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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Centor Energy Inc (CE) | USOTC:CNTO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0001 | 0.00 | 01:00:00 |
x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the Fiscal Year Ended
March 31, 2013
|
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|
For the transition period from ________ to ________ |
Nevada
|
333-176362
|
30-0766257
|
||
(State or other jurisdiction
|
(Commission File Number)
|
(IRS Employer
|
||
of Incorporation)
|
Identification Number)
|
Large Accelerated Filer | o | Accelerated Filer | o |
Non-Accelerated Filer | o | Smaller Reporting Company | x |
Page
|
|||||
PART I
|
|||||
Item 1
|
Business
|
4 | |||
Item 1A
|
Risk Factors
|
7 | |||
Item 1B
|
Unresolved Staff Comments
|
8 | |||
Item 2
|
Properties
|
8 | |||
Item 3
|
Legal Proceedings
|
8 | |||
Item 4
|
[REMOVED AND RESERVED]
|
8 | |||
PART II
|
|||||
Item 5
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
9 | |||
Item 6
|
Selected Financial Data
|
10 | |||
Item 7
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
10 | |||
Item 7A
|
Quantitative and Qualitative Disclosures about Market Risk
|
13 | |||
Item 8
|
Financial Statements and Supplementary Data
|
14 | |||
Item 9
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
15 | |||
Item 9A
|
Controls and Procedures
|
16 | |||
Item 9B
|
Other Information
|
17 | |||
PART III
|
|||||
Item 10
|
Directors and Executive Officers and Corporate Governance
|
18 | |||
Item 11
|
Executive Compensation
|
21 | |||
Item 12
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
23 | |||
Item 13
|
Certain Relationships and Related Transactions
|
24 | |||
Item 14
|
Principal Accountant Fees and Services
|
25 | |||
PART IV
|
|||||
Item 15
|
Exhibits
|
26 |
·
|
The availability and adequacy of our cash flow to meet our requirements;
|
·
|
Economic, competitive, demographic, business and other conditions in our local and regional markets;
|
·
|
Changes or developments in laws, regulations or taxes in our industry;
|
·
|
Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;
|
·
|
Competition in our industry;
|
·
|
The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;
|
·
|
Changes in our business strategy, capital improvements or development plans;
|
·
|
The availability of additional capital to support capital improvements and development; and
|
·
|
Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.
|
Category
|
Planned
Expenditures
Over
The Next 12
Months (US$)
|
|||
Legal and Accounting Fees
|
$ | 20,850 | ||
Office Expenses
|
- | |||
Mineral Property Exploration Expenses
|
50,000 | |||
TOTAL
|
$ | 70,850 |
i.
|
Ensuring that any water discharge meets drinking water standards;
|
ii.
|
Dust generation will have to be minimal or otherwise remediated;
|
iii.
|
Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;
|
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.
|
Fiscal Quarter
|
High
|
Low
|
||||||
First Quarter (April 1, 2012 – June 30, 2012)
|
$ | 0 | $ | 0 | ||||
Second Quarter (July 1, 2012 – Sept 30, 2012)
|
$ | 200.00 | $ | 0.02 | ||||
Third Quarter (Oct 1, 2012 – Dec 31, 2012)
|
$ | 100.00 | $ | 0.15 | ||||
Fourth Quarter (Jan 1, 2013 – March 31, 2013)
|
$ | 1.01 | $ | 0.03 |
March
31,
2013
|
March 31,
2012
|
|||||||
Current Assets
|
$ | 37,252 | $ | 4,383 | ||||
Current Liabilities
|
$ | 226,891 | $ | 11,350 | ||||
Working Capital Deficit
|
$ | (189,639 | ) | $ | (6,967 | ) |
Year Ended
March 31,
2013
|
Year Ended
March 31,
2012
|
|||||||
Cash Flows used in Operating Activities
|
$ | (36,919 | ) | $ | (46,907 | ) | ||
Cash Flows used in Investing Activities
|
$ | (100,000 | ) | $ | (13,360 | ) | ||
Cash Flows provided by Financing Activities
|
$ | 155,155 | $ | 8,800 | ||||
Net Decrease in Cash During Period
|
$ | 18,236 | $ | (51,467 | ) |
Report of Independent Registered Public Accounting Firm and Previous Independent Registered Public Accounting Firm
|
F-1 | |||
Balance Sheets
|
F-3 | |||
Statements of Operations
|
F-4 | |||
Statements of Stockholders’ Equity (Deficit)
|
F-5 | |||
Statements of Cash Flows
|
F-6 | |||
Notes to the Financial Statements
|
F-7 |
/s/ De Joya Griffith, LLC
|
|
Henderson, Nevada
|
|
July 15, 2013
|
MADSEN & ASSOCIATES CPA’s INC.
|
684 East Vine Street, #3
|
Certified Public Accountants
|
Murray, Utah, 84107
|
/s/“Madsen & Associates CPA’s, Inc.”
|
|
Murray, Utah
|
|
July 15, 2013
|
March 31,
|
March 31,
|
|||||||
2013
|
2012
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 22,619 | $ | 4,383 | ||||
Prepaids
|
14,633 | - | ||||||
Total current assets
|
37,252 | 4,383 | ||||||
Mineral property option
|
100,000 | - | ||||||
Total assets
|
$ | 137,252 | $ | 4,383 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued liabilities
|
$ | 29,425 | $ | 2,550 | ||||
Notes payable
|
8,800 | 8,800 | ||||||
Convertible notes payable, net of discount of $69,926
|
188,666 | - | ||||||
Total current liabilities
|
226,891 | 11,350 | ||||||
Total liabilities
|
226,891 | 11,350 | ||||||
Stockholders' deficit:
|
||||||||
Common stock; authorized 150,000,000; $0.001 par value; 68,700,000 shares
|
||||||||
issued and outstanding at March 31, 2013 and March 31, 2012
|
68,700 | 68,700 | ||||||
Additional paid-in capital
|
5,255 | - | ||||||
Deficit accumulated during the exploration stage
|
(163,594 | ) | (75,667 | ) | ||||
Total stockholders' deficit
|
(89,639 | ) | (6,967 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 137,252 | $ | 4,383 |
For the Years Ended
|
From Inception (February 16, 2011) to | |||||||||||
March 31, 2013
|
March 31, 2012
|
March 31, 2013
|
||||||||||
Operating Expenses:
|
||||||||||||
General and administrative
|
$ | 34,129 | $ | 47,346 | $ | 81,624 | ||||||
Exploration costs
|
15,033 | 2,111 | 17,144 | |||||||||
Impairment of mineral property
|
- | 13,360 | 13,360 | |||||||||
|
||||||||||||
Total Operating Expenses
|
49,161 | 62,817 | 112,128 | |||||||||
Other Income (Expenses)
|
||||||||||||
Interest expense
|
(38,766 | ) | - | (38,766 | ) | |||||||
Total Other Income (Expenses)
|
(38,766 | ) | - | (38,766 | ) | |||||||
Net loss
|
$ | 87,927 | $ | 62,817 | $ | 150,894 | ||||||
Net loss per share:
|
||||||||||||
Basic
|
$ | 0.00 | $ | 0.00 | ||||||||
Weighted average number of shares
outstanding:
|
||||||||||||
Basic
|
68,700,000 | 68,700,000 |
Common Stock
|
Additional
|
Accumulated
Deficit
|
Total
|
|||||||||||||||||
Number of
|
Paid-in
|
during
|
Stockholders'
|
|||||||||||||||||
Shares
|
Par Value
|
Capital
|
Exploration Stage
|
Deficit
|
||||||||||||||||
BALANCE FEBRUARY 16, 2011 (INCEPTION)
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Shares subscribed at $0.0017
|
29,700,000 | 29,700 | 19,800 | - | 49,500 | |||||||||||||||
Shares subscribed at $0.0002
|
39,000,000 | 39,000 | (19,800 | ) | (12,700 | ) | 6,500 | |||||||||||||
Net loss
|
- | - | - | (150 | ) | (150 | ) | |||||||||||||
BALANCE MARCH 31, 2011
|
68,700,000 | 68,700 | - | (12,850 | ) | 55,850 | ||||||||||||||
Net loss
|
- | - | - | (62,817 | ) | (62,817 | ) | |||||||||||||
BALANCE, MARCH 31, 2012
|
68,700,000 | 68,700 | - | (75,667 | ) | (6,967 | ) | |||||||||||||
Imputed interest on convertible notes payable
|
- | - | 5,255 | - | 5,255 | |||||||||||||||
Net loss
|
- | - | - | (87,927 | ) | (87,927 | ) | |||||||||||||
BALANCE, MARCH 31, 2013
|
68,700,000 | $ | 68,700 | $ | 5,255 | $ | (163,594 | ) | $ | (89,639 | ) |
For the Years Ended
|
From Inception (February 16, 2011) to | |||||||||||
March 31, 2013
|
March 31, 2012
|
March 31, 2013
|
||||||||||
Cash flow from operating activities:
|
||||||||||||
Net loss
|
$ | (87,927 | ) | $ | (62,817 | ) | $ | (150,894 | ) | |||
Adjustments to reconcile net loss to net cash used in
operating activities:
|
||||||||||||
Imputed interest on convertible notes payable
|
5,255 | - | 5,255 | |||||||||
Discount on convertible notes payable
|
35,511 | - | 35,511 | |||||||||
Impairment of mineral property
|
- | 13,360 | 13,360 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Increase in prepaids
|
(14,633 | ) | - | (14,633 | ) | |||||||
Increase in accounts payable and accrued liabilities
|
26,875 | 2,550 | 29,425 | |||||||||
Net cash used in operating activities
|
(36,919 | ) | (46,907 | ) | (83,976 | ) | ||||||
Cash flows from investing activities:
|
||||||||||||
Acquisition of mineral property option
|
(100,000 | ) | (13,360 | ) | (113,360 | ) | ||||||
Net cash used in investing activities
|
(100,000 | ) | (13,360 | ) | (113,360 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of common stock
|
- | - | 56,000 | |||||||||
Proceeds from notes payable
|
155,155 | 8,800 | 163,955 | |||||||||
Net cash provided by financing activities
|
155,155 | 8,800 | 219,955 | |||||||||
Increase (decrease) in cash during the year
|
18,236 | (51,467 | ) | 22,619 | ||||||||
Cash, beginning of year
|
4,383 | 55,850 | - | |||||||||
Cash, end of year
|
$ | 22,619 | $ | 4,383 | $ | 22,619 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Cash paid during the period
|
||||||||||||
Taxes
|
$ | - | $ | - | $ | - | ||||||
Interest
|
$ | - | $ | - | $ | - |
March 31, 2013
|
March 31, 2012
|
|||||||
Net operating loss carryforward
|
$ | 112,128 | $ | 62,967 | ||||
Total deferred tax assets
|
39,245 | 22,038 | ||||||
Less: Valuation allowance
|
(39,245 | ) | (22,038 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
2013
|
2012
|
|||||||
Federal statutory rate
|
(35.0 | )% | (35.0 | )% | ||||
State taxes, net of federal benefit
|
(0.00 | )% | (0.00 | )% | ||||
Change in valuation allowance
|
35.0 | % | 35.0 | % | ||||
Effective tax rate
|
0.0 | % | 0.0 | % |
(b)
|
Engagement of New Independent Registered Public Accounting Firm
|
|
1.
|
We do not have an Audit Committee
– While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
|
2.
|
We did not maintain appropriate cash controls
– As of March 31, 2013, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
|
|
3.
|
We did not implement appropriate information technology controls
– As at March 31, 2013, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.
|
1.
|
Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year, 2013- 2014.
|
|
2.
|
We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.
|
Name
|
Age
|
Position with the Company
|
Director Since
|
|||
Bradley Wilson
|
55 |
CEO, President, & Director
|
February 13, 2013
|
|||
Fred DaSilva
|
50 |
CFO, Treasurer, Secretary, & Director
|
February 13, 2013
|
|||
55 |
Director
|
February 13, 2013
|
||||
Michael Gismondi (1)
|
39 |
CEO, CFO, President, & Director
|
February 16, 2011
|
|||
Andrea Grande (2)
|
33 |
Treasurer, Secretary, & Director
|
February 16, 2011
|
(1)
|
A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
(2)
|
(3)
|
iii.
|
(5)
|
(7)
|
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
ii.
|
iii.
|
Name
and
Principal
Position
|
Fiscal
Year
Ended
3/31
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Michael Gismondi
(1)
|
2013
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
President, CEO, CFO, , and Director
|
2012
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
Andrea Grande (2) |
2013
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
Treasurer, Secretary, and Director |
2012
|
-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
Bradley Wilson (3) | 2013 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
President, CEO, and Director | ||||||||||||||||||||||||||||||||||
Fred Da Silva (4) | 2013 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
CFO, Treasurer, Secretary, and Director | ||||||||||||||||||||||||||||||||||
Joseph Maher (5) | 2013 | -0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- | |||||||||||||||||||||||||
Director |
1.
|
Mr. Michael Gismondi has been a director of our company since February 16, 2011. He was appointed as chief executive officer, chief financial officer, of our company on February 16, 2011 Mr. Gismondi resigned his positions on February 13, 2013.
|
2.
|
Mr. Andrea Grande has been a director of our company since February 16, 2011. He was appointed as Secretary, Treasurer, of our company on February 16, 2011. Mr. Grande resigned his positions on February 13, 2013
|
3.
|
On February 13, 2013, Mr. Bradley Wilson became a director and officer of our company, to fill the position vacated by Mr. Gismondi.
|
4.
|
On February 13, 2013, Mr. Fred Da Silva became an officer and director of our company. Additionally, on February 13, 2013, he was appointed as Secretary, Treasurer, of our company.
|
5.
|
On February 13, 2013, Mr. Joseph Maher became a director of our company.
|
Name and Address of Beneficial Owner
|
Title of Class
|
Amount and Nature of Beneficial
Ownership
(1)
(#)
|
Percent of Class
(2)
(%)
|
|||||||
Michael Gismondi
4667A Dundas Street West, EtobicokeOntario, Canada
|
Common
|
30,000,000 | 43.66 | % | ||||||
Andrea Grande
155 Coons Road , Oakridge Ontario, Canada
|
Common
|
9,000,000 | 13.10 | % | ||||||
All Persons as a Group (2 Persons)
|
Common
|
39,000,000 | 56.76 | % |
1.
|
The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
|
2.
|
Based on 68,700,000 issued and outstanding shares of Common Stock as of March 31, 2013.
|
Year Ended
March 31, 2013
|
Year Ended
March 31, 2012
|
|||||||
Audit fees
|
$ | 12,500 | $ | 9,000 | ||||
Audit-related fees
|
$ | 0 | $ | 0 | ||||
Tax fees
|
$ | 0 | $ | 0 | ||||
All other fees
|
$ | 0 | $ | 0 | ||||
Total
|
$ | 12,500 | $ | 9,000 |
(a)
|
Exhibits
|
Exhibit
Number
|
Description of Exhibit
|
Filing
|
||
3.01
|
Articles of Incorporation
|
Filed with the SEC on August 17, 2011 as part of our Registration Statement on Form S-1.
|
||
3.02
|
Bylaws
|
Filed with the SEC on August 17, 2011 as part of our Registration Statement on Form S-1.
|
||
10.04
|
Minerals Lease and Agreement between Centor, Inc. and MinQuest, Inc.
|
Filed with the SEC on August 17, 2011 as part of our Registration Statement on Form S-1.
|
||
14.01
|
Code of Ethics
|
Filed with the SEC on August 17, 2011 as part of our Registration Statement on Form S-1.
|
||
31.01
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14
|
Filed herewith.
|
||
31.02
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14
|
Filed herewith.
|
||
32.01
|
CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
|
Filed herewith.
|
CENTOR, INC. | |||
Dated: July 15, 2013
|
/s/ Bradley Wilson
|
||
By: Bradley Wilson
|
|||
Its: President, Principal Executive Officer & Principal Financial Officer
|
Dated: July 15, 2013
|
/s/ Bradley Wilson
|
||
By: Bradley Wilson – Director
|
|||
Dated: July 15, 2013 | /s/ Fred Da Silva | ||
By: Fred Da Silva – Director | |||
Dated: July 15, 2013 | /s/ Joseph Maher | ||
By: Joseph Maher – Director |
1 Year Centor Energy (CE) Chart |
1 Month Centor Energy (CE) Chart |
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