Attached files
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q
|
Mark
One
[
X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE
ACT OF 1934
For
the period ended February 28, 2010
[ ] 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: 0-53011
KURRANT MOBILE CATERING, INC.
(Name
of small business issuer in its charter)
|
|
|
|
Colorado
(State
or other jurisdiction of incorporation
or
organization)
|
26-1559350
I.R.S.
Employer Identification No.)
|
|
|
8600 Decarie, Suite 200
Montreal, Quebec, Canada H4P
2N2
(Address
of principal executive offices)
|
|
|
|
(858) 531 5723
(Issuer’s
telephone number)
|
|
|
|
Securities
registered pursuant to Section
12(b)
of the Act:
|
Name
of each exchange on which
registered:
|
None
|
|
|
|
Securities
registered pursuant to Section 12(g) of the Act:
|
|
Common Stock, $0.001 par
value
|
|
(Title
of Class)
|
Indicate
by checkmark whether the issuer: (1) has 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[ ]
1
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files.
Yes [X
] No[ ]
Indicate
by check mark whether the registrant is a large accelerated filed, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
Large
accelerated filer
[ ] Accelerated
filer [ ]
Non-accelerated
filer
[ ] Smaller
reporting company [X]
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes [ ] No [X]
Applicable Only to Issuer Involved in
Bankruptcy Proceedings During the Preceding Five Years.
N/A
Indicate
by checkmark whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by a court. Yes
[ ] No [ ]
Applicable
Only to Corporate Registrants
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the most practicable date:
Class
|
Outstanding
as of April 13, 2010
|
Common
Stock, $0.001 par value
|
1,404,254
|
Transitional
Small Business Disclosure Format (Check one): Yes [ ] No
[X]
2
KURRANT
MOBILE CATERING, INC.
FORM
10-Q
Part
I.
|
FINANCIAL
INFORMATION
|
|
Item
1.
|
Financial Statements
|
|
|
Balance
Sheets
|
|
|
Statements
of Operations (unaudited)
|
|
Statements
of Cash Flows (unaudited)
|
||
Notes
to Financial Statements (unaudited)
|
||
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
|
|
||
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
|
|
||
Item
4.
|
Controls
and Procedures
|
|
Part
II.
|
OTHER
INFORMATION
|
|
|
||
Item
1.
|
Legal
Proceedings
|
|
|
||
Item
1A.
|
Risk
Factors
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
|
|
||
Item
4
|
Submission
of Matters to a Vote of Security Holders
|
|
Item
5.
|
Other
Information
|
|
|
||
Item
6.
|
Exhibits
|
|
|
3
PART
I. FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
KURRANT
MOBILE CATERING, INC.
FINANCIAL
STATEMENTS
FEBRUARY
28, 2010
(Unaudited)
4
KURRANT
MOBILE CATERING, INC.
|
||||||||
(A
Development Stage Company)
|
||||||||
BALANCE
SHEETS
|
||||||||
Feb.
28, 2010
|
||||||||
Nov.
30, 2009
|
(Unaudited)
|
|||||||
ASSETS
|
||||||||
Current
assets
|
||||||||
Cash
|
$ | 376 | $ | 244 | ||||
Total
current assets
|
376 | 244 | ||||||
Total
Assets
|
$ | 376 | $ | 244 | ||||
LIABILITIES
&
|
||||||||
STOCKHOLDERS'
EQUITY
|
||||||||
Current
liabilities
|
||||||||
Accrued
payables
|
$ | 9,141 | $ | 11,392 | ||||
Notes
payable - related parties
|
36,150 | 36,150 | ||||||
Notes
payable
|
14,760 | 14,760 | ||||||
Total
current liabilties
|
60,051 | 62,302 | ||||||
Total
Liabilities
|
60,051 | 62,302 | ||||||
Stockholders'
Equity
|
||||||||
Preferred
stock, $.01 par value;
|
||||||||
1,000,000
shares authorized;
|
||||||||
no
shares issued and outstanding
|
- | - | ||||||
Common
stock, $.001 par value;
|
||||||||
50,000,000
shares authorized;
|
||||||||
1,404,254
shares issued
|
||||||||
and
outstanding
|
1,405 | 1,405 | ||||||
Additional
paid in capital
|
4,108 | 4,108 | ||||||
Deficit
accumulated during the dev. stage
|
(65,188 | ) | (67,571 | ) | ||||
Total
Stockholders' Equity
|
(59,675 | ) | (62,058 | ) | ||||
Total
Liabilities and Stockholders' Equity
|
$ | 376 | $ | 244 | ||||
5
6
KURRANT MOBILE CATERING, INC. |
|
|||||||||||
(A
Development Stage Company)
|
|
|||||||||||
STATEMENTS OF OPERATIONS |
|
|||||||||||
(Unaudited) |
|
|||||||||||
Period
From
|
||||||||||||
Oct.
15, 2007
|
||||||||||||
Three
Months
|
Three
Months
|
(Inception)
|
||||||||||
Ended
|
Ended
|
Through
|
||||||||||
Feb.
28, 2009
|
Feb.
28, 2010
|
Feb.
28, 2010
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
Operating
expenses:
|
||||||||||||
Depreciation
|
- | - | - | |||||||||
General
and administrative
|
271 | 132 | 55,706 | |||||||||
271 | 132 | 55,706 | ||||||||||
Gain
(loss) from operations
|
(271 | ) | (132 | ) | (55,706 | ) | ||||||
Other
income (expense):
|
||||||||||||
Interest
expense
|
(2,067 | ) | (2,251 | ) | (11,865 | ) | ||||||
Income
(loss) before
|
||||||||||||
provision
for income taxes
|
(2,338 | ) | (2,383 | ) | (67,571 | ) | ||||||
Provision
for income tax
|
- | - | - | |||||||||
Net
income (loss)
|
$ | (2,338 | ) | $ | (2,383 | ) | $ | (67,571 | ) | |||
Net
income (loss) per share
|
||||||||||||
(Basic
and fully diluted)
|
$ | - | $ | - | ||||||||
Weighted
average number of
|
||||||||||||
common
shares outstanding
|
1,404,254 | 1,404,254 | ||||||||||
7
|
||||||||||||
KURRANT MOBILE CATERING, INC. | ||||||||||||
(A Development Stage Company) | ||||||||||||
STATEMENTS OF CASH FLOWS | ||||||||||||
(Unaudited) | ||||||||||||
Period
From
|
||||||||||||
Oct.
15, 2007
|
||||||||||||
Three
Months
|
Three
Months
|
(Inception)
|
||||||||||
Ended
|
Ended
|
Through
|
||||||||||
Feb.
28, 2009
|
Feb.
28, 2010
|
Feb.
28, 2010
|
||||||||||
Cash
Flows From Operating Activities:
|
||||||||||||
Net
income (loss)
|
$ | (2,338 | ) | $ | (2,383 | ) | $ | (67,571 | ) | |||
Adjustments
to reconcile net loss to
|
||||||||||||
net
cash provided by (used for)
|
||||||||||||
operating
activities:
|
||||||||||||
Depreciation
|
- | - | - | |||||||||
Accrued
payables & Expense
|
2,067 | 2,251 | 13,652 | |||||||||
Compensatory
stock issuances
|
- | - | 2,000 | |||||||||
Compensatory
warrant issuances
|
- | - | 3,375 | |||||||||
Net
cash provided by (used for)
|
||||||||||||
operating
activities
|
(271 | ) | (132 | ) | (48,544 | ) | ||||||
Cash
Flows From Investing Activities:
|
||||||||||||
- | - | - | ||||||||||
Net
cash provided by (used for)
|
||||||||||||
investing
activities
|
- | - | - | |||||||||
Cash
Flows From Financing Activities:
|
||||||||||||
Notes
payable - borrowings
|
- | - | 48,650 | |||||||||
Warrant
exercises
|
- | - | 138 | |||||||||
Net
cash provided by (used for)
|
||||||||||||
financing
activities
|
- | - | 48,788 | |||||||||
Net
Increase (Decrease) In Cash
|
(271 | ) | (132 | ) | 244 | |||||||
Cash
At The Beginning Of The Period
|
582 | 376 | - | |||||||||
Cash
At The End Of The Period
|
$ | 311 | $ | 244 | $ | 244 | ||||||
Schedule
Of Non-Cash Investing And Financing Activities
|
||||||||||||
None
|
||||||||||||
Supplemental
Disclosure
|
||||||||||||
Cash
paid for interest
|
$ | - | $ | - | $ | - | ||||||
Cash
paid for income taxes
|
$ | - | $ | - | $ | - |
8
9
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
Kurrant
Mobile Catering, Inc. (the “Company”), was incorporated in the State of Colorado
on October 15, 2007. The Company was originally a wholly-owned subsidiary of
Kurrant Food Enterprises, Inc. (“KRTF”). On November 30, 2007, the directors of
KRTF approved, subject to the effectiveness of a registration with the
Securities and Exchange Commission, the spin-off of the Company to KRTF
shareholders of record on January 10, 2008 on a pro rata basis. The Company was
formed to provide mobile catering services to individuals, businesses and other
organizations.
Effective
February 10, 2010, certain of our selling shareholders (collectively, the
“Sellers”) and Tony Khoury (the “Purchaser”) entered into those
certain common stock purchase agreements (collectively, the “Purchase
Agreements”) for the purchase of an aggregate 1,040,000 shares of our common
stock. In accordance with the terms and provisions of the Purchase Agreement,
the Sellers sold an aggregate of 1,040,000 shares of our common stock, par value
$0.001 (the “Common Stock”). In further accordance with the terms and provisions
of the Purchase Agreement, the funds were escrowed and released accordingly upon
closing of the Purchase Agreements. Based on the change of control, our planned
future business operations may involve providing commercial and retail
telecommunications services and products utilizing the newest technology in
Voice-Over-Internet-Protocol telephony (“VOIP”). Our products and services will
be tailored to the evolving condition and demands of these markets, with an
offering that includes wholesale carrier services and retail prepaid wireline
and wireless. As of the date of this Quarterly Report, however, we are in
negotiations with a Montreal based company that develops and manufactures
innovative dog treats. The Montreal based company is dedicated towards
developing innovating treats to support and improve a pet’s health and the human
to pet relationship. It currently has a flagship product and intends to develop
an extensive line of products to meet the growing needs of pets, owners,
retailers and veterinarians.
We have
been in the development stage since our formation and have not yet realized any
revenues from our planned operations. As a result of our Company being in the
development stage, the aforementioned purchase and sale that resulted in a
change in control, was not accounted for as a business combination.
Basis of
Presentation
The
accompanying unaudited interim financial statements have been prepared in
accordance with the instructions to Form 10-QSB and do not include all of the
information and disclosures required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
audited financial statements and notes thereto contained in the Company’s latest
Annual Report filed with the Securities and Exchange Commission on Form 10-K for
the year ended November 30, 2009. All adjustments which are, in the opinion of
management, necessary for a fair presentation of the results of operations for
the interim periods have been made and are of a recurring nature unless
otherwise disclosed herein. The results of operations for such interim periods
are not necessarily indicative of operations for a full year.
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Income
Tax
An asset
and liability approach is used for financial accounting and reporting for income
taxes. Deferred income taxes arise from temporary differences between income tax
and financial reporting and principally relate to recognition of revenue and
expenses in different periods for financial and tax accounting purposes and are
measured using currently enacted tax rates and laws. In addition, a deferred tax
asset can be generated by net operating loss carryforwards (“NOLs”). If it is
more likely than not that some portion or all of a deferred tax asset will not
be realized, a valuation allowance is recognized.
10
KURRANT
MOBILE CATERING, INC.
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
NOTE
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: -
CONTINUED
Basic and Diluted Net Income
(Loss) Per Share
The net
income (loss) per share is computed by dividing the net income (loss) by the
weighted average number of shares of common stock outstanding. Warrants, stock
options, and common stock issuable upon the conversion of the Company's stock
(if any), are not included in the computation if the effect would be
anti-dilutive and would increase the earnings or decrease loss per share. Common
stock equivalents from the conversion of the notes payable and warrants were
excluded from the diluted weighted average shares calculation as they would be
anti-dilutive.
Stock-Based
Compensation
Equity
instruments issued to employees for services are recorded based on the fair
value of the instrument issued and those issued to non-employees are recorded
based on the fair value of the consideration received or the fair value of the
equity instrument, whichever is more reliably measurable.
Recent Accounting
Pronouncement
No recent
accounting pronouncements issued or recently adopted are expected to a have a
material impact on the Company’s consolidated financial position, operations or
cash flows.
NOTE 2. LIQUIDITY
AND GOING CONCERN
These
financial statements have been prepared on a going concern basis, which implies
Kurrant Mobile Catering will continue to meet its obligations and continue its
operations for the next fiscal year. Realization value may be substantially
different from carrying values as shown and these financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
Kurrant Mobile Catering be unable to continue as a going concern. At February
28, 2010, the Company's working capital deficit was approximately $67,000 and
the accumulated deficit during the development stage totals approximately
$72,600. The continuation of Kurrant Mobile Catering as a going concern is
dependent upon the continued financial support from its shareholders, the
ability of Kurrant Mobile Catering to obtain necessary equity financing to
continue operations, and the attainment of profitable operations. These factors
raise substantial doubt regarding Kurrant Mobile Catering’s ability
to continue as a going concern.
11
KURRANT
MOBILE CATERING, INC.
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
NOTE 3.
RELATED PARTY TRANSACTIONS
As of
November 30, 2009, the Company owed a family member of the former CEO $36,150,
under a convertible note payable. Furthermore, as of February 28, 2010 the total
amount of the loan used, not including accrued interest was $36,150 and has been
assigned to a third party.
As of
February 28, 2010, the Company owes the CEO $5,000, for expenses paid on behalf
of the Company.
The
Company has a verbal agreement for a month-to-month lease on its office at 8600
Decarie, Suite 200 Montreal, Quebec, Canada H4P 2N2. This office is leased from
the CEO.Neither the Company nor the CEO pays rent for this office space; as
such, no amount of rent expense has been recorded for the three months ended
February 28, 2010.
NOTE 4.
SUBSEQUENT EVENTS
In
connection with preparing the accompanying unaudited financial statements as of
February 28, 2010 and for the three month period ended February 28, 2010,
management evaluated subsequent events through the date that the financial
statements were issued (filed with the SEC).
On March
1, 21010, third party notes payable were repaid in the amount of
$8,856.
On March
3, 2010, the Company amended its articles of incorporation to increase the
aggregate number of authorized common shares from 50,000,000 to 250,000,000. The
Company retained the par value of $0.001.
12
FORWARD
LOOKING STATEMENTS
Statements
made in this Form 10-Q that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate," or "continue," or the negative thereof. We intend
that such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.
Available
Information
Kurrant
Mobile Catering, Inc. files annual, quarterly, current reports, proxy
statements, and other information with the Securities and Exchange Commission
(the “Commission”). You may read and copy documents referred to in this
Quarterly Report on Form 10-Q that have been filed with the Commission at the
Commission’s Public Reference Room, 450 Fifth Street, N.W., Washington,
D.C. You may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. You can also obtain
copies of our Commission filings by going to the Commission’s website at
http://www.sec.gov.
All
references in this Quarterly Report on Form 10-Q to the terms “we,” “our,” “us,”
and the “Company” refer to Kurrant Mobile Catering, Inc.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
GENERAL
Kurrant
Mobile Catering, Inc. was organized under the laws of the State of Colorado on
October 15, 2007. We were the wholly-owned subsidiary of Kurrant Food
Enterprises Inc. (“KRTF”). On approximately November 30, 2007, the board of
directors of KRTF approved our spin-off to the shareholders of record of KRTF on
a pro-rata basis as of January 10, 2008, subject to the effectiveness of a
registration statement with the Securities and Exchange
Commission. Since KRTF’s business was related to our activities, the
directors of KRTF decided it was in the best interest of KRTF and us and the
shareholders of KRTF to effectuate our spin-off to minimize any potential
conflict of interest. Therefore, our shares of common stock were distributed to
the shareholders of KRTF on approximately February 12, 2008.
13
Common
Stock Purchase Agreement
Effective
February 10, 2010, certain of our selling shareholders (collectively, the
“Sellers”) and Tony Khoury (the “Purchaser”) entered into those
certain common stock purchase agreements (collectively, the “Purchase
Agreements”) for the purchase of an aggregate 1,040,000 shares of our common
stock. In accordance with the terms and provisions of the Purchase Agreement,
the Sellers sold an aggregate of 1,040,000 shares of our common stock, par value
$0.001 (the “Common Stock”). In further accordance with the terms and provisions
of the Purchase Agreement, the funds were escrowed and released accordingly upon
closing of the Purchase Agreements.
We have
been in the development stage since our formation and have not yet realized any
revenues from our planned operations.
Amendment
to Articles of Incorporation
Effective
March 3, 2010, we filed an amendment to our articles of incorporation with the
Colorado Secretary of State to increase our authorized capital structure to two
hundred fifty million (250,000,000) shares of common stock, par value $0.001(the
“Amendment”). The Board of Directors and the shareholders holding a majority of
the total issued and outstanding shares of common stock approved the Amendment
in accordance with written consent resolutions dated February 22,
2010.
CURRENT
BUSINESS OPERATIONS
Based on
the change of control, our planned future business operations may involve
providing commercial and retail telecommunications services and products
utilizing the newest technology in Voice-Over-Internet-Protocol telephony
(“VOIP”). Our products and services will be tailored to the evolving condition
and demands of these markets, with an offering that includes wholesale carrier
services and retail prepaid wireline and wireless. By fostering internal
synergies between its different operating divisions and exploiting inherent cost
savings, current management believes that we are positioning ourselves to become
a leading player in the emerging VOIP segment.
PROPOSED
FUTURE BUSINESS OPERATIONS
As of the
date of this Quarterly Report, however, we are in negotiations with a Montreal
based company that develops and manufactures innovative dog treats. The company
is dedicated towards developing innovating treats to support and improve a pet’s
health and the human to pet relationship. It currently has a flagship product
and intends to develop an extensive line of products to meet the growing needs
of pets, owners, retailers and veterinarians large manufacturing company. We
anticipate the successful consummation of a contractual relationship with this
company within the next fiscal quarter.
RESULTS
OF OPERATION
Three
Month Period Ended February 28, 2010 Compared to Three Month Period Ended
February 28, 2009.
14
The
summarized financial data set forth in the tables below and discussed in this
section should be read in conjunction with our financial statements and related
notes for the three month period ended February 28, 2010 and February 28, 2009,
which financial statements are included elsewhere in this Quarterly
Report.
Three
Month
Period
Ended February 28, 2010
|
Three
Month
Period
Ended
February
28, 2009
|
Inception
(October 15, 2007)
to
February 28, 2010
|
||||||||||
Revenue
|
-0- | -0- | -0- | |||||||||
Operating
Expenses
|
||||||||||||
Depreciation
|
-0- | -0- | -0- | |||||||||
General
and administrative
|
132 | 271 | 55,706 | |||||||||
Gain
(loss) from operations
|
$ | (132 | ) | $ | (271 | ) | $ | (55,706 | ) | |||
Other
Income (Expense)
|
||||||||||||
Interest
expense
|
(2,251 | ) | (2,067 | ) | (11,865 | ) | ||||||
Net
gain on settlements
|
-0- | -0- | 5,068,810 | |||||||||
Net
Loss
|
$ | (2,383 | ) | $ | (2,338 | ) | $ | (67,571 | ) |
Our net
loss during the three month period ended February 28, 2010 was approximately
($2,383) compared to a net loss of ($2,338) for the three month period ended
February 28, 2009 (an increase of $45).
During
the three month period ended February 28, 2010 and February 28, 2009,
respectively, we did not generate any revenue. During the three month period
ended February 28, 2010, we incurred operating expenses in the aggregate amount
of $132 compared to $271 incurred during the three month period ended February
28, 2009 (a decrease of $139). The operating expenses incurred during the three
month period ended February 28, 2010 consisted of general and administrative of
$132 (2009: $271). General and administrative expenses generally include
corporate overhead, financial and administrative contracted services, marketing
and consulting costs.
The
incurrence of general and administrative expenses resulted in a loss from
operations of ($132) during the three month period ended February 28, 2010
compared to a loss from operations of ($4271) during the three month period
ended February 28, 2009. Loss from operations was further increased by the
recording of interest expense of $2,251 (2009: $2,067). This resulted in a net
loss of ($2,383) or ($0.00) per share during the three month period ended
February 28, 2010 compared to a net loss of ($2,338) or ($0.00) during the three
month period ended February 28, 2009. The weighted average number of shares
outstanding was 1,404,254 at February 28, 2010 and at February 28, 2009,
respectively.
LIQUIDITY
AND CAPITAL RESOURCES
Three
Month Period Ended February 28, 2010
15
Our
financial statements have been prepared assuming that we will continue as a
going concern and, accordingly, do not include adjustments relating to the
recoverability and realization of assets and classification of liabilities that
might be necessary should we be unable to continue in operation.
As at
February 28, 2010, our current assets were $244 and our current liabilities were
$62,302, resulting in a working capital deficit of $62,058. As at February 28,
2010, our total assets were $244 compared to total assets of $376 at November
30, 2009. Total assets as at February 28, 2010 consisted of $244 in cash. As at
February 28, 2010, our current liabilities were $62,302 compared to current
liabilities of $60,051 as at November 30, 2009. Our current liabilities
consisted of: (i) $11,392 in accrued payables; (ii) $36,150 in notes payable –
related parties; and (iii) $14,760 in notes payable. The slight increase in
current liabilities was primarily due to the increase in accrued
payables.
Stockholders’
deficit increased from ($59,676) as at November 30, 2009M to ($62,058) as at
February 28, 2010.
We have
not generated positive cash flows from operating activities. For the three month
period ended February 28, 2010, net cash flow used in operating activities was
($132) compared to net cash flow used in operating activities of ($271) for the
three month period ended February 28, 2009. Net cash flow used in operating
activities during the three month period ended February 28, 2010 consisted
primarily of a net loss of ($2,383) adjusted by $2,251 in accrued payables and
expense. Net cash flow used in operating activities during the three month
period ended February 28, 2009 consisted primarily of a net loss of ($2,338)
adjusted by $2,067 in accrued payables and expense.
PLAN
OF OPERATION
Existing
working capital, further advances and possible debt instruments, anticipated
warrant exercises, further private placements, and anticipated cash flow are
expected to be adequate to fund our operations over the next six months. We have
no lines of credit or other bank financing arrangements. Generally, we have
financed operations to date through the proceeds of the private placement of
equity and debt securities.
Additional
issuances of equity or convertible debt securities will result in dilution to
our current shareholders. Further, such securities might have rights,
preferences or privileges senior to our common stock. Additional financing may
not be available upon acceptable terms, or at all. If adequate funds are not
available or are not available on acceptable terms, we may not be able to take
advantage of prospective new business endeavors or opportunities, which could
significantly and materially restrict our business operations.
The
report of the independent registered public accounting firm that accompanies our
fiscal year end November 30, 2009 and November 30, 2008 audited financial
statements contains an explanatory paragraph expressing substantial doubt about
our ability to continue as a going concern. The financial statements have been
prepared "assuming that we will continue as a going concern," which contemplates
that we will realize our assets and satisfy our liabilities and commitments in
the ordinary course of business.
16
MATERIAL
COMMITMENTS
As of the
date of this Quarterly Report, we do not have any material commitments for
fiscal year 2009/2010.
PURCHASE
OF SIGNIFICANT EQUIPMENT
We do not
intend to purchase any significant equipment during the next twelve
months.
OFF-BALANCE
SHEET ARRANGEMENTS
As of the
date of this Quarterly Report, 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 of operations, liquidity, capital expenditures or capital resources that
are material to investors.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Market
risk represents the risk of loss that may impact our financial position, results
of operations or cash flows due to adverse changes in foreign currency and
interest rates.
EXCHANGE
RATE
Our
reporting currency is United States Dollars (“USD”). Since we have
acquired properties outside of the United States, the fluctuation of exchange
rates may have positive or negative impacts on our results of operations.
However, any potential revenue and expenses will be denominated in U.S. Dollars,
and the net income effect of appreciation and devaluation of the currency
against the U.S. Dollar would be limited to our costs of acquisition of
property.
INTEREST
RATE
Interest
rates in the United States are generally controlled. Any potential future loans
will relate mainly to acquisition of properties and will be mainly
short-term. However our debt may be likely to rise in connection with
expansion and if interest rates were to rise at the same time, this could have a
significant impact on our operating and financing activities. We have not
entered into derivative contracts to hedge existing risks for speculative
purposes.
ITEM
4. CONTROLS AND PROCEDURES
EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES
17
As of
February 28, 2010, which is the end of the three month quarterly period covered
by this Quarterly Report, our Chief Executive Officer and Chief Financial
Officer reviewed and evaluated the effectiveness of our disclosure controls and
procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). As of the
end of the quarterly period covered by this Quarterly Report, based on that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that the disclosure controls and procedures were effective in ensuring that
material information that we must disclose in our reports that we file or submit
under the Securities Exchange Act of 1934, as amended, the “Exchange Act”, is
recorded, processed, summarized, and reported on a timely basis, and that
information required to be disclosed by us in our reports that we file or submit
under the Exchange Act is accumulated and communicated to our Chief Executive
Officer and Chief Financial Officer as appropriate to allow timely decisions
regarding required disclosure.
Management’s
Annual Report on Internal Control Over Financial reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Under the supervision and with the participation of our
management, including the chief executive officer and chief financial officer,
we evaluated the effectiveness of our internal control over financial reporting
as of February 28, 2010. In making this assessment, management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control-Integrated Framework.
This
Quarterly Report does not include an attestation report of our registered public
accounting firm De Joya Griffith & Company, LLC., Certified Public
Accountants regarding internal control over financial reporting. Management’s
report was not subject to attestation by our registered public accounting firm
pursuant to temporary rules of the SEC that permit us to provide only
management’s report in this Quarterly Report on Form 10-Q.
Inherent
Limitations on Effectiveness of Controls
We
believe that a control system, no matter how well designed and operated, cannot
provide absolute assurance that the objectives of the controls system are met,
and no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, within a company have been detected. Our
disclosure controls and procedures are designed to provide reasonable assurance
of achieving their objectives, and our Chief Executive Officer and our Chief
Financial Officer have concluded that these controls and procedures are
effective at the “reasonable assurance” level.
Changes
in Internal Controls
There was
no change in our internal control over financial reporting that occurred during
this fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.
AUDIT
COMMITTEE REPORT
18
Our Board
of Directors has not established an audit committee. The respective role of an
audit committee has been conducted by our Board of Directors. In the event the
Merger Agreement is not consummated, we intend to establish an audit committee
during fiscal year 2010. When established, the audit committee's primary
function will be to provide advice with respect to our financial matters and to
assist our Board of Directors in fulfilling its oversight responsibilities
regarding finance, accounting, and legal compliance. The audit committee's
primary duties and responsibilities will be to: (i) serve as an independent and
objective party to monitor our financial reporting process and internal control
system; (ii) review and appraise the audit efforts of our independent
accountants; (iii) evaluate our quarterly financial performance as well as its
compliance with laws and regulations; (iv) oversee management's establishment
and enforcement of financial policies and business practices; and (v) provide an
open avenue of communication among the independent accountants, management and
our Board of Directors.
PART
II. OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS
STATEMENT
OF CLAIM
Management
is not aware of any legal proceedings contemplated by any governmental authority
or any other party involving us or our properties. As of the date of this
Quarterly Report, no director, officer or affiliate is (i) a party adverse to us
in any legal proceeding, or (ii) has an adverse interest to us in any legal
proceedings. Management is not aware of any legal proceedings pending or that
have been threatened against us or our properties.
ITEM
1A. RISK FACTORS
No report
required.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES
No report
required.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
No report
required.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE TO SECURITY HOLDERS
No report
required.
ITEM
5. OTHER INFORMATION
DEPARTURE
OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
PRINCIPAL OFFICERS
19
Following
the Purchase Agreement: (i) Christopher Bell resigned as our President/Chief
Executive Officer/Treasurer/Chief Financial Officer and our sole director
effective as of February 10, 2010; and (ii) Tony Khoury consented to act as our
President/Chief Executive Officer/Treasurer/Chief Financial Officer and the sole
director of the Company effective as of February 10, 2010.
The
biographies of each of the new directors and officers are set forth below as
follows:
NAME | AGE | POSITION WITH THE COMPANY |
Tony Khoury | 34 | President/Chief Executive Officer/Treasurer/Chief Financial Officer and a Director |
Directors
hold office until our annual meeting of our stockholders and the election and
qualification of their successors. Officers hold office, subject to removal at
any time by the Board, until the meeting of directors immediately following the
annual meeting of stockholders and until their successors are appointed and
qualified.
Tony Khoury. Mr.
Khoury is our President/Chief Executive Officer, Chief Financial
Officer/Treasurer and a director since inception. Mr. Khoury is an experienced
professional in the areas of sales and leasing. From approximately 2006 to
present, Mr. Khoury is a director of sales and leasing at TRAMS Property
Management in Montreal, Quebec, which is a multi-national vertically integrated
real estate group offering third party real estate services in the United
States. Mr. Khoury is responsible for a team of sales people, creating new
marketing ideas, negotiating sales of properties and implementing new ideas to
help the company succeed. From approximately 2004 through 2006, Mr. Khoury was a
business broker for Sunbelt Business Brokers in Toronto, Ontario, which is a
large main street and lower middle market business intermediary firm. Mr. Khoury
assisted in negotiations in mergers and acquisitions, assisted potential buyers
to acquire businesses and analyzed financial records to help improve corporate
growth. From approximately 1999 through 2004, Mr. Khoury was the manager and
owner of the Restaurant T in Montreal, Quebec, where he was responsible for
daily operations. Mr. Khoury graduated from Concordia University in Montreal,
Quebec. Mr. Khoury is also the President/Chief Executive Officer and a director
of Pro NutriSource Inc.
CHANGE
IN CONTROL
The following table sets forth certain
information, as of the date of this Quarterly Report with respect to the
beneficial ownership of the outstanding common stock by: (i) any holder of more
than five (5%) percent; (ii) each of our executive officers and directors; and
(iii) our directors and executive officers as a group. Except as otherwise
indicated, each of the stockholders listed below has sole voting and investment
power over the shares beneficially owned. Unless otherwise indicated, each of
the stockholders named in the table below has sole voting and investment power
with respect to such shares of common stock. Beneficial ownership consists
of a direct interest in the shares of common stock, except as otherwise
indicated. As of the date of this Quarterly Report, there are 1,404,254 shares
of common stock issued and outstanding.
20
Name
and Address of Beneficial Owner(1)
|
Amount
and Nature of Beneficial Ownership(1)
|
Percentage
of Beneficial Ownership
|
Directors
and Officers:
|
||
Tony
Khoury
8600
Decarie, Suite 200
Montreal,
Quebec
Canada
H4P 2N2
|
1,040,000
|
74.06%
|
All
executive officers and directors as a group (1 person)
|
1,040,000
|
74.06%
|
Beneficial
Shareholders Greater than 10%
|
||
None
|
*
|
Less
than one percent.
|
(1)
|
Under
Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the
date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person’s actual ownership or voting power with
respect to the number of shares of common stock actually outstanding as of
the date of this Annual Report. As of the date of this Quarterly Report,
there are 1,404,254 shares issued and
outstanding.
|
ITEM
6. EXHIBITS
The
following exhibits are filed with this Quarterly Report on Form
10-Q:
Exhibit
Number
|
Description
of Exhibit
|
3.1
|
Amendment
to Articles of Incorporation filed with the Colorado Secretary of State on
March 3, 2010.
|
31.1
|
Certification
of the registrant’s Principal Executive Officer under the Exchange Act
Rules 13a-14(a) or 15d-14(a) as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act 2002.
|
31.2
|
Certification
of the registrant’s Principal Financial Officer under the Exchange Act
Rules 13a-14(a) or 15d-14(a) as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act 2002.
|
32.1
|
Certification
of the registrant’s Principal Executive Officer and Principal Financial
Officer under 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act 2002.
|
21
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
KURRANT
MOBILE CATERING, INC.
|
|||
Dated:
April 13, 2010
|
By:
|
/s/ TONY
KHOURY
|
|
Tony
Khoury, President/Chief
|
|||
Executive
Officer
|
|||
Dated:
April 13, 2010
|
By:
|
/s/
TONY KHOURY
|
|
Tony
Khoury,
|
|||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Dated:
April 13, 2010
|
By:
|
/s/ TONY
KNOURY
|
|
Director
|
22