XOTC:CTDT Quarterly Report 10-Q/A Filing - 6/30/2012

Effective Date 6/30/2012

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

FORM 10-Q/A
(Amendment No. 1)

(X)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

(  )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934

For the transition period from                            to


Commission File Number    000-53286

CENTAURUS DIAMOND TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Nevada
71-1050559
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)

1000 W. Bonanza Rd., Las Vegas, Nevada 89106
(Address of principal executive offices)

(702) 382-3385
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [    ]

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)   Yes [X]  No [   ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer                                        [   ]     
 
 Accelerated filer                                          [   ]
     
 Non-accelerated filer                                          [   ]  
(Do not check if a small reporting company)    
 
Small 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 [  ] No [X]

The number of shares outstanding of the registrant’s common stock at August 20, 2012 was 73,000,000.
 

 
 

 


 
 EXPLANATORY NOTE
 
The purpose of this Amendment No. 1 on Form 10–Q/A to Centaurus Diamond Technologies, Inc.’s quarterly report on Form 10–Q for the quarter ended June 30, 2012, filed with the Securities and Exchange Commission on August 31, 2012 (the “Form 10–Q”), is solely to furnish Exhibit 101 to the Form 10–Q in accordance with Rule 405 of Regulation S–T.
 
No other changes have been made to the Form 10–Q.  This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.
 
ITEM 6.                      EXHIBITS
 
Exhibit No.
Description
2.1
Asset Acquisition Agreement dated June 5, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 11, 2012)
3.1
Articles of Incorporation (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on June 2, 2008)
3.2
Amendment to Articles of Incorporation (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 9, 2012)
3.3
Bylaws (incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on June 2, 2008)
10.1
Letter of Intent by and between Sweetwater Resources, Inc. and Centaurus Technologies Inc., dated April 19, 2012 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on April 25, 2012)
10.2
Form of Subscription Agreement (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 11, 2012)
10.3
Form of Warrant (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on June 11, 2012)
31.1
Certification of Principal Executive Officer Pursuant to Rule 13a-14*
31.2
Certification of Principal Financial Officer Pursuant to Rule 13a-14*
32
CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act*
101.INS
XBRL Instance Document**
 
101.SCH
XBRL Taxonomy Extension Schema**
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase**
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase**
 
101.LAB
XBRL Taxonomy Extension Label Linkbase**
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase**
 
__________________
* Previously filed or furnished as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012.
**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

 
2

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
CENTAURUS DIAMOND TECHNOLOGIES, INC.
 
 (Registrant)
   
Date: September 10, 2012
/s/Alvin A. Snaper
 
Alvin A. Snaper
Chief Executive Officer, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)
   
 
 

 

 
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XOTC:CTDT Quarterly Report 10-Q/A Filing - 6/30/2012
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