CENTAURUS DIAMOND TECHNOLOGIES, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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71-1050559
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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Large accelerated
filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting
company
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☒
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(Do not check if a smaller
reporting company)
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Index
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Page
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Part
I.
Financial
Information
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Item
1.
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Financial
Statements
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Balance
Sheets as of September 30, 2018 (unaudited) and March 31,
2018.
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F-1
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Statements
of Operations for the three and six months ended September 30, 2018
and 2017. (Unaudited).
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F-2
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Statements
of Cash Flows for the three and six months ended September 30, 2018
and 2017. (Unaudited).
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F-3
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Notes
to Unaudited Financial Statements (Unaudited).
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F-4
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations.
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4
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk.
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15
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Item
4.
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Controls
and Procedures.
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16
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Part
II.
Other
Information
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Item
1.
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Legal
Proceedings.
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16
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Item
1A.
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Risk
Factors.
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16
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds.
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16
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Item
3.
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Defaults
Upon Senior Securities.
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16
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Item
4.
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Mine
Safety Disclosures.
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16
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Item
5.
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Other
Information.
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16
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Item
6.
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Exhibits.
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17
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Signatures
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18
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Centaurus
Diamond Technologies, Inc.
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Balance
Sheets
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Centaurus
Diamond Technologies, Inc.
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Statements of
Operations
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Centaurus
Diamond Technologies, Inc.
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Statements of Cash Flows
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Asset
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June
30,
2018
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Equipment
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$
69,540
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Accumulated
depreciation
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(8,000
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Net
Fixed Assets
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$
61,540
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Related
Parties
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Relationship
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Alvin
Snaper
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Chairman
and majority stockholder of the Company
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Chas
Radovich
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CEO and
Stockholder of the Company
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Leroy
Delisle
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Stockholder
of the Company
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Chas
Radovich
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Leroy
Delisle
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Alvin
Snaper
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Total
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Balance at March 31,
2018
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$
3,312
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$
105,600
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$
9,000
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$
117,912
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Advances
for the nine months
ended June 30,
2018
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-
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20,000
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1,700
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26,700
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Balance at June 30, 2018
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$
3,312
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$
125,600
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$
10,700
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$
144,612
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Net
deferred taxes – Non-current
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September 30,
2018
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Expected income tax
benefit from NOL carry-forwards
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$
687,789
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Less valuation
allowance
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(687,789
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Deferred tax
assets, net of valuation allowance
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$
-
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September
30,
2018
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Federal statutory
income tax rate
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21.0
%
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Change in valuation
allowance on net operating loss carry-forwards
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(21.0
%)
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Effective income
tax rate
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$
-
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2019
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$
12,000
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2020
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12,000
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2021
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12,000
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2022
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3,000
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Total
minimum lease payments
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39,000
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Less:
Amount representing interest
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-
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Present
value of minimum lease payments
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$
39,000
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Balance Sheet Data
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June 30,
2018
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March 31,
2018
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Cash and Cash
Equivalents
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$
26
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$
16,927
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Total
Assets
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$
80,908
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$
91,269
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Total
Liabilities
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$
323,510
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$
313,510
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Shareholders’
Deficit
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$
(242,602
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$
(222,241
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Level
1
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Quoted
market prices available in active markets for identical assets or
liabilities as of the reporting date.
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Level
2
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Pricing
inputs other than quoted prices in active markets included in Level
1, which are either directly or indirectly observable as of the
reporting date.
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Level
3
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Pricing
inputs that are generally observable inputs and not corroborated by
market data.
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●
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Expected
term of share options and similar instruments: Pursuant to
Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards
Codification the expected term of share options and similar
instruments represents the period of time the options and similar
instruments are expected to be outstanding taking into
consideration of the contractual term of the instruments and
holder’s expected exercise behavior into the fair value (or
calculated value) of the instruments. The Company uses
historical data to estimate
holder’s expected exercise behavior
. If the Company is a newly formed corporation or shares
of the Company are thinly traded the contractual term of the share
options and similar instruments is used as the expected term of
share options and similar instruments as the Company does not have
sufficient historical exercise data to provide a reasonable basis
upon which to estimate expected term.
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●
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Expected
volatility of the entity’s shares and the method used to
estimate it. Pursuant to ASC Paragraph
718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses
the calculated value method shall disclose the reasons why it is
not practicable for the Company to estimate the expected volatility
of its share price, the appropriate industry sector index that it
has selected, the reasons for selecting that particular index, and
how it has calculated historical volatility using that
index. The Company uses the average historical
volatility of the comparable companies over the expected
contractual life of the share options or similar instruments as its
expected volatility. If shares of a company are thinly
traded the use of weekly or monthly price observations would
generally be more appropriate than the use of daily price
observations as the volatility calculation using daily observations
for such shares could be artificially inflated due to a larger
spread between the bid and asked quotes and lack of consistent
trading in the market.
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●
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Expected
annual rate of quarterly dividends. An entity that uses
a method that employs different dividend rates during the
contractual term shall disclose the range of expected dividends
used and the weighted-average expected dividends. The
expected dividend yield is based on the Company’s current
dividend yield as the best estimate of projected dividend yield for
periods within the expected term of the share options and similar
instruments.
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●
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Risk-free
rate(s). An entity that uses a method that employs different
risk-free rates shall disclose the range of risk-free rates
used. The risk-free interest rate is based on the U.S.
Treasury yield curve in effect at the time of grant for periods
within the expected term of the share options and similar
instruments.
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(a)
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Exhibits
required by Item 601 of Regulation SK
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Exhibit
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Description
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Articles
of Incorporation (1)
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Bylaws
(1)
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Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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Certification
of Principal Executive Officer and Principal Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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101.INS
*
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XBRL
Instance Document
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101.SCH
*
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XBRL
Taxonomy Extension Schema Document
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101.CAL
*
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XBRL
Taxonomy Extension Calculation Linkbase Document
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101.DEF
*
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XBRL
Taxonomy Extension Definition Linkbase Document
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101.LAB
*
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XBRL
Taxonomy Extension Label Linkbase Document
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101.PRE
*
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XBRL
Taxonomy Extension Presentation Linkbase Document
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*
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XBRL
(Extensible Business Reporting Language) information is furnished
and not filed or a part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of
1933, as amended, is deemed not filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended,
and otherwise is not subject to liability under these
sections.
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CENTAURUS DIAMOND TECHNOLOGIES, INC.
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(Name
of Registrant)
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Date:
December 17, 2018
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By:
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/s/ Chaslav Radovich
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Name:
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Chaslav
Radovich
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Title:
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President
and Director
(principal
executive officer, principal financial
officer
and principal accounting officer)
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Exhibit
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Description
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Articles
of Incorporation (1)
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Bylaws
(1)
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Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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Certification
of Principal Executive Officer and Principal Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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101.INS
*
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XBRL
Instance Document
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101.SCH
*
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XBRL
Taxonomy Extension Schema Document
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101.CAL
*
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XBRL
Taxonomy Extension Calculation Linkbase Document
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101.DEF
*
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XBRL
Taxonomy Extension Definition Linkbase Document
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101.LAB
*
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XBRL
Taxonomy Extension Label Linkbase Document
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101.PRE
*
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XBRL
Taxonomy Extension Presentation Linkbase Document
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*
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XBRL
(Extensible Business Reporting Language) information is furnished
and not filed or a part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of
1933, as amended, is deemed not filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended,
and otherwise is not subject to liability under these
sections.
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1.
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I have
reviewed this quarterly report on Form 10-Q of Centaurus Diamond
Technologies, Inc.;
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2.
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Based
on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly
report;
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3.
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Based
on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
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4.
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The
registrant’s other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a–15(e)
and 15d–15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a–15(f) and
15d–15(f)) for the registrant and have:
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(a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report
is being prepared;
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(b)
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Designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
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(c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
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(d)
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Disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
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5.
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The
registrant’s other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
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(a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
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Date:
December 17, 2018
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By:
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/s/ Chaslav Radovich
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Chaslav
Radovich
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President
and Director (principal executive officer, principal financial
officer and principal accounting officer)
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1.
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I have
reviewed this quarterly report on Form 10-Q of Centaurus Diamond
Technologies, Inc.;
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2.
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Based
on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly
report;
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3.
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Based
on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
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4.
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The
registrant’s other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a–15(e)
and 15d–15(e)) and internal control over financial reporting
(as defined in Exchange Act Rules 13a–15(f) and
15d–15(f)) for the registrant and have:
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(a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant,
including its subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report
is being prepared;
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(b)
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Designed
such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
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(c)
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Evaluated
the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation;
and
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(d)
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Disclosed
in this report any change in the registrant’s internal
control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
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5.
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The
registrant’s other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
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(a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s
internal control over financial reporting.
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Date:
December 17, 2018
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By:
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/s/ Chaslav Radovich
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Chaslav
Radovich
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President
and Director (principal executive officer, principal financial
officer and principal accounting officer)
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(1)
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such
Quarterly Report on Form 10-Q for the quarter ended
September 30,
2018
fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended;
and
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the
information contained in such Quarterly Report on Form 10-Q for the
quarter ended
September 30,
2018
fairly presents, in all material respects, the
financial condition and results of operations of Centaurus Diamond
Technologies, Inc.
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Date:
December 17, 2018
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By:
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/s/ Chaslav Radovich
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Chaslav
Radovich
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President
and Director (principal executive officer, principal financial
officer and principal accounting officer)
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