this Code may be made only by the Board of Directors and must be promptly disclosed to the Corporations shareholders.
LIST OF SUBSIDIARIES
Name of Subsidiary | Jurisdiction of Incorporation |
1. Royal Mines Acquisition Corp. | Nevada, USA |
CERTIFICATIONS
I, Kevin B. Epp, certify that;
(1) |
I have reviewed this Annual Report on Form 10-KSB of Centrus Ventures Inc.; |
|
(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 small business issuer 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 Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) for the small business issuer 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 small business issuer, 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) |
Evaluated the effectiveness of the small business issuers 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 |
|
c) |
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and |
|
(5) |
I have disclosed, based on my most recent evaluation of the internal control over financial reporting, to the small business issuers auditors and the audit committee of the small business issuers 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 small business issuers 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 small business issuers internal control over financial reporting. |
Date: | July 27, 2007 | |
/s/ Kevin B. Epp | ||
By: | KEVIN B. EPP | |
Title: | Chief Executive Officer and | |
Chief Financial Officer |
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin B. Epp, Chief Executive Officer and Chief Financial Officer of Centrus Ventures Inc. (the Company), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(i) |
the Annual Report on Form 10-KSB of the Company, for the fiscal year ended April 30, 2007, and to which this certification is attached as Exhibit 32.1 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
(ii) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
By: | /s/ Kevin B. Epp | |
Name: | KEVIN B. EPP | |
Title: | Chief Executive Officer and | |
Chief Financial Officer | ||
Date: | July 27, 2007 |
A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Form 10-KSB to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-KSB), irrespective of any general incorporation language contained in such filing.