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EX-31.1 - SECTION 302 CERTIFICATION - GOLDEN CENTURY RESOURCES Ltdexhibit31-1.htm
EX-32.1 - SECTION 906 CERTIFICATION - GOLDEN CENTURY RESOURCES Ltdexhibit32-1.htm


10-Q 1 form10q.htm QUARTERLY REPORT FOR THE PERIOD ENDED SEPTEMBER 30, 2009

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q /A

Amendment No. 2

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended September 30, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from _________to ________

Commission File No. 000-52842

GOLDEN CENTURY RESOURCES LIMITED
(Exact name of registrant as specified in its charter)

Delaware 98-0466250
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)  

Suite 400, 2711 Centervill Road, Wilmintong, Delaware, 19808
(Address of principal executive offices) (zip code)

(302) 295-4937
(Registrant’s telephone number, including area code)

Golden Century Technologies Corporation
(Former name, former address and former fiscal year, if changed since last report)

Copy of communications to:
Clark Wilson LLP
Karen Richardson, Esq.
Suite 800 - 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3H1
Telephone: 604-687-5700

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes[ x ] No[ ]


- 2 -

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer," "accelerated filer,” and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ x ]
(Do not check if a smaller reporting company)  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes[ ] No[ x ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of securities under a plan confirmed by a court.

Yes[ ] No[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: As of November 9, 2009, there were 16,237,300 shares of common stock, par value $0.0001 outstanding.

Explanatory Note: This Amendment No. 2 on Form 10-Q/A constitutes an amendment to our quarterly report on Form 10-Q for the quarter ended September 30, 2009 that was originally filed with the Securities and Exchange Commission on November 16, 2009 and amended on February 17, 2010. This Amendment is being filed solely for the purpose of restating the financial statements due to an error related to the accounting for a refundable deposit and an error in recording fully vested common shares as issued when they had not yet been issued and amending the exhibit table in Item 6.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications of our principal executive officer and principal financial officer are being filed as exhibits to this Amendment.

Except for the matter described above, this amendment does not change any previously reported financial results, modify or update disclosures in the Form 10-Q, or reflect events occurring after the date of the original filing or the Amendment No. 1 of the Form 10-Q.



Golden Century Resources Limited

(formerly Golden Century Technologies Corp.)
(A Development Stage Company)

September 30, 2009

  Index
Balance Sheets F–1
Statements of Operations F–2
Statements of Cash Flows F–3
Notes to the Financial Statements F–4


Golden Century Resources Limited
(formerly Golden Century Technologies Corp.)
(A Development Stage Company)
Balance Sheets
(Expressed in U.S. dollars)

    September 30,     June 30,  
    2009     2009  
     
    (Unaudited)        
    (Restated – Note 9)        
ASSETS            
Current Assets            
   Cash   16,041     2,152  
   Other receivable   1,497     1,497  
   Prepaid expenses and deposits (Note 9)   509,211      
Total Assets   526,749     3,649  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
Current Liabilities            
   Accounts payable and accrued liabilities (Note 10)   1,281,148     47,367  
   Due to related parties (Note 4)   118,911     48,373  
Total Liabilities   1,400,059     95,740  
Contingencies and Commitments (Notes 1 and 5)            
Stockholders’ Deficit            
Preferred Stock            
   Authorized: 20,000,000 shares, par value $0.0001            
   Issued: no shares        
Common Stock            
Authorized: 250,000,000 shares, par value $0.0001
Issued: 14,818,000 shares (June 30, 2009 – 14,193,000 shares)


1,482



1,419

Additional Paid-in Capital   568,168     118,231  
Deficit Accumulated During the Development Stage   (1,442,960 )   (211,741 )
Total Stockholders’ Deficit   (873,310 )   (92,091 )
Total Liabilities and Stockholders’ Deficit   526,749     3,649  

(The accompanying notes are an integral part of these financial statements)

F-1


Golden Century Resources Limited
(formerly Golden Century Technologies Corp.)
(A Development Stage Company)
Statements of Operations
(Expressed in U.S. dollars)
(Unaudited)

    Accumulated from              
    July 1, 2005 ( Date   For the Three     For the Three  
    of Inception) to     Months Ended     Months Ended  
    September 30,     September 30,     September 30,  
    2009     2009     2008  
       
    (Restated – Note 9)     (Restated – Note 9)      
Revenue                  
   Sales   251,731          
   Cost of sales   (76,552 )        
                   
Gross Profit   175,179          
                   
                   
Operating Expenses                  
                   
   Consulting   305,709     41,250     15,750  
   General and administrative expenses   170,164     42,537     10,431  
   Stock-based compensation   1,135,440     1,135,440      
   Travel   35,456     11,992      
                   
Total Operating Expenses   1,646,769     1,231,219     26,181  
                   
Loss from Operations   (1,471,590 )   (1,231,219 )   (26,181 )
                   
Other Income   28,630          
                   
Net Loss   (1,442,960 )   (1,231,219 )   (26,181 )
                   
Net Loss Per Share – Basic and Diluted         (0.08 )    
                   
Weighted Average Shares Outstanding         14,506,000     14,193,000  

(The accompanying notes are an integral part of these financial statements)

F-2


Golden Century Resources Limited
(formerly Golden Century Technologies Corp.)
(A Development Stage Company)
Statements of Cash Flows
(Expressed in U.S. dollars)
(Unaudited)

    Accumulated from              
    July 1, 2005 (Date     For the Three     For the Three  
    of Inception) to     Months Ended     Months Ended  
    September 30,     September 30,     September 30,  
    2009     2009     2008  
       
    (Restated – Note 9)     (Restated – Note 9)        
Operating Activities                  
   Net loss for the period   (1,442,960 )   (1,231,219 )   (26,181 )
Adjustments to reconcile net loss to net cash used in operating activities:
         Stock-based compensation   1,183,190     1,135,440      
   Changes in operating assets and liabilities                  
       Accounts receivable   (1,497 )        
       Prepaid expenses and deposits   (506,461 )   (509,211 )    
       Accounts payable and accrued liabilities   173,208     98,341     9,384  
       Due to a related party   118,911     70,538     12,429  
Net Cash Used for Operating Activities   (475,609 )   (436,111 )   (4,368 )
Financing Activities                  
     Proceeds from sale of common stock   491,650     450,000      
Net Cash Provided by Financing Activities   491,650     450,000      
Increase (Decrease) in Cash   16,041     13,889     (4,368 )
Cash – Beginning of the Period       2,152     4,799  
Cash – End of the Period   16,041     16,041     431  
Non-Cash Financing and Investing Activities                  
 Common shares issued to settle debt   27,500          
Supplemental Disclosures                  
   Interest paid            
   Income taxes paid            

(The accompanying notes are an integral part of these financial statements)

F-3


Golden Century Resources Limited
(formerly Golden Century Technologies Corp.)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2009
(Expressed in U.S. dollars)
(Unaudited)

1.

Nature of Operations and Continuance of Business

   

Golden Century Technologies Corp. (the “Company”) was incorporated in the State of Delaware on July 1, 2005 and changed its name to Golden Century Resources Limited on September 8, 2009. The Company is a Development Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company is based in Wilmington, Delaware, and its principal business is the production and distribution of Flushable Colostomy and Ostomy Pouch Liners (the “Liners”) for colostomy and ostomy patients. The Company has entered into two agreements with Colo- Majic Liners, Inc. (“Colo-Majic”), the inventor of the Liner product. The first agreement is to supply the Liner products to the North American market, and the second agreement is to manufacture, market and distribute the Liner product in the People’s Republic of China.

   

On August 12, 2009, the Company entered into a Letter of Intent with JinXin Copper Holding Limited (“JinXin”), a British Virgin Island corporation that owns 62% of Nanjiang Long Du Mining Industrial Limited Corporation (“Long Du”). Long Du is incorporated in Sichuan Province in the People’s Republic of China and owns a prospecting permit of the Yang Tan Gold Mine (“Yang Tan”). Pursuant to the Letter of Intent, the Company acquired all the rights to Yang Tan owned by JinXin. On August 15, 2009, the Company paid $500,000 to JinXin, to be used only for expenses relating to the application for the government exploitation permit for Yang Tan. Upon closing, the Company will issue from treasury and deliver to JinXin a yet to be determined amount of common shares of the Company’s capital stock, and pay any additional consideration that is agreed to be paid as part of the consideration in the Definitive Agreement as described in the Letter of Intent. The amount is fully refundable to the Company if the exploitation permit application for the Yang Tan Gold Mine is not successful, anytime before the execution of the Definitive Agreement. Mining operations will be another principal business of the Company going forward.

   

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company planned principal activities have commenced, but the Company is still in the early stage of development. In a development stage company, management devotes most of its activities to developing a market for its products and services. The Company has generated minimal revenue and has not paid dividends, and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at September 30, 2009, the Company has a working deficit of $873,310 and has accumulated losses of $1,442,960 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

   

Since inception, the Company has funded operations through the issuance of capital stock. Management’s plan is to continue raising additional funds through future equity or debt financings until it achieves profitable operations from its production and sale activities. Management estimates that it will require additional financing of approximately $750,000 to $1,500,000 over the next twelve months for production of the Liner products, marketing campaigns, mining operation and administrative costs.

   
2.

Summary of Significant Accounting Principles


  a)

Basis of Presentation

     
 

The Company was incorporated in the State of Delaware on July 1, 2005. These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is June 30.

     
  b)

Interim Financial Statements

     
 

The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2009, included in the Company’s Annual Report on Form 10-K filed on September 28, 2009 with the SEC.

     
 

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at September 30, 2009, and the results of its operations and cash flows for the three months ended September 30, 2009 and 2008. The results of operations for the three months ended September 30, 2009 are not necessarily indicative of the results to be expected for future quarters or the full year.

F–4


Golden Century Resources Limited
(formerly Golden Century Technologies Corp.)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2009
(Expressed in U.S. dollars)
(Unaudited)

2.

Summary of Significant Accounting Principles (continued)

     
c)

Use of Estimates

     

The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts 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. The Company regularly evaluates estimates and assumptions related to stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

     
d)

Cash and Cash Equivalents

     

The Company considers all highly liquid instruments with maturities of three months or less at the time of issuance to be cash equivalents.

     
e)

Inventory

     

Inventory is determined on a first-in, first-out basis and is stated at the lower of cost or market. Market is determined based on the net realizable value, with appropriate consideration given to excessive levels, future demand and other factors. The Company did not have any inventory as of September 30, 2009 and June 30, 2009.

     
f)

Basic and Diluted Net Income (Loss) per Share

     

The Company computes net earnings (loss) per share in accordance with ASC 260 Earnings Per Share (“ASC 260”). ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

     
g)

Financial Instruments and Risk

     

The Company’s financial instruments consist principally of cash, accounts payable and due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments the fair value of our cash equivalents and marketable securities is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

     

Concentrations:

     

Financial instruments which potentially subject the Company to a concentration of credit risk consist primarily of cash. The Company deposits cash with a high quality financial institution.

     

Foreign Currency Risk:

     

The Company undertakes certain transactions in Canadian dollars and Chinese Renminbi and as such is subject to risk due to fluctuations in exchange rates. The Company does not use derivative instruments to hedge exposure to foreign currency risk.

F–5


Golden Century Resources Limited
(formerly Golden Century Technologies Corp.)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2009
(Expressed in U.S. dollars)
(Unaudited)

2.

Summary of Significant Accounting Principles (continued)

     
h)

Comprehensive Loss

     

ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2009 and 2008, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

     
i)

Income Taxes

     

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

     
j)

Foreign Currency Translation

     

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and Chinese Renminbi and management has adopted ASC 830, Foreign Currency Translation Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

     
k)

Long-lived Assets

     

In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

     
l)

Mineral Property Costs

     

The Company has recently engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. In the event that a mineral property is acquired through the issuance of the Company’s shares, the mineral property will be recorded at the fair value of the respective property or the fair value of common shares, whichever is more readily determinable.

     

When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and bankable feasibility, the costs incurred to develop such property are capitalized.

F–6


Golden Century Resources Limited
(formerly Golden Century Technologies Corp.)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2009
(Expressed in U.S. dollars)
(Unaudited)

2.

Summary of Significant Accounting Policies (continued)

     
m)

Revenue Recognition

     

Revenues consist of the sale of the plastic liners and are recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the products shipped, and collectibility is reasonably assured.

     

The Company continually monitors timely payments and assesses any collection issues regarding accounts receivable. At the time of sale, any significant customer accounts that are not expected to be collected are excluded from revenues.

     
n)

Stock-based Compensation

     

In accordance with ASC 718, Compensation – Stock Based Compensation, the Company accounts for share-based payments using the fair value method. The Company has not issued any stock options since its inception. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.

     
o)

Recently Issued Accounting Pronouncements

     

In May 2009, FASB issued ASC 855-10, Subsequent Events – Overall, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855-10 did not have a material effect on the Company’s financial statements. Refer to Note 8.

     

In June 2009, the FASB issued guidance now codified as FASB ASC Topic 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards.

     

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

     
3.

Mineral Property

     

On August 12, 2009, the Company entered into a Letter of Intent with JinXin Copper Holding Limited (“JinXin”), a British Virgin Island corporation that owns 62% of Nanjiang Long Du Mining Industrial Limited Corporation (“Long Du”). Long Du is incorporated in Sichuan Province in the People’s Republic of China and owns a prospecting permit of the Yang Tan Gold Mine (“Yang Tan”). On August 15, 2009, and pursuant to the Letter of Intent, the Company acquired all the rights to Yang Tan owned by JinXin by paying $500,000 to JinXin and subsequently paid a further $500,000 on December 18, 2009. Refer to Note 8. The amount is to be used only for expenses relating to the application for the government exploitation permit for Yang Tan. The amount is fully refundable to the Company if the exploitation permit application for the Yang Tan Gold Mine is not successful, anytime before the execution of the Definitive Agreement. After the execution of the Definitive Agreement, the amount will be non-refundable.

     

Upon closing, the Company will issue from treasury and deliver to JinXin a yet to be determined amount of common shares of the Company’s capital stock, and pay any additional consideration that is agreed to be paid as part of the consideration in the Definitive Agreement as described in the Letter of Intent.

F–7


Golden Century Resources Limited
(formerly Golden Century Technologies Corp.)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2009
(Expressed in U.S. dollars)
(Unaudited)

4.

Related Party Transactions

     
a)

On July 1, 2009, the Company entered into an agreement with the Secretary of the Company for consulting services to the Company at $3,000 per month for a period of six months. As at September 30, 2009, $54,827 (June 30, 2009 - $35,308) is owed to this individual for the services and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and is due on demand.

     
b)

The Company incurred consulting fees of $2,500 (2008 - $7,500) to a relative of the Secretary of the Company. As at September 30, 2009, $15,565 (June 30, 2009 - $13,065) is owed to this person. Refer to note 5(c).

     
c)

On July 1, 2009, the Company entered into an agreement with the President of the Company for consulting services to the Company at $3,000 per month for a period of six months. As at September 30, 2009, $48,519 (June 30, 2009 - $Nil) is owed to this individual for the services and expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and is due on demand.


5.

Commitments

       
a)

On July 1, 2009, the Company entered into an agreement with two consultants for services to the Company at $3,000 per month each, for a period of six months. As at September 30, 2009, a total of $18,000 is included in accounts payable.

       
b)

On August 8, 2009, the Company entered into an agreement with a consultant for services for a period of 12 months commencing on the effective date. In consideration for the provision of the consulting services, the Company will issue the consultant 1,419,300 restricted shares of common stock with a fair value of $1,135,440. As at September 30, 2009, the amount was charged to operations as stock-based compensation and recorded the obligation to issue shares as accrued liability.

       
c)

The Company entered into agreements with two consultants to advise and assist the Company in its development beginning August 1, 2005 at $33,000 and $30,000 per year, respectively. On August 1, 2009, the agreements were terminated. As at September 30, 2009, a total of $38,500 is included as accounts payable to the first consultant, and $15,565 is included in due to related parties for the other consultant, who is a relative of the President of the Company.

       
d)

On October 30, 2005, the Company entered into an agreement with Colo-Majic Liners, Inc., a company that owns the registered trademark for the Liner products. The Company will manufacture and supply 3,000,000 or more plastic liners every eighteen months, and will also be the designated distributor of the Liner product in the Asian market. The agreement is for a term of five years.

       
e)

The Company entered into an agreement dated September 28, 2006 with Colo-Majic Liners, Inc. (“Colo- Majic”) to grant the Company a license to manufacture, develop and distribute the Liner product in the mainland of the People’s Republic of China, excluding Hong Kong, Macau and Taiwan. The Company must pay the following license fees on a bi-annual basis:

       
i)

$1.00 for each box of three hundred of the Liner products during the first two years;

       
ii)

$2.00 for each box of three hundred of the Liner products during the third and fourth years;

       
iii)

$3.00 for each box of three hundred of the Liner products during the fifth and sixth years, and thereafter until termination of the license agreement.

       

On January 15, 2007, the agreement was amended to add additional territories of Hong Kong, Taiwan, Macau and the Middle East including United Arab Emirates, Saudi Arabia, Turkey, Egypt, Yemen, Oman, Israel, Iraq, Iran, Bahrain, Qatar and Jordan.

       

The terms of this Agreement shall be perpetual and be in full force and effect as long as the terms and conditions of this agreement are being met.

       
f)

On January 16, 2007, the Company entered into a Distribution Agreement with T-Ray Science, Inc. (“T- Ray”), granting T-Ray the non-exclusive distribution right to promote, sell and distribute the Colo-Majic Flushable Liner in the Middle East including United Arab Emirates, Israel, Saudi Arabia, Iran, Egypt and Turkey.

F–8


Golden Century Resources Limited
(formerly Golden Century Technologies Corp.)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2009
(Expressed in U.S. dollars)
(Unaudited)

6.

Common Stock

     
a)

On August 8, 2009, the Company signed an agreement to issue 1,419,300 shares of common stock with a fair value of $1,135,440 for consulting services pursuant to a consulting agreement. As at September 30, 2009, the fair value amount is charged to operations as stock-based compensation and recorded the obligation to issue shares as an accrued liability (Note 10).

     
b)

On August 15, 2009, the Company issued 625,000 shares of common stock at $0.80 per share pursuant to a private placement for cash proceeds of $450,000, net of issue costs of $50,000.

     
7.

Fair Value Measurements

     

The Company’s financial instruments consist principally of cash, accounts payable and amounts due to related parties. Pursuant to ASC 820, the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of September 30, 2009 as follows:


                   Fair Value Measurements Using  
         
  Quoted Prices in Significant    
  Active Markets Other Significant  
  For Identical Observable Unobservable  
  Instruments Inputs Inputs Total
  (Level 1) (Level 2) (Level 3)  
  $ $ $ $
         
Assets:        
Cash 16,041 16,041

8.

Subsequent Events

     
a)

On November 12, 2009, the Company entered into debt settlement agreements with three consultants, including two related parties, for the termination and satisfaction of debt to the Company. The parties released and discharged the Company from any potential liabilities related to the debts. The total amount of debt settled is $89,373, of which $38,500 is included in accounts payable and accrued liabilities, and $50,873 is included in due to related parties.

     
b)

The Company accepted stock subscriptions for 820,000 shares of common stock at $1.00 per share for proceeds of $738,000, after issue costs of $82,000.

     
c)

The Company paid an additional $500,000 pursuant to the terms of the Letter of Intent described in Note 3.

     

Pursuant to ASC 855, we have evaluated all events or transactions that occurred from September 30, 2009 through February 22, 2010, the date of issuance of the unaudited financial statements. During this period we did not have any material recognizable subsequent events except as noted above.

     
9.

Restatement

     

The Company is restating the September 30, 2009 financial statements due to an error in the accounting for a deposit on mineral property acquisition. The $500,000 payment was corrected from mineral property costs to prepaid expenses and deposits, as it is refundable if the Company does not enter into a definitive Agreement as referred to in Note 3.

     

Also being corrected is an error in recording shares issued for consulting services pursuant to a consulting agreement. Since the shares had not been issued as at September 30, 2009, the obligation to issue shares is being recorded as an accrued liability.

F–9


Golden Century Resources Limited
(formerly Golden Century Technologies Corp.)
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2009
(Expressed in U.S. dollars)
(Unaudited)

9.

Restatement (continued)

   

The following table reflects the adjustment and restated amounts:


    September 30, 2009     September 30,
    As Previously     2009
    Reported Adjustment   As Restated
    $ $   $
  Balance Sheets        
  Current Assets        
     Prepaid expenses and deposits 9,211 500,000 (a) 509,211
  Current Liabilities        
     Accounts payable and accrued liabilities 145,708 1,135,440 (b) 1,281,148
  Common Stock 1,624 (142) (b) 1,482
  Additional Paid-in Capital 1,703,466 (1,135,298) (b) 568,168
  Deficit Accumulated During the Exploration Stage (1,942,960) 500,000 (a) (1,442,960)

  (a)

To reclassify mineral property costs to prepaid expenses and deposits.

     
  (b)

To record obligation to issue shares as an accrued liability.



    September 30, 2009     September 30,
    As Previously     2009
    Reported Adjustment   As Restated
    $ $   $
  Statements of Operations        
           
  Mineral property costs 500,000 (500,000) (a)
           
  Net Loss (1,731,219) 500,000 (a) (1,231,219)
           
  Net Loss Per Share – Basic and Diluted (0.11)     (0.08)
           
  Weighted Average Shares Outstanding 15,323,000     14,506,000

  (a)

To reclassify mineral property costs to prepaid expenses and deposits.


    September 30, 2009     September 30,
    As Previously     2009
    Reported Adjustment   As Restated
    $ $   $
  Statements of Cash Flows        
           
  Net loss for the period (1,731,219) 500,000 (a)          (1,231,219)
           
  Prepaid expenses and deposits (9,211) (500,000) (a)                (509,211)
           
  (a)              To reclassify mineral property costs to prepaid expenses and deposits.

10. Accounts Payable And Accrued Liabilities



    September 30, June 30,
    2009 2009
    $ $
       
   Accounts payable 145,708      47,367
   Accrued consulting services (Note 6(a)) 1,135,440
       
    1,281,148      47,367

F–10



ITEM 6. EXHIBITS

Exhibit
Number
Description
3.1(1) Certificate of Incorporation
3.2(1) Bylaws
10.1(1) Consulting Agreement dated August 1, 2005 between Golden Century Technologies Corporation and
  Mr. Moyou Yu


- 3 -

Exhibit  
Number Description
10.2(1) Consulting Agreement dated August 1, 2005 between Golden Century Technologies Corporation and Ms. Li Yang
10.3(1) Production Agreement dated October 31, 2005 between Golden Century Technologies Corporation and Colo-Majic Liners, Inc.
10.4(1) Amendment Consulting Agreement dated August 1, 2006 between Golden Century Technologies Corporation and Mr. Moyou Yu
10.5(1) Amendment Consulting Agreement dated August 1, 2006 between Golden Century Technologies Corporation and Ms. Li Yang
10.6 (1) Licensing Agreement dated September 28, 2006 between Golden Century Technologies Corporation and Colo-Majic Liners, Inc.
10.8(2) Licensing, Production and Distribution Agreement Amendment dated January 15, 2008 between Golden Century Technologies Corporation and Colo-Majic Liners, Inc.
10.7(2) Distribution Agreement dated January 16, 2008 between Golden Century Technologies Corporation and T- Ray Science, Inc.
31.1 Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d- 14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of the 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.

(1)

Exhibit already on file - exhibit to our Form SB-2 registration statement filed December 22, 2006.

   
(2)

Exhibit already on file - exhibit to our Form 8-K filed January 18, 2008.

SIGNATURES

In accordance with Section 13 of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Golden Century Resources Limited
  (Registrant)
   
  /s/ David Cheng Lee
Date: February 23, 2010 David Cheng Lee
  President and Director
  Director
  (Principal Executive Officer, Principal Financial Officer)