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EX-32 - EXHIBIT 32.2 - Virtus Oil & Gas Corp.curry083112v1322906certifica.htm
EX-32 - EXHIBIT 32.1 - Virtus Oil & Gas Corp.curry083112v1321906certifica.htm
EX-31 - EXHIBIT 31.1 - Virtus Oil & Gas Corp.curry083112v1311302certifica.htm
EX-31 - EXHIBIT 31.2 - Virtus Oil & Gas Corp.curry083112v1312302certifica.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: August 31, 2012


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


For the transition period from ________ to _________



Commission file number 001478725


Curry Gold Corp

(Name of Small Business Issuer in its charter)


Nevada

 

46-0524121

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)


200 S. Virginia Street, 8th Floor, Reno, Nevada  89501

(Address of principal executive offices)


(775) 398-3092

Issuer’s telephone number


Bachstrasse 1, CH-9606 Butschwil, Switzerland

(Former name, former address and former

fiscal year, if changed since last report)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]    No [  ]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X]    No [  ]


State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of October 14, 2012, the issuer had 3,350,000 shares of common stock, par value $0.001, issued and outstanding.

 

 



CURRY GOLD CORP

QUARTERLY REPORT ON FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2012 AND 2011

TABLE OF CONTENTS


 

PART I- FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

Condensed Balance Sheets as of August 31, 2012 (Unaudited) and November 30, 2011

3

 

Condensed Statements of Operations for the Three and Nine Months ended August 31, 2012 and August 31, 2011 and the period from September 30, 2009 (Inception) to August 31, 2012 (Unaudited)

4

 

Statement of Stockholders’ Equity (Deficit) (Unaudited)

5

 

Condensed Statements of Cash Flows for the Nine Months ended August 31, 2012 and 2011 and the period from September 30, 2009 (Inception) to August 31, 2012 (Unaudited)

6

 

Notes to Condensed Financial Statements (Unaudited)

7-14

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15-22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

23

Item 4.

Controls and Procedures

23

 

 

 

 

PART II- OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

24

Item 1A.

Risk Factors

24

Item 2.

Unregistered Sales of Securities and Use of Proceeds

24

Item 3.

Defaults Upon Senior Securities

24

Item 4.

Mine Safety Disclosures

24

Item 5.

Other Information

24

Item 6.

Exhibits

25

 

Signatures

25


 



PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS



CURRY GOLD CORP

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

 

 

 

August 31,

 

November 30,

 

2012

 

2011

 

 (Unaudited)

 

 

Current assets:

 

 

 

 

 

 

 

Cash

$

               -

 

 

$

           102

 

Prepaid expenses

 

-

 

 

 

118

 

Total current assets

 

-

 

 

 

220

 

 

 

 

 

 

 

 

 

Total assets

$

                -

 

 

$

           220

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

      15,909

 

 

$

           840

 

Accounts payable, related party

 

3,761

 

 

 

-

 

Accrued interest

 

-

 

 

 

307

 

Accrued interest, related party

 

-

 

 

 

3,990

 

Notes payable

 

-

 

 

 

6,435

 

Note payable, related party

 

-

 

 

 

34,353

 

Total current liabilities

 

19,670

 

 

 

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

 

75,129

 

 

 

12,150

 

(Deficit) accumulated during development stage

 

(98,149

)

 

 

(61,205

)

Total stockholders' equity (deficit)

 

(19,670

)

 

 

(45,705

)

 

 

 

 

 

 

 

 

Total liabilities and stockholders' equity (deficit)

$

                -

 

 

$

          220

 

 

 

See Accompanying Notes to Financial Statements.

 


 

3




CURRY GOLD CORP

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

 

 

 

For the Three Months

 

For the Nine Months

 

September 20, 2009

 

Ended August 31,

 

Ended August 31,

 

(inception) to

 

2012

 

2011

 

2012

 

2011

 

August 31, 2012

 

 

 

 

 

 

 

 

 

 

Revenue

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    General and administrative

 

1,846

 

 

 

1,085

 

 

 

4,060

 

 

 

3,526

 

 

 

16,520

 

    Professional fees

 

17,990

 

 

 

4,000

 

 

 

29,990

 

 

 

14,900

 

 

 

73,384

 

        Total operating expenses

 

19,836

 

 

 

5,085

 

 

 

34,050

 

 

 

18,426

 

 

 

89,904

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating (loss)

 

(19,836

)

 

 

(5,085

)

 

 

(34,050

)

 

 

(18,426

)

 

 

(89,904

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Foreign currency gain (loss)

 

-

 

 

 

1

 

 

 

-

 

 

 

1

 

 

 

(1,055

)

    Interest expense

 

(396

)

 

 

(1,013

)

 

 

(2,894

)

 

 

(2,556

)

 

 

(7,190

)

        Total other income (expense)

 

(396

)

 

 

(1,012

)

 

 

(2,894

)

 

 

(2,555

)

 

 

(8,245

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

$

(20,232

)

 

$

(6,097

)

 

$

(36,944

)

 

$

(20,981

)

 

$

(98,149

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    outstanding - basic and fully diluted

 

3,350,000

 

 

 

3,350,000

 

 

 

3,350,000

 

 

 

3,350,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Net (loss) per share - basic and fully diluted

$

(0.01

)

 

$

(0.00

)

 

$

(0.01

)

 

$

(0.01

)

 

 

 

 

        

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

)

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital from debt forgiveness

-

 

-

 

62,979

 

-

 

 

62,979

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the nine months ended August 31, 2012 (Unaudited)

-

 

-

 

-

 

(36,944

)

 

(36,944

)

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2012 (Unaudited)

3,350,000

 

 $               3,350

 

 $            75,129

 

 $          (98,149

)

 

 $             (19,670

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Accompanying Notes to Financial Statements.

 

 

5




CURRY GOLD CORP

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

 

 

 

 

 

 

For the Nine Months

 

September 30, 2009

 

Ended August 31,

 

(inception) to

 

2012

 

2011

 

August 31, 2012

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net (loss)

 $          (36,944

)

 

 $          (20,981

)

 

 $               (98,149

)

Adjustments to reconcile net (loss)

 

 

 

 

 

 

 

 

to net cash used in operating activities:

 

 

 

 

 

 

 

 

Decrease (increase) in assets:

 

 

 

 

 

 

 

 

Prepaid expenses

118

 

 

(119

)

 

-

 

Increase (decrease) in liabilities:

 

 

 

 

 

 

 

 

Accounts payable

15,069

 

 

(374

)

 

15,909

 

Accounts payable, related party

3,761

 

 

 (745

)

 

3,761

 

Accrued expenses

930

 

 

2,556

 

 

1,237

 

Accrued expenses, related party

1,964

 

 

-

 

 

5,954

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

(15,102

)

 

(19,663

)

 

(71,288

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

-

 

 

-

 

 

15,500

 

Proceeds from notes payable

15,000

 

 

6,435

 

 

21,435

 

Proceeds from note payable, related party

-

 

 

4,800

 

 

34,353

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

15,000

 

 

11,235

 

 

71,288

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

(102

)

 

 (8,428

)

 

-

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

102

 

 

12,094

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

 $                      -

 

 

 $               3,666

 

 

 $                           -

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

 

 

Interest paid

 $                      -

 

 

 $                      -

 

 

 

 

Income taxes paid

 $                      -

 

 

 $                      -

 

 

 

 

 

 

 

 

 

 

 

 

 

NON-CASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Contributed capital from debt forgiveness

 $             62,979

 

 

 $                      -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 originally formed to become an operator and franchisor of fast-casual food catering vans that capitalize on the growing trend of food to go (convenience food) with its Currywurst product, a product native to Germany, and market it through Switzerland and into major metropolitan US cities. On July 17, 2012, however, the Company abandoned its plans to enter into the catering van business and is instead evaluating alternative business opportunities. The Company is in the process of identifying alternatives in several industries, but the Company has not entered into any agreements regarding any such business opportunities.


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.

 

 

7



CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

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.


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.

 

 

8



CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

Recent Accounting Pronouncements

 

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.


In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.


In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.


In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.


In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

 

 

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 $98,149 and $61,205 at August 31, 2012 and November 30, 2011, respectively, and a working capital deficit of $19,670 and $45,705 at August 31, 2012 and November 30, 2011, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.


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



Note 3 – Related Party


On July 5, 2012, Soenke Timm sold 2,000,000 shares of the Company’s $0.001 par value common stock, representing sixty percent (60%) of the issued and outstanding shares of common stock, to Daniel M. Ferris. Mr. Timm owned no shares of common stock of the Company after the sale to Mr. Ferris. At the time of the sale of the Shares, Mr. Timm was the sole director and officer of the Company. Mr. Timm subsequently resigned as an officer of the Company effective July 6, 2012. Also effective July 6, 2012, Mr. Timm, as sole director acting by written consent without a special meeting, appointed Mr. Ferris to serve as President, Treasurer and Secretary of the Company.


On October 12, 2009, the Company issued 2,000,000 founder’s shares to the Company’s former 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 former 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 former CEO 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

On July 6, 2012, these loans totaling $40,307, consisting of $34,353 of principal and $5,954 of accrued interest was forgiven and contributed as capital by the former CEO.

 

 

10




CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

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:


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 August 31, 2012 and November 30, 2011:

 

 

August 31,

 

November 30,

 

2012

 

2012

 

 

 

 

 

 

10% unsecured demand loan originating on March 26, 2012 in the amount of $5,000. The note was forgiven by the lender and contributed to capital on June 26, 2012.

$

-

 

$

-

 

 

 

 

 

 

10% unsecured demand loan originating on January 17, 2012 in the amount of $10,000. The note was forgiven by the lender and contributed to capital on June 26, 2012.

 

-

 

 

-

 

 

 

 

 

 

10% unsecured demand loan originating on June 9, 2011 in the amount of $6,435. The note was forgiven by the lender and contributed to capital on June 26, 2012.

 

-

 

 

6,435

 

 

 

 

 

 

Total current maturities of notes payable

$

-

 

$

6,435

 

 

The Company had accrued interest of $-0- and $307 as of August 31, 2012 and November 30, 2010, respectively related to the note payable. Accrued interest of $1,237 was forgiven by the lender and contributed to capital on June 26, 2012.

 

 

11




CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

Note 6 – Note Payable, Related Party


Note payable, related party consists of the following at August 31, 2012 and November 30, 2011:


 

August 31,

 

November 30,

 

2012

 

2011

 

 

 

 

 

 

10% unsecured demand loan from the former CEO in the amount of $34,353. The loan was forgiven by the lender and contributed to capital on July 6, 2012.

$

-

 

$

34,353


The Company had accrued interest of $-0- and $3,990 owed to the Company’s CEO as of August 31, 2012 and November 30, 2011, respectively. Accrued interest of $5,954 was forgiven by the lender and contributed to capital on July 6, 2012.



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.


Contributed Capital

On July 6, 2012, a total of $40,307 of debts, including accrued interest of $5,954, owed to the former CEO were forgiven and contributed to capital.


On June 26, 2012, a total of $22,672 of debt, including accrued interest of $1,237 was forgiven and contributed to capital.

 

 

12




CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

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 nine months ended August 31, 2012 and the year ended November 30, 2011, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. The Company had approximately $98,150 and $61,200 of federal net operating losses at August 31, 2012 and November 30, 2011, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2030.


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


 

August 31,

 

November 30,

 

2012

 

2011

Deferred tax assets:

 

 

 

 

 

Net operating loss carry forwards

$

34,350 

 

$

21,420 

 

 

 

 

 

 

Net deferred tax assets before valuation allowance

 

34,350 

 

 

21,420 

Less: Valuation allowance

 

(34,350)

 

 

(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 August 31, 2012 and November 30, 2011, respectively.

 

 

13



CURRY GOLD CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

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:


 

August 31,

 

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 August 31, 2012.



Note 9 – Subsequent Events


The Company has not conducted any reportable subsequent events through the date of the filing of this report.

 

 

 

14



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


OVERVIEW AND OUTLOOK


Overview


Curry Gold Corp. was incorporated in the State of Nevada on September 30, 2009. The Company was originally formed to become an operator and franchisor of fast-casual food catering vans that capitalize on the growing trend of food to go (convenience food) with its Currywurst product, a product native to Germany, and market it through Switzerland and into major metropolitan U.S. cities. However, we are a development stage company and have not significantly commenced any operations. Our operations to date were devoted primarily to startup and development activities.

 

On July 5, 2012, Soenke Timm, the Company’s sole director, officer and principal shareholder, sold 2,000,000 shares of the common stock, $0.001 par value per share, of the Company (the “Shares”), representing sixty percent (60%) of the issued and outstanding shares of common stock, to Daniel M. Ferris. Mr. Ferris bought the Shares for cash consideration of $50,000, pursuant to a stock purchase agreement. The stock transfer by Mr. Timm to Mr. Ferris is referred to herein as the “Stock Transfer”. Mr. Timm owned no shares of common stock of the Company after the Stock Transfer. As a result of the Stock Transfer, Mr. Ferris obtained sufficient ownership to elect all of the members of our Board of Directors.

 

Immediately prior to the Stock Transfer, Mr. Timm was the sole director and officer of the Company. Mr. Timm resigned as an officer of the Company in all capacities effective July 6, 2012. Also effective July 6, 2012, Mr. Timm, as sole director acting by written consent without a special meeting, appointed Mr. Ferris to serve as President, Treasurer and Secretary of the Company. Mr. Ferris will serve as an officer of the Company until his resignation or removal.


On July 17, 2012, Mr. Ferris executed a written consent in lieu of a special meeting of the stockholders of the Company that adopted an amendment to the Bylaws of the Company that allows the Board of Directors to be composed of at least one (1), but not more than nine (9) directors, and appointed Mr. Ferris as a director of the Company. The amendment to the Bylaws was attached as Exhibit 3.3 to the Company's Current Report on Form 8-K filed on July 18, 2012. Mr. Timm’s resignation as a director of the Company was accepted immediately after the amendment to the Bylaws was adopted. Mr. Ferris will serve as a director until the next annual meeting of the stockholders, or his earlier resignation or removal.


After the Stock Transfer and change in the composition of our Board of Directors, the Company abandoned its plans to enter into the catering van business and is instead evaluating alternative business opportunities. Mr. Ferris, the Company’s President, is in the process of identifying alternatives in several industries, but the Company has not entered into any agreements regarding any such business opportunities at the date of this filing.


The Company leases an administrative office located at 200 S. Virginia Street, 8th Floor, Reno, Nevada  89501. Our telephone number is (775) 398-3092. Our fiscal year end is November 30.


In order for us to commence substantive operations, we will require additional capital. It was our expectation that registration with the Securities and Exchange Commission and subsequent public listing of our common stock might facilitate our efforts in attracting additional capital. Thus far we have been unsuccessful in obtaining additional financing despite our efforts.


Since the Company’s inception on September 30, 2009 to August 31, 2012, we have not generated any substantive revenues and have incurred a cumulative net loss of $98,149.

 

 

15



Results of Operations for the Three Months Ended August 31, 2012 and 2011:


The following table summarizes selected items from the statement of operations for the three month periods ended August 31, 2012 and 2011.


 

For the Three Months Ended

 

 

 

August 31,

 

August 31,

 

Increase /

 

2012

 

2011

 

(Decrease)

Revenue

$

 

$

 

$

-

 

 

 

 

 

 

 

 

 

General and administrative

 

1,846 

 

 

1,085 

 

 

761

Professional fees

 

17,990 

 

 

4,000 

 

 

13,990

Total Operating Expenses

 

19,836 

 

 

5,085 

 

 

14,751

 

 

 

 

 

 

 

 

 

Net Operating (Loss)

 

(19,836)

 

 

(5,085)

 

 

14,751

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

(396)

 

 

(1,012)

 

 

(616)

 

 

 

 

 

 

 

 

 

Net (Loss)

$

(20,232)

 

$

(6,097)

 

$

14,135


Revenue


We are a development stage company and had no revenue to recognize during the three months ended August 31, 2012 and 2011. As such, there were no comparative revenues.


General and administrative expenses

 

General and administrative expenses were $1,846 for the three months ended August 31, 2012 compared to $1,085 for the three months ended August 31, 2011, an increase of $761, or 70.1%. Our general and administrative expenses consisted of rents, bank fees, postage and delivery and stock services expenses. The increase in our general and administrative expenses was primarily due to the establishment of an office in June of 2012 and the related costs incurred in the three months ended August 31, 2012 compared to the same period ending August 31, 2011.

 

 

16



Professional fees


Professional fees were $17,990 for the three months ended August 31, 2012 compared to $4,000 for the three months ended August 31, 2011, an increase of $13,990, or 349.8%. The increase in our professional fees was a result of increased legal fees incurred in the three months ended August 31, 2012 related to increased legal fees due to the change in control compared to the three months ended August 31, 2011.


Net operating loss


The net operating loss for the three months ended August 31, 2012 was $19,836, or ($0.01) per share, compared to a net operating loss of $5,085, or ($0.00) per share for the three months ended August 31, 2011, an increase of $14,751, or 290.1%. Our net operating loss increased primarily as a result of increased legal fees incurred in the three months ended August 31, 2012 related to the change in control compared to the three months ended August 31, 2011.


Other expenses


Other expenses were $396 for the three months ended August 31, 2012 compared to $1,012 for the three months ended August 31, 2011, a decrease of $616, or 60.9%. The decrease in other expenses was a result of decreased interest expenses accrued on short term loans in the three months ended August 31, 2012 compared to the three months ended August 31, 2011 as all of our outstanding debt financing was forgiven with the change of control during July of 2012.


Net loss


The net loss for the three months ended August 31, 2012 was $20,232, or ($0.01) per share, compared to a net loss of $6,097, or ($0.00) per share for the three months ended August 31, 2011, an increase of $14,135, or 231.8%. Our net loss increased primarily as a result of increased legal fees incurred in the three months ended August 31, 2012 related to the change in control compared to the three months ended August 31, 2011.

 

 

17



Results of Operations for the Nine Months Ended August 31, 2012 and 2011:


The following table summarizes selected items from the statement of operations for the nine month periods ended August 31, 2012 and 2011.


 

For the Nine Months Ended

 

 

 

August 31,

 

August 31,

 

Increase /

 

2012

 

2011

 

(Decrease)

Revenue

$

 

$

 

$

-

 

 

 

 

 

 

 

 

 

General and administrative

 

4,060 

 

 

3,526 

 

 

534

Professional fees

 

29,990 

 

 

14,900 

 

 

15,090

Total Operating Expenses

 

34,050 

 

 

18,426 

 

 

15,624

 

 

 

 

 

 

 

 

 

Net Operating (Loss)

 

(34,050)

 

 

(18,426)

 

 

15,624

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

(2,894)

 

 

(2,555)

 

 

339

 

 

 

 

 

 

 

 

 

Net (Loss)

$

(36,944)

 

$

(20,981)

 

$

15,963


Revenue

 

We are a development stage company and had no revenue to recognize during the nine months ended August 31, 2012 and 2011. As such, there were no comparative revenues.

 

 

18



General and administrative expenses


General and administrative expenses were $4,060 for the nine months ended August 31, 2012 compared to $3,526 for the nine months ended August 31, 2011, an increase of $534, or 15.1%. Our general and administrative expenses consisted of office rents, bank fees, postage and delivery and stock services expenses. The increase in our general and administrative expenses was primarily due to the establishment of an office in June of 2012 and the related costs incurred in the nine months ended August 31, 2012 compared to the same period ending August 31, 2011.


Professional fees


Professional fees were $29,990 for the nine months ended August 31, 2012 compared to $14,900 for the nine months ended August 31, 2011, an increase of $15,090, or 101.3%. The increase in our professional fees was a result of increased legal fees incurred in the nine months ended August 31, 2012 related to increased legal fees due to the change in control compared to the nine months ended August 31, 2011.


Net operating loss


The net operating loss for the nine months ended August 31, 2012 was $34,050, or ($0.01) per share, compared to a net operating loss of $18,426, or ($0.01) per share for the nine months ended August 31, 2011, an increase of $15,624, or 84.8%. Our net operating loss increased primarily as a result of increased legal fees incurred in the nine months ended August 31, 2012 related to the change in control compared to the nine months ended August 31, 2011.


Other expenses


Other expenses were $2,894 for the nine months ended August 31, 2012 compared to $2,555 for the nine months ended August 31, 2011, an increase of $339, or 13.3%. The increase in other expenses was a result of increased interest expenses accrued on short term loans in the nine months ended August 31, 2012 as we increased our debt financing compared to the nine months ended August 31, 2011. These debts were forgiven pursuant to the change of control.


Net loss


The net loss for the nine months ended August 31, 2012 was $36,944, or ($0.01) per share, compared to a net loss of $20,981, or ($0.01) per share for the nine months ended August 31, 2011, an increase of $15,963, or 76.1%. Our net loss increased primarily as a result of increased legal fees incurred in the nine months ended August 31, 2012 related to the change in control compared to the nine months ended August 31, 2011.

 

 

19



Liquidity and Capital Resources


The following table summarizes total assets, accumulated deficit, stockholders’ equity (deficit) and working capital at August 31, 2012 compared to November 30, 2011.


 

August 31,

 

November 30,

 

2012

 

2011

Total Assets

$

-

 

$

220 

 

 

 

 

 

 

Accumulated (Deficit)

$

(98,149)

 

$

(61,205)

 

 

 

 

 

 

Stockholders’ Equity (Deficit)

$

(19,670)

 

$

(45,705)

 

 

 

 

 

 

Working Capital (Deficit)

$

(19,670)

 

$

(45,705)


At August 31, 2012, we had total assets of $766, consisting solely of cash. We have implemented financial controls in the business to ensure each expense is warranted and needed.


While we have raised capital to meet our working capital and financing needs in the past, additional financing is required in order to meet our current and projected cash flow deficits from operations and development of alternative revenue sources. As of August 31, 2012, we had a working capital deficit of $19,670. 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 former CEO, as well as $21,435 in non-related party short term loans. The holders of those loans agreed to forgive or cancel the loans in connection with the Stock Transfer. The Company, however, must identify alternative sources of financing.


Should we not be able to continue to secure additional financing when needed, we may not be able to develop or implement a business plan, or commence operations, any of which would have a material adverse effect on the Company. Our ability to commence operations is subject to attaining adequate financing.


We anticipate that our operational and general and administrative expenses for the next twelve months will total approximately $100,000. If sufficient financing is received, we may add additional personnel. However, we do not intend to increase our staff until such time as we can raise the capital or generate revenues to support the additional costs. At this time, we have not identified a business opportunity that we intend to pursue, developed a business plan, or entered into any agreements regarding business opportunities. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our business plan.

 

 

20



Satisfaction of our cash obligations for the next 12 months.


As of August 31, 2012, our cash balance was $-0-. Our plan for satisfying our cash requirements for the next twelve months is through private placements of shares of our common stock, third party financing, and/or traditional bank financing. We do not anticipate generating sufficient amounts of revenues to meet our working capital requirements. Consequently, we intend to make appropriate plans to secure sources of additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities.


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 $98,149 and $61,205 at August 31, 2012 and November 30, 2011, respectively, and a working capital deficit of $19,670 and $45,705 at August 31, 2012 and November 30, 2011, respectively. In addition, we do not currently have the cash resources to meet our operating commitments for the next twelve months. The Company’s ability to continue as a going concern must be considered in light of the problems, expenses, and complications frequently encountered by entrance into established markets and the competitive nature in which we operate.


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


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


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


Expected purchase or sale of plant and significant equipment.


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


Significant changes in the number of employees.


As of August 31, 2012, we had no employees, other than our non-paid CEO, Daniel Ferris. Currently, there are no organized labor agreements or union agreements and we do not anticipate any in the future.


If sufficient financing is received, we may add personnel. However, we do not intend to increase our staff until such time as we can raise the capital or generate revenues to support the additional costs.

 

 

21



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 October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.


In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.


In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 is not expected to have a material impact on our financial position or results of operations.


In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.


In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

 

 

22



Item 3. Quantitative and Qualitative Disclosure About Market Risk.


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



Item 4. Controls and Procedures


Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s officers and directors, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, in consideration of the fact that the Company has no employees besides the President, the President concluded that the Company’s disclosure controls and procedures are not effective at November 30, 2011, or August 31, 2012. Through the use of external consultants, the Company believes that the financial statements and the other information presented herewith are not materially misstated.


Management’s Report on Internal Controls over Financial Reporting

 

We carried out an evaluation of the effectiveness of our disclosure controls and procedures as of August 31, 2012 (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods.


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


Changes in Internal Control over Financial Reporting


There were no changes in our internal control over financial reporting during the quarter ended August 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 


 

23


 

 

PART II- OTHER INFORMATION


Item 1. Legal Proceedings


There are no known legal proceedings pending or threatened against us.

 

 

Item 1A. Risk Factors

 

As a smaller reporting company, we are not required to provide the information required by this item.



Item 2. Unregistered sales of Equity securities and Use of Proceeds


There have been no sales of unregistered equity securities.



Item 3. Defaults Upon Senior Securities


None.



Item 4. Mine Safety Disclosures


Not Applicable.



Item 5. Other Information


None.

 

 

24




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



SIGNATURES



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



CURRY GOLD CORP



By:

/s/ Daniel M. Ferris

 

Daniel M. Ferris

 

President, Treasurer, and Secretary

 

Dated: October 15, 2012


 

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