UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM 10-K





ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF


THE SECURITIES EXCHANGE ACT OF 1934





1For
the fiscal year ended March 31, 2019





Commission
File No. 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)

(I.R.S.
Employer Identification No.)





1000 W. Bonanza Rd.


Las Vegas, Nevada 89106


(Address
of principal executive offices, zip code)





(702) 382-3385


(Registrant’s
telephone number, including area code)





______________________


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





Securities registered pursuant to Section 12(b) of the
Act:


None





Securities registered pursuant to section 12(g) of the
Act:


Common Stock, $.001 par value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No
[x]





Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No
[x]





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. 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 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]





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. (Check
one):





Large
accelerated filer
[
]
Accelerated
filer
[
]Non-accelerated
filer
[ ] (Do
not check if a smaller reporting company)
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 [ ] No [x]





As of
March 31, 2019, the end of the Registrant’s most recently
completed fiscal year, there were 214,477,623 shares of the
Registrant’s common stock, par value $0.001 per share,
outstanding.




















CENTAURUS DIAMOND TECHNOLOGIES, INC.


TABLE OF CONTENTS





Page No.PART IItem
1.

Business
1Item
1A.

Risk
Factors
7Item
1B.

Unresolved
Staff Comments
7Item
2.

Properties
7Item
3.

Legal
Proceedings
7Item
4.

Mine
Safety Disclosures
7PART IIItem
5.

Market
for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
8Item
6.

Selected
Financial Data
8Item
7.

Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
9Item
7A.

Quantitative
and Qualitative Disclosures About Market Risk
12Item
8.

Financial
Statements and Supplementary Data
12Item
9.

Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
13Item
9A.

Controls
and Procedures
13Item
9B.

Other
Information
13Part IIIItem
10.

Directors,
Executive Officers and Corporate Governance
14Item
11.

Executive
Compensation
15Item
12.

Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
16Item
13.

Certain
Relationships and Related Transactions, and Director
Independence
16Item
14.

Principal
Accounting Fees and Services
16Part IVItem
15.

Exhibits
and Financial Statement Schedules
17Signatures
17




















FORWARD-LOOKING STATEMENTS





This
Annual Report on Form 10-K of Centaurus Diamond Technologies, Inc.,
a Nevada corporation, contains “forward-looking
statements,” as defined in the United States Private
Securities Litigation Reform Act of 1995. In some cases, you can
identify forward-looking statements by terminology such as
“may”, “will”, “should”,
“could”, “expects”, “plans”,
“intends”, “anticipates”,
“believes”, “estimates”,
“predicts”, “potential” or
“continue” or the negative of such terms and other
comparable terminology. These forward-looking statements include,
without limitation, statements about our market opportunity, our
strategies, competition, expected activities and expenditures as we
pursue our business plan, and the adequacy of our available cash
resources. Although we believe that the expectations reflected in
the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements.
Actual results may differ materially from the predictions discussed
in these forward-looking statements. The economic environment
within which we operate could materially affect our actual
results.





Our
management has included projections and estimates in this Form
10-K, which are based primarily on management’s experience in
the industry, assessments of our results of operations, discussions
and negotiations with third parties and a review of information
filed by our competitors with the SEC or otherwise publicly
available. We caution readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date
made. We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances after
the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.





All
references in this Form 10-K to the “Company”,
“Centaurus Diamond Technologies, Inc.”,
“Centaurus Diamond Technologies,” “we”,
“us,” or “our” are to Centaurus Diamond
Technologies, Inc.

















PART I





ITEM 1. BUSINESS





Overview





We are
in the early stages of researching and developing our technology
for the manufacture of industrial grade cultured diamonds that are
chemically, optically and physically the same as their natural
counterparts. These man-made or “cultured” diamonds can
be sold for a fraction of the price of a natural diamond.
Currently, there are other technologies capable of producing
limited quantities of cultured diamonds for both industrial and
gemstone markets. Our goal is to develop our technology to the
point where we are able to produce industrial diamonds for
specialty markets. At present, our technology is unproven and not
ready for commercial exploitation.





Our
product and service objective is to provide industrial market
consumers with affordable alternatives to natural diamonds. Our
core competencies can be found in our technology and management.
Alvin A. Snaper, our Chief Science Officer, is the author of the
patent included in the Assets and has amassed significant
experience in his scientific field throughout the years. We believe
this combination of technological and gem and industrial diamond
expertise will help to ensure that no technical aspect of the
business will be overlooked.





We
believe our patented technology, once fully developed and refined
into a commercial process, has the potential capability of volume
production of industrial diamonds at a level substantially faster
than other current technologies. Our primary challenge is to
develop the process to a prototype level and then to a full
commercial stage. Until that time, we expect to produce only very
limited quantities of industrial type diamonds in beta test and
trial operations. We do not expect that initial test production
output during this early phase will be marketable as industrial
diamond products or, if marketable, that the quantities produced
will be material to our financial condition. Market price for
industrial diamonds generally varies from $70 to $300 per carat for
most stones, with some specific-feature stones such as those
destined for surgical scalpels, selling for up to $3,000 per carat.
The vast majority of all diamond product demand is for industrial
diamonds, and supply is limited by capacity of production and
finite levels of mining.





We
intend to lease the equipment and space necessary for us to conduct
the next stage of research and development into our technologies.
We have begun negotiations with the owners of the required
equipment and facilities but do not, at present, have any such
lease agreements in place. Provided our research and development
activities are successful, we will thereafter seek to develop the
equipment, protocols and systems for ongoing batch production of
industrial cultured diamonds on a volume basis.





In the
event we are successful in commercial production of industrial
diamonds, we expect to market the output through existing broker
and agent networks that specialize in specific applications such as
low-end abrasives or high-end specialty knives and cutting
devices.





Intellectual Property





The
patent which forms the basis for our technology is United States
Patent no. 7,854,823 B2 issued December 21, 2010, titled
“Synthesis of Diamond by Extraction of a Pulse Derived from
the Abrupt Collapse of a Magnetic Field,” Alvin A. Snaper,
inventor.





1





Industry





Natural Diamond





Diamond Trade Structure





The
diamond trade structure includes both large and small
well-organized components as well as many smaller, uncontrolled
operations. While De Beers in the past controlled a large
percentage of the diamond shipments to key trading centers, United
Nations data suggest that more than 100 countries worldwide
participate in rough diamond exporting. In the past few years, new
sources of rough diamonds from Australia, Russia, Canada and parts
of Africa have considerably changed the historical single-market
system in a number of ways. These changes include:





●
 The end
of the Soviet Regime, which unleashed a torrent of rough diamonds
from the Russia’s stockpiles and a desire among a number of
Russian senior government officials and members of the diamond
hierarchy to become more independent.





●
 The
temporary truce in Angola’s decades-long civil war during the
early 1990s, which created an opportunity for thousands of
independent miners to dig for diamonds in the country’s
alluvial fields.





●
 The
discovery of diamonds in Canada, which introduced a large rival
mining corporation, thus creating another formidable distribution
channel outside of the Central Selling Organization, or
CSO.





The end
result has been the transformation of the diamond business into a
more marketing-driven and brand-centric environment.





Market Segments





The
diamond industry can be separated into two distinct market
segments: one dealing with gem-grade diamonds and another for
industrial-grade diamonds. While a large trade in both types of
diamonds exists, the two markets act in dramatically different
ways. We expect to limit our activities to the industrial diamond
market.





Industrial
diamonds are valued mostly for their hardness and heat
conductivity, making many of the gemological characteristics of
diamond, including clarity and color, mostly irrelevant. This helps
explain why 80% of mined diamonds (equal to about 100 million
carats or 20,000 kg annually), unsuitable for use as gemstones and
known as “bort”, are destined for industrial use. In
addition to mined diamonds, synthetic diamonds found industrial
applications almost immediately after their invention in the 1950s,
and another 3 billion carats (600 metric tons) of synthetic diamond
is produced annually for industrial use. Common industrial
adaptations include diamond-tipped drill bits and saws, and the use
of diamond powder as an abrasive.





Even
though it is more expensive than competing abrasive materials,
diamond has proven to be more cost effective in numerous industrial
processes because it cuts faster and lasts longer than any rival
material. Synthetic industrial is superior to its natural diamond
counterpart because it can be produced in unlimited quantities,
and, in many cases, its properties can be tailored for specific
applications. Consequently, manufactured diamond accounts for more
than 90% of the industrial diamond used in the United States. The
United States remains the world’s largest market for
industrial diamonds.





Synthetic or Cultured Diamond Market





The
current market for “cultured” diamonds, for both gem
and industrial quality, is one of limited supply due to the lack of
laboratory operators and technological limitations within the
various production processes. In the late 1970’s, the sales
of synthetic industrial diamond material overtook that of natural
industrial diamond products, and it is estimated that the
market’s capacity is large enough to absorb all productions
from numerous sources, if such competition existed. Conservative
estimates suggest the U.S. “cultured” diamond market to
be approximately $1.5 billion (10% of total annual diamond
wholesale revenues). The potentials of the global market can only
be estimated in relation to the intensity of the marketing
strategy.





2





History





Synthetic
gem-quality diamond crystals were first produced in 1970 by GE,
then reported in 1971. The first successes used a pyrophyllite tube
seeded at each end with thin pieces of diamond. The graphite feed
material was placed in the center and the metal solvent (nickel)
between the graphite and the seeds. The container was heated and
the pressure was raised to about 5.5 GPa. The crystals grow as they
flow from the center to the ends of the tube, and extending the
length of the process produces larger crystals. Initially a
week-long growth process produced gem-quality stones of around 5 mm
(1 carat or 0.2 g), and the process conditions had to be as stable
as possible. The graphite feed was soon replaced by diamond grit
because that allowed much better control of the shape of the final
crystal.





Although
the GE stones and natural diamonds were chemically identical, their
physical properties were not the same. The colorless stones
produced strong fluorescence and phosphorescence under
short-wavelength ultraviolet light, but were inert under long-wave
UV. Among natural diamonds, only the rarer blue gems exhibit these
properties. Unlike natural diamonds, all the GE stones showed
strong yellow fluorescence under X-rays. The De Beers Diamond
Research Laboratory has grown stones of up to 25 carats (5.0 g) for
research purposes. Stable HPHT conditions were kept for six weeks
to grow high-quality diamonds of this size. For economic reasons,
the growth of most synthetic diamonds is terminated when they reach
a weight of 1 carat (200 mg) to 1.5 carats (300 mg).





In the
1950s, research started in the Soviet Union and the US on the
growth of diamond by pyrolysis of hydrocarbon gases at the
relatively low temperature of 800 °C. This low-pressure
process is known as chemical vapor deposition (CVD). William G.
Eversole reportedly achieved vapor deposition of diamond over
diamond substrate in 1953, but it was not reported until 1962.
Diamond film deposition was independently reproduced by Angus and
coworkers in 1968 and by Deryagin and Fedoseev in 1970. Whereas
Eversole and Angus used large, expensive, single-crystal diamonds
as substrates, Deryagin and Fedoseev succeeded in making diamond
films on non-diamond materials (silicon and metals), which led to
massive research on inexpensive diamond coatings in the
1980s.





(1970)
 General
Electric’s R&D first “gem quality” diamond
was produced utilizing their belt-press, originally designed by Dr.
H. Tracy Hall. GE’s high-pressure/high-temperature (HPHT)
method never entered into a commercial production.





(1986)
 Sumitomo introduced
its high-pressure / high-temperature (HPHT) belt-press technology
for producing mono-crystal diamonds for utilization in electronics.
The color of the crystals are primarily brownish-Yellow to
greenish-Yellow. Sumitomo’s diamonds reached the jewelry
market in limited supply.





(1993)
 Chatham
Created Gems announces a joint venture with Russians to grow
diamond developed by a small sized press, known as the BARS Press.
This press is capable of economically of maintaining 850,000 pounds
per square inch and temperatures of 2000-3000 degrees Fahrenheit in
conjunction with other equipment. With a growth cycle of
approximately 50 hours for 1 carat, the jewelry industry expected
production to quickly hit the market, but the joint venture
eventually fell apart. Today Chatham produces and markets Fancy
Yellow, Blue and Pink diamonds in conjunction with their other
“Created Gems,” Emeralds, Sapphires and Rubies. For
more information visit: http://www.chatham.com





(1996)
 The
Gemesis Corporation announced a venture would work in conjunction
with the Russians and the University of Florida’s materials
science and engineering department.





(1999)
 Dr.
Robert Linares of Apollo Diamond Inc. files patent application on
Tunable CVD Diamond Structures.





(2003)
 Gemesis
company founder Carter Clarke speaking at the Rapaport Diamond
Conference says his company plans to produce 7,000 carats a year,
but with 24 operational diamond presses they produce 200 stones per
month in the range of 3 carats in rough each (600 carats/month).
Clarke stressed consumer prices for the synthetic yellows would
fall well below prices for natural intense and vivid yellow
diamonds, while being above simulated stones such as cubic zirconia
and moissanite. For more information visit:
http://www.gemesis.com





(2005)
 Dr.
Robert Linares of Apollo Diamond Inc. is issued patent 6,858,080
for their Tunable CVD Diamond Structures technology. Apollo’s
goals are to initially work with the gem diamond business and to
capitalize their work with the semiconductor and optical
manufacturers for building prototype devices. Production Capability
in 2003 was 20 carats/week. A target of 100-200 carats/week was
projected for 2004 with tens of thousands of carats annually being
projected for following years. For more information visit:
http://www.apollodiamond.com








3





(2005)
 Researchers at the
Carnegie Institution’s Geophysical Laboratory learned to
produce 10-carat, half-inch thick single-crystal diamonds at rapid
growth rates (100 micrometers per hour) using a chemical vapor
deposition (CVD) process. This size is approximately five times
that of commercially available diamonds produced by the standard
high-pressure/high-temperature (HPHT) method and other CVD
techniques. For more information visit:
http://www.carnegieinstitution.org





(2005)
 The
Gemesis Corporation appointed former CanadaMark manager, Clark
McEwen, as vice president of marketing to lead brand development.
McEwen said “After studying the opportunity that cultured
diamonds represented to the diamond industry, I found Gemesis to be
the clear leader and I wanted to associate myself with the company
that would ultimately define and drive this category.” In his
new role, McEwen will work alongside former Lazare Kaplan
International’s vice president of sales, Chuck Meyer, who is
now Gemesis’ vice president of worldwide sales.
”Clark’s experience from mining to rough to retail make
him the perfect fit for Gemesis,” said David Hellier,
president and CEO of Gemesis.





(2006)
 Alvin
A. Snaper of Centaurus Technologies files patent application on a
completely new process to create diamond. The patent is issued in
December 2010.





The Production Processes for Cultured Diamonds





The two
main methods available today to produce synthetic diamonds are High
Pressure High Temperature (“HPHT”) and Chemical Vapor
Deposition (“CVD”). Other methods include explosive
formation (forming detonation nano diamonds) and sonication of
graphite solutions.





HPHT is
the original and most widely used method because of its relatively
low cost. HPHT uses large presses that can weigh up to two hundred
tons to produce a pressure of 5 Gigapascals at 2,200 degrees
Fahrenheit to reproduce the conditions that create natural diamond
inside the Earth. CVD uses chemical vapor deposition to create a
carbon plasma over a substrate onto which the carbon atoms deposit
to form diamond.





HPHT
and CVD still dominate the production of synthetic diamond, and
both CVD and HPHT diamonds can be cut into gems and various colors
can be produced: clear white, yellow, brown, blue, green and
orange. A third method, known as detonation synthesis, entered the
diamond market in the late 1990s. In this process, nanometer-sized
diamond grains are created in a detonation of carbon-containing
explosives. A fourth method, treating graphite with high-power
ultrasound, has been demonstrated in the laboratory, but currently
has no commercial application. Our technology, which is unique as
compared to all other existing processes, utilizes a collapsing
magnetic field and heat. We believe that, once fully developed and
refined, our proprietary technology will be able to crystallize
diamonds at a significantly faster rate than any existing HPHT or
CVD technologies.





Competition





Today,
General Electric and Sumitomo, under De Beers’ influence,
have not pursued technology to produce synthetic diamonds primarily
due to their collaboration on industrial diamonds for abrasives,
tooling and electronics purposes. De Beers’ role in the
natural diamond industry has discouraged closely associated
companies from participating in the “cultured” diamond
market. The natural diamond market has been vigorously protected
and supported with an annual $200 million marketing campaign. The
sales of natural rough diamonds from De Beers alone has surpassed
$5 billion annually and is distributed through only approximately
70 siteholders (those allowed to buy directly from De
Beers).





There
are smaller enterprises that exist today that are also working on
the technology to grow gem-quality diamonds. A few companies appear
to have promise; however, we believe their productions are limited
and their methods of creating the pressures necessary for diamond
are more problematic than ours. Companies using HPHT technologies
have difficulty controlling a stable environment to grow diamond
over their method’s required long growth cycle times, which
last many days in duration. The diamonds are then plagued by
imperfections and inclusions in the final gem.





Other
competitors use CVD which can take an even longer period of time
than HPHT technology. We believe the main advantage of our
proprietary technology is that our methodology crystallizes diamond
in an extremely short period of time when compared to HPHT and CVD
technologies.








4





There
are numerous companies that currently produce synthetic diamonds.
Each of these will represent a certain level of competition for us
in specific market segments. We believe the strongest competition
will come from the following well-established companies: Gemesis,
Apollo Diamond and Chatham Inc. We believe that our key competitive
advantage will be our proprietary production process.





Marketing Plan





The
market structure for industrial diamond products is based on agents
and brokers who focus on niche markets within the overall
industrial diamond marketplace. The current market for
“cultured” diamonds in the U.S. is conservatively
estimated at approximately $1.5 billion (10% of total diamond
wholesale revenues), while current supply is limited due to the
lack of producers and limitations inherent in their production
technologies.





Provided
our research and development program is successful, we intend to
next develop the protocols and systems for ongoing batch production
on a volume basis. In the event we are successful in commercial
production of industrial diamonds, we expect to market the output
through existing broker and agent networks that specialize in
specific applications such as low-end abrasives through to high-end
specialty knives and cutting devices.





Branding





We will
utilize various forms of media and print advertising to promote our
brand. Anticipated forms of print media include brochures,
catalogues and advertisements in industrial-diamond-focused
industry publications. Our management will also attend and
participate in key industrial-diamond-related trade shows
throughout the world to promote our brand and products. We will
design and utilize the internet as a forum to promote our brand and
proprietary production technologies that result in higher quality
products. Our website will be regularly updated to ensure proper
informational flow to the respective industries, laboratories and
end use customers.





Growth and Future Opportunities





We
anticipate that our technology may also be utilized or licensed to
others for production of an array of other applications where
diamond is a preferred material. Most industrial applications of
synthetic diamond have long been associated with diamond’s
hardness, which makes diamond the ideal material for machine tools
and cutting tools. As the hardest known naturally occurring
material, diamond can be used to polish, cut, or wear away any
material, including other diamonds. Common industrial applications
include diamond-tipped drill bits and saws, and the use of diamond
powder as an abrasive. These are by far the largest industrial
applications of synthetic diamond. While natural diamond is also
used for these purposes, synthetic diamond is generally more
popular, mostly because of better reproducibility of its mechanical
properties.





Consequently,
synthetic diamond is widely used in abrasives, in cutting and
polishing tools and in heat sinks. Electronic applications of
synthetic diamond are being developed, including high-power
switches at power stations, high-frequency field-effect transistors
and light-emitting diodes. Synthetic diamond detectors of
ultraviolet (UV) light or high-energy particles are used at
high-energy research facilities and are available
commercially.





Because
of its unique combination of thermal and chemical stability, low
thermal expansion and high optical transparency in a wide spectral
range, synthetic diamond is becoming the most popular material for
optical windows in high-power CO 2 lasers and gyrotrons. Numerous
opportunities are expected to arise due to the increase in activity
in the semiconductor portion of the electronic capital equipment
and general industrial markets. Though not an initial goal and
although no funds have been allotted, we believe some of our
technology developed through the “cultured” gem
endeavor will have an impact on these markets.





5





Diamonds
with specific impurities can be developed to produce semiconductors
or insulators because they can conduct heat up to 14 times greater
than the traditionally used copper. Whereas most materials which
have high thermal conductivity are electrically conductive (such as
metals), pure synthetic diamond has both excellent thermal
conductivity and negligible electrical conductivity. This
combination is invaluable for electronics where diamond is used as
a heat sink for high-power semiconductor lasers, laser arrays and
high-power transistors. Efficient dissipation of heat prolongs the
lifetime of those devices, and their high cost justifies the use of
efficient, though relatively expensive, diamond heat sinks. In
semiconductor technology, synthetic diamond heat spreaders prevent
silicon and other semiconducting materials from
overheating.





Synthetic
diamond also has potential uses as a semiconductor, because it can
be doped with impurities like boron and phosphorus. Because these
elements contain one more or one less valence electron than carbon,
they turn synthetic diamond into p-type or n-type semiconductors.
Synthetic diamond is already used as a radiation detection device.
Because diamond is mechanically and chemically stable, it can be
used as an electrode under conditions that would destroy
traditional materials. As an electrode, synthetic diamond can be
used in waste water treatment of organic effluents and the
production of strong oxidants.





Plan of Operations





To date
we have not generated any revenue. The operations of the Company
have historically been funded by its founder and sole shareholder,
Alvin A. Snaper, as well as Chaslav Radovich and Leroy Delisle
through advances. From time to time, Mr. Snaper, Mr. Radovich, and
Mr. Delisle have advanced funds to Innovative for working capital
purposes.





Our
current cash requirements are moderate and will be used for
development, and we anticipate generating losses. In order to
execute on our business strategy, we will require additional
working capital, commensurate with the operational needs of our
planned marketing, development and production efforts. We believe
that our cash on hand and working capital are not sufficient to
meet our anticipated cash requirements for the next twelve (12)
months, and we have no short term plans to raise additional funds.
We are currently focused on developing a prototype process for our
technology. As we proceed to commercialize our product, we may seek
additional debt or equity financing to assist with manufacturing
and distribution. There is no guarantee we will be successful in
raising capital or obtaining loans in the future, or upon terms
that are favorable or satisfactory to us, and any failure could
have a material adverse effect on our business objectives and
operations.





Since
inception, Innovative has had on-going operations, including
creating a strategic plan, identifying significant employees and
management, drafting and filing a patent, negotiating terms with
manufacturers and designers and developing a marketing
plan.





Our
current and future operations are and will be focused on
researching and developing our technology for the manufacture of
industrial grade cultured diamonds that are chemically, optically
and physically the same as their natural counterparts, the
integration of the intellectual property we have acquired through
the Acquisition, and the continued evaluation of potential
strategic acquisitions and/or partnerships.





Our
second year after Closing will be dedicated to research and
development, with the goal being the creation of a commercially
viable production process derived from our proprietary
technology.





We
intend to lease the equipment and space necessary for us to conduct
the next stage of research and development into our technologies.
We have begun negotiations with the owners of the required
equipment and facilities but do not, at present, have any such
lease agreements in place. We anticipate that the cost of leasing
the equipment and space necessary for our research and development
efforts to cost approximately $130,000 over the next twelve
months.





Provided
our research and development activities are successful, we will
thereafter seek to develop the equipment, protocols and systems for
ongoing batch production of industrial cultured diamonds on a
volume basis. Upon completion of the development phase, we
anticipate we will need to relocate because we believe we will need
approximately 10,000 square feet to house our employees and
production machines.








6





Regulations





The
conduct of our business, and the production, distribution, sale,
advertising, labeling, safety, transportation and use of our
products, are and will be subject to various laws and regulations
administered by federal, state and local governmental agencies in
the United States, as well as to foreign laws and regulations
administered by government entities and agencies in markets where
we may operate and sell our products. It is our policy to abide by
the laws and regulations that apply to our business.





In the
United States, we are or may be required to comply with certain
federal health and safety laws, laws governing equal employment
opportunity, customs and foreign trade laws and regulations, and
various other federal statutes and regulations. We may also be
subject to various state and local statutes and regulations. We
will rely on legal and operational compliance programs, as well as
local counsel, to guide our businesses in complying with applicable
laws and regulations of the jurisdictions in which we do
business.





We do
not anticipate at this time that the cost of compliance with U.S.
and foreign laws will have a material financial impact on our
operations, business or financial condition, but there are no
guarantees that new regulatory and tariff legislation may not have
a material negative effect on our business in the
future.





Further,
we are subject to national and local environmental laws in the
United States. We are committed to meeting all applicable
environmental compliance requirements. Environmental compliance
costs are not expected to have a material impact on our capital
expenditures, earnings or competitive position.





Employees





We
currently have no employees. There are no employment agreements
currently in place. We anticipate that we will need to hire
additional personnel to assist in our research and development
program over the course of the next twelve months.





Executive Offices





We
lease space for our corporate office at 1000 W. Bonanza, Las Vegas,
Nevada 89106 from our Chairman, Alvin Snaper, on a minimal cost per
month. We do not have a written lease with Mr. Snaper. Our phone
number is (702) 382-3385 and our facsimile number is (702)
382-3240.





LEGAL PROCEEDINGS





There
are no pending legal proceedings to which the Company is a party or
in which any director, officer or affiliate of the Company, any
owner of record or beneficially of more than 5% of any class of
voting securities of the Company, or stockholder is a party adverse
to the Company or has a material interest adverse to the
Company.





ITEM 1A. RISK FACTORS





As a
“smaller reporting company,” as defined in Rule 12b-2
of the Exchange Act, we are not required to provide the information
called for by this Item.





ITEM 1B. UNRESOLVED STAFF COMMENTS





None.





ITEM 2. PROPERTIES





Our
current business address is 1000 W. Bonanza, Las Vegas, Nevada
89106. We lease space for our corporate office at 1000 W. Bonanza,
Las Vegas, Nevada 89106 from our Chairman, Alvin Snaper, on a
month-to-month basis at a minimal cost per month. We do not have a
written lease with Mr. Snaper. Our phone number is (702) 382-3385
and our facsimile number is (702) 382-3240.





ITEM 3. LEGAL PROCEEDINGS





We are
not currently involved in any legal proceedings and we are not
aware of any pending or potential legal actions.





ITEM 4. MINE SAFETY DISCLOSURES.





Not
applicable.





7





PART II





ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS MARKET INFORMATION





Since
July 17, 2012, our shares of common stock have been quoted on the
OTC Bulletin Board and the OTCQB tier of OTC Markets. The following
table shows the reported high and low closing bid prices per share
for our common stock based on information provided by the OTCQB.
The over-the-counter market quotations set forth for our common
stock reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not necessarily represent actual
transactions.





BID PRICE PER
SHAREHIGH
LOWThree Months Ended
March 31, 2015
$0.02
$0.01Three Months Ended
December 31, 2014
$0.02
$0.01Three Months Ended
September 30, 2014
$0.03
$0.02Three Month Ended
June 30, 2014
$0.04
$0.01





TRANSFER AGENT





Our
transfer agent is Issuers Direct, whose address is 500 Perimeter
Park Drive, Suite D, Morrisville NC 27560 and whose telephone
number is (919) 744-2722.





HOLDERS





As of
March 31, 2019, the Company had 214,327,623 shares of our common stock
issued and outstanding held by approximately 48 holders of
record.-





DIVIDENDS





Historically,
we have not paid any dividends to the holders of our common stock
and we do not expect to pay any such dividends in the foreseeable
future as we expect to retain our future earnings for use in the
operation and expansion of our business.





RECENT SALES OF UNREGISTERED SECURITIES





None.





SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
PLANS





We have
not established any compensation plans under which equity
securities are authorized for issuance.





PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED
PURCHASERS





We did
not purchase any of our shares of common stock or other securities
during the year ended March 31, 2019.





ITEM 6. SELECTED FINANCIAL DATA





As a
“smaller reporting company,” as defined in Rule 12b-2
of the Exchange Act, we are not required to provide the information
called for by this Item.





8





ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS





OVERVIEW





Centaurus
Diamond Technologies, Inc. was incorporated in the State of Nevada
on July 24, 2007 and has a fiscal year end of March
31.





Going Concern





To date
the Company has little operations and no revenues, and consequently
has incurred recurring losses from operations. No revenues are
anticipated until we complete the implement our initial business
plan, as described in this Form 10-K. The ability of the Company to
continue as a going concern is dependent on raising capital to fund
our business plan and ultimately to attain profitable operations.
Accordingly, these factors raise substantial doubt as to the
Company’s ability to continue as a going
concern.





Our
activities have been financed primarily from the advances of major
shareholder.





The
Company plans to raise additional funds through debt or equity
offerings. There is no guarantee that the Company will be able to
raise any capital through this or any other offerings.





PLAN OF OPERATION





To date
we have not generated any revenue. The operations of Innovative
have historically been funded by its founder and sole shareholder,
Alvin A. Snaper, through advances from Mr. Snaper. From time to
time, Mr. Snaper has advanced funds to Innovative for working
capital purposes.





Our
current cash requirements are moderate and will be used for
development, and we anticipate generating losses. In order to
execute on our business strategy, we will require additional
working capital, commensurate with the operational needs of our
planned marketing, development and production efforts. We believe
that our cash on hand and working capital are not sufficient to
meet our anticipated cash requirements for the next twelve (12)
months and we have no short-term plans to raise additional funds.
We are currently focused on developing a prototype process for our
technology. As we proceed to commercialize our product, we may seek
additional debt or equity financing to assist with manufacturing
and distribution. There is no guarantee we will be successful in
raising capital or obtaining loans in the future, or upon terms
that are favorable or satisfactory to us, and any failure could
have a material adverse effect on our business objectives and
operations.





Since
inception, Innovative has had on-going operations, including
creating a strategic plan, identifying significant employees and
management, drafting and filing a patent, negotiating terms with
manufacturers and designers and developing a marketing
plan.





Our
current and future operations are and will be focused on
researching and developing our technology for the manufacture of
industrial grade cultured diamonds that are chemically, optically
and physically the same as their natural counterparts, the
integration of the intellectual property we have acquired through
the Acquisition, and the continued evaluation of potential
strategic acquisitions and/or partnerships.





Our
second year after Closing will be dedicated to research and
development, with the goal being the creation of a commercially
viable production process derived from our proprietary
technology.





We
intend to lease the equipment and space necessary for us to conduct
the next stage of research and development into our technologies.
We have begun negotiations with the owners of the required
equipment and facilities but do not, at present, have any such
lease agreements in place. We anticipate that the cost of leasing
the equipment and space necessary for our research and development
efforts to cost approximately $130,000 over the next twelve
months.





9





Provided
our research and development activities are successful, we will
thereafter seek to develop the equipment, protocols and systems for
ongoing batch production of industrial cultured diamonds on a
volume basis. Upon completion of the development phase, we
anticipate we will need to relocate because we believe we will need
approximately 10,000 square feet to house our employees and
production machines.





RESULTS OF OPERATIONS





We have
generated no revenues since inception and have incurred $3,576,403
in expenses from inception through March 31, 2019.





For the
year ended March 31, 2019, we incurred $337,084 in operating
expenses, comprised of $30,000 of rent paid to our President and
$307,084 in general and administrative expenses.





Our net
loss since inception (July 27, 2001) through March 31, 2019 was
$3,576,403. The following table provides selected financial data
about our company for the years ended March 31, 2019 and
2018.





Balance Sheet
Data
March 31,
2019
March 31,
2018Cash
$-
$16,927Total
Assets
$100,425
$91,269Total
Liabilities
$560,710
$313,510Shareholders’
Deficit
$(460,285)
$(222,241)





GOING CONCERN





Although
we have recognized some nominal amount of revenues since inception,
we are still devoting substantially all of our efforts on
establishing the business and, therefore, still qualifies as a
development stage company. Our independent public accounting firm
included an explanatory paragraph in their report on the
accompanying financial statements regarding concerns about our
ability to continue as a going concern. Our financial statements
contain additional note disclosures describing the circumstances
that lead to this disclosure by our independent public accounting
firm. Our financial statements do not include any adjustments
related to the recoverability or classification of asset-carrying
amounts or the amounts and classifications of liabilities that may
result should the Company be unable to continue as a going
concern.





LIQUIDITY AND CAPITAL RESOURCES





At
March 31, 2019, we had a cash balance of $0. Our expenditures over
the next 12 months are expected to be approximately
$250,000.





We must
raise approximately $250,000, to complete our plan of operation for
the next 12 months. Additionally, we anticipate spending an
additional $25,000 on general and administration expenses and
complying with reporting obligations, and general administrative
costs. Additional funding will likely come from equity financing
from the sale of our common stock, if we are able to sell such
stock. If we are successful in completing an equity financing,
existing stockholders will experience dilution of their interest in
our Company. We do not have any financing arranged and we cannot
provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock to fund our
plan of operation. In the absence of such financing, our business
will fail.





There
are no assurances that we will be able to achieve further sales of
our common stock or any other form of additional financing. If we
are unable to achieve the financing necessary to continue our plan
of operations, then we will not be able to continue our business
and our business will fail.





OFF BALANCE SHEET ARRANGEMENTS





We have
no off-balance sheet arrangements including arrangements that would
affect our liquidity, capital resources, market risk support and
credit risk support or other benefits.








10





CRITICAL ACCOUNTING POLICIES AND ESTIMATES





Use of Estimates and Assumptions





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 reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period.





The
Company’s significant estimates include the fair value of
financial instruments; the carrying value and recoverability of
long-lived assets, including the values assigned to and the
estimated useful lives of property and equipment and patent;
expected term of share options and similar instruments, expected
volatility of the entity’s common shares and the method used
to estimate it, expected annual rate of quarterly dividends, and
risk free rate(s); income tax rate, income tax provision and
valuation allowance of deferred tax assets; and the assumption that
the Company will continue as a going concern. Those significant
accounting estimates or assumptions bear the risk of change due to
the fact that there are uncertainties attached to those estimates
or assumptions, and certain estimates or assumptions are difficult
to measure or value.





Management
bases its estimates on historical experience and on various
assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources.





Management
regularly reviews its estimates utilizing currently available
information, changes in facts and circumstances, historical
experience and reasonable assumptions. After such reviews, if
deemed appropriate, those estimates are adjusted
accordingly.





Actual
results could differ from those estimates.





Related Parties





The
Company follows subtopic 850-10 of the FASB Accounting Standards
Codification for the identification of related parties and
disclosure of related party transactions.





Pursuant
to section 850-10-20 the related parties include a) affiliates of
the Company; b) entities for which investments in their equity
securities would be required, absent the election of the fair value
option under the Fair Value Option Subsection of section
825–10–15, to be accounted for by the equity method by
the investing entity; c) trusts for the benefit of employees, such
as pension and profit-sharing trusts that are managed by or under
the trusteeship of management; d) principal owners of the Company;
e) management of the Company; f) other parties with which the
Company may deal if one party controls or can significantly
influence the management or operating policies of the other to an
extent that one of the transacting parties might be prevented from
fully pursuing its own separate interests; and g) other parties
that can significantly influence the management or operating
policies of the transacting parties or that have an ownership
interest in one of the transacting parties and can significantly
influence the other to an extent that one or more of the
transacting parties might be prevented from fully pursuing its own
separate interests.





The
financial statements shall include disclosures of material related
party transactions, other than compensation arrangements, expense
allowances, and other similar items in the ordinary course of
business. However, disclosure of transactions that are eliminated
in the preparation of consolidated or combined financial statements
is not required in those statements. The disclosures shall include:
a) the nature of the relationship(s) involved; b. a description of
the transactions, including transactions to which no amounts or
nominal amounts were ascribed, for each of the periods for which
income statements are presented, and such other information deemed
necessary to an understanding of the effects of the transactions on
the financial statements; c) the dollar amounts of transactions for
each of the periods for which income statements are presented and
the effects of any change in the method of establishing the terms
from that used in the preceding period; and d. amounts due from or
to related parties as of the date of each balance sheet presented
and, if not otherwise apparent, the terms and manner of
settlement.








11





ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
“smaller reporting company,” as defined in Rule 12b-2
of the Exchange Act, we are not required to provide the information
called for by this Item.





ITEM 8. FINANCIAL STATEMENTS





Centaurus
Diamond Technologies, Inc.





March
31, 2019 and 2018





Index
to the Financial Statements





Contents
Page(s)Report
of Independent Registered Public Accounting Firms
F-1Balance
Sheets at March 31, 2019 and 2018
F-3Statements
of Operations for the Fiscal Years Ended March 31, 2019 and
2018
F-4Statement
of Stockholders' Equity (Deficit) for the Fiscal Years Ended March
31, 2019 and 2018
F-5Statements
of Cash Flows for the Fiscal Years Ended March 31, 2019 and
2018
F-6Notes
to the Financial Statements
F-7





12
  AJ
Robbins CPA, LLC
Certified
Public Accountant





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM








To the
Board of Directors and


Stockholders
of Centaurus Diamond Technologies, Inc.





Opinion on the Financial Statements





We have
audited the accompanying balance sheets of Centaurus Diamond
Technologies, Inc. (the Company) as of March 31, 2019 and 2018 and
the related statements of operations, stockholders’ deficit,
and cash flows for each of the years then ended, and the related
notes (collectively referred to as the financial statements). In
our opinion, the financial statements present fairly, in all
material respects, the financial position of the Company as of
March 31, 2019 and 2018 and the results of its operations and its
cash flows for each of the years then ended, in conformity with
accounting principles generally accepted in the United States of
America.





Going Concern Uncertainty





The
accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in note
3 to the financial statements, the Company has had a net loss of
$283,559 and an accumulated deficit of $3,518,918 that raises
substantial doubt about its ability to continue as a going concern.
Management’s plans in regard to these matters are also
described in note 3. The financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.





Basis for Opinion





These
financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audit. We are a
public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the
PCAOB.





We
conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.
As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting.
Accordingly, we express no such opinion.





Our
audit included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis
for our opinion.








aj@ajrobbins.com
 400
South Colorado Blvd, Suite 870, Denver, Colorado 80246
 (B)303-537-5898
(M)720-339-5566 (F)303-845-9078
 
 F-1
  AJ
Robbins CPA, LLC
Certified
Public Accountant





Emphasis of Matters-Significant Related Party
Transactions





The
Company has had significant transactions, relationships and stock
issuances with related parties, including entities controlled by
the Company’s Chairman, which are described in Note 5 to the
financial statements. Transactions involving related parties cannot
be presumed to be carried out on an arm's length basis, as the
requisite conditions of competitive, free market dealings may not
exist.





We have
served as the Company’s auditor since 2016.

















Denver,
Colorado


August
15, 2019








aj@ajrobbins.com
 400
South Colorado Blvd, Suite 870, Denver, Colorado 80246
 (B)303-537-5898
(M)720-339-5566 (F)303-845-9078
 
 F-2





Centaurus Diamond Technologies, Inc.


Balance Sheets





As
of
As
ofMarch 31, 2019
March 31, 2018ASSETSCURRENT
ASSETS:Cash
$-
$16,927Total
Current Assets
-
16,927PROPERTY
AND EQUIPMENT, NET:Property
and equipment
89,083
63,000Accumulated
depreciation
(8,000)
(8,000)Total
Property and Equipment, net
81,083
55,000OTHER
ASSETSAutogenous
Impact Mill Technology
1
1Patent
1
1Deposits
19,340
19,340Total
Other Assets
19,342
19,342Total
Assets
$100,425
$91,269LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT
LIABILITIES:Accounts
payable and accrued expenses
$31,980
$27,190Note
payable - Bauta
12,000
12,000Default
judgement liability
115,128
114,408Advances
from stockholders
368,602
117,912Current
portion of capital lease
12,000
12,000Total
Current Liabilities
539,710
283,510LONG-TERM
DEBT, NET:Capital
leases payable
21,000
30,000Total
Long Term Liabilities
21,000
30,000Total
Liabilities
560,710
313,510COMMITMENTS
AND CONTINGENCIESSTOCKHOLDERS'
DEFICIT:Common
stock par value $0.001: 450,000,000 shares authorized;214,477,623
and 211,417,623 shares issued and outstandingat
March 31, 2019 and 2018, respectively
214,327
211,267Additional
paid-in capital
2,901,791
2,751,851Stock
subscriptions accrual
-
50,000Accumulated
deficit
(3,576,403)
(3,235,359)Total
Stockholders' Deficit
(460,285)
(222,241)Total
Liabilities and Stockholders' Deficit
$100,425
$91,269See accompanying notes to the financial statements.





F-3





Centaurus Diamond Technologies, Inc.


Statements of Operations





For the
Year
For the
YearEnded
EndedMarch 31,
2019
March 31,
2018Revenue
$-
$-Operating
ExpensesRent
- related party
30,000
43,913General
and administrative expenses
307,084
193,173Total
operating expenses
337,084
237,086Loss
from Operations
(337,084)
(237,086)Other
Income (Expense)Loss
on default judgement
(720)
(720)Interest
expense
(3,240)
(2,160)Other
income (expense), net
(3,960)
(2,880)Loss
before Income Tax
(341,044)
(239,966)Income
Tax
-
-Net
Loss
$(341,044)
$(239,966)Net
Loss per Common Share - Basic and Diluted
$(0.00)
$(0.00)Weighted
average common shares outstanding:-
basic and diluted
211,820,938
220,678,582See
accompanying notes to the financial statements.





F-4





Centaurus Diamond Technologies, Inc.


Statement of Stockholders’ Equity (deficit)


For the Fiscal Years Ended March 31, 2019 and 2018





Common
Stock, $0.001 Par Value
Additional
Stock

TotalNumber
of

Paid-in
Subscriptions
Accumulated
Stockholders'Shares
Amount
Capital
Receivable
Deficit
DeficitBalance,
March 31, 2017
226,267,623
$226,267
$2,191,544
$-
$(3,070,393)
$(652,582)Conversion of
SH advances to APIC
-
-
620,307
-
-
620,307Cash received
for stock subscriptions
-
-
-
50,000
-
50,000Shares
returned to treasury
(15,000,000)
(15,000)
(60,000)
-
75,000
-Net
loss
-
-
-
-
(239,966)
(239,966)Balance,
March 31, 2018
211,267,623
$211,267
$2,751,851
$50,000
$(3,235,359)
$(222,241)Cash received
for stock subscriptions
-
-
-
20,000
-
20,000Issuance of
stock for services
1,050,000
1,050
51,450
-
-
52,500Issuance of
stock to pay AP balance
610,000
610
29,890
-
-
30,500Issuance of
stock to fulfil stock subscriptions
1,400,000
1,400
68,600
(70,000)
-
-Net
loss
-
-
-
-
(341,044)
(341,044)Balance,
March 31, 2019
214,327,623
$214,327
$2,901,791
$-
$(3,576,403)
$(460,285)








F-5





Centaurus Diamond Technologies, Inc.


Statements of Cash Flows





For the
Year
For the
YearEnded
EndedMarch 31,
2019
March 31,
2018CASH
FLOWS FROM OPERATING ACTIVITIES:Net
loss
$(341,044)
$(239,966)Adjustments
to reconcile net loss to net cash used in operating
activitiesDepreciation
expense
-
400Stock
for services
52,500
-Changes
in operating assets and liabilities:Accounts
payable and accrued expenses
36,010
(53,037)Net
cash used in operating activities
(247,549)
(292,603)CASH
FLOWS FROM INVESTING ACTIVITIES:Acquisition
of fixed assets
(26,083)
(5,000)Net
cash used in investing activities
(26,083)
(5,000)CASH
FLOWS FROM FINANCING ACTIVITIES:Cash
received from stock subscriptions
20,000
50,000Advance
received from (repaid to) stockholders
250,690
257,379Principal
repayments of capital lease
(9,000)
(8,000)Net
cash provided by financing activities
261,690
299,379Net
change in cash
(16,927)
1,776Cash
at beginning of the reporting period
16,927
15,151Cash
at end of the reporting period
$- #
$16,927SUPPLEMENTAL
DISCLOSURE OF CASH FLOWS INFORMATION:Interest
paid
$-
$-Income
tax paid
$-
$-NON CASH
FINANCING AND INVESTING ACTIVITIES:Acquisition
of equipment via capital lease
$-
$50,000Conversion of
SH advances to APIC
$-
$620,307Issuance of
shares to pay AP balance
$30,500
$50,000Issuance of
stock to fulfil stock subscriptions
$70,000
$-See
accompanying notes to the financial statements.





F-6





Centaurus Diamond Technologies, Inc.


March
31, 2019 and 2018


Notes to the Financial Statements





Note 1 – Organization and Operations





Centaurus Diamond Technologies, Inc.





Centaurus Diamond Technologies, Inc., Inc. ("the Company") was
incorporated under the laws of the State of Nevada on July 24,
2007.





The
Company has not commenced principal operations and there are
various risks and uncertainties to its existence, ability to
produce revenue, etc.





Innovative Sales





Innovative Sales (“Innovative”) was incorporated on
July 27, 2001 under the laws of the State of Nevada. The Company
engages in the business of research and development of industrial
grade cultured diamonds that are chemically, optically and
physically the same as their natural counterparts.





Acquisition of Innovative Sales Treated as a Reverse
Acquisition





On June 5, 2012 (the "Closing Date"), the Company closed an asset
acquisition pursuant to the terms of the Asset Acquisition
Agreement (the "Acquisition Agreement") by and between the Company
and Innovative, whereby the Company acquired all of the assets of
Innovative consisting of a cultured diamond technology patent and
related intellectual property (the "Assets") in exchange for: (a)
43,850,000 shares (the "Consideration Shares") of Centaurus's
restricted common stock (the "Acquisition") (these shares were
issued on June 7, 2012), (b) Centaurus's assumption of certain debt
of Innovative in an amount not to exceed $100,000, (c) the
satisfaction of all of Centaurus's debts and liabilities as of the
Closing Date, and (d) Centaurus's simultaneous close on a private
placement (the "Private Placement") of Centaurus's common stock and
warrants to purchase shares of Centaurus's common stock for gross
proceeds of at least $500,000, plus the amount necessary to pay any
of Centaurus's remaining pre-closing debts, including, but not
limited to, all legal and accounting costs associated with the
preparation and filing of Centaurus's Annual Report on Form 10-K
for the fiscal year ended March 31, 2012. The shares issued
represented approximately 60.1% of the issued and outstanding
common stock immediately after the consummation of the Acquisition
Agreement.





As a result of the controlling financial interest of the former
stockholder of Innovative, for financial statement reporting
purposes, the merger between the Company and Innovative has been
treated as a reverse acquisition with Innovative deemed the
accounting acquirer and the Company deemed the accounting acquiree
under the acquisition method of accounting in accordance with
section 805-10-55 of the FASB Accounting Standards Codification.
The reverse acquisition is deemed a capital transaction and the net
assets of Innovative (the accounting acquirer) are carried forward
to the Company (the legal acquirer and the reporting entity) at
their carrying value before the acquisition. The acquisition
process utilizes the capital structure of the Company and the
assets and liabilities of Innovative which are recorded at their
historical cost. The equity of the Company is the historical equity
of Innovative retroactively restated to reflect the number of
shares issued by the Company in the transaction.








F-7








Note 2 – Summary of Significant Accounting
Policies





Critical Accounting Policies and Use of Estimates





In the opinion of Management, all adjustments necessary for a fair
statement of results for the fiscal years presented have been
included. These financial statements have been prepared in
accordance with generally accepted accounting principles (GAAP)
generally accepted in the United States of America.





GAAP requires the Company to make estimates and judgments that
affect the reported amounts of assets. On an on-going basis, the
Company evaluates its estimates and judgments, including those
related to revenue recognition, inventories, adequacy of allowances
for doubtful accounts, valuation of long-lived assets, income
taxes, equity-based compensation, litigation and warranties. The
Company bases its estimates on historical and anticipated results
and trends and on various other assumptions that the Company
believes are reasonable under the circumstances, including
assumptions as to future events.





The policies discussed below are considered by management to be
critical to an understanding of the Company’s financial
statements. These estimates form the basis for making judgments
about the carrying values of assets and liabilities that are not
readily apparent from other sources. By their nature, estimates are
subject to an inherent degree of uncertainty. Actual results may
differ from those estimates.





Cash and Cash Equivalents





There are only cash accounts included in our cash equivalents in
these statements. For purposes of the statement of cash flows, the
Company considers all short-term securities with a maturity of
three months or less to be cash equivalents. There are no
short-term cash equivalents reported in these financial
statements.





Property and Equipment





Property and equipment are to be stated at cost less accumulated
depreciation. Depreciation is recorded on a straight-line
basis over the estimated useful lives of the assets, which range
from three to ten years and are typically consistent with tax-basis
useful lives. Maintenance and repairs
are charged to operations as incurred.





Revenue Recognition





The Company has generated no revenue as of the date of this
filing.





The Company will recognize product revenue, net of sales discounts,
returns and allowances, in accordance Securities and Exchange
Commission Staff Accounting Bulletin No. 104, “Revenue
Recognition” (“SAB No. 104”) and ASC 605. These
statements establish that revenue can be recognized when persuasive
evidence of an arrangement exists, delivery has occurred and all
significant contractual obligations have been satisfied, the fee is
fixed or determinable, and collection is considered
probable.





Inventory





The Company records inventory at the lower of cost or fair market
value.





Income Taxes





The company has net operating loss carryforwards as of March 31,
2019 totaling $3,571,418. A deferred tax benefit of approximately
$749,998 has been offset by a valuation allowance of the same
amount as its realization is not assured.





Due to the current uncertainty of realizing the benefits of the tax
NOL carry-forward, a valuation allowance equal to the tax benefits
for the deferred taxes has not been established. The full
realization of the tax benefit associated with the carry-forward
depends predominately upon the Company’s ability to generate
taxable income during future periods, which is not
assured.





Long-Lived Assets





Long-lived assets to be held and used are tested for recoverability
whenever events or changes in circumstances indicate that the
related carrying amount may not be recoverable. When required,
impairment losses on assets to be held and used are recognized
based on the fair value of the asset. Certain long-lived assets to
be disposed of by sale are reported at the lower of carrying amount
or fair value less cost to sell.





F-8








Fair Values of Financial Instruments





ASC 825 requires the Corporation to disclose estimated fair value
for its financial instruments. Fair value estimates, methods, and
assumptions are set forth as follows for the Corporation’s
financial instruments. The carrying amounts of cash, receivables,
other current assets, payables, accrued expenses and notes payable
are reported at cost but approximate fair value because of the
short maturity of those instruments.





Stock-Based Compensation





The Company accounts for employee and non-employee stock awards
under ASC 718, whereby equity instruments issued to employees for
services are recorded based on the fair value of the instrument
issued and those issued to non-employees are recorded based on the
fair value of the consideration received or the fair value of the
equity instrument, whichever is more reliably
measurable.





Effects of Recently Issued Accounting Pronouncements





The Company has reviewed all recently issued accounting
pronouncements noting that they do not affect the financial
statements.





Per Share Computations





Basic net earnings per share are computed using the
weighted-average number of common shares outstanding. Diluted
earnings per share is computed by dividing net income by the
weighted-average number of common shares and the dilutive potential
common shares outstanding during the period. All shares were
considered anti-dilutive at March 31, 2019 and 2018.





Reclassification





Certain reclassifications have been made to conform to prior
periods’ data to the current presentation. These
reclassifications had no effect on reported income.





Fiscal Year End





The
Company elected March 31st as its fiscal year ending
date.





Subsequent Events





The Company follows the guidance in Section 855-10-50 of the FASB
Accounting Standards Codification for the disclosure of subsequent
events. The Company will evaluate subsequent events through the
date when the financial statements were issued. Pursuant to ASU
2010-09 of the FASB Accounting Standards Codification, the Company
as an SEC filer considers its financial statements issued when they
are widely distributed to users, such as through filing them on
EDGAR.





Derivative Financial Instruments





The
Company evaluates all of its agreements to determine if such
instruments have derivatives or contain features that qualify as
embedded derivatives. For derivative financial instruments that are
accounted for as liabilities, the derivative instrument is
initially recorded at its fair value and is then re-valued at each
reporting date, with changes in the fair value reported in the
statements of operations. For stock-based derivative financial
instruments, the Company uses a weighted average
Black-Scholes-Merton option pricing model to value the derivative
instruments at inception and on subsequent valuation dates. The
classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is
evaluated at the end of each reporting period. Derivative
instrument liabilities are classified in the balance sheet as
current or non-current based on whether or not net-cash settlement
of the derivative instrument could be required within 12 months of
the balance sheet date. As of March 31, 2019, the Company’s
only derivative financial instrument was an embedded conversion
feature associated with convertible promissory note due to certain
provisions that allow for a change in the conversion price based on
a percentage of the Company’s stock price at the date of
conversion.








F-9








Note 3 – Going Concern





The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern, which
contemplates the recoverability of assets and the satisfaction of
liabilities in the normal course of business. Since its inception,
the Company has been engaged substantially in financing activities
and developing its business plan and marketing. For the year ended
March 31, 2019, the Company incurred a net loss of $(341,044) and
the net cash flow used in operations was $(252,534) and its
accumulated net losses from inception through the period ended
March 31, 2019 is $(3,576,403), which raises substantial doubt
about the Company’s ability to continue as a going concern.
In addition, the Company’s development activities since
inception have been financially sustained through capital
contributions from shareholders.





The ability of the Company to continue as a going concern is
dependent upon its ability to raise additional capital from the
sale of common stock or through debt financing and, ultimately, the
achievement of significant operating revenues. These financial
statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or
amounts and classification of liabilities that might result from
this uncertainty.





Our
activities have been financed primarily from the advances of major
shareholder.





The
Company plans to raise additional funds through debt or equity
offerings. There is no guarantee that the Company will be able to
raise any capital through this or any other offerings.





Note 4 – Property and Equipment





The Company has acquired all of its office and field work equipment
with cash payments. The total fixed assets consist of various
equipment items and the totals are as follows:





Asset
March 31, 2019
March 31, 2018Equipment
$89,083
$63,000Accumulated
depreciation
(8,000)
(8,000)Net
Fixed Assets
$81,083
$55,000





Depreciation expenses for the years ended March 31, 2019 and 2018
was $0 and $400, respectively.





Note 5 – Advances from Stockholders and Related Party
Transactions





Related Parties





Related parties with whom the Company had transactions
are:





Related
Parties

RelationshipAlvin
Snaper

Chairman
and majority stockholder of the CompanyChas
Radovich

CEO and
Stockholder of the CompanyLeroy
Delisle

Stockholder
of the Company








F-10








Advances from and Stockholders





From time to time, stockholders of the Company advance funds to the
Company for working capital purposes. Those advances are unsecured,
non-interest bearing and due on demand. Below are the details of
the advances by party:





Chas Radovich
Leroy Delisle
Alvin Snaper
TotalBalance
at March 31, 2017
285,085
195,755
-
480,840Advances
for the six monthsended
September 30, 2017
66,685
61,782
11,000
139,467Advances
converted to APIC
-351,769
-257,537
-11,000
-620,307Balance
at September 30, 2017
-
-
-
-Advances
from October 1, 2017to
March 31, 2018
3,312
105,600
9,000
117,912Balance
at March 31, 2018
3,312
105,600
9,000
117,912Advances
from April 1, 2018To
March 31, 2019
154,000
94,990
1,700
250,690Balance at March 31,
2019
$157,312
$200,590
$10,700
$368,602





Operating Lease from Chairman





On June 5, 2012 the Company entered into a lease agreement, for
office space for its corporate office at 1000 W. Bonanza, Las
Vegas, Nevada 89106, with its Chairman, Alvin Snaper, at $2,500
plus utilities per month on a month-to-month basis, effective June
15, 2012. During the years ended March 31, 2019 and 2018, the
Company has paid or accrued $30,000 and $43,913, respectively, of
rent.





Note 6 – Stockholders' Equity





Shares Authorized





Upon formation the total number of shares of all classes of capital
stock which the Company is authorized to issue is four hundred
fifty million (450,000,000) shares with a par value of $0.001, all
of which are designated as Common Stock.





Common Stock





Immediately
prior to the consummation of the Acquisition Agreement on June 5,
2012, the Company had 113,525,000 common shares issued and
outstanding.





Upon
consummation of the Acquisition Agreement on June 5, 2012, the then
majority stockholders of the Company surrendered 85,575,000 shares
of the Company's common stock which was cancelled upon receipt and
the Company issued 43,850,000 shares of its common stock pursuant
to the terms and conditions of the Acquisition
Agreement.





On
February 3, 2016, the Company issued 7,103,333 shares at various
values to fulfil $212,000 of stock subscriptions.





On
February 3, 2016, the Company issued 6,150,000 shares of common
stock to acquire the Autogenous Impact Mill technology from one of
its stockholders at a value of $6,150. The stockholder owned the
asset for over 20 years and the asset was fully depreciated. Assets
acquired from related parties are recorded and the seller’s
depreciated value; therefore, the Company recorded the asset at $1.
The remaining $6,149 was recorded as research and development
expenses.





On February 3, 2016, the Company issued 120,000 shares of common
stock at $0.03 per share as a payment against an accounts payable
balance.





On February 3, 2016, the Company issued 111,000 shares of common
stock at $0.0495 per share as a payment against an accounts payable
balance.





Between
September 3, 2015 and November 5, 2015, the Company issued
1,161,290 shares at an average value of $0.011 as a $13,000 payment
towards a note payable.





On June 8, 2015, the Company issued 30,000,000 shares of common
stock at $0.005 per share to pay down $150,000 of the advances from
shareholders.








F-11








On June
8, 2015, the Company issued 30,000,000 shares of common stock at
$0.005 per share for a total of $150,000 in exchange for
services.





On June
8, 2015, the Company issued 1,000,000 shares of common stock at
$0.005 per share for a total of $5,000 in exchange for website
design services.





On
February 3, 2016, the Company issued 70,675,000 shares of common
stock at $0.013 per share in exchange for $918,775 of
services.





On May
18, 2016, the Company issued 5,747,000 shares of common stock at
various values to fulfil $354,700 of stock
subscriptions.





In
November 2017, 15,000,000 shares of common stock were returned to
Treasury at $0.005 per share. The shares were originally issued in
exchange for $75,000 of services; therefore, in addition to
reducing the common stock and APIC balances by a total of $75,000,
accumulated deficit was reduced by $75,000.





On
January 24, 2019, the Company issued 1,050,000 shares of common
stock at $0.05 per share in exchange for $52,500 of
services.





On January 24, 2019, the Company issued 610,000 shares of common
stock at $0.05 per share as a payment against an accounts payable
balance of $30,500.





On
January 24, 2019, the Company issued 1,400,000 shares of common
stock at $0.05 per share to fulfil $70,000 of stock
subscriptions.





There are 214,327,623 and 211,267,623 shares of common stock issued
as of March 31, 2019 and 2018, respectively.





Stock Subscriptions





The
Company received $20,000 and $50,000 of stock subscriptions during
the years ended March 31, 2019 and 2018, respectively as
follows:





On November 1, 2017, the Company entered into a stock purchase
agreement with an outside investor; whereby 1,000,000 shares were
to be issued for $0.05 per share for a total of $50,000. The
$50,000 was received from the outside investor on November 16, 2017
and the shares are yet to be issued; therefore, the Company has
recorded a stock subscription liability of $50,000 on the balance
sheet.





On June 4, 2018, the Company entered into a stock purchase
agreement with an outside investor; whereby 400,000 shares were to
be issued for $0.05 per share for a total of $20,000. The $20,000
was received from the outside investor on June 4, 2018 and the
shares are yet to be issued; therefore, the Company has recorded a
stock subscription of $20,000 on the balance sheet.





On May
18, 2016, the Company issued 5,747,000 shares at various values to
fulfil $354,700 of the stock subscriptions. And on January 24,
2019, the Company issued 1,400,000 shares at $0.05 per share to
fulfill $70,000 of the stock subscriptions. The total stock
subscription balance is $0 and $50,000 as of March 31, 2019 and
2018, respectively. This is an accrual account used to capture
stock-cash timing differences while presenting information
consistent with transfer agent records.





Note 7: Convertible Promissory Notes





During
the year ended March 31, 2016, the Company issued a revolving
convertible promissory note to an investor for borrowing up to
$250,000. The Company borrowed $25,000 under this revolving
convertible promissory note during the year ended March 31, 2016 as
follows: $2,500 paid directly towards legal and document fees,
$5,500 paid directly towards interest expense and $17,000 deposited
into the Company’s bank account. The convertible promissory
note (i) are unsecured, (ii) bear interest at the rate of 5% per
annum (of which six months is guaranteed with each funding), and
(iii) are due the 45 days after the funding of the initial funding
and six months after all subsequent funding. The convertible
promissory note is convertible at any time at the option of the
investor into shares of the Company’s common stock that is
determined by dividing the amount to be converted by the lowest
trading price of the Company’s common stock during the five
days prior to conversion. If the convertible is in default, the
convertible promissory note is into shares of the Company’s
common stock that is determined by dividing the amount to be
converted by 60% the lowest trading price of the Company’s
common stock during the five days prior to conversion.








F-12








Due to
the potential adjustment in the conversion price associated with
this convertible promissory note based on the Company’s stock
price, the Company has determined that the conversion feature is
considered a derivative liability. The embedded conversion feature
was initially calculated to be $22,739 which are recorded as a
derivative liability as of the date of issuance. The derivative
liability was recorded as a debt discount to the convertible
promissory note. The debt discount is being amortized over the term
of the convertible promissory note. The Company recognized interest
expense of $22,739 during the year ended March 31, 2016 related to
the amortization of the debt discount. Also during the year ended
March 31, 2016, this revolving convertible promissory note was
cancelled and any remaining balances of the convertible note and
derivative liability were combined into a note payable. The balance
of this note payable is $12,000 as of March 31, 2019 and
2018.





Note 8 – Income Tax Provision





Deferred tax assets





At March 31, 2019, the Company had net operating loss
(“NOL”) carry–forwards for Federal income tax
purposes of $3,576,403 that may be offset against future taxable
income through 2039. The carry-forwards begin to expire in the year
2027. No tax benefit has been reported with respect to these net
operating loss carry-forwards in the accompanying financial
statements because the Company believes that the realization of the
Company’s net deferred tax assets of approximately $749,998
was not considered more likely than not and accordingly, the
potential tax benefits of the net loss carry-forwards are fully
offset by a full valuation allowance.





Deferred tax assets consist primarily of the tax effect of NOL
carry-forwards. The Company has provided a full valuation allowance
on the deferred tax assets because of the uncertainty regarding its
realization. The valuation allowance increased approximately
$71,620 and $34,642 for the reporting period ended March 31, 2019
and 2018, respectively.





Components of deferred tax assets are as follows:





Net deferred
taxes – Non-current
31-Mar-19
31-Mar-18Expected
income tax benefit from NOL carry-forwards
$751,045
$679,425Less
valuation allowance
-751,045
-679,425Deferred
tax assets, net of valuation allowance
$-
$-





Income taxes in the statements of operations





A reconciliation of the federal statutory income tax rate and the
effective income tax rate as a percentage of income before income
taxes is as follows:








March 31, 2019
March 31, 2018Federal statutory
income tax rate
21.0%
21.0%Change in valuation
allowance on net operating losscarry-forwards
(21.0%)
(21.0)Effective income
tax rate
$-
$-








F-13








Note 9 - Commitments, Contingencies and Concentrations





Except
for as follows the Company does not have any commitments,
contingencies or concentrations:





In May
2017, the Company lost a civil suit whereby the court awarded the
plaintiff a default judgment of $112,968. See Note 7. The Company
has accrued $115,128 and $114,408 for this judgement as of March
31, 2019 and 2018, respectively. There were no legal fees incurred
with respect to this default judgement.





Note 10 - Lease Obligations Payable





The Company leases specialized equipment under leases classified as
capital leases. The leased equipment will be amortized on a
straight-line basis over 5 years once it is placed in service. The
following is a schedule showing the future minimum lease payments
under capital leases by years and the present value of the minimum
lease payments as of March 31, 2019. There is no interest rate
related to the lease obligation and the maturity date is September
2022.





Fiscal year ending March 31:





2020
$12,0002021
12,0002022
9,000Total
minimum lease payments
33,000Less:
Amount representing interest
-Present
value of minimum lease payments
$33,000





At March 31, 2019, the present value of minimum lease payments due
within one year is $12,000.





Note 11 – Subsequent
Events





In
preparing the financial statements, management has evaluated events
and transactions for potential recognition or disclosure through
the date that the financial statements were available to be issued
and determined there were no subsequent events resulting in
adjustments to or disclosure in the financial statements, except as
follows:





Subsequent
to March 31, 2019, stockholders have advanced funds to the Company
or have paid for expenses on behalf of the Company. See the roll
forward of stockholder advances below:


Chas Radovich
Leroy Delisle
Alvin Snaper
TotalBalance
at March 31, 2019
$157,312
$200,590
$10,700
$368,602Advances
from April 1, 2019to
date of issuance of thesefinancial
statements
45,750
39,480
-
52,230Balance
at date of issuance
$203,062
$240,070
$10,700
$453,832





In June 2019, an stockholder/officer paid the remaining balance of
the capital lease in the amount of $33,000, which is included in
the advances from stockholders schedule above.





F-14





ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL
DISCLOSURE





None.





ITEM 9A. CONTROLS AND PROCEDURES





DISCLOSURE CONTROLS AND PROCEDURES





Under
the supervision and with the participation of our management,
including our principal executive officer and the principal
financial officer, we are responsible for conducting an evaluation
of the effectiveness of the design and operation of our internal
controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as of the end
of the fiscal year covered by this report. Disclosure controls and
procedures means that the material information required to be
included in our Securities and Exchange Commission
(“SEC”) reports is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms
relating to our company, including any consolidating subsidiaries,
and was made known to us by others within those entities,
particularly during the period when this report was being prepared.
Based on this evaluation, our principal executive officer and
principal financial officer concluded as of the evaluation date
that our disclosure controls and procedures were not effective as
of March 31, 2019.





MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING





As of
March 31, 2019, management assessed the effectiveness of our
internal control over financial reporting. The Company’s
management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Company. Internal
control over financial reporting is defined in Rule 13a-15(f) or
15d-15(f) promulgated under the Securities Exchange Act of 1934, as
amended, as a process designed by, or under the supervision of, the
Company’s President, who is also our principal accounting
officer and principal financial officer, and effected by the
Company’s Board of Directors, management and other personnel,
to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with GAAP in the United States of
America and includes those policies and procedures
that:





●
 Pertain
to the maintenance of records that in reasonable detail accurately
and fairly reflect our transactions and dispositions of our
assets;





●
 Provide
reasonable assurance our transactions are recorded as necessary to
permit preparation of our financial statements in accordance with
GAAP, and that receipts and expenditures are being made only in
accordance with authorizations of our management and directors;
and





●
 Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial
statement.





In
evaluating the effectiveness of our internal control over financial
reporting, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”) in Internal Control – Integrated
Framework. Based on that evaluation, completed by Alvin Snaper, our
President, who is also our principal accounting officer and
principal financial officer, Mr. Snaper concluded that, during the
period covered by this report, such internal controls and
procedures were not effective to detect the inappropriate
application of US GAAP rules as more fully described
below.





This
was due to deficiencies that existed in the design or operation of
our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be
material weaknesses.





The
matters involving internal controls and procedures that our
management considered to be material weaknesses under the standards
of the Public Company Accounting Oversight Board were: (i) lack of
a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors
on our board of directors, resulting in ineffective oversight in
the establishment and monitoring of required internal controls and
procedures; (ii) inadequate segregation of duties consistent with
control objectives; and (iii) ineffective controls over period end
financial disclosure and reporting processes. The aforementioned
material weaknesses were identified by our President in connection
with the review of our financial statements as of March 31,
2019.


Management
believes that the lack of a functioning audit committee and the
lack of a majority of outside directors on our board of directors
results in ineffective oversight in the establishment and
monitoring of required internal controls and procedures, which
could result in a material misstatement in our financial statements
in future periods.





CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.





There
were no changes in the Company’s internal control over
financial reporting that occurred during the year ended March 31,
2019 that have materially affected, or that are reasonably likely
to materially affect, the Company’s internal control over
financial reporting.





ITEM 9B. OTHER INFORMATION.





None.





13





PART III





ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Our
executive officer’s and director’s and their respective
ages as of March 31, 2019 are as follows:





Name

Age

Position

SinceChas
Radovich

58

CEO

March
2015Diran
Kludjian

61

Director

March
2015Stephen
Saunders

53

Secretary

March
2015Alvin
Snaper

87

Chairman,
Chief Technology Officer, Director

March,
2015





Alvin Snaper., Chairman, Chief Technology Officer,
Director





Mr.
Snaper currently serves as the sole officer and director, positions
he has held since May 2012. In addition to holding patents and
modifying existing technologies for laboratory-grown diamonds, Mr.
Snaper is the developer of the Company’s proprietary
technologies related to cultured industrial diamonds.





Mr.
Snaper has founded numerous companies and held management and
engineering positions, including: his wholly owned company,
Neo-Dyne Research Inc., where he currently serves as the founder
and president, positions he has held since 1972, and where he has
developed and perfected products based on his patents; at Advanced
Patent Technology Inc. where he served as Vice President –
Director Research – Corporate Director from approximately
1969 through 1979; at an Independent Consulting firm where he
served as founder and became the first multi-technology Registered
Engineer licensed in California; at McGraw Colorgraph where he was
responsible for overseeing all foreign and domestic testing of
photographic systems; and at Bakelite Division of Union Carbide
where he assisted in the development of a pilot plan for plastics
manufacture.





Mr.
Snaper has served as a Senior Consultant to other major
corporations and organizations, including IBM, General Foods, NASA,
Boeing, Gillette, Singer, U.S. Air Force, Rocketdyne, General
Motors, Lockheed Aircraft, Sanyo, Philips, Gulf Western, Union
Carbide, etc. He has been awarded more than 600 patents, many
processes and products for significant industrial products and
processes. Some of his inventions and commercial products include
the IBM Selectric Type Ball, Tang, the NASA Apollo Photo- Pack,
Coating Process for Gillette Razor Blades, and the Electrostatic
Painting Process & System for Auto Components Assemblies for
General Motors. Mr. Snaper holds the single honor and individual
distinction of being recognized with ‘Best Patent of the
Year’ award by Design News magazine, and is the author of
numerous technical and scientific papers.





Mr.
Snaper is a Professional Engineer (“P.E.”) and a B.S.
graduate in Geo-Science at McGill University in Montreal, Canada,
awarded in 1949. He is also a member of several professional
societies, author of numerous articles and technical papers, and
the only multiple award recipient of Design News Magazine
“Best Patent” award (three total).





TERM OF OFFICE





All
directors hold office until the next annual meeting of the
stockholders of the Company and until their successors have been
duly elected and qualified. The Company’s Bylaws provide that
the Board of Directors will consist of no less than three members.
Officers are elected by and serve at the discretion of the Board of
Directors.





DIRECTOR INDEPENDENCE





Our
board of directors is currently composed of one member, which
member does not qualify as an independent director in accordance
with the published listing requirements of the NASDAQ Global
Market. The NASDAQ independence definition includes a series of
objective tests, such as that the director is not, and has not been
for at least three years, one of our employees and that neither the
director, nor any of his family members has engaged in various
types of business dealings with us. In addition, our board of
directors has not made a subjective determination as to each
director that no relationships exist which, in the opinion of our
board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director, though such subjective determination is required by the
NASDAQ rules. Had our board of directors made these determinations,
our board of directors would have reviewed and discussed
information provided by the directors and us with regard to each
director’s business and personal activities and relationships
as they may relate to us and our management.





14





CERTAIN LEGAL PROCEEDINGS





No
director, nominee for director, or executive officer of the Company
has appeared as a party in any legal proceeding material to an
evaluation of his ability or integrity during the past ten
years.





SIGNIFICANT EMPLOYEES AND CONSULTANTS





Other
than our officers and directors, we currently have no other
significant employees.





AUDIT COMMITTEE AND CONFLICTS OF INTEREST





Since
we do not have an audit or compensation committee comprised of
independent directors, the functions that would have been performed
by such committees are performed by our directors. The Board of
Directors has not established an audit committee and does not have
an audit committee financial expert, nor has the Board of Directors
established a nominating committee. The Board is of the opinion
that such committees are not necessary since the Company is an
early exploration stage company and has only two directors, and to
date, such directors have been performing the functions of such
committees. Thus, there is a potential conflict of interest in that
our directors and officers have the authority to determine issues
concerning management compensation, nominations, and audit issues
that may affect management decisions.





There
are no family relationships among our directors or officers. Other
than as described above, we are not aware of any other conflicts of
interest with any of our executive officers or
directors.





SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE





Section
16(a) of the Securities Exchange Act of 1934 requires our executive
officers and directors, and persons who own more than ten percent
of a registered class of our equity securities, file reports of
ownership and changes in ownership with the SEC. Executive
officers, directors and greater-than-ten percent stockholders are
required by SEC regulations to furnish us with all Section 16(a)
forms they file. Based on our review of filings made on the SEC
website, and the fact of us not receiving certain forms or written
representations from certain reporting persons that they have
complied with the relevant filing requirements, we believe that,
during the year ended March 31, 2019, our executive officers,
directors and greater-than-ten percent stockholders have not
complied with all Section 16(a) filing requirements.





CODE OF ETHICS





The
Company has not adopted a code of ethics that applies to its
principal executive officers, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions. The Company has not adopted a code of ethics
because it has only commenced operations.





ITEM 11. EXECUTIVE COMPENSATION





The
following tables set forth certain information about compensation
paid, earned or accrued for services by our Chief Executive Officer
and all other executive officers (collectively, the “Named
Executive Officers”) in the fiscal years ended March 31, 2019
and 2018:





SUMMARY COMPENSATION TABLE





None of
our directors have received monetary compensation since our
inception to the date of this Form 10-K. We currently do not pay
any compensation to our directors serving on our board of
directors.





STOCK OPTION GRANTS





We have
not granted any stock options to the executive officers since our
inception. Upon the further development of our business, we will
likely grant options to directors and officers consistent with
industry standards for junior mineral exploration
companies.





15





EMPLOYMENT AGREEMENTS





The
Company is not a party to any employment agreement and has no
compensation agreement with any of its officers and
directors.





DIRECTOR COMPENSATION





The
following table sets forth director compensation as of March 31,
2019:





Name
Fees Earned Pain
In Cash
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive plan Compensation ($)
Nonqualified
Deferred Compensation Earnings ($)
All
Other
Compensation
($)
Total
($)Alvin
Snaper
0
0
0
0
0
0
0





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The
following table lists, as of March 31, 2019, the number of shares
of common stock of our Company that are beneficially owned by (i)
each person or entity known to our Company to be the beneficial
owner of more than 5% of the outstanding common stock; (ii) each
officer and director of our Company; and (iii) all officers and
directors as a group. Information relating to beneficial ownership
of common stock by our principal shareholders and management is
based upon information furnished by each person using
“beneficial ownership” concepts under the rules of the
Securities and Exchange Commission. Under these rules, a person is
deemed to be a beneficial owner of a security if that person has or
shares voting power, which includes the power to vote or direct the
voting of the security, or investment power, which includes the
power to vote or direct the voting of the security. The person is
also deemed to be a beneficial owner of any security of which that
person has a right to acquire beneficial ownership within 60 days.
Under the Securities and Exchange Commission rules, more than one
person may be deemed to be a beneficial owner of the same
securities, and a person may be deemed to be a beneficial owner of
securities as to which he or she may not have any pecuniary
beneficial interest. Except as noted below, each person has sole
voting and investment power.





The
percentages below are calculated based on 214,327,623 shares of our
common stock issued and outstanding as of March 31, 2019. We do not
have any outstanding warrant, options or other securities
exercisable for or convertible into shares of our common
stock.





Title of
Class
Name and Address
of Beneficial Owner(1)
Number of Shares
Owned Beneficially
Percent of Class
OwnedCommon
Stock
Alvin Snaper
(2)
50,000,000
59.1%All executive
officers and directors as a group

50,000,000
59.1%





(1)
 Unless
otherwise noted, the address of each person or entity listed is,
c/o Centaurus Diamond Technologies, Inc., 1000 W. Bonanza, Las
Vegas, Nevada 89106.





(2)
 Chairman
of the Board and Chief Science Officer.





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS





None.





ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES





For the
years ended March 31, 2019 and 2018, the total fees charged to the
company for audit services, including quarterly reviews were
$37,500 and $5,250, respectively and the total fees for tax
services and other services were $0 and $0,
respectively.





16





PART IV





ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE





(a) The
following Exhibits, as required by Item 601 of Regulation SK, are
attached or incorporated by reference, as stated
below.





Number

Description31.1

Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2

Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1

Certification
of Principal Executive Officer and Principal Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.








SIGNATURES





In
accordance with Section 13 or 15(d) of the Securities Exchange Act,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.













CENTAURUS
DIAMOND TECHNOLOGIES, INC.(Name of
Registrant)Date: August 15th,
2019
By:
/s/ Chas RadovichName:
Chas
RadovichTitle:
Chief Executive
Officer










17





EXHIBIT INDEX





Number

Description31.1

Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2

Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1

Certification
of Principal Executive Officer and Principal Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.











18