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EX-32.2 - CERTIFICATION - Centor Energy, Inc.cnto_ex322.htm


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

 FORM 10-Q
 
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______
 
Commission File Number: 333-176362

CENTOR, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
30-0766257
(State of incorporation)
 
(I.R.S. Employer Identification No.)
                                                                      
1801 Lee Rd, Ste 265
Winter Park, FL 32789
(Address of principal executive offices)
 
866-491-3128
(Registrant’s telephone number)

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.  x Yes     o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes     o No (Not required)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
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 Rule 12b-2 of the Exchange Act).  Yes   o      No  x
 
As of November 19, 2013, there were 68,700,000 shares of the Registrant’s $0.001 par value common stock issued and outstanding.
 


 
 

 

CENTOR, INC.

TABLE OF CONTENTS
 
  
   
PAGE
 
PART I
FINANCIAL INFORMATION
     
         
ITEM 1.
FINANCIAL STATEMENTS
    4  
           
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    5  
           
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    9  
           
ITEM 4.
CONTROLS AND PROCEDURES
    10  
           
PART II
OTHER INFORMATION
       
           
ITEM 1.
LEGAL PROCEEDINGS
    11  
           
ITEM 1A. RISK FACTORS     11  
           
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    11  
           
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
    11  
           
ITEM 4.
MINE SAFEY DISCLOSURE – Not Applicable
    11  
           
ITEM 5.
OTHER INFORMATION
    11  
           
ITEM 6.
EXHIBITS
    12  

 
2

 
 
Special Note Regarding Forward-Looking Statements
 
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Centor, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Centor" refers to Centor, Inc.
 
 
3

 

PART I - FINANCIAL INFORMATION
 
ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
    Index  
       
Consolidated Balance Sheets     F-1  
         
Consolidated Statements of Operations     F-2  
         
Consolidated Statements of Cash Flows     F-3  
         
Notes to the Consolidated Financial Statements     F-4  
 
 
 
4

 
 
CENTOR, INC.
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(unaudited)

             
   
September 30,
   
March 31,
 
   
2013
   
2013
 
             
ASSETS
 
Current assets:
           
             
Cash
  $ 4,530     $ 22,619  
Prepaids
    12,523       14,633  
                 
Total current assets
    17,053       37,252  
                 
Mineral property option
    110,000       100,000  
                 
Total assets
  $ 127,053     $ 137,252  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
 
                 
Current liabilities:
               
                 
Accounts payable and accrued liabilities
  $ 42,429     $ 29,425  
Notes payable, net of discounts of $23,564 September 30, 2013 and $69,926 March 31, 2013
    396,695       188,666  
                 
Total current liabilities
    439,124       226,891  
                 
Total liabilities
    439,124       226,891  
                 
Stockholders' deficit:
               
                 
Common stock; authorized 150,000,000; $0.001 par value; 68,901,000 and 68,700,000
               
shares issued and outstanding at September 30, 2013 and March 31, 2013
    68,901       68,700  
Additional paid-in capital
    47,703       5,255  
Common stock payable
    900       -  
Deficit accumulated during the exploration stage
    (429,575 )     (163,594 )
                 
Total stockholders' deficit
    (312,071 )     (89,639 )
                 
Total liabilities and stockholders' deficit
  $ 127,053     $ 137,252  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-1

 

CENTOR, INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

   
For the Three Month Period Ended
   
For the Six Month Period Ended
    From Inception (February 16, 2011) to  
   
September 30, 2013
   
September 30, 2012
   
September 30, 2013
   
September 30, 2012
   
September 30, 2013
 
                               
Operating expenses:
                             
                               
General and administrative
  $ 66,004     $ 1,044     $ 112,885     $ 1,589     $ 194,509  
Exploration costs
    17,355       -       29,568       -       46,712  
Impairment of mineral property
    -       -       -       -       13,360  
 
                                       
Total operating expenses
    83,359       1,044       142,453       1,589       254,581  
                                         
Other expenses
                                       
                                         
Interest expense
    (82,660 )     -       (123,528 )     -        (162,294 )
                                         
Total other expenses
    (82,660 )     -       (123,528 )     -       (162,294 )
                                         
Net loss
  $ 166,019     $ 1,044     $ 265,981     $ 1,589     $ 416,875  
                                         
                                         
Net loss per share:
                                       
Basic
  $ 0.00     $ 0.00     $ 0.00     $ 0.00          
                                         
Weighted average number of shares outstanding:                                        
Basic
    68,723,304       68,700,000       68,711,716       68,700,000          
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-2

 
 
CENTOR,INC.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
    For the Six Month Period Ended     From Inception (February 16, 2011) to  
    September 30, 2013     September 30, 2012     September 30, 2013  
                   
Cash flow from operating activities:
                 
Net loss
  $ (265,981 )   $ (1,589 )   $ (416,875 )
Adjustments to reconcile net loss to net cash used in operating activities:                        
Imputed interest on convertible notes payable
    12,500       -       17,755  
Discount on notes payable
    111,028       -       144,539  
Impairment of mineral property
    -       -       13,360  
Stock-based compensation
    900       -       900  
Changes in operating assets and liabilities:
                       
Decrease (increase) in prepaids
    2,110       -       (12,523 )
Increase (Decrease) in accounts payable and accrued liabilities
    13,004       -       42,429  
Net cash used in operating activities
    (126,439 )     (1,589 )     (210,415 )
                         
Cash flows from investing activities:
                       
Acquisition of mineral property option
    (10,000 )     -       (123,360 )
Net cash used in investing activities
    (10,000 )     -       (123,360 )
                         
Cash flows from financing activities:
                       
Proceeds from issuance of common stock
    30,150       -       86,150  
Repayment of notes payable
    (8,800 )     -       (8,800 )
Proceeds from notes payable
    97,000       -       267,955  
Net cash provided by financing activities
    118,350       -       338,305  
                         
Increase (decrease) in cash during the year
    (18,089 )     (1,589 )     4,530  
                         
Cash, beginning of period
    22,619       4,383       -  
                         
Cash, end of period
  $ 4,530     $ 2,794     $ 4,530  
                         
Supplemental disclosure of cash flow information:
                       
Cash paid during the period
                       
Taxes
  $ -     $ -     $ -  
Interest
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-3

 
 
CENTOR, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2013
(Unaudited)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION
 
Centor Inc. (the "Company") was incorporated in the State of Nevada on February 16, 2011. The Company was organized to develop and explore mineral properties in the State of Nevada and the Republic of Ghana West Africa.
 
On June 13, 2013, the Company established a wholly owned subsidiary Centor (Ghana) Limited to carry out operations in Ghana, accordingly as of September 30, 2013 the financial statements and related notes are presented on a consolidated basis.
 
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and accordingly is an exploration stage company.
 
The interim financial statements included herein, presented in accordance with United States of America generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
 
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended March 31, 2013 and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not necessarily indicative of annual results.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
 
For the period ended September 30, 2013, the consolidated financial statements include the accounts of Centor, Inc. and Centor (Ghana) Limited. All significant intercompany balances and transactions have been eliminated. Centor, Inc. and Centor (Ghana) Limited will be collectively referred herein to as the “Company”.
 
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 reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Cash and Cash Equivalents
 
Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Such investments are carried at cost, which is a reasonable estimate of their fair value. Cash equivalents are placed with high credit quality financial institutions.
 
 
F-4

 
 
CENTOR, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2013
(Unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUE)
 
Mineral Property Expenditures
 
Mineral property acquisition costs are capitalized in accordance with FASB ASC 930-805, “Extractive Activities-Mining,” 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 mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements. Mineral property exploration costs are expensed as incurred.
 
When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized. Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis. Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards. Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.
 
Long-lived Assets
 
In accordance with the Financial Accounting Standards Board ("FASB") Accounts Standard Codification (ASC) ASC 360-10, "Property, Plant and Equipment," the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the three months ended September 30, 2013 and 2012, the Company recorded impairment of $0 and $0, respectively. For period from inception (February 6, 2011) to September 30, 2013, the Company recorded impairment of $13,360.
 
Asset retirement obligations
 
The Company has adopted the provisions of FASB ASC 410-20 "Asset Retirement and Environmental Obligations," which requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the related mineral properties. As of September 30, 2013, there has been no asset retirement obligations recorded.
 
 
F-5

 
 
CENTOR, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2013
(Unaudited)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Foreign Currency Translation
 
The Company’s functional and reporting currency is the US dollar as substantially all of the Company’s operations are in United States dollars.
 
Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in Stockholder’s Equity, if applicable.  
 
Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. If applicable, exchange gains and losses are included in other items on the Statement of Operations.
 
Basic and Diluted Loss Per Share
 
The Company computes basic loss per share by dividing the net loss by the weighted average common shares outstanding during the period. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. Common stock equivalent shares are excluded from the computation if their effect is antidilutive.
 
Fair Value of Financial Instruments
 
The Company’s only financial instruments are cash, accounts payable, and notes payable. Due to the short maturities of these financial instruments, their fair value approximates their carrying value.  
 
Recent Authoritative Pronouncements
 
The Company does not expect that the adoption of any recent accounting standards will have a material impact on its financial statements.
 
NOTE 3 – GOING CONCERN
 
These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of September 30, 2013 the Company had incurred accumulated losses since inception of $429,575. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing or refinancing as may be required, and ultimately to establish profitable operations.
 
 
F-6

 
 
CENTOR, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2013
(Unaudited)
 
NOTE 3 – GOING CONCERN (CONTINUED)
 
Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
NOTE 4 – MINERAL PROPERTIES
 
On November 16, 2012, the Company entered into a purchase agreement with Bullnet Gold Resources Limited. (“BGR”) Pursuant to the terms and conditions of the purchase agreement, the Company shall have the option to acquire 100% interest in the Nobewam Concession located in Ghana West Africa, of which BGR directly owns 100% of the Concession. The Company shall acquire 100% as well as, any right, title or interest in the foregoing as the same relates to the Nobewan Concession, either held, or otherwise owned, by BGR shall be referred to hereinafter as the “Property”. 
 
Under the purchase agreement, in consideration of earning the interest in the Property, the Company is required to make a total of $750,000 cash payments according the following schedule:
 
1)           $50,000 on or before December 8, 2012, which were paid during the year ended March 31, 2013;
 
2)           $50,000 on or before February 15, 2013, which were paid during the year ended March 31, 2013;
 
3)           $250,000 on or before January 31, 2014;
 
4)           $400,000 on or before January 15, 2015.
 
On April 24, 2013, the Company and Achaa Mining Company Limited, a Ghanaian Company ("Achaa") entered into a Memorandum of Understanding (the "MOU'), dated as of April 24, 2013. Under the MOU, the Company will pay Achaa $10,000 (the "Option Fee") and receive the right to perform due diligence and on-site reconnaissance of the Achaa mining concession (The "Anyinaso Concession") located in the Atwima Mponua district in the Ashanti Region of Ghana approximately 30 km southeast of the Newmont mine at Kenyasi. The Anyinaso Concession covers an area of approximately 26.67 sq km along the eastern margin of the Setwi Belt. The term of the option is six months, subject to certain adjustments. The Company paid the Option Fee on May 7, 2013. This option has been subsequently amended and extended for the period of 6 months.
 
 
F-7

 
 
CENTOR, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2013
(Unaudited)
 
NOTE 5 – NOTES PAYABLE
 
Convertible Note Payable
 
On November 1, 2012 the Company entered into a convertible unsecured promissory note with an unrelated third party. The Note allows for the Company to borrow up to a total of $200,000 of which the company has received a total of $155,155 as of September 30, 2013.  On March 1, 2013 the Company entered into a convertible unsecured promissory note with the same unrelated third party. The Note allows for the Company to borrow up to a total of $200,000 of which the company has received an aggregate total of $97,000.  The Notes are non interest bearing and provide for conversion at a 40% discount of the average market price over a five day period. Additionally, the Notes may be repaid from 20% of net natural resource production and the note matures on October 31, 2013. To date there have been no repayments of cash or conversion of the notes to Common Shares in whole or in part.
 
Total fair values for the Notes were $420,258 of which $168,103 is the discount on conversion feature. The unamortized debt discount balance as of September 30, 2013 and March 31, 2013 is $23,564 and $69,926, respectively. During the six months ended September 30, 2013, the Company recorded interest expense for discount on conversion feature of $111,028. The Company imputed interest at an 11% interest rate totaling $12,500, which was applied to additional paid-in capital.
 
NOTE 6 – STOCKHOLDERS’ DEFICIT
 
On February 28, 2013, the Company authorized a common stock increase from 75,000,000 to 150,000,000 shares with a par value of $0.001, and the Company declared a 6 to 1 forward split of its issued and outstanding common stock. Accordingly, the Company’s issued and outstanding shares of common stock increased from 11,450,000 to 68,700,000 shares of common stock as of March 31, 2013. All references in the financial statements and notes to financial statements refer to number of shares, price per share, and weighted average number of shares outstanding prior to the stock split on a retroactive basis.
 
The Company has 68,901,000 and 68,700,000 issued and outstanding shares of common stock as of September 30, 2013 and March 31, 2013, respectively.
 
During the three months ended September 30, 2013, the Company issued 201,000 shares of common stock for cash received of $30,150.
 
During the three months ended September 30, 2013, the Company entered into a consulting agreement which the Company agrees to pay 30,000 shares of common stock for the service period from September 1, 2013 to December 31, 2013. The Company recorded 7,500 shares of common stock as stock payable fair valued at $900 as of September 30, 2013.
 
NOTE 7 – SUBSEQUENT EVENTS

Subsequently, the Company amended the option agreement with Achaa Mining Limited to extend the option for the period of six months.
 
 
F-8

 
 
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

On November 26, 2012, Centor, Inc., a Nevada corporation, (the "Company") entered into a purchase agreement with Bullnet Gold Resources Limited. (“BGR”) Pursuant to the terms and conditions of the purchase agreement, the Company shall acquire 100% interest in the Nobewam Concession located in Ghana West Africa, of which BGR directly owns 100% of the Concession. The Company shall acquire 100% as well as, any right, title or interest in the foregoing as the same relates to the Nobewan Concession, either held, or otherwise owned, by BGR shall be referred to hereinafter as the “Property” . As consideration for the acquisition the Company shall pay BGR an aggregate of $750,000 in cash at the closing of the purchase agreement. To date, the Company has paid $100,000 towards the purchase of the Property and the transaction has not closed.

On April 24, 2013, Centor, Inc., a Nevada corporation (the “Company”), and Achaa Mining Company Limited, a Ghanaian Company ("Achaa") entered into a Memorandum of Understanding (the "MOU'), dated as of April 24, 2013.
 
Under the MOU, the Company will pay Achaa $10,000 (the "Option Fee") and receive the right to perform due diligence and on-site reconnaissance of the Achaa mining concession (The "Anyinaso Concession") located in the Atwima Mponua district in the Ashanti Region of Ghana approximately 30 km southeast of the Newmont mine at Kenyasi. The Anyinaso Concession covers an area of approximately 26.67 sq km along the eastern margin of the Setwi Belt. The term of the option is six months, subject to certain adjustments. The Company paid the Option Fee on May 7, 2013. This option has been subsequently amended and extended for the period of 6 months.
 
Plan of Operation
 
Our plan of operation or objective is to conduct exploration activities on our mining claims in order to assess whether they possess commercially exploitable mineral deposits. We are presently in the exploration stage of our business and we can provide no assurance that commercially viable mineral deposits exist on our mineral claims or 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. Further exploration is required before a final evaluation as to the economic and legal feasibility is required to determine whether our mineral claims possess commercially exploitable mineral deposits. We have not, nor has any predecessor, identified any commercially exploitable reserves of these minerals on our mineral claims.
 
During our exploration activities on the Anyinaso Concession and the Nobewan Concession, our President will devote less than full-time hours per week 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. We do not plan to make any purchases of equipment over the next twelve months due to reliance upon outside consultants to provide all equipment needed for the exploratory work being conducted.
 
 
5

 

Current exploration activities have been focused on the Anyinaso Concession, where stockpiling and washing of alluvial gravel has been conducted in preparation for a test production run. we anticipate this occurring within the next 30 Days.

Government Regulation
 
If we decide to continue with the acquisition and exploration of mineral properties, we will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals. All mineral exploration activities carried out on a mineral claim or mining lease must be done in compliance within the jurisdiction’s Bureau of Mines. This applies to all mines during exploration, development, construction, production, closure, reclamation and abandonment. It outlines the powers of the Chief Inspector of Mines to inspect mines, the procedures for obtaining permits to commence work in, on or about a mine and other procedures to be observed at a mine.

Additionally, the provisions of the Health, Safety and Reclamation Code for mines contain standards for employment, occupational health and safety, accident investigation, work place conditions, protective equipment, training programs, and site supervision. Also, the Mineral Exploration Code contains standards for exploration activities including construction and maintenance, site preparation, drilling, trenching and work in and about a water body.

Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program. If the exploration activities require the falling of timber, then either a free use permit or a license to cut must be issued by the state. Items such as waste approvals may be required from the State if the proposed exploration activities are significantly large enough to warrant them. Waste approvals refer to the disposal of rock materials removed from the earth which must be reclaimed. An environmental impact statement may be required.

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 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. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings, our competitive position or on us in the event a potentially economic deposit is discovered.

If we anticipate disturbing ground during our mineral exploration activities, we may be required to make an application to the State for a permit. We do not anticipate any difficulties in obtaining a permit, if needed. Initial exploration activities (grid establishment, geological mapping, soil sampling, geophysical surveys) do not involve ground disturbance and as a result do not, at this time, require a work permit. Any follow-up trenching and/or drilling will require permits, applications for which will be submitted well in advance of the planned work.

If we enter the production phase, of which there is no assurance, 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. The regulatory requirements that we will have to meet will likely include:

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;
iv.  
All material to be left on the surface will need to be environmentally benign;
 
 
6

 
 
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.

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
  $ 20,850  
Office Expenses
    -  
Mineral Property Exploration Expenses
    50,000  
TOTAL
  $ 70,850  
 
Our total expenditures over the next twelve months are anticipated to be approximately $70,850. Our cash on hand as of September 30, 2013 is $4,530. We do not have sufficient cash on hand to fund our operations for the next twelve months. We also require additional financing in order to commence exploration on our mining concessions.
 
RESULTS OF OPERATIONS

Working Capital

   
September 30,
2013
   
March 31,
2013
 
Current Assets
 
$
17,053
   
$
  37,252
 
Current Liabilities
 
$
439,124
   
$
226,891
 
Working Capital Deficit
 
$
(422,071
)
 
$
(89,639
)

Cash Flows
 
   
Period Ended
September 30,
2013
   
Period Ended
September 30,
2012
 
Cash Flows used in Operating Activities
 
$
(126,439
)
 
$
(1,589
)
Cash Flows used in Investing Activities
 
$
(10,000
)
 
$
-
 
Cash Flows provided by Financing Activities
 
$
118,350
   
$
-
 
Net Decrease in Cash During Period
 
$
(18,089)
   
$
(1,589
)

The decrease in our working capital at September 30, 2013 from the period ended March 31, 2013 is reflective of the current state of our business development.

As of September 30, 2013, we had cash on hand of $4,530. Since our inception, we have used our common stock and convertible promissory notes 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.

Operating Revenues

We have not generated any revenues since inception.

 
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Operating Expenses and Net Loss

 Operating expenses for the three month ended September 30, 2013 was $83,359 compared with $1,044 for the three month ended September 30, 2012. The increase in operating expenditures was a result of the Company's ongoing reporting requirements, accounting, consulting, general and administrative expenses, prepaid exploration expenses and ongoing exploration activities on the Anyinaso Concession.

Operating expenses for the six month ended September 30, 2013 was $142,453 compared with $1,589 for the six month ended September 30, 2012. The increase in operating expenditures was a result of the Company's ongoing reporting requirements, accounting, consulting, general and administrative expenses, prepaid exploration expenses on going exploration activities and the acquisition of the Achaa property option.
 
Net loss for the period ended September 30, 2012 was $137,100compared with $1,044for the period ended September 30, 2012. The overall increase in net loss of $136,056 was attributed to the Company's ongoing reporting requirements, accounting, consulting, general and administrative expenses, prepaid, exploration expenses and, the acquisition of the Achaa property option and interest expense in conjunction with the Company's outstanding convertible promissory notes.

Liquidity and Capital Resources

As at September 30, 2013, the Company’s cash balance was $4,530.
 
As at September 30, 2013, the Company had total liabilities of $439,124.
 
As at September 30, 2013, the Company had a working capital deficit of $(422,071)

Cashflow from Operating Activities

During the six month period ended September 30, 2013, the Company used $126,439 of cash for operating activities.
 
Cashflow from Investing Activities

During the six month period ended September 30, 2013, the Company paid $10,000 to acquire mineral claims.

Cashflow from Financing Activities

During the six month period ended September 30, 2013, the Company has net cash received of $118,350 from financing activities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report for the year ended March 31, 2013 that they have substantial doubt that we will be able to continue as a going concern without further financing. 

 
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Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.

Critical Accounting Policies

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 the notes to the financial statements included in this Quarterly Report.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its mineral leases and claims and our ability to obtain final government permission to complete the project.

Exploration Stage Company

The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

Mineral Property Acquisition and Exploration Costs
 
The Company is primarily engaged in the acquisition and exploration of mining properties.  Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930). An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. Capitalized costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
 
Recent Accounting Pronouncements
 
The Company does not expect that the adoption of any recent accounting standards to have a material impact on its financial statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
 
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ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of September 30, 2013, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.
 
Changes in Internal Control over Financial Reporting
 
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
 
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
 
 
10

 
 
PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.   RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1. Quarterly Issuances:
 
During the three months ended September 30, 2013, the Company issued 201,000 shares of common stock for cash received of $30,150.
 
2. Subsequent Issuances:
 
Subsequent to the quarter, we did not issue any unregistered securities

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURE

Not Applicable.
 
ITEM 5.  OTHER INFORMATION

None.

 
11

 
 
ITEM 6.   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 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.
101.INS*
 
XBRL Instance Document
 
Filed herewith.
101.SCH*
 
XBRL Taxonomy Extension Schema Document
 
Filed herewith.
101.CAL*
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
Filed herewith.
101.LAB*
 
XBRL Taxonomy Extension Labels Linkbase Document
 
Filed herewith.
101.PRE*
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
Filed herewith.
101.DEF*
 
XBRL Taxonomy Extension Definition Linkbase Document
 
Filed herewith.
 
*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.


 
12

 
 
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.
 
 
  CENTOR,INC.  
       
Dated: November 19, 2013
By:
/s/ Bradley Wilson  
    Bradley Wilson  
    Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer  
 
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.  
 
 
Dated: November 19, 2013   /s/ Bradley Wilson  
  By: Bradley Wilson – Director  
       
       
Dated: November 19, 2013   /s/Fred Da Silva  
  By: Fred Da Silva – Director  
       
       
Dated: November 19, 2013   /s/Joseph Maher  
  By: Joseph Maher – Director  
       
 
 
 
 
13