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EX-32.1 - CERTIFICATION (PRINCIPAL EXECUTIVE OFFICER) - EcoReady Corpf10q310ex32i_centracan.htm
EX-31.1 - CERTIFICATION (PRINCIPAL EXECUTIVE OFFICER) - EcoReady Corpf10q310ex31i_centracan.htm
EX-32.2 - CERTIFICATION (PRINCIPAL FINANCIAL OFFICER) - EcoReady Corpf10q310ex32ii_centracan.htm
EX-31.2 - CERTIFICATION (PRINCIPAL FINANCIAL OFFICER) - EcoReady Corpf10q310ex31ii_centracan.htm


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

FORM 10-Q

x           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2010

o           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the Transition Period from __________ to __________

Commission File No. 000-52910

  CENTRACAN INCORPORATED
(Name of Small Business Issuer in Its Charter)
 
 
Florida    65-0736042
 (State or Other Jurisdiction of Incorporation or Organization)      (I.R.S. Employer Identification No.)
     
 c/o Olshan Grundman Frome et al.    
 65 East 55th Street, New York, New York   10022
     (Zip Code) 
 
Issuer’s telephone number, including area code:    (212) 451-2254
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 o.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer o                                                              Accelerated filer o
 
Non-accelerated filer o                                                                Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes x No o

As of March 31, 2010, there were 392,457 shares of common stock outstanding.

 
 
1

 
 
CENTRACAN INCORPORATED
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008

TABLE OF CONTENTS
 
 
PART I
Page
 
Item 1.
FINANCIAL STATEMENTS
3
 
Item 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
4  
Item 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
5  
Item 4.
CONTROLS AND PROCEDURES
5  
  PART II    
Item 1.
LEGAL PROCEEDINGS
6  
Item 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
6  
Item 3.
DEFAULTS UPON SENIOR SECURITIES 6  
Item 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITIY HOLDERS
6  
Item 5.
OTHER INFORMATION
6  
Item 6.
EXHIBITS
6  
SIGNATURES
     
EXHIBITS
     

 
 
2

 

ITEM 1. Financial Information
 
CENTRACAN INCORPORATED
March 31, 2010 and 2009

Index to Financial Statements

 
FINANCIAL STATEMENTS
Page #
   
Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009
F-1
   
Statements of Operations for the Three Months Ended March 31, 2010 and 2009 (Unaudited)
F-2
   
Statements of Cash Flows for the Three Months Ended March 31, 2010 and 2009 (Unaudited)
F-3
   
Notes to the Financial Statements (Unaudited)
F-4

 
3

 

CENTRACAN INCORPORATED
Balance Sheets
 
             
ASSETS
       
   
March 31,
2010
   
December 31,
2009
 
   
(Unaudited)
       
Current Assets:
           
Cash
  $ -     $ -  
Total current assets
    -       -  
TOTAL ASSETS
  $ -     $ -  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
         
                 
Current Liabilities:
               
Accounts payable and accrued expenses
  $ 114,431     $ 118,569  
Notes payable – related party
    75,609       72,859  
Accrued interest
    35,756       33,921  
Note payable
    2,750       -  
Total Current Liabilities
    228,546       225,349  
Stockholders' Deficit:
               
Preferred stock: $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding
    -       -  
Common stock: $0.001 par value; 50,000,000 shares authorized; 392,457 shares issued and outstanding
    40       40  
Additional paid-in capital
    137,008       137,008  
Accumulated deficit
    (365,594 )     (362,397 )
Total Stockholders’ Deficit
    (228,546 )     (225,349 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
  $ -     $ -  

 
See accompanying notes to the financial statements.
 
 
F-1

 
 
CENTRACAN INCORPORATED
Statements of Operations
(Unaudited)

   
For the
Three Months Ended
March 31, 2010
   
For the
Three Months Ended
March 31, 2009
 
             
Revenues
  $ -     $ -  
                 
Operating expenses:
               
                 
Professional fees
    212       3,100  
General and administrative
    1,150       275  
                 
Total operating expenses
    1,362       3,375  
                 
Loss from operations
    (1,362 )     (3,375 )
                 
Other expense:
               
                 
Interest expense
    (1,836 )     (1,821 )
                 
Total other expense
    (1,836 )     (1,821 )
                 
Loss before income taxes
    (3,198 )     (5,196 )
                 
Income tax provision
    -       -  
                 
Net loss
  $ (3,198 )   $ (5,196 )
                 
Net loss per common share –
       basic and diluted
  $ (0.01 )   $ (0.01 )
Weighted average number of common shares outstanding – basic and diluted
    392,457       392,457  
                 

See accompanying notes to the financial statements.

 
F-2

 
 
CENTRACAN INCORPORATED
Statements of Cash Flows
(Unaudited)

   
For the
Three Months Ended
March 31, 2010
   
For the
Three Months Ended
March 31, 2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (3,197 )   $ (5,196 )
Adjustments to reconcile net loss to net cash used in operating activities:
               
Changes in operating assets and liabilities
               
Increase (decrease) in accounts payable and accrued expenses
    (4,138 )     3,300  
Increase in accrued interest
    1,835       1,821  
Net Cash Used in Operating Activities
    (5,500 )     (75 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from promissory notes
    5,500       -  
                 
Net Cash Provided By Financing Activities
    5,500       -  
                 
NET CHANGE IN CASH
    -       (75 )
                 
CASH AT BEGINNING OF YEAR
    -       103  
CASH AT END OF YEAR
  $ -     $ 28  
                 
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES
               
Cash Paid For:
               
Interest paid
  $ -     $ -  
Income taxes
  $ -     $ -  
                 

See accompanying notes to financial statements.
 
 
F-3

 
 
CENTRACAN INCORPORATED

March 31, 2010 and 2009
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)

1.
ORGANIZATION

Premier Supplements Corp. was incorporated on March 21, 1997, under the laws of the State of Florida.  From March 21, 1997 (inception) through December 31, 1997, Premier Supplements Corp. engaged in the distribution of vitamin and health products.   On November 13, 2007, Centracan filed a Form 10-SB with the Securities and Exchange Commission registering its common stock under Section 12 of the Securities Exchange Act of 1934.

In February 1998, the Company entered into an Asset Purchase Agreement with Healthcare Management Company, Inc., a Nevada corporation (“HMC”), whereby a subsidiary of Centracan would acquire all the capital stock of two foreign subsidiaries of HMC: Impacto Internacional de Montes de OCA, S.A., a Costa Rican corporation that owned and operated a magnetic resonance imaging facility, and Centro Medico Los Angeles Centracan, S.A., a Costa Rican corporation that owned and operated a cancer center in Costa Rico. In September 2000, Centracan paid $50,000 to HMC to terminate the Asset Purchase Agreement, releasing all parties from their obligations.

On May 15, 1998, Premier Supplements Corp. changed its name to CentraCan Incorporated (“CentraCan” or the “Company”).  Since 1998, the Company has not engaged in any business operations and has no business plan other than to acquire an operating company.  As a result, the Company is a “shell” or “blank check” company, whose sole purpose is to locate and consummate a merger or acquisition with a private entity.
 
2.  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented.  Interim results are not necessarily indicative of the results for the full year.  These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2009 and notes thereto contained in the Company’s Annual Report on Form 10-K as filed with the SEC on April 16, 2010.

RECLASSIFICATION

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.   These reclassifications had no effect on reported losses.
 
USE OF ESTIMATES
 
 
F-4

 
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and reporting period.  Accordingly, actual results could differ from those estimates.
 
CASH AND CASH EQUIVALENTS
 
The company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
 
FAIR VALUE OF FINANCIAL INSTRUMENTS
 
U.S. GAAP for fair value measurements establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three levels. The fair value hierarchy gives the highest priority to quoted market prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, loan payable – related party and notes payable – related party approximates their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at March 31, 2010 and December 31, 2009, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the interim periods ended March 31, 2010 and 2009.
 
INCOME TAXES
 
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
 
 
F-5

 
 
NET LOSS PER COMMON SHARE

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.  There were no potentially dilutive shares outstanding as of March 31, 2010 and 2009.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2003, the Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-9072 on October 13, 2009.  Commencing with its annual report for the fiscal year ending December 31, 2010, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement
 
Of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;

Of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and

Of the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.
 
Furthermore, it is required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.

In June 2009, the FASB approved the “FASB Accounting Standards Codification” (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP to be launched on July 1, 2009.  The Codification does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place.  All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification will be considered non-authoritative. The Codification is effective for interim and annual periods ending after September 15, 2009.

In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-04 “Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99” which represents an update to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98, Classification and Measurement of Redeemable Securities.  The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.
 
 
F-6

 
 
In August 2009, the FASB issued the FASB Accounting Standards Update No. 2009-05 “Fair Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value”, which provides amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities.  This update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1. A valuation technique that uses: a. The quoted price of the identical liability when traded as an asset b. Quoted prices for similar liabilities or similar liabilities when traded as assets. 2. Another valuation technique that is consistent with the principles of topic 820; two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive to enter into the identical liability. The amendments in this update also clarify that when estimating the fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. The amendments in this update also clarify that both a quoted price in an active market for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are Level 1 fair value measurements.  The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.

In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-08 “Earnings Per Share – Amendments to Section 260-10-S99”,which represents technical corrections to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes a Redemption or an Induced Conversion of a Portion of a Class of Preferred Stock and EITF Topic D-42, The Effect of the Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock. The Company does not expect the adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.

In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-09 “Accounting for Investments-Equity Method and Joint Ventures and Accounting for Equity-Based Payments to Non-Employees”.  This update represents a correction to Section 323-10-S99-4, Accounting by an Investor for Stock-Based Compensation Granted to Employees of an Equity Method Investee. Additionally, it adds observer comment Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees to the Codification. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.

In September 2009, the FASB issued the FASB Accounting Standards Update No. 2009-12 “Fair Value Measurements and Disclosures Topic 820 – Investment in Certain Entities That Calculate Net Assets Value Per Share (or Its Equivalent)”, which provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall, for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). The amendments in this update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of the amendments in this update on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying investments of the investee in accordance with Topic 820. The amendments in this update also require disclosures by major category of investment about the attributes of investments within the scope of the amendments in this update, such as the nature of any restrictions on the investor’s ability to redeem its investments a the measurement date, any unfunded commitments (for example, a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments that will be make by the investee), and the investment strategies of the investees. The major category of investment is required to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security types in U.S. GAAP on investments in debt and equity securities in paragraph 320-10-50-1B. The disclosures are required for all investments within the scope of the amendments in this update regardless of whether the fair value of the investment is measured using the practical expedient. The Company does not expect the adoption to have a material impact on its consolidated financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.
 
 
F-7

 
 
3. GOING CONCERN
 
The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At December 31, 2009, the Company has an accumulated deficit of $365,594 and a working capital deficiency of $228,546 and had a net loss of $3,198 and cash used in operations of $5,500 for the period ended March 31, 2010, respectively.

While the Company is attempting to generate sufficient revenues, the Company’s cash position may not be enough to support the Company’s daily operations.  Management intends to raise additional funds by way of a public or private offering.  Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern.  While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect.  The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
4.   NOTES PAYABLE – RELATED PARTY
 
Through March 31, 2010, the Company executed notes to related parties aggregating a total of $75,609 which bear interest of 10% per annum.
 
5.   NOTE PAYABLE
 
On March 29, 2009, the Company executed a note for $2,750 which bears interest of 10% per annum and is due and payable on March 28, 2011.
 
6.  RELATED PARTY TRANSACTIONS
   
The Company is provided the office space by an officer of the Company without cost. The management determined that such cost is nominal and did not recognize rent expense in its financial statements.
 
7.  SUBSEQUENT EVENTS
 
Management has evaluated all events that occurred after the balance sheet date of March 31, 2010 through May 5, 2010, the date when these financial statements were issued to determine if they must be reported. The Management of the Company has determined that there were no reportable subsequent events to be disclosed.
 
 
F-8

 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition.  The discussion should be read along with our financial statements and notes thereto. Centracan, Inc. is a development stage company. Because the Company has not generated any revenue, it intends to report its plan of operation below.

The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties.  The Company’s actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

The Company’s operations have been devoted primarily to developing a business plan and raising capital for future operations and administrative functions.  The Company intends to grow through internal development, strategic alliances, and acquisitions of existing businesses.  Because of uncertainties surrounding its development, the Company anticipates incurring development stage losses in the foreseeable future.  The ability of the Company to achieve its business objectives is contingent upon its success in raising additional capital until adequate revenues are realized from operations.

PERIOD FROM MARCH 21, 1997 (DATE OF INCEPTION) THROUGH MARCH 31, 2010

Our cumulative net losses since the inception is attributable to the fact that we have received only $24,728 in revenue from operations to offset our business development expenses.

Losses from operations since inception have amounted to $365,594, primarily consisting of accounting, legal and transfer agent fees.

THREE MONTHS ENDED MARCH 31, 2010 AND MARCH 31, 2009

Development stage expenses and interest expense during the three months ended March 31, 2010 was $3,198 as compared to $5,196 for the period ended March 31, 2009.

Expenses for the three months ended March 31, 2009 was primarily accounting ($3,100) and interest on note payables ($1,821).

Expenses for the three months ended March 31, 2008 were primarily accounting ($1,500) and interest on note payables ($1,553).

 
4

 

Liquidity and Capital Resources

Despite capital contributions and both related party and third party loan commitments, the company from time to time experienced, and continues to experience, cash flow shortages that have slowed the Company’s growth.

The Company has primarily financed its activities from sales of capital stock of the Company and from loans from related and third parties.  A significant portion of the funds raised from the sale of capital stock has been used to cover working capital needs such as office expenses and various professional fees.
 
For the three months ended March 31, 2009, we incurred a net loss of $5,196.  Our accumulated deficit since inception is $341,749.  Such accumulated losses have resulted primarily from costs related to various professional fees.

The Company continues to experience cash flow shortages, and anticipates this continuing through the foreseeable future.  Management believes that additional funding will be necessary in order for it to continue as a going concern.  The Company is investigating several forms of private debt and/or equity financing, although there can be no assurances that the Company will be successful in procuring such financing or that it will be available on terms acceptable to the Company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 3.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the"Exchange Act"), the Company's management, with the participation of the Company's Chief Executive Officer ("CEO") and Principal Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report in reaching a reasonable level of assurance that the information required to be disclosed by the Company in the reports that it files with the Securities and Exchange Commission (“SEC”) is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms. Based upon that evaluation, the CEO and Principal Financial Officer concluded that the Company's disclosure controls and procedures to be ineffective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


 
5

 


PART II

Item 1. Legal Proceedings.
 
 None.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
 None.

Item 3. Defaults Upon Senior Securities.
 
 A promissory note payable in the amount of $24,409 became due January 1, 2007 and accordingly is in default.

Item 4. Submission of Matters to a Vote of Security Holders.
 
 None.

Item 5. Other Information.
 
 None.

Item 6. Exhibits.

Index to Exhibits.

3.1*                      Articles of Incorporation

3.2*                      Amendment No. 1 to Articles of Incorporation

3.3*                      Amendment No. 2 to Articles of Incorporation

3.4*                      By-laws

31.1                      Rule 13(a) — 14(a)/15(d) — 14(a) Certification (Principal Executive Officer)

31.2                      Rule 13(a) — 14(a)/15(d) — 14(a) Certification (Principal Financial Officer)

32.1                      Section 1350 Certification (Principal Executive Officer)

32.2                      Section 1350 Certification (Principal Financial Officer)

*   Incorporated by Reference to the Company’s Registration Statement on Form 10-SB filed on November 13, 2007.
 
 
6

 
 
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
   CENTRACAN INCORPORATED
    By:  /s/ Jerome Goubeaux      
 Dated: May 10, 2010           Jerome Goubeaux,
           Chief Executive Officer
     
 
 
7