NOTES TO THE FINANCIAL STATEMENTS
March 31, 2013 and 2012
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
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
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.
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.
CENTOR, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2013 and 2012
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUE)
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. As of March 31, 2013 and 2012, the Company recorded impairment of $0 and $13,360, respectively.
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 oil and gas properties. As of March 31, 2013, there has been no asset retirement obligations recorded.
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. There are no potential common shares; accordingly, diluted and basic loss per share amounts are the same.
CENTOR, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2013 and 2012
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUE)
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.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC Topic 740, “
Income Taxes”
. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
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 March 31, 2013 the Company had incurred accumulated losses since inception of $163,594. 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.
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.
CENTOR, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2013 and 2012
NOTE 4 – MINERAL PROPERTY
On May 27, 2011, the Company entered into a purchase agreement with Minquest Inc. to purchase 14 claims In Esmeralda County Nevada known as the Weepah Hills Prospect. The Company has subsequently paid to Minquest a total of $13,360 towards the purchase of the Weepah Hills prospect. As of March 31, 2012, these claims have expired and the Company recorded an impairment of $13,360.
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 payment 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.
NOTE 5 – NOTES 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 USD of which the company has received a total of $155,155 as of March 31, 2013. The Note is non interest bearing and provides for conversion
at a 40% discount of the average market price over a five day period. Total discount on conversion feature was $103,437 of which $33,510 has amortized through March 31, 2013. The unamortized debt discount balance as of March 31, 2013 is $69,926. The note matures on October 31, 2013. The Company imputed interest at an 11% interest rate totaling $5,255 which was applied to additional paid-in capital.
As of March 31, 2013 and 2012, the Company has received advances from unrelated parties in the amount of $163,955 and $8,800, respectively. These advances are non-interest bearing, unsecured, and have no fixed terms of repayment.
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. 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.
During March 2011, the Company received $56,000 for common stock subscriptions. 39,000,000 of these shares were subscribed for by the officers and Directors of the Company at $.0002 per share. The remaining 29,700,000 shares were subscribed for by third parties at $.0017 per share.
CENTOR, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2013 and 2012
NOTE 7 – INCOME TAX
At March 31, 2013 and 2012, the Company had federal operating loss carryforwards of $112,128 and $62,967, respectively, which begin to expire in 2028.
Components of net deferred tax assets, including a valuation allowance, are as follows at March 31, 2013 and 2012:
|
|
|
March 31, 2013
|
|
|
March 31, 2012
|
|
|
Net operating loss carryforward
|
|
$
|
112,128
|
|
|
$
|
62,967
|
|
|
Total deferred tax assets
|
|
|
39,245
|
|
|
|
22,038
|
|
|
Less: Valuation allowance
|
|
|
(39,245
|
)
|
|
|
(22,038
|
)
|
|
Net deferred tax assets
|
|
$
|
-
|
|
|
$
|
-
|
|
The valuation allowance for deferred tax assets as of March 31, 2013 and 2012 was $39,245 and $22,038, respectively, which will begin to expire in 2028. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of March 31, 2013 and 2012 and maintained a full valuation allowance.
Reconciliation between the statutory rate and the effective tax rate is as follows at March 31, 2013 and 2012:
|
|
|
2013
|
|
|
2012
|
|
|
Federal statutory rate
|
|
|
(35.0
|
)%
|
|
|
(35.0
|
)%
|
|
State taxes, net of federal benefit
|
|
|
(0.00
|
)%
|
|
|
(0.00
|
)%
|
|
Change in valuation allowance
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
Effective tax rate
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
NOTE 8 – SUBSEQUENT EVENTS
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.
On March 1, 2013 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 USD of which the company has received an aggregate total of $77,000 subsequent to March 31, 2013. The Note is non interest bearing and provides for conversion at a 40% discount of the average market price over a five day period. Additionally, the Note may be repaid from 20% of net natural resource production, The note matures on October 31, 2013
On June 13, 2013 the Company established a wholly owned subsidiary Centor (Ghana) Limited.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.
There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.
(i) On March 14, 2013, Madsen and Associates CPA's was dismissed as Centor, Inc.’s (the “Company”) independent registered public accounting firm.
(ii) Madsen and Associates CPA's report on the Company’s financial statements for the fiscal years ended March 31, 2012 and March 31, 2011 contained an opinion on the uncertainty of the Company to continue as a going concern because of the Company’s need to raise additional working capital to service its debt and for its planned activity.
(iii) Other than as disclosed in Item 4.01(a)(ii) Madsen and Associates CPA's report on the financial statements for either of the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles, disclaimer of opinion, modification, or qualification in accordance with 304(a)(1)(ii) of Regulation S-K.
(iv) The Company’s Board of Directors approved the decision to change its independent registered public accounting firm.
(v) During the fiscal years ended March 31, 2012 and March 31, 2011, and the subsequent interim periods and further through the date of dismissal of, there have been no disagreements with Madsen and Associates CPA's on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement if not resolved to the satisfaction of, would have caused them to make reference to the subject matter of the disagreement(s) in connection with their report on the Company’s financial statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.
(vi) During the fiscal years ended March 31, 2012 and March 31, 2011, and further through the date of dismissal of Madsen and Associates CPA's , Madsen and Associates CPA's did not advise the Company on any matter set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K.
(vii) The Company Dismissed Madsen and Associates CPA's due to a change in the Company's Management
|
(b)
|
Engagement of New Independent Registered Public Accounting Firm
|
On March 14, 2013 the Company engaged (“De Joya Griffith, LLC) as our new independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending March 31, 2013. During the past two fiscal years and the subsequent interim periods preceding the engagement, the Company did not consult with De Joy, Griffith, LLC regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by De Joya Griffith, LLC concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K or a reportable event, as that term is described in Item 304 (a)(1)(v) of Regulation S-K.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2013. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2013 using the criteria established in “
Internal Control - Integrated Framework
” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2013, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
|
|
1.
|
We do not have an Audit Committee
– While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statements. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.
|
|
|
|
|
|
|
2.
|
We did not maintain appropriate cash controls
– As of March 31, 2013, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.
|
|
|
|
|
|
|
3.
|
We did not implement appropriate information technology controls
– As at March 31, 2013, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.
|
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of March 31, 2013 based on criteria established in Internal Control—Integrated Framework issued by COSO.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation
we conducted of the effectiveness of our internal control over financial reporting as of March 31, 2013, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting
Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:
|
|
1.
|
Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in the next fiscal year, 2013- 2014.
|
|
|
|
|
|
2.
|
We will appoint additional personnel to assist with the preparation of the Company’s monthly financial reporting, including preparation of the monthly bank reconciliations.
|
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.
Identification of Directors and Executive Officers
The following table sets forth the names and ages of our current director(s) and executive officer(s):
|
Name
|
|
Age
|
|
Position with the Company
|
|
Director Since
|
|
Bradley Wilson
|
|
55
|
|
CEO, President, & Director
|
|
February 13, 2013
|
|
Fred DaSilva
|
|
50
|
|
CFO, Treasurer, Secretary, & Director
|
|
February 13, 2013
|
|
|
|
55
|
|
Director
|
|
February 13, 2013
|
|
Michael Gismondi (1)
|
|
39
|
|
CEO, CFO, President, & Director
|
|
February 16, 2011
|
|
Andrea Grande (2)
|
|
33
|
|
Treasurer, Secretary, & Director
|
|
February 16, 2011
|
The board of directors has no nominating, audit or compensation committee at this time.
1. Michael Gismondi resigned his position as an officer and director on February 13, 2013.
2. Andrea Grande resigned his position as an officer and director on February 13, 2013.
Term of Office
Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada General Corporate Law. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation
Background and Business Experience
The business experience during the past five years of the person presently listed above as an Officer or Director of the Company is as follows:
Mr. Bradley Wilson:
Mr. Wilson has acted as our President, Chief Executive Officer and Director since February 13, 2013, with over 25 years of success achieving revenue, profit, and business growth objectives within start-ups, turnarounds, and rapid-change environments. He is networked professional and highly successful in implementing business process improvements, defining company direction, achieving goals, and change. Business Development and Sales Leadership—Closed contracts for both private and public sector companies from $250k to upwards of $10M. Consistent record of delivering results in growth, revenue, operational performance, and profitability. Mergers and Acquisitions—Spearheaded several acquisitions; conducted due diligence, led negotiations, integrated operations, and managed strategic relationships.
Turnaround—turned around underperforming organizations, streamlining business units around a
coherent operational strategy, restoring profitability. Mr. Wilson currently serves on the Board of Directors of Eyecity.com, Inc. and National Asset Recovery Corp. and has Attended York University and Ryerson Polytechnical University both located in Toronto Canada.
Mr. Fred Da Silva:
Mr. Dasilva has acted as our Chief Financial Officer, Secretary, Treasurer, and Chief Accounting Officer and Director since February 13, 2013. Mr. DaSilva has been directly involved in raising investment capital for several companies in the Mining and resource sector, ranging from start-up companies to emerging high growth public companies. Mr. DaSilva holds a Degree in BA from Concordia University majoring in Finance and Marketing.
Mr. Joseph Maher:
Mr. Maher has acted as a Director since February 13, 2013. Mr. Maher is a seasoned business professional exceeding 30 years. Raised in Illinois, Mr. Maher completed his university studies in 1982. He soon embarked on an entrepreneurial career, which included the successful founding of companies in manufacturing, travel & tourism, retail, software development and marketing. Maher’s diverse background has afforded him the opportunity to work with Fortune 500 companies and various departments of State Government. Early in 2009, Maher journeyed to West Africa to enter the gold industry. Given the political, logistical and historical gold production levels, Ghana was the simple choice. Mr. Maher has the necessary field experience having managed gold projects in Ghana since 2011.
Identification of Significant Employees
We have no significant employees other than our Board of Directors
We currently do not have any officers or directors of our Company who are related to each other.
Involvement in Certain Legal Proceedings
During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:
|
(1)
|
A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
|
(2)
|
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
(3)
|
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
|
|
i.
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
|
ii.
|
Engaging in any type of business practice; or
|
|
iii.
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
|
(4)
|
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
|
|
(5)
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
|
(6)
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
|
(7)
|
Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
|
i.
|
Any Federal or State securities or commodities law or regulation; or
|
|
ii.
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
|
|
iii.
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
(8)
|
Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Audit Committee and Audit Committee Financial Expert
The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities. The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.
The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles.
The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and Independent Registered Public Accounting Firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
Code of Ethics
We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer. A written copy of the Code is available on written request to the Company and is filed with the SEC on August 17, 2011 as part of the Company’s S-1 that is incorporated by reference hereto as Exhibit 14.01.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers, and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended March 31, 2013, Forms 5 and any amendments thereto furnished to us with respect to the year ended March 31, 2013, and the representations made by the reporting persons to us, we believe that during the year ended March 31, 2013, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the compensation paid to our executive officers during the twelve month periods ended March 31, 2013 and 2012:
Summary Compensation Table
|
Name
and
Principal
Position
|
|
Fiscal
Year
Ended
3/31
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
|
|
All Other Compensation
($)
|
|
|
Total
($)
|
|
|
Michael Gismondi
(1)
|
|
2013
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
President, CEO, CFO, , and Director
|
|
2012
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrea Grande
(2)
|
|
2013
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
Treasurer, Secretary, and Director
|
|
2012
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bradley Wilson
(3)
|
|
2013
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
President, CEO, and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred Da Silva
(4)
|
|
2013
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
CFO, Treasurer, Secretary, and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Maher
(5)
|
|
2013
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Mr. Michael Gismondi has been a director of our company since February 16, 2011. He was appointed as chief executive officer, chief financial officer, of our company on February 16, 2011 Mr. Gismondi resigned his positions on February 13, 2013.
|
|
2.
|
Mr. Andrea Grande has been a director of our company since February 16, 2011. He was appointed as Secretary, Treasurer, of our company on February 16, 2011. Mr. Grande resigned his positions on February 13, 2013
|
|
3.
|
On February 13, 2013, Mr. Bradley Wilson became a director and officer of our company, to fill the position vacated by Mr. Gismondi.
|
|
4.
|
On February 13, 2013, Mr. Fred Da Silva became an officer and director of our company. Additionally, on February 13, 2013, he was appointed as Secretary, Treasurer, of our company.
|
|
5.
|
On February 13, 2013, Mr. Joseph Maher became a director of our company.
|
Narrative Disclosure to Summary Compensation Table
There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.
Outstanding Equity Awards at Fiscal Year-End
No executive officer received any equity awards, or holds exercisable or unexercisable options, as of the year ended
March 31, 2013
.
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
Compensation Committee
We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.
Compensation of Directors
Our directors receive no compensation for their service on our Board of Directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS.
Security Ownership
The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of March 31, 2013, by: (i) our directors; (ii) our named executive officer; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.
|
Name and Address of Beneficial Owner
|
|
Title of Class
|
|
Amount and Nature of Beneficial
Ownership
(1)
(#)
|
|
|
Percent of Class
(2)
(%)
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael Gismondi
4667A Dundas Street West, EtobicokeOntario, Canada
|
|
Common
|
|
|
30,000,000
|
|
|
|
43.66
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrea Grande
155 Coons Road , Oakridge Ontario, Canada
|
|
Common
|
|
|
9,000,000
|
|
|
|
13.10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Persons as a Group (2 Persons)
|
|
Common
|
|
|
39,000,000
|
|
|
|
56.76
|
%
|
|
1.
|
The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
|
|
|
|
|
2.
|
Based on 68,700,000 issued and outstanding shares of Common Stock as of March 31, 2013.
|
Changes in Control
There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Related Party Transactions
None of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.
With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:
·
Disclosing such transactions in reports where required;
·
Disclosing in any and all filings with the SEC, where required;
·
Obtaining disinterested directors consent; and
·
Obtaining shareholder consent where required.
Director Independence
For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of common stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
According to the NASDAQ definition, Bradley Wilson is not an independent director because he is also an executive officer of the Company.
According to the NASDAQ definition, Fred Da Silva is not an independent director because he is an officer of the Company.
According to the NASDAQ definition, Joseph Maher is an independent director because he is not an officer of the Company and is not a beneficial owner of the Common Stock of the Company.
Review, Approval or Ratification of Transactions with Related Persons
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 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
|
|
Year Ended
March 31, 2013
|
|
|
Year Ended
March 31, 2012
|
|
|
Audit fees
|
|
$
|
12,500
|
|
|
$
|
9,000
|
|
|
Audit-related fees
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Tax fees
|
|
$
|
0
|
|
|
$
|
0
|
|
|
All other fees
|
|
$
|
0
|
|
|
$
|
0
|
|
|
Total
|
|
$
|
12,500
|
|
|
$
|
9,000
|
|
Audit Fees
During the fiscal years ended March 31, 2013, we incurred approximately $12,500 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended March 31, 2013.
During the fiscal year ended March 31, 2012, we incurred approximately $9,000 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended March 31, 2012.
Audit-Related Fees
The aggregate fees billed during the fiscal years ended March 31, 2013 and 2012 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $9,000 and $9,000, respectively.
Tax Fees
The aggregate fees billed during the fiscal years ended
March 31, 2013
and 2012 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were
$0
and
$0
, respectively.
All Other Fees
The aggregate fees billed during the fiscal year ended March 31, 2013 and 2012 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0.
PART IV
ITEM 15. EXHIBITS.
|
Exhibit
Number
|
|
Description of Exhibit
|
|
Filing
|
|
|
|
|
|
|
|
3.01
|
|
Articles of Incorporation
|
|
Filed with the SEC on August 17, 2011 as part of our Registration Statement on Form S-1.
|
|
3.02
|
|
Bylaws
|
|
Filed with the SEC on August 17, 2011 as part of our Registration Statement on Form S-1.
|
|
10.04
|
|
Minerals Lease and Agreement between Centor, Inc. and MinQuest, Inc.
|
|
Filed with the SEC on August 17, 2011 as part of our Registration Statement on Form S-1.
|
|
14.01
|
|
Code of Ethics
|
|
Filed with the SEC on August 17, 2011 as part of our Registration Statement on Form S-1.
|
|
31.01
|
|
Certification of Principal Executive Officer Pursuant to Rule 13a-14
|
|
Filed herewith.
|
|
31.02
|
|
Certification of Principal Financial Officer Pursuant to Rule 13a-14
|
|
Filed herewith.
|
|
32.01
|
|
CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
|
|
Filed herewith.
|
[Signature Page to Follow]
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
CENTOR, INC.
|
|
|
|
|
|
|
|
Dated: July 15, 2013
|
|
/s/ Bradley Wilson
|
|
|
|
|
By: Bradley Wilson
|
|
|
|
|
Its: President, Principal Executive Officer & Principal Financial Officer
|
|
Pursuant to the requirement of the Securities Exchange Act of 1934, 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: July 15, 2013
|
|
/s/ Bradley Wilson
|
|
|
|
|
By: Bradley Wilson – Director
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: July 15, 2013
|
|
/s/ Fred Da Silva
|
|
|
|
|
By: Fred Da Silva – Director
|
|
|
|
|
|
|
|
|
|
|
|
|
Dated: July 15, 2013
|
|
/s/ Joseph Maher
|
|
|
|
|
By: Joseph Maher – Director
|
|
27