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EX-31.2 - CERTIFICATION - Virtus Oil & Gas Corp.curg_ex312.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: February 29, 2012


[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ________ to _________



Commission file number 001478725


Curry Gold Corp

(Name of Small Business Issuer in its charter)


Nevada

 

46-0524121

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)


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 April 10, 2012, the issuer had 3,350,000 shares of common stock, par value $0.001, issued and outstanding.






 





CURRY GOLD CORP

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE MONTHS ENDED FEBRUARY 29, 2011 AND FEBRUARY 28, 2010

TABLE OF CONTENTS


PART I- FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements

 

 

 

 

Condensed Balance Sheets as of February 29, 2012 (Unaudited) and November 30, 2011

3

 

Condensed Statements of Operations for the Three Months ended February 29, 2012 and February 28, 2011 and the period from September 30, 2009 (Inception) to February 29, 2012 (Unaudited)

4

 

Statement of Stockholders’ Equity (Deficit)

5

 

Condensed Statements of Cash Flows for the Three Months ended February 29, 2012 and February 28, 2011 and the period from September 30, 2009 (Inception) to February 29, 2012 (Unaudited)

6

 

Notes to Condensed Financial Statements (Unaudited)

7

 

  

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

13

Item 3. Quantitative and Qualitative Disclosures About Market Risk

18

Item 4T. Controls and Procedures

18

 

  

PART II- OTHER INFORMATION

  

 

  

Item 1. Legal Proceedings

19

Item 2. Unregistered Sales of Securities and Use of Proceeds

19

Item 3. Defaults Upon Senior Securities

19

Item 4. Submission of Matters to a Vote of Security Holders

19

Item 5. Other Information

19

Item 6. Exhibits

19

 

Signatures

20









2




PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS



CURRY GOLD CORP

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

February 29,

 

November 30,

 

 

2012

 

2011

ASSETS

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

574

 

$

102

Prepaid expenses

 

 

-

 

 

118

Total current assets

 

 

574

 

 

220

 

 

 

 

 

 

 

Total assets

 

$

574

 

$

220

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

625

 

$

840

Accrued interest

 

 

582

 

 

307

Accrued interest, related party

 

 

4,846

 

 

3,990

Notes payable

 

 

16,435

 

 

6,435

Note payable, related party

 

 

34,353

 

 

34,353

Total current liabilities

 

 

56,841

 

 

45,925

                                                                                                                                         

 

 

 

 

 

 

Stockholders' equity (deficit):

 

 

 

 

 

 

Common stock, $0.001 par value, 75,000,000 shares

 

 

 

 

 

 

authorized 3,350,000 shares issued and outstanding

 

 

3,350

 

 

3,350

Additional paid-in capital

 

 

12,150

 

 

12,150

(Deficit) accumulated during development stage

 

 

(71,767)

 

 

(61,205)

Total stockholders' equity (deficit)

 

 

(56,267)

 

 

(45,705)

 

 

 

 

 

 

 

Total liabilities and stockholders' equity (deficit)

 

$

574

 

$

220

 


See Accompanying Notes to Financial Statements.





3





CURRY GOLD CORP

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

 

 

For the three months ended

 

September 30, 2009

 

February 29,

 

February 28,

 

(inception) to

 

2012

 

2011

 

February 29, 2012

 

 

 

 

 

 

 

 

 

Revenue

$

-

 

$

-

     

$

-

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

General and administrative

 

931

 

 

1,018

 

 

13,391

Professional fees

 

8,500

 

 

4,900

 

 

51,894

Total operating expenses

 

9,431

 

 

5,918

 

 

65,285

 

 

 

 

 

 

 

 

 

Net operating (loss)

 

(9,431)

 

 

(5,918)

 

 

(65,285)

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Foreign currency gain (loss)

 

-

 

 

2

 

 

(1,055)

Interest expense

 

(1,131)

 

 

(728)

 

 

(5,427)

Total other income (expense)

 

(1,131)

 

 

(726)

 

 

(6,482)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

$

(10,562)

 

$

(6,644)

 

$

(71,767)

 

 

 

 

 

 

 

 

 

                                                                                                                               

 

 

 

 

 

 

 

 

Weighted average number of common shares

 

 

 

 

 

 

 

 

outstanding - basic and fully diluted

 

3,350,000

 

 

3,350,000

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) per share - basic and fully diluted

$

(0.00)

 

$

(0.00)

 

 

 


 

See Accompanying Notes to Financial Statements.





 

4





CURRY GOLD CORP

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

(Deficit)

 

 

 

 

 

 

 

 

accumulated

 

 

 

 

 

 

Additional

 

during

 

Total

 

 

Common stock

 

paid-In

 

development

 

stockholders'

 

 

Shares

 

Amount

 

capital

 

stage

 

equity (deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued to founder for cash at $0.001 per share

 

2,000,000

 

$

2,000

 

$

-

 

$

-

 

$

2,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued to founders for cash at $0.01 per share

 

1,350,000

 

 

1,350

 

 

12,150

 

 

-

 

 

13,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended November 30, 2009

 

-

 

 

-

 

 

-

 

 

(745)

 

 

(745)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2009

 

3,350,000

 

 

3,350

 

 

12,150

 

 

(745)

 

 

14,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended November 30, 2010

 

-

 

 

-

 

 

-

 

 

(33,941)

 

 

(33,941)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2010

 

3,350,000

 

 

3,350

 

 

12,150

 

 

(34,686)

 

 

(19,186)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended November 30, 2011

 

-

 

 

-

 

 

-

 

 

(26,519)

 

 

(26,519)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2011

 

3,350,000

 

 

3,350

 

 

12,150

 

 

(61,205)

 

 

(45,705)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the three months ended February 29, 2012 (Unaudited)

 

-

 

 

-

 

 

-

 

 

(10,562)

 

 

(10,562)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, February 29, 2012

 

3,350,000

 

$

3,350

 

$

12,150

 

$

(71,767)

 

$

(56,267)

 

 

See Accompanying Notes to Financial Statements.


 

5





CURRY GOLD CORP

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

For the three months ended

 

September 30, 2009

 

 

February 29,

 

February 28,

 

(inception) to

 

 

2012

 

2011

 

February 29, 2012

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net (loss)

 

$

(10,562)

 

$

(6,644)

    

$

(71,767)

Adjustments to reconcile net (loss)

 

 

 

 

 

 

 

 

 

to net cash used in operating activities:

 

 

 

 

 

 

 

 

 

Decrease (increase) in assets:

 

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

118

 

 

116

 

 

-

Increase (decrease) in liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

(215)

 

 

(374)

 

 

625

Accounts payable, related party

 

 

-

 

 

-

 

 

-

Accrued expenses

 

 

275

 

 

-

 

 

582

Accrued expenses, related party

 

 

856

 

 

729

 

 

4,846

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(9,528)

 

 

(6,173)

 

 

(65,714)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

 

-

 

 

-

 

 

15,500

Proceeds from Notes payable

 

 

10,000

 

 

-

 

 

16,435

Proceeds from Note payable, related party

 

 

-

 

 

-

 

 

34,353

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

10,000

 

 

-

 

 

66,288

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

472

 

 

(6,173)

 

 

574

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

 

102

 

 

12,094

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

 

$

574

 

$

5,921

 

$

574

 

 

 

 

 

 

 

 

 

 

                                                                                                                               

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

 

 

 

Interest paid

 

$

-

 

$

-

 

$

-

Income taxes paid

 

$

-

 

$

-

 

$

-


 

See Accompanying Notes to Financial Statements.





6






CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)



Note 1 - Nature of Business and Significant Accounting Policies


Nature of Business

Curry Gold Corp (“the Company”) was incorporated in the state of Nevada on September 30, 2009 (“Inception”). The Company was formed to become an operator and franchisor of fast-casual food catering vans that capitalize on the growing trend of food to go (convenience food) with its Currywurst product, a product native to Germany, and market it through Switzerland and into major metropolitan US cities.


Basis of Presentation

The financial statements included herein, presented in accordance with United States generally accepted accounting principles and is stated in US currency have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.


The Company is considered to be in the development stage as defined by FASB ASC 915-10-05. This standard requires companies to report their operations, shareholders equity and cash flows from inception through the reporting date. The Company will continue to be reported as a development stage entity until, among other factors, revenues are generated from management’s intended operations. Management has provided financial data since inception (September 30, 2009).


The Company has adopted a fiscal year end of November 30th.


Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Development Stage Policy

The Company has not earned revenue from planned principal operations since inception (insert date of inception). Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth by current authoritative account literature. Among the disclosures required by current accounting literature are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.


Cash and Cash Equivalents

We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.


Start-Up Costs

The Company accounts for start-up costs, including organization costs, whereby such costs are expensed as incurred.


Stock Based Compensation

Stock-based awards to non-employees are accounted for using the fair value method.


Curry Gold Corp adopted provisions which require that we measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.





7






CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)



Curry Gold Corp has adopted the “modified prospective” method, which results in no restatement of prior period amounts. This method would apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. Curry Gold Corp will calculate the fair value of options using a Black-Scholes option pricing model. Curry Gold Corp does not currently have any outstanding options subject to future vesting therefore no charge is required for the periods presented. Our method also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, our method required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share. For companies that are using the “modified prospective” method, disclosure of pro forma information for periods prior to adoption must continue to be made.


Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.


Fair Value of Financial Instruments

Financial instruments consist principally of cash, trade and notes receivables, trade and related party payables and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to significant currency or credit risks arising from these financial instruments.


Revenue Recognition

Revenue is recognized at the time of sale if collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.


Basic and Diluted Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.


Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.





8






CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)



In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.


In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.


In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. ASU 2011-02 has become effective for the Company on September 1, 2012. The Company does not believe that the guidance will have a material impact on its financial statements.


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.







9






CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)



Note 2 - Going Concern


As shown in the accompanying financial statements, the Company has no revenues and has incurred continuous losses from operations, had an accumulated deficit of $71,767 and $61,205 at February 29, 2012 and November 30, 2011, respectively, and a working capital deficit of $56,267 and $45,705 at February 29, 2012 and November 30, 2011, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.


The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.



Note 3 - Related Party


On October 12, 2009, the Company issued 2,000,000 founder’s shares to the Company’s President at the par value of $0.001 in exchange for proceeds of $2,000.


On October 12, 2009, the Company issued 50,000 founder’s shares to a Director of the Company at $0.01 in exchange for proceeds of $500.


During the month of October, 2009, the Company issued 1,300,000 founder’s shares at the $0.01 in exchange for proceeds of $13,000.


From time to time the officer has loaned the Company money to fund operations. The CEO has advanced the following unsecured demand loans, bearing interest at 10%, to fund operations:


-  On April 8, 2011, the Company received a loan of $4,800

-  On September 30, 2010, the Company received a loan of $15,000

-  On September 15, 2010, the Company received a loan of $553

-  On August 11, 2010, the Company received a loan of $11,000

-  On June 28, 2010, the Company received a loan of $3,000


Accrued interest of $4,486 on these advances is outstanding as of February 29, 2012.



Note 4 - Fair Value of Financial Instruments


The Company adopted FASB ASC 820-10 upon inception at September 30, 2009. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.






10






CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)


The Company doesn’t have any financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:


Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.


Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).


Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.



Note 5 - Notes Payable


Notes payable consists of the following at February 29, 2012 and November 30, 2011:


 

 

February 29,

 

November 30,

 

 

2012

 

2011

 

 

 

 

 

 

 

10% unsecured demand loan originating on January 17, 2012

 

$

10,000

 

$

-

 

 

 

 

 

 

 

10% unsecured demand loan originating on June 9, 2011

 

 

6,435

 

 

6,435

                                                                                                          

 

 

 

 

 

 

Total current maturities of notes payable

 

$

16,435

 

$

6,435


The Company has accrued interest of $582 and $307 as of February 29, 2012 and November 30, 2010, respectively related to the note payable.





Note 6 - Note Payable, Related Party


Note payable, related party consists of the following at February 29, 2012 and November 30, 2011:


 

 

February 29,

 

November 30,

 

 

2012

 

2011

                                                                                                          

 

 

 

 

 

 

10% unsecured demand loan

 

$

34,353

 

$

34,353


The Company has accrued interest of $4,846 and $3,990 owed to the Company’s CEO as of February 29, 2012 and November 30, 2011, respectively.





11






CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)


Note 7 - Stockholders’ Equity


On September 30, 2009, the founders of the Company established 75,000,000 authorized shares of $0.001 par value common stock.


Common Stock

On October 12, 2009, the Company issued 2,000,000 founder’s shares to the Company’s President at the par value of $0.001 in exchange for proceeds of $2,000.


On October 12, 2009, the Company issued 50,000 founder’s shares to a Director of the Company at $0.01 in exchange for proceeds of $500.


During the month of October, 2009, the Company issued 1,300,000 founder’s shares at the $0.01 in exchange for proceeds of $13,000.



Note 8 - Income Taxes


The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.


For the three months ended February 29, 2012 and the year ended November 30, 2011, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. The Company had approximately $71,750 and $61,200 of federal net operating losses at February 29, 2012 and November 30, 2011, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2030.


The components of the Company’s deferred tax asset are as follows:


 

 

February, 29

 

November 30,

                                                                                                

 

2012

 

2011

Deferred tax assets:

 

 

 

 

 

 

  Net operating loss carry forwards

 

$

25,110

 

$

21,420

 

 

 

 

 

 

 

Net deferred tax assets before valuation allowance

 

 

25,110

 

 

21,420

  Less: Valuation allowance

 

 

(25,110)

 

 

(21,420)

    Net deferred tax assets

 

$

-

 

$

-


Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at February 29, 2012 and November 30, 2011, respectively.


A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:


 

 

February, 29

 

November 30,

 

 

2012

 

2011

 

 

 

 

 

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 February 29, 2012.



12






CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)



Note 9 - Subsequent Events


On March 26, 2012 the Company received $5,000 in exchange for an unsecured promissory note, which carries a 10% interest rate and is due on demand.




























13







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.


We were 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 formation of our entity, development of our business plan and registering with the Securities and Exchange Commission and listing our common stock on the OTCBB exchange under the symbol, “CURG”.


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.


Since the Company’s inception on September 30, 2009 to February 29, 2012, we have not generated any substantive revenues and have incurred a cumulative net loss of $71,767.


Results of Operations for the Three Months Ended February 29, 2012 and February 28, 2011:


The following table summarizes selected items from the statement of operations for the periods ended February 29, 2012 and February 28, 2011.


 

For the Three Months Ended

 

 

 

February 29,

 

February 28,

 

Increase /

 

2012

 

2011

 

(Decrease)

Revenue

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

General and administrative

 

931

 

 

1,018

 

 

(87)

Professional fees

 

8,500

 

 

4,900

 

 

3,600

Total Operating Expenses

 

9,431

 

 

5,918

 

 

3,513

 

 

 

 

 

 

 

 

 

Net Operating (Loss)

 

(9,431)

 

 

 (5,918)

 

 

(3,513)

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

 (1,131)

 

 

(726)

 

 

(405)

 

 

 

 

 

 

 

 

 

Net (Loss)

$

(10,562)

 

$

 (6,644)

 

$

(3,918)





14







Revenue


We are a development stage company and had no revenue to recognize during the three months ended February 29, 2012 and February 28, 2011. As such, there were no comparative revenues.


General and administrative expenses


General and administrative expenses were $931 for the three months ended February 29, 2012 compared to $1,018 for the three months ended February 28, 2011, a decrease of $87, or 9%. 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 reduced transfer agent fees incurred in the three months ended February 29, 2012 compared to the same period ending February 28, 2011.


Professional fees


Professional fees were $8,500 for the three months ended February 29, 2012 compared to $4,900 for the three months ended February 28, 2011, an increase of $3,600, or 73%. The increase in our professional fees was a result of increased professional fees incurred in the three months ended February 29, 2011 related to increased fees for our year-end audit and preparation of form 10-K compared to the three months ended February 28, 2011.


Net operating loss


The net operating loss for the three months ended February 29, 2012 was $9,431, or ($0.00) per share, compared to a net operating loss of $5,918, or ($0.00) per share for the three months ended February 28, 2011, an increase of $3,513, or 59%. Our net operating loss increased primarily as a result of increased professional fees incurred in the three months ended February 29, 2011 related to increased fees for our year-end audit and preparation of form 10-K compared to the three months ended February 28, 2011.


Other expenses


Other expenses were $1,131 for the three months ended February 29, 2012 compared to $726 for the three months ended February 28, 2011, an increase of $405, or 56%. The increase in other expenses was a result of increased interest expenses accrued on short term loans in the three months ended February 29, 2012 as we increased our debt financing compared to the three months ended February 28, 2011.


Net loss


The net loss for the three months ended February 29, 2012 was $10,562, or ($0.00) per share, compared to a net loss of $6,644, or ($0.00) per share for the three months ended February 28, 2011, an increase of $3,918, or 59%. Our net loss increased primarily as a result of increased professional fees incurred in the three months ended February 29, 2011 related to increased fees for our year-end audit and preparation of form 10-K compared to the three months ended February 28, 2011.


Liquidity and Capital Resources


The following table summarizes total assets, accumulated deficit, stockholders’ equity (deficit) and working capital at February 29, 2012 compared to November 30, 2011.


 

 

February 29,

 

November 30,

 

                                                                            

 

2012

 

2011

 

Total Assets

 

$

574

 

$

220

 

 

 

 

 

 

 

 

 

Accumulated (Deficit)

 

$

(71,767)

 

$

(61,205)

 

 

 

 

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

$

(56,267)

 

$

(45,705)

 

 

 

 

 

 

 

 

 

Working Capital (Deficit)

 

$

(56,267)

 

$

(45,705)

 





15







At February 29, 2012, we had total assets of $574, consisting solely of cash. We have implemented financial controls in the business to ensure each expense is warranted and needed.


While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development of alternative revenue sources. As of February 29, 2012, we had a working capital deficit of $56,267. Our poor financial condition raises substantial doubt about our ability to continue as a going concern and we have incurred losses since inception and may incur future losses. In the past, we have conducted private placements of equity shares and we received $34,353 in proceeds from short term loans provided by our CEO, as well as 16,435 in non-related party short term loans.


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.


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 February 29, 2012, our cash balance was $574. 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 $71,767 and $61,205 at February 29, 2012 and November 30, 2011, respectively, and a working capital deficit of $56,267 and $45,705 at February 29, 2012 and November 30, 2011, respectively. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.


Our ability to continue as a going concern is dependent on our ability to generate sufficient cash from operations to meet our cash needs and/or to raise funds to finance ongoing operations and repay debt. There can be no assurance, however, that we will be successful in our efforts to raise additional debt or equity capital and/or that our cash generated by our future operations will be adequate to meet our needs. These factors, among others, indicate that we may be unable to continue as a going concern for a reasonable period of time.





16







Summary of product and research and development that we will perform for the term of our plan.


We are not anticipating significant research and development expenditures in the near future.


Expected purchase or sale of plant and significant equipment.


We do not anticipate the purchase or sale of any plant or significant equipment as such items are not required by us at this time.


Significant changes in the number of employees.


As of February 29, 2012, we had no employees, other than our non-paid CEO, Soenke Timm. Currently, there are no organized labor agreements or union agreements and we do not anticipate any in the future.


If sufficient financing is received, we may add 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 September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.


In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.


In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.



17






In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. ASU 2011-02 has become effective for the Company on September 1, 2012. The Company does not believe that the guidance will have a material impact on its financial statements.


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.


Item 3. Quantitative and Qualitative Disclosure About Market Risk.


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


ITEM 4. CONTROLS AND PROCEDURES


Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s officers and directors, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, in consideration of the fact that the Company has no employees besides the President and VP, the President and VP concluded that the Company’s disclosure controls and procedures are not effective at November 30, 2011, or February 29, 2012. Through the use of external consultants, the Company believes that the financial statements and the other information presented herewith are not materially misstated.


Management’s Report on Internal Controls over Financial Reporting


We carried out an evaluation of the effectiveness of our disclosure controls and procedures as of February 29, 2012 (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods.


The Company’s officers and directors do not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.


Changes in Internal Control over Financial Reporting


There were no changes in our internal control over financial reporting during the quarter ended February 29, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

18




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


None.



Item 6. Exhibits


Exhibit

 

Description

 

 

 

31.1

 

Section 302 Certification of Chief Executive Officer

31.2

 

Section 302 Certification of Chief Financial Officer

32.1

 

Section 906 Certification of Chief Executive Officer

32.2

 

Section 906 Certification of Chief Financial Officer

101.INS

 

XBRL Instance Document

101.SCH

 

XBRL Schema Document

101.CAL

 

XBRL Calculation Linkbase Document

101.DEF

 

XBRL Definition Linkbase Document

101.LAB

 

XBRL Labels Linkbase Document

101.PRE

 

XBRL Presentation Linkbase Document










19






SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.



CURRY GOLD CORP



By:

/s/ Soenke Timm

 

Soenke Timm

 

Director, President & Chief Executive Officer

 

Dated: April 11, 2012




By:

/s/ Soenke Timm

 

Soenke Timm

 

Director, Chief Financial Officer, Chief Accounting Officer, Treasurer, and Secretary

 

Dated: April 11, 2012





















20