U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: May 31, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number 001478725
Curry Gold Corp
(Name of Small Business Issuer in its charter)
| | |
Nevada | | 46-0524121 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
200 S. Virginia Street, 8th Floor, Reno, Nevada 89501
(Address of principal executive offices)
(775) 398-3092
Issuer’s telephone number
Bachstrasse 1, CH-9606 Butschwil, Switzerland
(Former name, former address and former
fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of July 11, 2012, the issuer had 3,350,000 shares of common stock, par value $0.001, issued and outstanding.
CURRY GOLD CORP
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2012 AND 2011
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| | | | | | |
CURRY GOLD CORP |
(A DEVELOPMENT STAGE COMPANY) |
CONDENSED BALANCE SHEETS |
| | | | |
| | | | |
| | May 31, | | November 30, |
| | 2012 | | 2011 |
| | (Unaudited) | | |
| | | | | | |
Current assets: | | | | | | |
Cash | | $ | 766 | | $ | 102 |
Prepaid expenses | | | - | | | 118 |
Total current assets | | | 766 | | | 220 |
| | | | | | |
Total assets | | $ | 766 | | $ | 220 |
| | | | | | |
| | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | | | | | | |
| | | | | | |
Current liabilities: | | | | | | |
Accounts payable | | $ | 600 | | $ | 840 |
Accrued interest | | | 1,085 | | | 307 |
Accrued interest, related party | | | 5,710 | | | 3,990 |
Notes payable | | | 21,435 | | | 6,435 |
Note payable, related party | | | 34,353 | | | 34,353 |
Total current liabilities | | | 63,183 | | | 45,925 |
| | | | | | |
Stockholders' equity (deficit): | | | | | | |
Common stock, $0.001 par value, 75,000,000 shares | | | | | | |
authorized 3,350,000 shares issued and outstanding | | | 3,350 | | | 3,350 |
Additional paid-in capital | | | 12,150 | | | 12,150 |
(Deficit) accumulated during development stage | | | (77,917) | | | (61,205) |
Total stockholders' equity (deficit) | | | (62,417) | | | (45,705) |
| | | | | | |
Total liabilities and stockholders' equity (deficit) | | $ | 766 | | $ | 220 |
| | | | | | |
| | | | | | |
| | | | | | |
See Accompanying Notes to Financial Statements. |
3
| | | | | | | | | | | | | | | |
CURRY GOLD CORP |
(A DEVELOPMENT STAGE COMPANY) |
CONDENSED STATEMENTS OF OPERATIONS |
(Unaudited) |
| | | | | | | | | | |
| | | | | | | | | | |
| | For the Three Months | | For the Six Months | | September 30, 2009 |
| | Ended May 31, | | Ended May 31, | | (inception) to |
| | 2012 | | 2011 | | 2012 | | 2011 | | May 31, 2012 |
| | | | | | | | | | | | | | | |
Revenue | | $ | - | | $ | - | | $ | - | | $ | - | | $ | - |
| | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | |
General and administrative | | | 1,284 | | | 1,423 | | | 2,214 | | | 2,441 | | | 14,674 |
Professional fees | | | 3,500 | | | 6,000 | | | 12,000 | | | 10,900 | | | 55,394 |
Total operating expenses | | | 4,784 | | | 7,423 | | | 14,214 | | | 13,341 | | | 70,068 |
| | | | | | | | | | | | | | | |
Net operating (loss) | | | (4,784) | | | (7,423) | | | (14,214) | | | (13,341) | | | (70,068) |
| | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | |
Foreign currency gain (loss) | | | - | | | (2) | | | - | | | - | | | (1,055) |
Interest expense | | | (1,367) | | | (815) | | | (2,498) | | | (1,543) | | | (6,794) |
Total other income (expense) | | | (1,367) | | | (817) | | | (2,498) | | | (1,543) | | | (7,849) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Net (loss) | | $ | (6,151) | | $ | (8,240) | | $ | (16,712) | | $ | (14,884) | | $ | (77,917) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Weighted average number of common shares | | | | | | | | | | | | | | | |
outstanding - basic and fully diluted | | | 3,350,000 | | | 3,350,000 | | | 3,350,000 | | | 3,350,000 | | | |
| | | | | | | | | | | | | | | |
Net (loss) per share - basic and fully diluted | | $ | (0.00) | | $ | (0.00) | | $ | (0.00) | | $ | (0.00) | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
See Accompanying Notes to Financial Statements. |
4
| | | | | | | | | | | | | | | |
CURRY GOLD CORP |
(A DEVELOPMENT STAGE COMPANY) |
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | (Deficit) | | |
| | | | | | | | Accumulated | | |
| | | | | | Additional | | During | | Total |
| | Common stock | | Paid-In | | Development | | Stockholders' |
| | Shares | | Amount | | Capital | | Stage | | Equity (Deficit) |
| | | | | | | | | | | | | | |
Common stock issued to founder for cash at $0.001 per share | | 2,000,000 | | $ | 2,000 | | $ | - | | $ | - | | $ | 2,000 |
| | | | | | | | | | | | | | |
Common stock issued to founders for cash at $0.01 per share | | 1,350,000 | | | 1,350 | | | 12,150 | | | - | | | 13,500 |
| | | | | | | | | | | | | | |
Net loss for the year ended November 30, 2009 | | - | | | - | | | - | | | (745) | | | (745) |
| | | | | | | | | | | | | | |
Balance, November 30, 2009 | | 3,350,000 | | | 3,350 | | | 12,150 | | | (745) | | | 14,755 |
| | | | | | | | | | | | | | |
Net loss for the year ended November 30, 2010 | | - | | | - | | | - | | | (33,941) | | | (33,941) |
| | | | | | | | | | | | | | |
Balance, November 30, 2010 | | 3,350,000 | | | 3,350 | | | 12,150 | | | (34,686) | | | (19,186) |
| | | | | | | | | | | | | | |
Net loss for the year ended November 30, 2011 | | - | | | - | | | - | | | (26,519) | | | (26,519) |
| | | | | | | | | | | | | | |
Balance, November 30, 2011 | | 3,350,000 | | | 3,350 | | | 12,150 | | | (61,205) | | | (45,705) |
| | | | | | | | | | | | | | |
Net loss for the six months ended May 31, 2012 (Unaudited) | | - | | | - | | | - | | | (16,712) | | | (16,712) |
| | | | | | | | | | | | | | |
Balance, May 31, 2012 (Unaudited) | | 3,350,000 | | $ | 3,350 | | $ | 12,150 | | $ | (77,917) | | $ | (62,417) |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
See Accompanying Notes to Financial Statements. |
5
| | | | | | | | | |
CURRY GOLD CORP |
(A DEVELOPMENT STAGE COMPANY) |
CONDENSED STATEMENTS OF CASH FLOWS |
(Unaudited) |
| | | | | | |
| | | | | | |
| | For the Six Months | | September 30, 2009 |
| | Ended May 31, | | (inception) to |
| | 2012 | | 2011 | | May 31, 2012 |
| | | | | | | | | |
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | |
Net (loss) | | $ | (16,712) | | $ | (14,884) | | $ | (77,917) |
Adjustments to reconcile net (loss) | | | | | | | | | |
to net cash used in operating activities: | | | | | | | | | |
Decrease (increase) in assets: | | | | | | | | | |
Prepaid expenses | | | 118 | | | (237) | | | - |
Increase (decrease) in liabilities: | | | | | | | | | |
Accounts payable | | | (240) | | | (1,119) | | | 600 |
Accrued expenses | | | 1,720 | | | 1,543 | | | 2,027 |
Accrued expenses, related party | | | 778 | | | - | | | 4,768 |
| | | | | | | | | |
Net cash used in operating activities | | | (14,336) | | | (14,697) | | | (70,522) |
| | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | |
Proceeds from sale of common stock | | | - | | | - | | | 15,500 |
Proceeds from notes payable | | | 15,000 | | | - | | | 21,435 |
Proceeds from note payable, related party | | | - | | | 4,800 | | | 34,353 |
| | | | | | | | | |
Net cash provided by financing activities | | | 15,000 | | | 4,800 | | | 71,288 |
| | | | | | | | | |
NET CHANGE IN CASH | | | 664 | | | (9,897) | | | 766 |
| | | | | | | | | |
CASH AT BEGINNING OF PERIOD | | | 102 | | | 12,094 | | | - |
| | | | | | | | | |
CASH AT END OF PERIOD | | $ | 766 | | $ | 2,197 | | $ | 766 |
| | | | | | | | | |
| | | | | | | | | |
SUPPLEMENTAL INFORMATION: | | | | | | | | | |
Interest paid | | $ | - | | $ | - | | $ | - |
Income taxes paid | | $ | - | | $ | - | | $ | - |
| | | | | | |
| | | | | | | | | |
| | | | | | | | | |
See Accompanying Notes to Financial Statements. |
6
CURRY GOLD CORP
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
Note 1 - Nature of Business and Significant Accounting Policies
Nature of Business
Curry Gold Corp (“the Company”) was incorporated in the state of Nevada on September 30, 2009 (“Inception”). The Company was formed to become an operator and franchisor of fast-casual food catering vans that capitalize on the growing trend of food to go (convenience food) with its Currywurst product, a product native to Germany, and market it through Switzerland and into major metropolitan US cities.
Basis of Presentation
The financial statements included herein, presented in accordance with United States generally accepted accounting principles and is stated in US currency have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.
The Company is considered to be in the development stage as defined by FASB ASC 915-10-05. This standard requires companies to report their operations, shareholders equity and cash flows from inception through the reporting date. The Company will continue to be reported as a development stage entity until, among other factors, revenues are generated from management’s intended operations. Management has provided financial data since inception (September 30, 2009).
The Company has adopted a fiscal year end of November 30th.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the 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. Actual results could differ from those estimates.
Development Stage Policy
The Company has not earned revenue from planned principal operations since inception (insert date of inception). Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth by current authoritative account literature. Among the disclosures required by current accounting literature are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.
Cash and Cash Equivalents
We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Start-Up Costs
The Company accounts for start-up costs, including organization costs, whereby such costs are expensed as incurred.
Stock Based Compensation
Stock-based awards to non-employees are accounted for using the fair value method.
Curry Gold Corp adopted provisions which require that we measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.
7
CURRY GOLD CORP
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
Curry Gold Corp has adopted the “modified prospective” method, which results in no restatement of prior period amounts. This method would apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. Curry Gold Corp will calculate the fair value of options using a Black-Scholes option pricing model. Curry Gold Corp does not currently have any outstanding options subject to future vesting therefore no charge is required for the periods presented. Our method also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, our method required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share. For companies that are using the “modified prospective” method, disclosure of pro forma information for periods prior to adoption must continue to be made.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.
Fair Value of Financial Instruments
Financial instruments consist principally of cash, trade and notes receivables, trade and related party payables and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to significant currency or credit risks arising from these financial instruments.
Revenue Recognition
Revenue is recognized at the time of sale if collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Basic and Diluted Loss per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.
Recent Accounting Pronouncements
In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
8
CURRY GOLD CORP
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
Note 2 - Going Concern
As shown in the accompanying financial statements, the Company has no revenues and has incurred continuous losses from operations, had an accumulated deficit of $77,917 and $61,205 at May 31, 2012 and November 30, 2011, respectively, and a working capital deficit of $62,417 and $45,705 at May 31, 2012 and November 30, 2011, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 3 - Related Party
On October 12, 2009, the Company issued 2,000,000 founder’s shares to the Company’s President at the par value of $0.001 in exchange for proceeds of $2,000.
On October 12, 2009, the Company issued 50,000 founder’s shares to a Director of the Company at $0.01 in exchange for proceeds of $500.
During the month of October, 2009, the Company issued 1,300,000 founder’s shares at the $0.01 in exchange for proceeds of $13,000.
From time to time the officer has loaned the Company money to fund operations. The CEO has advanced the following unsecured demand loans, bearing interest at 10%, to fund operations:
| |
- | On April 8, 2011, the Company received a loan of $4,800 |
- | On September 30, 2010, the Company received a loan of $15,000 |
- | On September 15, 2010, the Company received a loan of $553 |
- | On August 11, 2010, the Company received a loan of $11,000 |
- | On June 28, 2010, the Company received a loan of $3,000 |
Accrued interest of $5,710 on these advances is outstanding as of May 31, 2012.
Note 4 - Fair Value of Financial Instruments
The Company adopted FASB ASC 820-10 upon inception at September 30, 2009. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
9
CURRY GOLD CORP
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
The Company doesn’t have any financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
Note 5 - Notes Payable
Notes payable consists of the following at May 31, 2012 and November 30, 2011:
| | | | | | |
| | May 31, | | November 30, |
| | 2012 | | 2011 |
| | | | | | |
10% unsecured demand loan originating on March 26, 2012 | | $ | 5,000 | | $ | - |
| | | | | | |
10% unsecured demand loan originating on January 17, 2012 | | | 10,000 | | | - |
| | | | | | |
10% unsecured demand loan originating on June 9, 2011 | | | 6,435 | | | 6,435 |
| | | | | | |
Total current maturities of notes payable | | $ | 21,435 | | $ | 6,435 |
The Company has accrued interest of $1,085 and $307 as of May 31, 2012 and November 30, 2010, respectively related to the note payable.
Note 6 - Note Payable, Related Party
Note payable, related party consists of the following at May 31, 2012 and November 30, 2011:
| | | | | | |
| | May 31, | | November 30, |
| | 2012 | | 2011 |
| | | | | | |
10% unsecured demand loan | | $ | 34,353 | | $ | 34,353 |
The Company has accrued interest of $5,710 and $3,990 owed to the Company’s CEO as of May 31, 2012 and November 30, 2011, respectively.
10
CURRY GOLD CORP
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
Note 7 - Stockholders’ Equity
On September 30, 2009, the founders of the Company established 75,000,000 authorized shares of $0.001 par value common stock.
Common Stock
On October 12, 2009, the Company issued 2,000,000 founder’s shares to the Company’s President at the par value of $0.001 in exchange for proceeds of $2,000.
On October 12, 2009, the Company issued 50,000 founder’s shares to a Director of the Company at $0.01 in exchange for proceeds of $500.
During the month of October, 2009, the Company issued 1,300,000 founder’s shares at the $0.01 in exchange for proceeds of $13,000.
Note 8 - Income Taxes
The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.
For the six months ended May 31, 2012 and the year ended November 30, 2011, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. The Company had approximately $77,900 and $61,200 of federal net operating losses at May 31, 2012 and November 30, 2011, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2030.
The components of the Company’s deferred tax asset are as follows:
| | | | | | |
| | May 31, | | November 30, |
| | 2012 | | 2011 |
Deferred tax assets: | | | | | | |
Net operating loss carry forwards | | $ | 27,265 | | $ | 21,420 |
| | | | | | |
Net deferred tax assets before valuation allowance | | | 27,265 | | | 21,420 |
Less: Valuation allowance | | | (27,265) | | | (21,420) |
Net deferred tax assets | | $ | - | | $ | - |
Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at May 31, 2012 and November 30, 2011, respectively.
A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:
| | | | |
| | May 31, | | November 30, |
| | 2012 | | 2011 |
| | | | |
Federal and state statutory rate | | 35% | | 35% |
Change in valuation allowance on deferred tax assets | | (35%) | | (35%) |
11
CURRY GOLD CORP
(A Development Stage Company)
Notes to Condensed Financial Statements
(Unaudited)
In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions as of any date on or before May 31, 2012.
Note 9 - Subsequent Events
On July 5, 2012, Soenke Timm sold 2,000,000 shares of the common stock, $0.001 par value per share, of the Company (the “Shares”), representing sixty percent (60%) of the issued and outstanding shares of common stock, to Daniel M. Ferris. Mr. Timm owned no shares of common stock of the Company after the sale to Mr. Ferris. As a result of the stock transfer, Mr. Ferris will have sufficient ownership to elect all of the members of our Board of Directors.
At the time of the sale of the Shares, Mr. Timm was the sole director and officer of the Company. Mr. Timm resigned as an officer of the Company effective July 6, 2012. Also effective July 6, 2012, Mr. Timm, as sole director acting by written consent without a special meeting, appointed Mr. Ferris to serve as President, Treasurer and Secretary of the Company.
The Company filed an Information Statement on Schedule 14f-1 on July 6, 2012, and mailed the Information Statement to its shareholders of record. The Schedule 14f-1 disclosed an anticipated change in the composition of the Board of Directors. After the expiration of ten (10) days from the date of filing, Mr. Ferris intends to execute a written consent in lieu of a special meeting of the stockholders of the Company that will appoint Mr. Ferris as a director of the Company. Mr. Timm and Mr. Ferris have agreed that the Board of Directors will then adopt an amendment to the Bylaws of the Company that will allow the Board of Directors to be composed of only one (1) director. Mr. Timm’s resignation as a director of the Company will be accepted immediately after the amendment to the Bylaws has been adopted. Mr. Ferris will serve as a director until the next annual meeting of the stockholders, or his earlier resignation or removal.
In connection with the sale of the Shares, Mr. Timm forgave the debt owed to him by the Company in the amount of $40,063 (including principal of $34,353 and interest of $5,710), plus any additional accrued but unpaid interest on the principal advanced to the Company. In addition, the holder of the Note referenced in Note 5 to these financial statements has certified that the Company owes no principal and interest due under the Note.
12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW AND OUTLOOK
Overview
Curry Gold Corp. was incorporated in the State of Nevada on September 30, 2009. The Company was originally formed to become an operator and franchisor of fast-casual food catering vans that capitalize on the growing trend of food to go (convenience food) with its Currywurst product, a product native to Germany, and market it through Switzerland and into major metropolitan U.S. cities. However, we are a development stage company and have not significantly commenced any operations. Our operations to date were devoted primarily to startup and development activities.
On July 5, 2012, Soenke Timm, the Company’s sole director, officer and principal shareholder, sold 2,000,000 shares of the common stock, $0.001 par value per share, of the Company (the “Shares”), representing sixty percent (60%) of the issued and outstanding shares of common stock, to Daniel M. Ferris. Mr. Ferris bought the Shares for cash consideration of $50,000, pursuant to a stock purchase agreement. The stock transfer by Mr. Timm to Mr. Ferris is referred to herein as the “Stock Transfer”. Mr. Timm owned no shares of common stock of the Company after the Stock Transfer. As a result of the Stock Transfer, Mr. Ferris will have sufficient ownership to elect all of the members of our Board of Directors.
Immediately prior to the Stock Transfer, Mr. Timm was the sole director and officer of the Company. Mr. Timm resigned as an officer of the Company in all capacities effective July 6, 2012. Also effective July 6, 2012, Mr. Timm, as sole director acting by written consent without a special meeting, appointed Mr. Ferris to serve as President, Treasurer and Secretary of the Company. Mr. Ferris will serve as an officer of the Company until his resignation or removal.
The Company filed an Information Statement on Schedule 14f-1 on July 6, 2012, and mailed the Information Statement to its shareholders of record. The Schedule 14f-1 disclosed an anticipated change in the composition of the Board of Directors. After the expiration of ten (10) days from the date of filing, Mr. Ferris intends to execute a written consent in lieu of a special meeting of the stockholders of the Company that will appoint Mr. Ferris as a director of the Company. Mr. Timm and Mr. Ferris have agreed that the Board of Directors will then adopt an amendment to the Bylaws of the Company that will allow the Board of Directors to be composed of only one (1) director. Mr. Timm’s resignation as a director of the Company will be accepted immediately after the amendment to the Bylaws has been adopted. Mr. Ferris will serve as a director until the next annual meeting of the stockholders, or his earlier resignation or removal.
After the Stock Transfer and the anticipated change in the composition of our Board of Directors, the Company will abandon its plans to enter into the catering van business and instead will evaluate alternative business opportunities. Mr. Ferris, the Company’s President, is in the process of identifying alternatives in several industries, but the Company has not entered into any agreements regarding any such business opportunities at the date of this filing.
The Company leases an administrative office located at 200 S. Virginia Street, 8th Floor, Reno, Nevada 89501. Our telephone number is (775) 398-3092. Our fiscal year end is November 30.
In order for us to commence substantive operations, we will require additional capital. It was our expectation that registration with the Securities and Exchange Commission and subsequent public listing of our common stock might facilitate our efforts in attracting additional capital. Thus far we have been unsuccessful in obtaining additional financing despite our efforts.
Since the Company’s inception on September 30, 2009 to May 31, 2012, we have not generated any substantive revenues and have incurred a cumulative net loss of $77,917.
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Results of Operations for the Three Months Ended May 31, 2012 and 2011:
The following table summarizes selected items from the statement of operations for the three month periods ended May 31, 2012 and 2011.
| | | | | | | | |
| For the Three Months Ended | | |
| May 31, | | May 31, | | Increase / |
| 2012 | | 2011 | | (Decrease) |
Revenue | $ | - | | $ | - | | $ | - |
| | | | | | | | |
General and administrative | | 1,280 | | | 1,423 | | | (143) |
Professional fees | | 3,500 | | | 6,000 | | | (2,500) |
Total Operating Expenses | | 4,780 | | | 7,423 | | | (2,643) |
| | | | | | | | |
Net Operating (Loss) | | (4,780) | | | (7,423) | | | 2,643 |
| | | | | | | | |
Total other income (expense) | | (1,370) | | | (817) | | | 553 |
| | | | | | | | |
Net (Loss) | $ | (6,150) | | $ | (8,240) | | $ | (2,090) |
Revenue
We are a development stage company and had no revenue to recognize during the three months ended May 31, 2012 and 2011. As such, there were no comparative revenues.
General and administrative expenses
General and administrative expenses were $1,280 for the three months ended May 31, 2012 compared to $1,423 for the three months ended May 31, 2011, a decrease of $143, or 10%. Our general and administrative expenses consisted of bank fees, postage and delivery and stock services expenses. The decrease in our general and administrative expenses was primarily due to reduced bank service charges incurred in the three months ended May 31, 2012 compared to the same period ending May 31, 2011.
Professional fees
Professional fees were $3,500 for the three months ended May 31, 2012 compared to $6,000 for the three months ended May 31, 2011, a decrease of $2,500, or 41.7%. The decrease in our professional fees was a result of decreased professional fees incurred in the three months ended May 31, 2012 related to decreased fees for our year-end audit and preparation of form 10-K compared to the three months ended May 31, 2011.
Net operating loss
The net operating loss for the three months ended May 31, 2012 was $4,780, or ($0.00) per share, compared to a net operating loss of $7,423, or ($0.00) per share for the three months ended May 31, 2011, a decrease of $2,643, or 35.6%. Our net operating loss decreased primarily as a result of decreased professional fees incurred in the three months ended May 31, 2012 related to decreased fees for our year-end audit and preparation of form 10-K compared to the three months ended May 31, 2011.
Other expenses
Other expenses were $1,370 for the three months ended May 31, 2012 compared to $817 for the three months ended May 31, 2011, an increase of $553, or 67.7%. The increase in other expenses was a result of increased interest expenses accrued on short term loans in the three months ended May 31, 2012 as we increased our cumulative debt financing compared to the three months ended May 31, 2011.
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Net loss
The net loss for the three months ended May 31, 2012 was $6,150, or ($0.00) per share, compared to a net loss of $8,240, or ($0.00) per share for the three months ended May 31, 2011, a decrease of $2,090, or 25.4%. Our net loss decreased primarily as a result of decreased professional fees incurred in the three months ended May 31, 2012 related to decreased fees for our year-end audit and preparation of form 10-K compared to the three months ended May 31, 2011.
Results of Operations for the Six Months Ended May 31, 2012 and 2011:
The following table summarizes selected items from the statement of operations for the six month periods ended May 31, 2012 and 2011.
| | | | | | | | |
| For the Six Months Ended | | |
| May 31, | | May 31, | | Increase / |
| 2012 | | 2011 | | (Decrease) |
Revenue | $ | - | | $ | - | | $ | - |
| | | | | | | | |
General and administrative | | 2,211 | | | 2,441 | | | (230) |
Professional fees | | 12,000 | | | 10,900 | | | 1,100 |
Total Operating Expenses | | 14,211 | | | 13,341 | | | 870 |
| | | | | | | | |
Net Operating (Loss) | | (14,211) | | | (13,341) | | | 870 |
| | | | | | | | |
Total other income (expense) | | (2,501) | | | (1,543) | | | 958 |
| | | | | | | | |
Net (Loss) | $ | (16,712) | | $ | (14,884) | | $ | 1,828 |
Revenue
We are a development stage company and had no revenue to recognize during the six months ended May 31, 2012 and 2011. As such, there were no comparative revenues.
General and administrative expenses
General and administrative expenses were $2,211 for the six months ended May, 2012 compared to $2,441 for the six months ended May 31, 2011, a decrease of $230, or 9.4%. Our general and administrative expenses consisted of bank fees, postage and delivery and stock services expenses. The decrease in our general and administrative expenses was primarily due to reduced bank service charges incurred in the six months ended May 31, 2012 compared to the same period ending May 31, 2011.
Professional fees
Professional fees were $12,000 for the six months ended May 31, 2012 compared to $10,900 for the six months ended May 31, 2011, an increase of $1,100, or 10.1%. The increase in our professional fees was a result of increased professional fees incurred in the six months ended May 31, 2012 related to increased fees for the preparation of our SEC filings compared to the six months ended May 31, 2011.
Net operating loss
The net operating loss for the six months ended May 31, 2012 was $14,211, or ($0.00) per share, compared to a net operating loss of $13,341, or ($0.00) per share for the six months ended May 31, 2011, an increase of $870, or 6.5%. Our net operating loss increased primarily as a result of increased professional fees incurred in the six months ended May 31, 2012 related to increased fees for the preparation of our SEC filings compared to the six months ended May 31, 2011.
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Other expenses
Other expenses were $2,501 for the six months ended May 31, 2012 compared to $1,543 for the six months ended May 31, 2011, an increase of $958, or 62.1%. The increase in other expenses was a result of increased interest expenses accrued on short term loans in the six months ended May 31, 2012 as we increased our debt financing compared to the six months ended May 31, 2011.
Net loss
The net loss for the six months ended May 31, 2012 was $16,712, or ($0.00) per share, compared to a net loss of $14,884, or ($0.00) per share for the six months ended May 31, 2011, an increase of $1,828, or 12.3%. Our net loss increased primarily as a result of increased professional fees incurred in the six months ended May 31, 2012 related to increased fees for the preparation of our SEC filings compared to the six months ended May 31, 2011.
Liquidity and Capital Resources
The following table summarizes total assets, accumulated deficit, stockholders’ equity (deficit) and working capital at May 31, 2012 compared to November 30, 2011.
| | | | | | |
| | May 31, | | November 30, |
| | 2012 | | 2011 |
Total Assets | | $ | 766 | | $ | 220 |
| | | | | | |
Accumulated (Deficit) | | $ | (77,917) | | $ | (61,205) |
| | | | | | |
Stockholders’ Equity (Deficit) | | $ | (62,417) | | $ | (45,705) |
| | | | | | |
Working Capital (Deficit) | | $ | (62,417) | | $ | (45,705) |
At May 31, 2012, we had total assets of $766, consisting solely of cash. We have implemented financial controls in the business to ensure each expense is warranted and needed.
While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development of alternative revenue sources. As of May 31, 2012, we had a working capital deficit of $62,417. Our poor financial condition raises substantial doubt about our ability to continue as a going concern and we have incurred losses since inception and may incur future losses. In the past, we have conducted private placements of equity shares and we received $34,353 in proceeds from short term loans provided by our CEO, as well as $21,435 in non-related party short term loans. The holders of those loans agreed to forgive or cancel the loans in connection with the Stock Transfer. However, the Company must identify alternative sources of financing.
Should we not be able to continue to secure additional financing when needed, we may not be able to develop or implement a business plan, or commence operations, any of which would have a material adverse effect on the Company. Our ability to commence operations is subject to attaining adequate financing.
We anticipate that our operational and general and administrative expenses for the next twelve months will total approximately $100,000. If sufficient financing is received, we may add additional personnel. However, we do not intend to increase our staff until such time as we can raise the capital or generate revenues to support the additional costs. At this time, we have not identified a business opportunity that we intend to pursue, developed a business plan, or entered into any agreements regarding business opportunities. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.
Satisfaction of our cash obligations for the next 12 months.
As of May 31, 2012, our cash balance was $766. Our plan for satisfying our cash requirements for the next twelve months is through private placements of shares of our common stock, third party financing, and/or traditional bank financing. We do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to secure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.
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Going concern.
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. We incurred continuous losses from operations, had an accumulated deficit of $77,917 and $61,205 at May 31, 2012 and November 30, 2011, respectively, and a working capital deficit of $62,417 and $45,705 at May 31, 2012 and November 30, 2011, respectively. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.
Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.
Summary of product and research and development that we will perform for the term of our plan.
We are not anticipating significant research and development expenditures in the near future.
Expected purchase or sale of plant and significant equipment.
We do not anticipate the purchase or sale of any plant or significant equipment as such items are not required by us at this time.
Significant changes in the number of employees.
As of May 31, 2012, we had no employees, other than our non-paid CEO, Soenke Timm. Currently, there are no organized labor agreements or union agreements and we do not anticipate any in the future.
If sufficient financing is received, we may add personnel. However, we do not intend to increase our staff until such time as we can raise the capital or generate revenues to support the additional costs.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that are material to investors.
Recently Issued Accounting Standards
In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.
In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.
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Item 3. Quantitative and Qualitative Disclosure About Market Risk.
This item in not applicable as we are currently considered a smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s officers and directors, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, in consideration of the fact that the Company has no employees besides the President, the President concluded that the Company’s disclosure controls and procedures are not effective at November 30, 2011, or May 31, 2012. Through the use of external consultants, the Company believes that the financial statements and the other information presented herewith are not materially misstated.
Management’s Report on Internal Controls over Financial Reporting
We carried out an evaluation of the effectiveness of our disclosure controls and procedures as of May 31, 2012 (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods.
The Company’s officers and directors do not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended May 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II- OTHER INFORMATION
Item 1. Legal Proceedings
There are no known legal proceedings pending or threatened against us.
Item 2. Unregistered sales of Equity securities and Use of Proceeds
There have been no sales of unregistered equity securities.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits
| | |
Exhibit | | Description |
| | |
31.1 | | Section 302 Certification of Chief Executive Officer |
31.2 | | Section 302 Certification of Chief Financial Officer |
32.1 | | Section 906 Certification of Chief Executive Officer |
32.2 | | Section 906 Certification of Chief Financial Officer |
101.INS | | XBRL Instance Document |
101.SCH | | XBRL Schema Document |
101.CAL | | XBRL Calculation Linkbase Document |
101.DEF | | XBRL Definition Linkbase Document |
101.LAB | | XBRL Labels Linkbase Document |
101.PRE | | XBRL Presentation Linkbase Document |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CURRY GOLD CORP
| |
By: | /s/ Daniel M. Ferris |
| Daniel M. Ferris |
| President, Treasurer, and Secretary |
| Dated: July 12, 2012 |
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