6-K 1 o14965e6vk.txt INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 2004 FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN ISSUER Pursuant to Rule 13a-16 or 15d-16 of The Securities Exchange Act of 1934 For the month of December, 2004 SEC File #0-24570 -------------------------------------------------------------------------------- CENTRAL MINERA CORP. PO Box 93038, Caulfeild Village R.P.O. West Vancouver, BC V7W 3G4 CANADA (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F Form 20-F X Form 40-F Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ___ No X If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) : 82- THIS FORM 6-K CONSISTS OF: Interim Financial Statements for the Quarter ended September 30, 2004 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CENTRAL MINERA CORPORATION By: "Michael Cytrynbaum" Name: Michael Cytrynbaum Title: President Date: December 6, 2004 CENTRAL MINERA CORP. (A DEVELOPMENT STAGE COMPANY) INTERIM FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (EXPRESSED IN U.S. DOLLARS) UNAUDITED - SEE NOTICE TO READER STEELE & CO.* CHARTERED ACCOUNTANTS *Representing incorporated professionals SUITE 808 TELEPHONE: (604) 687-8808 808 WEST HASTINGS STREET TELEFAX: (604) 687-2702 VANCOUVER, B.C., CANADA V6C 1C8 EMAIL: EMAIL@STEELE-CO.CA NOTICE TO READER We have compiled the balance sheet of Central Minera Corp. (a development stage company) as at September 30, 2004 and the interim statement of operations and deficit and cash flow for the three months ended September 30, 2004 from information provided by management. We have not audited, reviewed or otherwise attempted to verify the accuracy or completeness of such information. Readers are cautioned that these statements may not be appropriate for their purposes. Vancouver, Canada "STEELE & CO." October 28, 2004 CHARTERED ACCOUNTANTS CENTRAL MINERA CORP. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS (EXPRESSED IN U.S. DOLLARS)

GOING CONCERN CONSIDERATIONS (NOTE 1) RELATED PARTY TRANSACTIONS (NOTE 8) COMMITMENTS (NOTE 9) APPROVED BY THE DIRECTORS "Michael Cytrynbaum" "Murray Kosick" UNAUDITED - SEE NOTICE TO READER CENTRAL MINERA CORP. (A DEVELOPMENT STAGE COMPANY) INTERIM STATEMENTS OF OPERATIONS AND DEFICIT (EXPRESSED IN U.S. DOLLARS)

UNAUDITED - SEE NOTICE TO READER CENTRAL MINERA CORP. (A DEVELOPMENT STAGE COMPANY) INTERIM STATEMENTS OF CASH FLOW (EXPRESSED IN U.S. DOLLARS)

UNAUDITED - SEE NOTICE TO READER CENTRAL MINERA CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 2004 (EXPRESSED IN U.S. DOLLARS) 1. GOING CONCERN CONSIDERATIONS These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the normal course of operations. Different bases of measurement may be appropriate when a company is not expected to continue operations for the foreseeable future. As at October 28, 2004, the Company had not reached a level of operations which would finance day-to-day activities. The Company's continuation as a going concern is dependent upon its ability to attain profitable operations and generate funds therefrom and/or raise equity capital or borrowings sufficient to meet current and future obligations. 2. CONTINUING OPERATIONS The Company is incorporated under the laws of Yukon Territory of Canada. The principal business activity is the acquisition, exploration and development of mineral properties. At the Company's annual general meeting in December, 2002, the shareholders approved the consolidation of the Company's shares to a maximum ratio of 1:20 and to change its domicile. The directors are authorized to implement these changes at their discretion. No changes have been implemented. 3. ACCOUNTING POLICIES These financial statements have been prepared under Canadian generally accepted accounting principles applicable to interim financial statements and therefore do not include all the disclosures required for annual financial statements. Accordingly, these interim financial statements should be read in conjunction with the audited annual financial statements for the year ended June 30, 2004 and included with the Company's annual report. In the opinion of management, these interim financial statements contain all adjustments necessary to present fairly the financial position, results of operations and cash flow for the three-month periods ended September 30, 2004 and 2003. Interim results of operations are not indicative of the results of operations for the full year. 4. CASH AND TERM DEPOSITS The Company maintains its cash balances in various currencies. At the period end, the currencies held and the United States equivalents were as follows:

5. MARKETABLE SECURITIES Marketable securities in public companies are carried in the accounts at the lesser of estimated net realizable value and cost. UNAUDITED - SEE NOTICE TO READER CENTRAL MINERA CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 2004 (EXPRESSED IN U.S. DOLLARS) 6. EQUIPMENT

7. SHARE CAPITAL a. Authorized 3,000,000 variable multiple voting shares without par value Unlimited number of subordinate voting shares without par value The variable multiple voting shares are identical to the subordinate shares except they may only be transferred with the approval of the directors and entitle the holder to more than one vote, calculated on a predetermined ratio between the share classes. The variable multiple voting shares may be converted into subordinate shares at a ratio of 1:1 with a mandatory conversion if the then outstanding balance is less than 1,500,000 shares. b. Issued

No shares were issued during the three month period ended September 30, 2004. UNAUDITED - SEE NOTICE TO READER (CENTRAL MINERA CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 2004 (EXPRESSED IN U.S. DOLLARS) 7. SHARE CAPITAL (CONTINUED) c. Incentive Stock Option The Company has a stock option plan for which options granted under the plan generally have a maximum term of ten years. The exercise price of each option equals the market price of the Company's shares on the date of the grant. Details of director, employee and consultant share purchase options are as follows:

As at June 30, 2004, the weighted average remaining contractual life of the stock options is 13 months. d. Share Purchase Warrants

UNAUDITED - SEE NOTICE TO READER CENTRAL MINERA CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 2004 (EXPRESSED IN U.S. DOLLARS) 7. SHARE CAPITAL (CONTINUED) d. Share Purchase Warrants (Continued)

As at September 30, 2004, the weighted average remaining contractual life of the warrants is 18 months. 8. RELATED PARTY TRANSACTIONS Related party transactions not separately disclosed elsewhere in these financial statements were as follows:

9. COMMITMENTS The Company has entered into a management agreement, with a company controlled by a director, which requires minimum annual payments of approximately $134,000 ($180,000 Cdn). The agreement contains a clause requiring a termination payment of approximately $64,000. The corporate related party has voluntarily reduced the monthly fee to $5,600 (Cdn. $7,500) commencing March, 2003. UNAUDITED - SEE NOTICE TO READER CENTRAL MINERA CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 2004 (EXPRESSED IN U.S. DOLLARS) 10. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES ("U.S. GAAP") These financial statements have been prepared in accordance with accounting principles generally accepted in Canada. A description of accounting principles that differ in certain respects from United States generally accepted accounting principles follows: a. Stock-Based Compensation The Company has elected, commencing with the year ended June 30, 2004, to account for stock-based compensation using SFAS 123. Accordingly, compensation cost for stock options is measured at the fair value of options granted. Previously, the company elected to apply the intrinsic value-based method of accounting prescribed by Accounting Principles Board Opinion No. 25 ("APB No. 25") "Accounting for Stock Issued to Employees" for measuring the value of stock-based compensation. The intrinsic value-based method requires that compensation expense be recorded at the time of granting an option for the excess of the quoted market price over the option exercise price. If a stock option is not exercised, the compensation expense recorded in the previous period is reversed by decreasing the compensation expense in the period of forfeiture. No compensation expense was required to be recognized for those years. b. Other Accounting Standards i. The Company has adopted the Statement of Financial Accounting Standards No. 130 (" SFAS 130") "Reporting Comprehensive Income" with no impact on U.S. GAAP differences. ii. The Company does not have any derivative or hedging instruments and, therefore, Statement of Financial Accounting Standards No. 149 ("SFAS 149") "Accounting for Derivative Instruments and Hedging Activity" has no impact on U.S. GAAP differences. The adoption of these new pronouncements is not expected to have an effect on the financial position or results of operations. UNAUDITED - SEE NOTICE TO READER CENTRAL MINERA CORP. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE INTERIM FINANCIAL STATEMENTS - SEPTEMBER 30, 2004 (EXPRESSED IN U.S. DOLLARS) 10. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES ("U.S. GAAP") (CONTINUED) The effect of the differences between Canadian GAAP and U.S. GAAP on the balance sheets and statements of operations and deficit is summarized below:

There is no effect on the statement of cash flow for the difference between Canadian GAAP and U.S. GAAP. UNAUDITED - SEE NOTICE TO READER

CENTRAL MINERA CORP 6-K