UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended June 30, 2008 |
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from ____________ to____________ |
Commission file number 000-51140
CuraTech Industries, Inc.
(Exact name of registrant as specified in its charter)
NEVADA | | 87-0649332 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer identification No.) |
6337 Highland Drive, No. 1053
Salt Lake City, Utah 84121
(Address of principal executive offices)
Registrant’s telephone number: (801) 616-2355
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 o
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.
Large accelerated filer o | | Accelerated filer o |
| | |
Non-accelerated filer o (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 o No x
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of August 15, 2008, there were 18,580,199 shares of the issuer’s common stock issued and outstanding.
CURATECH INDUSTRIES, INC.
FORM 10-Q
TABLE OF CONTENTS
| | Page |
PART I – FINANCIAL INFORMATION | |
| | |
Item 1. | Financial Statements (Unaudited) | 3 |
| | |
| Balance Sheets — As of June 30, 2008 (Unaudited) and December 31, 2007 | 5 |
| | |
| Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007 (Unaudited) | 6 |
| | |
| Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007 (Unaudited) | 7 |
| | |
| Notes to Financial Statements (Unaudited) | 8 |
| | |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 |
| | |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
| | |
Item 4T. | Controls and Procedures | 12 |
| | |
PART II – OTHER INFORMATION | |
| | |
Item 1. | Legal Proceedings | 13 |
| | |
Item 1A. | Risk Factors | 13 |
| | |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 13 |
| | |
Item 3. | Defaults Upon Senior Securities | 13 |
| | |
Item 4. | Submission of Matters to a Vote of Security Holders | 14 |
| | |
Item 5. | Other Information | 14 |
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Item 6. | Exhibits and Reports on Form 8-K | 14 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The balance sheets of CuraTech Industries, Inc., a Nevada corporation (“CuraTech” or the “Company”) as of June 30, 2008 (unaudited) and December 31, 2007, the related unaudited statements of operations for the three and six month periods ended June 30, 2008 and June 30, 2007, the related unaudited statements of cash flows for the six month periods ended June 30, 2008 and June 30, 2007, and the notes to the unaudited financial statements follow. The financial statements have been prepared by CuraTech’s management in conformity with United States generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the period ended June 30, 2008, are not necessarily indicative of the results that can be expected for the year ending December 31, 2008.
The names “CuraTech”, “we”, “our” and “us” used in this report refer to CuraTech Industries, Inc.
CURATECH INDUSTRIES, INC.
(Formerly Jump’n Jax, Inc.)
FINANCIAL STATEMENTS
June 30, 2008 and December 31, 2007
CURATECH INDUSTRIES, INC.
INDEX TO FINANCIAL STATEMENTS
| Page |
| |
Balance Sheets – June 30, 2008 (Unaudited) and December 31, 2007 | 5 |
| |
Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2008 and 2007 | 6 |
| |
Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2008 and 2007 | 7 |
| |
Notes to Financial Statements | 8 |
CURATECH INDUSTRIES, INC.
Balance Sheets
| | June 30, | | December 31, | |
| | 2008 | | 2007 | |
| | (Unaudited) | | | |
ASSETS | | | | | |
| | | | | | | |
CURRENT ASSETS | | | | | | | |
| | | | | | | |
Cash | | $ | 88,263 | | $ | 58,160 | |
Note receivable - related party | | | - | | | 74,005 | |
Interest receivable - related party | | | - | | | 3,880 | |
| | | | | | | |
Total Current Assets | | | 88,263 | | | 136,045 | |
| | | | | | | |
FIXED ASSETS | | | | | | | |
| | | | | | | |
Office equipment | | | 6,811 | | | 6,811 | |
Real estate | | | 230,862 | | | - | |
Accumulated depreciation | | | (2,043 | ) | | (1,362 | ) |
| | | | | | | |
Total Fixed Assets | | | 235,630 | | | 5,449 | |
| | | | | | | |
TOTAL ASSETS | | $ | 323,893 | | $ | 141,494 | |
| | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | |
| | | | | | | |
CURRENT LIABILITIES | | | | | | | |
| | | | | | | |
Accounts payable and accrued expenses | | $ | 8,716 | | $ | 375 | |
| | | | | | | |
Total Current Liabilities | | | 8,716 | | | 375 | |
| | | | | | | |
TOTAL LIABILITIES | | | 8,716 | | | 375 | |
| | | | | | | |
STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | | |
| | | | | | | |
Common stock: 25,000,000 shares authorized; $0.001 par value; 18,580,199 shares shares issued and outstanding | | | 18,580 | | | 18,580 | |
Additional paid-in capital | | | 4,335,213 | | | 4,335,213 | |
Stock subscriptions receivable | | | (99,252 | ) | | (95,252 | ) |
Stock subscriptions payable | | | 450,900 | | | - | |
Accumulated deficit | | | (4,390,264 | ) | | (4,113,422 | ) |
| | | | | | | |
Total Stockholders' Equity (Deficit) | | | 315,177 | | | 145,119 | |
| | | | | | | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | $ | 323,893 | | $ | 145,494 | |
The accompanying notes are an integral part of these financial statements.
Statements of Operations
(Unaudited)
| | | | | | From Inception | |
| | For the Three | | For the Six | | on April 25, | |
| | Months Ended | | Months Ended | | 2006 Through | |
| | June 30, | | June 30, | | June 30, | |
| | 2008 | | 2007 | | 2008 | | 2007 | | 2008 | |
| | | | | | | | | | | |
REVENUES | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | | | | | | | |
OPERATING EXPENSES | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
General and administrative | | | 170,584 | | | 161,261 | | | 276,161 | | | 1,578,952 | | | 3,919,601 | |
Depreciation | | | 340 | | | 487 | | | 681 | | | 730 | | | 2,043 | |
| | | | | | | | | | | | | | | | |
Total Operating Expenses | | | 170,924 | | | 161,748 | | | 276,842 | | | 1,579,682 | | | 3,921,644 | |
| | | | | | | | | | | | | | | | |
LOSS FROM OPERATIONS | | | (170,924 | ) | | (161,748 | ) | | (276,842 | ) | | (1,579,682 | ) | | (3,921,644 | ) |
| | | | | | | | | | | | | | | | |
OTHER EXPENSES | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Impairment of assets | | | - | | | - | | | - | | | - | | | (472,500 | ) |
Interest income | | | - | | | - | | | - | | | - | | | 3,880 | |
| | | | | | | | | | | | | | | | |
Total Other Expenses | | | - | | | - | | | - | | | - | | | (468,620 | ) |
| | | | | | | | | | | | | | | | |
NET LOSS | | $ | (170,924 | ) | $ | (161,748 | ) | $ | (276,842 | ) | $ | (1,579,682 | ) | $ | (4,390,264 | ) |
| | | | | | | | | | | | | | | | |
BASIC LOSS PER SHARE | | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.10 | ) | | | |
| | | | | | | | | | | | | | | | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | | | 18,580,199 | | | 15,912,387 | | | 18,580,199 | | | 15,742,693 | | | | |
The accompanying notes are an integral part of these financial statements.
Statements of Cash Flows
(Unaudited)
| | | | | | From Inception | |
| | | | | | on April 25, | |
| | For the Six Months Ended | | 2006 Through | |
| | June 30, | | June 30, | |
| | 2008 | | 2007 | | 2008 | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | |
| | | | | | | | | | |
Net loss | | $ | (276,842 | ) | $ | (1,579,682 | ) | $ | (4,390,264 | ) |
| | | | | | | | | | |
Adjustments to reconcile net loss to net cash used by operating activities: | | | | | | | | | | |
Depreciation | | | 681 | | | 730 | | | 2,042 | |
Conversion of note receivable to officer salaries | | | 77,885 | | | - | | | 77,885 | |
Common stock issued for services | | | - | | | 1,335,000 | | | 3,153,000 | |
Impairment of assets | | | - | | | - | | | 472,500 | |
Services contributed by officers | | | - | | | 7,000 | | | 7,000 | |
Changes in operating assets and liabilities | | | | | | | | | | |
Increase in accounts payable | | | 8,341 | | | 1,795 | | | (451 | ) |
| | | | | | | | | | |
Net Cash Used by Operating Activities | | | (189,935 | ) | | (235,157 | ) | | (678,288 | ) |
| | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | |
| | | | | | | | | | |
Cash paid for IRT investment | | | - | | | - | | | (150,000 | ) |
Cash paid for real estate | | | (230,862 | ) | | - | | | (230,862 | ) |
| | | | | | | | | | |
Net Cash Used by Investing Activities | | | (230,862 | ) | | - | | | (380,862 | ) |
| | | | | | | | | | |
CASH FLOWS FROM FINIANCING ACTIVITIES | | | | | | | | | | |
| | | | | | | | | | |
Common stock issued for cash | | | - | | | 441,359 | | | 603,559 | |
Cash received in acquisition | | | - | | | - | | | 137,673 | |
Cash received on note payable | | | - | | | - | | | 5,288 | |
Cash received on subscriptions receivable | | | - | | | - | | | 73,998 | |
Cash received on subscriptions payable | | | 450,900 | | | - | | | 450,900 | |
Cash paid on note receivable - related | | | - | | | (50,571 | ) | | - | |
Cash paid on note payable - related | | | - | | | (5,288 | ) | | (124,005 | ) |
| | | | | | | | | | |
Net Cash Provided by Financing Activities | | | 450,900 | | | 385,500 | | | 1,147,413 | |
| | | | | | | | | | |
NET DECREASE IN CASH | | | 30,103 | | | 150,343 | | | 88,263 | |
| | | | | | | | | | |
CASH AT BEGINNING OF PERIOD | | | 58,160 | | | 29,443 | | | - | |
| | | | | | | | | | |
CASH AT END OF PERIOD | | $ | 88,263 | | $ | 179,786 | | $ | 88,263 | |
| | | | | | | | | | |
SUPPLIMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | | | | | | | | |
| | | | | | | | | | |
CASH PAID FOR: | | | | | | | | | | |
| | | | | | | | | | |
Interest | | $ | - | | $ | - | | $ | - | |
Income Taxes | | $ | - | | $ | - | | $ | - | |
| | | | | | | | | | |
NON-CASH FINANCING ACTIVITIES | | | | | | | | | | |
| | | | | | | | | | |
Common stock issued for services | | $ | - | | $ | - | | $ | 3,153,000 | |
Services contributed by director | | $ | - | | $ | - | | $ | 7,000 | |
The accompanying notes are an integral part of these financial statements.
CURATECH INDUSTRIES, INC.
Notes to the Financial Statements (Continued)
June 30, 2008 and December 31, 2007
NOTE 1 - | BASIS OF FINANCIAL STATEMENT PRESENTATION |
The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its December 31, 2007 Annual Report on Form 10-KSB of the Company. Operating results for the three months ended June 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established revenues sufficient to cover its operating costs and allow it to continue as a going concern. Management intends to increase operations through expanding its operations into other locals, in the interim, management and primary shareholders are committed to meeting the Company’s minimal operating expenses.
NOTE 3 - | AGREEMENT AND PLAN OF MERGER |
On October 26, 2006, the Company completed the acquisition of MedaCure International, Inc., a Nevada corporation located in Salt Lake City, Utah (“MedaCure”). The acquisition was consummated pursuant to an agreement entered into on June 22, 2006, whereby the Company agreed to merge its newly created, wholly-owned subsidiary, CuraTech Acquisitions, Inc., with and into MedaCure with MedaCure being the surviving entity as the Company’s wholly owned subsidiary.
Prior to completion of the acquisition the Company changed its corporate name to CuraTech Industries, Inc. The Company also changed its corporate domicile from the State of Utah to Nevada. Also, the Company added three new directors, each nominated by MedaCure, to its Board of Directors.
From the consummation of the Merger Agreement, the Company has begun the development and bringing to market a certain health supplement that is intended to enhance and build-up the body’s natural immune system defenses. The Company intends to commence commercial marketing of its supplement in the near future primarily outside the U.S. Initial marketing in the U.S. will primarily be to the veterinarian market for use in treating animals. The Company also intends to initiate a collaboration and partnering program that will focus on developing business alliances designed to generate sales, applications and marketing opportunities.
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.
Recent Events
During the six month period ended June 30, 2008, the Company received $450,900 in gross offering proceeds for which the Company has agreed to issue 150,300 shares at $3.00 per share. The shares have not been issued yet. The Company anticipates issuing the shares in the third quarter ending September 30, 2008.
During the six month period ended June 30, 2008, the Company purchased a residential property in North Carolina for $230,862. The Company intends to use the property in its operations this year, and may seek to re-sell the property at some time during the next twelve months.
On or about May 7, 2008, the Dastrup Family Trust agreed to return to the Company a total of 1,000,000 shares of the Company’s common stock that had been issued to The Dastrup Family Trust on December 15, 2007 for services rendered. The Dastrup Family Trust intended to rescind the earlier transaction by returning the shares. The 1,000,000 shares appear as being issued and outstanding in the financial statements included in this report. The shares will be treated as being returned to the Company during the third quarter ending September 30, 2008. Another shareholder who received 800,000 shares of the Company’s common stock for services rendered in December 2007 returned all 800,000 shares to the Company to rescind the transaction. The 800,000 shares do not appear as being outstanding in the Company’s financial statements included in this report.
During the quarter ended June 30, 2008, the Company agreed to pay its Chief Executive Officer a salary of $210,000 per year, beginning with the year ending December 31, 2008. The salary was agreed to be paid retroactively to the beginning of the year. As of June 30, 2008, the Company owed its Chief Executive Officer $1,891 in accrued wages.
Plan of Operation
Following the completion of the acquisition of MedaCure on October 26, 2006, we have become engaged in the developing and marketing of MedaCure’s health supplement that is believed to enhance and build-up the body’s natural immune system defenses in both humans and animals. Our first priority will be to establish new facilities for our corporate headquarters and to manufacture product. Management is seeking at least a 5,000 square foot facility that can be leased on a long-term basis. The facility must have a sterile environment with an assembly line capable of mass-producing and packaging the product. The facility will also handle shipping of product and receiving materials. We have not selected a final site, but we have identified the necessary manufacturing equipment and packaging machinery needed. We estimate that the cost to prepare the site for operation will be approximately $150,000.
Contemporaneous with selecting the site for our operations, we will be creating a distribution network that will focus on initiating a collaboration and partnering program and developing business alliances designed to generate sales, applications and marketing opportunities. At present, we have not hired any sales or distribution personnel, but are in the process of initiating a search for qualified persons. We anticipate that during the next 12 months we will hire approximately 20 persons, five for administrative duties, six for manufacturing and production, and nine for sales and marketing.
We estimate that during the next 12 months we will need approximately $300,000 to establish our manufacturing facility, establish a sales and distribution network, commence production of the MedaCure product and begin selling activities. We anticipate that the source of the remaining funds needed will be from the private sale of securities and/or other financing activities conducted by our officers and directors.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Results of Operations
Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007.
Revenues from continuing operations for the three months ended June 30, 2008 were $-0- compared to $-0- for the three month period ended June 30, 2007. This lack of revenues was due primarily to the fact that we ceased our bounce house operations during the 2005 fiscal year, and our revenue stream pertaining to the Medacure subsidiary has not yet been developed.
Total operating expenses for the three month period ended June 30, 2008 were $170,924, an increase of $9,176 from the $161,748 of total operating expenses incurred in the three month period ended June 30, 2007. Nearly all of the operating expenses in both periods were classified as general and administrative expenses.
We reported a net loss of $170,924, or $0.01 per share, incurred during the three months ended June 30, 2008, which is $9,176 more than the $161,748 net loss, or $0.01 per share, incurred during the three months ended June 30, 2007.
Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007
Revenues from continuing operations for the six month period ended June 30, 2008 were $-0- compared to $-0- for the six month period ended June 30, 2007. This lack of revenues was due primarily to the fact that we ceased our bounce house operations during the 2005 fiscal year, and our revenue stream pertaining to the Medacure subsidiary has not yet been developed.
Total operating expenses for the six month period ended June 30, 2008 were $276,842, a decrease of $1,302,840 from the $1,579,682 of total operating expenses incurred in the six month period ended June 30, 2007. Nearly all of the operating expenses in both periods were classified as general and administrative expenses. The decrease is primarily due to the fact that during the six month period ended June 30, 2007, the Company issued 890,000 shares of its common stock for services rendered, at $1.50 per share, for an aggregate expense of $1,335,000. The Company had no similar expense in the six month period ended June 30, 2008.
We reported a net loss of $276,842, or $0.01 per share, incurred during the six months ended June 30, 2008, which is $1,302,840 less than the $1,579,682 net loss, or $0.10 per share, incurred during the six months ended June 30, 2007. The reduced net loss is primarily attributed to the substantial reduction in general and administrative expenses incurred during the six months ended June 30, 2008.
Liquidity and Capital Resources
At June 30, 2008, our current assets consisted of cash on hand of $88,263. We believe that current cash on hand is not sufficient to satisfy our cash requirements for the next twelve months, which we estimate to be approximately $500,000. Due to the fact that our limited operations have not generated cash flow sufficient to cover ongoing business expenses, we may have to rely on our directors, or on outside sources, to provide additional funds. However, we have no agreements with anyone to provide future funds to our Company. If our directors are unable to provide future funding, if the need arises, we may have to look at alternative sources of funding. There is no assurance that such funds will be available or, that even if they are available, that they will be available on terms that will be acceptable to us. In the event we are unable to secure necessary future funding, we may have to curtail our business or cease operations completely. At the present time, the Company is attempting to raise additional funds through a private placement offering of the Company’s common stock. No one is obligated to purchase any additional shares in the offering.
At June 30, 2008, we had total assets of $323,893 and stockholders' equity of $315,177, compared to total assets of $141,494 and total stockholders' equity of $145,119 at December 31, 2007.
Net Operating Loss
We have accumulated approximately $295,000 of net operating loss carryforwards as of June 30, 2008, which may be offset against taxable income and income taxes in future years. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. The carry-forwards expire in the year 2028. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carryforwards which can be used. No tax benefit has been reported in the financial statements for the year ended December 31, 2007 because there is a 50% or greater chance that the carryforward will not be used. Accordingly, the potential tax benefit of the loss carryforward is offset by a valuation allowance of the same amount.
Forward Looking and Cautionary Statements
This report, including the sections entitled "Business," "Risk Factors" and "Management's Discussion and Analysis or Plan of Operations" contains forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks and uncertainties. These factors may cause our Company's or our industry's actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by the forward- looking statements. These risks and other factors include those listed under "Risk Factors" and elsewhere in this report. In some cases, you can identify forward-looking statements by terminology such as "may," "will" "should," "expects," "intends," "plans," anticipates," "believes," "estimates," "predicts," "potential," "continue," or the negative of these terms or other comparable terminology.
You should be aware that a variety of factors could cause actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:
* the sufficiency of existing capital resources and our ability to raise additional capital to fund cash requirements for future operations;
* uncertainties following any successful acquisition or merger related to the future rate of growth of our business and acceptance of our products and/or services;
* volatility of the stock market, particularly within the technology sector; and
* general economic conditions.
Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.
You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the risk factors section and elsewhere in this report identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made in this report.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
A “smaller reporting company” (as defined by Item 10 of the Regulation S-K) is not required to provide the information required by this Item.
Item 4T. Controls and Procedures.
Under the supervision and with the participation of management, our principal executive officer and principal financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”), as of June 30, 2008. Based on this evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our chief executive officer and chief financial officer, in a manner that allowed for timely decisions regarding required disclosure.
During the last fiscal quarter ended June 30, 2008, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
ANY FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-Q REPORT REFLECT MANAGEMENT’S BEST JUDGMENT BASED ON FACTORS
CURRENTLY KNOWN AND INVOLVE RISKS AND UNCERTAINTIES. ACTUAL RESULTS MAY VARY MATERIALLY.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There are no material pending legal proceedings to which we or our subsidiary is a party or to which any of our property is subject and, to the best of our knowledge, no such action against us is contemplated or threatened.
Item 1A. Risk Factors.
A “smaller reporting company” (as defined by Item 10 of the Regulation S-K) is not required to provide the information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the three month period ended June 30, 2008, the Company did not sell any shares of its common stock without registration under the Securities Act of 1933.
During the three month period ended March 31, 2008, the Company did not sell any shares of its common stock without registration under the Securities Act of 1933, except for the following:
| Ø | The Company received a total of $450,900 in gross offering proceeds from subscriptions receivable from three persons during the quarter ended March 31, 2008. The Company plans to issue 150,300 shares of its common stock at $3.00 per share to the subscribers during third quarter 2008. The shares will be issued without registration pursuant to Section 4(2) of the Securities Act of 1933 and/or Rule 506 of Regulation D for transactions not involving any public offering. Each purchaser represented that he is acquiring the shares with investment intent, and the certificates representing the shares will be given a restricted legend. Each purchaser received a private placement memorandum prior to making his/her investment. |
For information concerning other issuance of the Company’s common stock without registration under the Securities Act of 1933 since January 1, 2005, see the Company’s annual reports on Forms 10-K or 10-KSB and the Company’s quarterly reports on Form 10-Q and 10-QSB filed since January 1, 2005.
Item 3. Defaults Upon Senior Securities.
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
None; not applicable.
Item 5. Other Information.
None; not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit | | |
Number | | Description |
| | |
31.1 | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
31.2 | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
32.1 | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
32.2 | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(b) Reports on Form 8-K.
No Current Reports on Form 8-K were filed during the quarter ended June 30, 2008.
SIGNATURES
In accordance with 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.
| CURATECH INDUSTRIES, INC. |
| | |
Date: August 18, 2008 | By: | /s/ Lincoln M. Dastrup |
| | Lincoln M. Dastrup |
| | President, Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer |