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EX-31.1 - Virtus Oil & Gas Corp.curry_ex31-1.htm
EX-32.2 - Virtus Oil & Gas Corp.curry_ex32-2.htm
EX-31.2 - Virtus Oil & Gas Corp.curry_ex31-2.htm
EX-32.1 - Virtus Oil & Gas Corp.curry_ex32-1.htm
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, 2011

[   ]    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.)

Bachstrasse 1, CH-9606 Butschwil, Switzerland
 (Address of principal executive offices)

41 76 492 8779
Issuer’s telephone number

_________________________
(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 12, 2011, 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, 2011 AND 2010
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,
 
   
2011
   
2010
 
   
(Unaudited)
       
             
Current assets:
           
Cash
  $ 2,197     $ 12,094  
Prepaid expenses
    353       116  
Total current assets
    2,550       12,210  
                 
Total assets
  $ 2,550     $ 12,210  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               
                 
Current liabilities:
               
Accounts payable
  $ -     $ 374  
Accounts payable, related party
    -       745  
Accrued interest
    2,267       724  
Due to officer
    34,353       29,553  
Total current liabilities
    36,620       31,396  
                 
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
    (49,570 )     (34,686 )
Total stockholders' equity (deficit)
    (34,070 )     (19,186 )
                 
Total liabilities and stockholders' equity (deficit)
  $ 2,550     $ 12,210  


 
 

 

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
 
   
2011
   
2010
   
2011
   
2010
   
May 31, 2011
 
                               
Revenue
  $ -     $ -     $ -     $ -     $ -  
                                         
Operating expenses:
                                       
General and administrative
    1,423       1,628       2,441       2,170       9,654  
Professional fees
    6,000       -       10,900       7,121       36,594  
Total operating expenses
    7,423       1,628       13,341       9,291       46,248  
                                         
Net operating (loss)
    (7,423 )     (1,628 )     (13,341 )     (9,291 )     (46,248 )
                                         
Other income (expense):
                                       
Foreign currency gain (loss)
    (2 )     (42 )     -       (1,064 )     (1,055 )
Interest expense
    (815 )     -       (1,543 )     -       (2,267 )
Total other income (expense)
    (817 )     (42 )     (1,543 )     (1,064 )     (3,322 )
                                         
                                         
Net (loss)
  $ (8,240 )   $ (1,670 )   $ (14,884 )   $ (10,355 )   $ (49,570 )
                                         
                                         
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
  $ -     $ -     $ -     $ -          





See Accompanying Notes to Financial Statements.



 
4

 

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
 
   
2011
   
2010
   
May 31, 2011
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net (loss)
  $ (14,884 )   $ (10,355 )   $ (49,570 )
Adjustments to reconcile net (loss)
                       
to net cash used in operating activities:
                       
Decrease (increase) in assets:
                       
Prepaid expenses
    (237 )     (2,848 )     (353 )
Increase (decrease) in liabilities:
                       
Accounts payable
    (1,119 )     106       -  
Accrued expenses
    1,543       -       2,267  
                         
Net cash used in operating activities
    (14,697 )     (13,097 )     (47,656 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from sale of common stock
    -       -       15,500  
Proceeds from officer loans
    4,800       -       34,353  
                         
Net cash provided by financing activities
    4,800       -       49,853  
                         
NET CHANGE IN CASH
    (9,897 )     (13,097 )     2,197  
                         
CASH AT BEGINNING OF PERIOD
    12,094       15,500       -  
                         
CASH AT END OF PERIOD
  $ 2,197     $ 2,403     $ 2,197  
                         
                         
SUPPLEMENTAL INFORMATION:
                       
Interest paid
  $ -     $ -     $ -  
Income taxes paid
  $ -     $ -     $ -  



See Accompanying Notes to Financial Statements.


 
5

 

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 unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for the fiscal year ending November 30, 2011. It is suggested that these interim condensed financial statements be read in conjunction with the form 10-K for the year ended November 30, 2010.
 
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.

Results of operations for the interim period are not indicative of annual results.
 
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.

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. 

 
6

 

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.

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.

Fair Value of Financial Instruments
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis.

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.

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.

Recent Accounting Pronouncements
In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

 
7

 

In December 2010, the FASB issued ASU 2010-28, “Intangible –Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration.  Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. The adoption of this ASU did not have a material impact on our financial statements.

In April 2010, the FASB issued ASU 2010-13, "Compensation—Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (A consensus of the FASB Emerging Issues Task Force)" (“ASU 2010-13”). ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, such an award should not be classified as a liability if it otherwise qualifies as equity. This clarification of existing practice is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our financial statements.

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers.  Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.


 


 
8

 

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 $49,570 and $34,686 at May 31, 2011 and November 30, 2010, respectively, and a working capital deficit of $34,070 and $19,186 at May 31, 2011 and November 30, 2010, 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 April 15, 2011 the Company’s Vice President and Director resigned. The Company now has just one Officer and Director.

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. As included in Note 5 below, the CEO has advanced the following unsecured demand loans, bearing interest at 10%, to fund operations:
 
 
-
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
 
-
On April 8, 2011, the Company received a loan of $4,800


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.

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:

 
9

 


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 – Due to Officer

Due to Officer consists of the following at May 31, 2011 and November 30, 2010:

   
May 31,
   
November 30,
 
   
2011
   
2010
 
10% unsecured demand loans due to officer
  $ 34,353     $ 29,553  

The Company has accrued interest of $2,267 and $724 as of May 31, 2011 and November 30, 2010, respectively related to the officer of the Company.


Note 6 – 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.






 
10

 

Note 7 – 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, 2011 and 2010, 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 $49,600 and $11,100 of federal net operating losses at May 31, 2011 and 2010, 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,
 
   
2011
   
2010
 
Deferred tax assets:
           
  Net operating loss carry forwards
  $ 17.360     $ 3,885  
                 
Net deferred tax assets before valuation allowance
    17,360       3,885  
  Less: Valuation allowance
    (17,360 )     (3,885 )
    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, 2011 and 2010, 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,
 
   
2011
   
2010
 
             
Federal and state statutory rate
    35 %     35 %
Change in valuation allowance on deferred tax assets
    (35 %)     (35 %)
 
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, 2011.


Note 8 – Subsequent Events

The Company has not conducted any reportable subsequent events.





 
11

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW AND OUTLOOK

Overview

We are currently a development stage company. Our strategy is 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.

We were incorporated in the State of Nevada on September 30, 2009. Our administrative office is located at Bachstrasse 1, Butschwil 9606, Switzerland and our registered statutory office is located at 1117 Desert Lane, Las Vegas, Nevada 89102. Our telephone number is 41 76 492 8779. Our fiscal year end is November 30.

Curry Gold Corp. (the “Company” or “We”) was incorporated in the State of Nevada on September 30, 2009. 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.
 
We are a development stage company and have not significantly commenced our planned principal operations. Our operations to date have been devoted primarily to startup and development activities, which include the following:

 
1.
Formation of the Company;
     
 
2.
Development of the Curry Gold Corp. business plan;
     
 
3.
Developing the Company website www.currygoldcorporation.com;
     
 
4.
Registering with the Securities and Exchange Commission;
     
 
5.
Setting up Company food and beverage assortment;
     
 
6.
Listing on the OTCBB exchange under the symbol CURG;
     
 
7.
Identifying alternative capital resources to further the Company business plan;

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 identifying credible sources of financing despite our efforts.

If we are successful in raising additional capital, we will continue with our next business plan objectives:

   
Anticipated
 
Objectives
 
Costs
 
1.  Initial marketing campaign
  $ 15,000  
2.  Set-up of non-food material (catering van)
    75,000  
Total costs
  $ 90,000  

Since the Company’s inception on September 30, 2009 to May 31, 2011, we have not generated any substantive revenues and have incurred a cumulative net loss of $49,570.




 
12

 

Results of Operations for the Three Months Ended May 31, 2011 and 2010:

The following table summarizes selected items from the statement of operations for the three month periods ended May 31, 2011 and 2010.

 
 
For the Three Months Ended
May 31,
   
Increase /
 
 
 
2011
   
2010
   
(Decrease)
 
Revenue
  $ -     $ -     $ -  
 
                       
General and administrative
    1,423       1,628       (205 )
Professional fees
    6,000       -       6,000  
Total Operating Expenses
    7,423       1,628       5,795  
                         
Net Operating (Loss)
    (7,423 )     (1,628 )     5,795  
                         
Total other income (expense)
    (817 )     (42 )     (775 )
                         
Net (Loss)
  $ (8,240 )   $ (1,670 )   $ (6,570 )

Revenue

We are a development stage company and had no revenue to recognize during the three months ended May 31, 2011 and 2010. As such, there were no comparative revenues.

General and administrative expenses

General and administrative expenses were $1,423 for the three months ended May 31, 2011 compared to $1,628 for the three months ended May 31, 2010, a decrease of $205, or 13%. The decrease in 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 computer expenses incurred in the three months ended May 31, 2010 that were not present in the comparative period in 2011.

Professional fees

Professional fees were $6,000 for the three months ended May 31, 2011 compared to $-0- for the three months ended May 31, 2010, an increase of $6,000, or 100%. The increase in our professional fees was a result of legal and accounting costs for the preparation of the Company’s quarterly report for the three month period ended February 28, 2011 incurred during the three months ended May 31, 2011 that were not incurred during the three months ended May 31, 2010 due to the absence of a quarterly report for the three month period ended February 28, 2010 as the report was not necessary during the preparation of the Company’s S-1 filing.

Net operating loss

The net operating loss for the three months ended May 31, 2011 was $7,423, or ($0.00) per share, compared to a net operating loss of $1,628, or ($0.00) per share for the three months ended May 31, 2010, an increase of $5,795, or 356%. Our net operating loss increased primarily as a result of increased professional fees that were incurred in the three months ended May 31, 2011 that were not present in the comparative period in 2010. The increase in our professional fees was a result of legal and accounting costs for the preparation of the Company’s quarterly report for the three month period ended February 28, 2011 incurred during the three months ended May 31, 2011 that were not incurred during the three months ended May 31, 2010 due to the absence of a quarterly report for the three month period ended February 28, 2010 as the report was not necessary during the preparation of the Company’s S-1 filing.


 
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Other expenses

Other expenses were $817 for the three months ended May 31, 2011 compared to $42 for the three months ended May 31, 2010, an increase of $775, or 1,845%. The increase in other expenses was primarily a result of increased interest expense accrued on short term loans from the Company’s CEO, Soenke Timm in the three months ended May 31, 2011.

Net loss

The net loss for the three months ended May 31, 2011 was $8,240, or ($0.00) per share, compared to a net loss of $1,670, or ($0.00) per share for the three months ended May 31, 2010, an increase of $6,570, or 393%. Our net loss increased primarily as a result of increased professional fees that were not incurred in the three months ended May 31, 2010 that were present in the comparative period in 2011. The increase in our professional fees was a result of legal and accounting costs for the preparation of the Company’s quarterly report for the three month period ended February 28, 2011 incurred during the three months ended May 31, 2011 that were not incurred during the three months ended May 31, 2010 due to the absence of a quarterly report for the three month period ended February 28, 2010 as the report was not necessary during the preparation of the Company’s S-1 filing.

Results of Operations for the Six Months Ended May 31, 2011 and 2010:

The following table summarizes selected items from the statement of operations for the six month periods ended May 31, 2011 and 2010.

 
 
For the Six Months Ended
May 31,
   
Increase /
 
 
 
2011
   
2010
   
(Decrease)
 
Revenue
  $ -     $ -     $ -  
 
                       
General and administrative
    2,441       2,170       271  
Professional fees
    10,900       7,121       3,779  
Total Operating Expenses
    13,341       9,291       4,050  
                         
Net Operating (Loss)
    (13,341 )     (9,291 )     (4,050 )
                         
Total other income (expense)
    (1,543 )     (1,064 )     (479 )
                         
Net (Loss)
  $ (14,884 )   $ (10,355 )   $ (4,529 )

Revenue

We are a development stage company and had no revenue to recognize during the six months ended May 31, 2011 and 2010. As such, there were no comparative revenues.

General and administrative expenses

General and administrative expenses were $2,441 for the six months ended May 31, 2011 compared to $2,170 for the six months ended May 31, 2010, an increase of $271, or 12%. The increase in our general and administrative expenses consisted of bank fees, postage and delivery and stock services expenses. The increase in our general and administrative expenses was primarily due to stock service expenses incurred in the six months ended May 31, 2011 that were not present in the comparative period in 2010.

Professional fees

Professional fees were $10,900 for the six months ended May 31, 2011 compared to $7,121 for the six months ended May 31, 2010, an increase of $3,779, or 53%. The increase in our professional fees was a result of legal and accounting costs for the preparation of the Company’s quarterly report for the three month period ended February 28, 2011 incurred during the three months ended May 31, 2011 that were not incurred during the three months ended May 31, 2010 due to the absence of a quarterly report for the three month period ended February 28, 2010 as the report was not necessary during the preparation of the Company’s S-1 filing.

 
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Net operating loss

The net operating loss for the six months ended May 31, 2011 was $13,341, or ($0.00) per share, compared to a net operating loss of $9,291, or ($0.00) per share for the six months ended May 31, 2010, an increase of $4,050, or 44%. Our net operating loss increased primarily as a result of increased professional fees that were incurred in the six months ended May 31, 2011 that were not present in the comparative period in 2010, primarily due to legal and accounting costs for the preparation of the Company’s quarterly report for the three month period ended February 28, 2011 incurred during the three months ended May 31, 2011 that were not incurred during the three months ended May 31, 2010 due to the absence of a quarterly report for the three month period ended February 28, 2010 as the report was not necessary during the preparation of the Company’s S-1 filing.

Other expenses

Other expenses were $1,543 for the six months ended May 31, 2011 compared to $1,064 for the six months ended May 31, 2010, an increase of $479, or 45%. The increase in other expenses was a result of increased interest expenses accrued on short term loans from the Company’s CEO, Soenke Timm in the six months ended May 31, 2011.

Net loss

The net loss for the three months ended May 31, 2011 was $14,884, or ($0.00) per share, compared to a net loss of $10,355, or ($0.00) per share for the six months ended May 31, 2010, an increase of $4,529, or 44%. Our net loss increased primarily as a result of increased professional fees that were incurred in the six months ended May 31, 2011 that were not present in the comparative period in 2010, primarily due to legal and accounting costs for the preparation of the Company’s quarterly report for the three month period ended February 28, 2011 incurred during the three months ended May 31, 2011 that were not incurred during the three months ended May 31, 2010 due to the absence of a quarterly report for the three month period ended February 28, 2010 as the report was not necessary during the preparation of the Company’s S-1 filing.

Liquidity and Capital Resources

The following table summarizes total assets, accumulated deficit, stockholders’ equity (deficit) and working capital at May 31, 2011 compared to November 30, 2010.

   
May 31,
   
November 30,
 
 
 
2011
   
2010
 
Total Assets
  $ 2,550     $ 12,210  
 
               
Accumulated (Deficit)
  $ (49,570 )   $ (34,686 )
 
               
Stockholders’ Equity (Deficit)
  $ (34,070 )   $ (19,186 )
 
               
Working Capital (Deficit)
  $ (34,070 )   $ (19,186 )

At May 31, 2011, we had total assets of $2,550, consisting principally 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, 2011, we had a working capital deficit of $34,070. 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 during the six months ended May 31, 2011 we received $4,800 in additional proceeds from short term loans provided by our CEO.

Should we not be able to continue to secure additional financing when needed, we may be required to slow down or suspend our growth or reduce the scope of our current operations, any of which would have a material adverse effect on our business.

 
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Completion of our plan of operation is subject to attaining adequate financing. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our profit, revenue, and growth goals.

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 management and sales 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 entered into any agreements or negotiations with a sales and marketing entity to undertake marketing for us. 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.

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we would incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from the sale of our products and to cover our operating expenses.

Satisfaction of our cash obligations for the next 12 months.

As of May 31, 2011, our cash balance was $2,197. Our plan for satisfying our cash requirements for the next twelve months is through sales-generated income, sale of shares of our common stock, third party financing, and/or traditional bank financing. We anticipate sales-generated income during that same period of time, but 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.

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 $49,570 and $34,686 at May 31, 2011 and November 30, 2010, respectively, and working capital (deficit) of ($34,070) and $(19,186) at May 31, 2011 and November 30, 2010, 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.


 
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Significant changes in the number of employees.

As of May 31, 2011, 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 additional management and sales 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 entered into any agreements or negotiations with a sales and marketing entity to undertake marketing for us.

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 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In December 2010, the FASB issued ASU 2010-28, “Intangible –Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration.  Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. The adoption of this ASU did not have a material impact on our financial statements.

In April 2010, the FASB issued ASU 2010-13, "Compensation—Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (A consensus of the FASB Emerging Issues Task Force)" (“ASU 2010-13”). ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, such an award should not be classified as a liability if it otherwise qualifies as equity. This clarification of existing practice is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.

 
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In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our financial statements.

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers.  Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.


Item 3. Quantitative and Qualitative Disclosure About Market Risk.

This item in not applicable as we are currently considered a smaller reporting company.


ITEM 4T. 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 and VP, the President and VP concluded that the Company’s disclosure controls and procedures are effective. 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, 2011 (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 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, 2011 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 since inception.

Item 3. Defaults Upon Senior Securities

None.
 
Item 4. Submission of Matters to Vote of Security Holders

None.
 
Item 5. Other Information

On April 15, 2011 the Company’s Vice President and Director resigned. The Company now has just one Officer and Director.

Item 6. Exhibits

Exhibits furnished as Exhibits hereto:

31.1 Certifications of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002

31.2 Certifications of Chief Accounting Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications Chief Executive Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002

32.2 Certifications Chief Accounting Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002







 
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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, thereto duly authorized.


CURRY GOLD CORP


By:
/s/ Soenke Timm
 
Soenke Timm
 
Director, President & Chief Executive Officer
 
Dated: July 13, 2011



By:
/s/ Soenke Timm
 
Soenke Timm
 
Director, Chief Financial Officer, Chief Accounting Officer, Treasurer, and Secretary
 
Dated: July 13, 2011





 
 
 
 
 
 
 
 
 
 
 
 
 

 






 
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