U.S. SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-Q

 

T  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: August 31, 2013

 

£  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 000-1478725

 

Virtus Oil & Gas Corp

(Name of registrant in its charter)

 

Nevada		46-0524121
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

The Gas Tower, 555 West 5th Street, 31st Floor, Los Angeles, California 90013

(Address of principal executive offices)

 

(213) 533-4122

Issuer’s telephone number

 

Curry Gold Corp.

29 Farmington, Nr Cheltenham, Gloucestershire, GL54 3ND, UK

(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 £    No T

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes £    No T

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer	£		Accelerated filer	£
	Non-accelerated filer (Do not check if a smaller reporting company)	£		Smaller reporting company	T

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes T    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 11, 2013, the issuer had 46,900,000 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, 2013 AND 2012

 

 

TABLE OF CONTENTS

 

 

	PART I- FINANCIAL INFORMATION	PAGE #
Item 1.	Financial Statements	3
	Condensed Balance Sheets as of August 31, 2013 (Unaudited) and November 30, 2012	3
	Condensed Statements of Operations for the Three and Nine Months ended August 31, 2013 and 2012, and the period from September 30, 2009 (Inception) to August 31, 2013 (Unaudited)	4
	Statement of Stockholders’ Equity (Deficit) (Unaudited)	5
	Condensed Statements of Cash Flows for the Nine Months ended August 31, 2013 and 2012, and the period from September 30, 2009 (Inception) to August 31, 2013 (Unaudited)	6
	Notes to Condensed Financial Statements (Unaudited)	7-12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13-17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
	PART II- OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	Signatures	21

 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

VIRTUS OIL & GAS CORP

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

 

		August 31,				November 30,
		2013				2012
		(Unaudited)
ASSETS
Current assets:
Cash		$	33,666			$	–
Prepaid expenses			1,313				625
Total current assets			34,979				625
Fixed assets, net			1,319				–
Total assets		$	36,298			$	625
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	26,105			$	18,795
Accounts payable, related party			–				14,918
Accrued interest, related party			3,339				–
Note payable, related party			47,749				–
Total current liabilities			77,193				33,713
Commitments
Stockholders' equity (deficit):
Common stock, $0.001 par value, 150,000,000 shares authorized, 46,900,000 and 46,900,000 shares issued and outstanding at August 31, 2013 and November 30, 2012, respectively			46,900				46,900
Additional paid-in capital			31,579				31,579
Stock subscription payable			100,000				–
(Deficit) accumulated during development stage			(219,374	)			(111,567	)
Total stockholders' equity (deficit)			(40,895	)			(33,088	)
Total liabilities and stockholders' equity (deficit)		$	36,298			$	625

 

 

See Accompanying Notes to Financial Statements.

 

 

 

VIRTUS OIL & GAS CORP

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three Months								For the Nine Months								September 30, 2009
		Ended August 31,								Ended August 31,								(inception) to
		2013				2012				2013				2012				August 31, 2013
Revenue		$	–			$	–			$	–			$	–			$	–
Operating expenses:
General and administrative			39,589				1,846				47,291				4,060				67,031
Professional fees			38,426				17,990				57,177				29,990				140,759
Total operating expenses			78,015				19,836				104,468				34,050				207,790
Net operating (loss)			(78,015	)			(19,836	)			(104,468	)			(34,050	)			(207,790	)
Other income (expense):
Foreign currency gain (loss)			–				–				–				–				(1,055	)
Interest expense			(1,102	)			(396	)			(3,339	)			(2,894	)			(10,529	)
Total other income (expense)			(1,102	)			(396	)			(3,339	)			(2,894	)			(11,584	)
Net (loss)		$	(79,117	)		$	(20,232	)		$	(107,807	)		$	(36,944	)		$	(219,374	)
Weighted average number of common shares outstanding - basic and fully diluted			46,900,000				46,900,000				46,900,000				46,900,000
Net (loss) per share - basic and fully diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)

 

 

See Accompanying Notes to Financial Statements.

 

 

 

VIRTUS OIL & GAS CORP

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

 

																		(Deficit)
																		Accumulated				Total
										Additional								During				Stockholders'
		Common stock								Paid-In				Subscription				Development				Equity
		Shares				Amount				Capital				Payable				Stage				(Deficit)
Common stock issued to founder for cash at $0.000007 per share			28,000,000			$	28,000			$	(26,000	)		$	–			$	–			$	2,000
Common stock issued to founders for cash at $0.0007 per share			18,900,000				18,900				(5,400	)			–				–				13,500
Net loss for the year ended November 30, 2009			–				–				–				–				(745	)			(745	)
Balance, November 30, 2009			46,900,000				46,900				(31,400	)			–				(745	)			14,755
Net loss for the year ended November 30, 2010			–				–				–				–				(33,941	)			(33,941	)
Balance, November 30, 2010			46,900,000				46,900				(31,400	)			–				(34,686	)			(19,186	)
Net loss for the year ended November 30, 2011			–				–				–				–				(26,519	)			(26,519	)
Balance, November 30, 2011			46,900,000				46,900				(31,400	)			–				(61,205	)			(45,705	)
Contributed capital from debt forgiveness			–				–				62,979				–				–				62,979
Net loss for the year ended November 30, 2012			–				–				–								(50,362	)			(50,362	)
Balance, November 30, 2012			46,900,000				46,900				31,579				–				(111,567	)			(33,088	)
Common stock subscription for cash at $0.33 per share			–				–				–				100,000				–				100,000
Net loss for the nine months ended August 31, 2013			–				–				–				–				(107,807	)			(107,807	)
Balance, August 31, 2013 (Unaudited)			46,900,000			$	46,900			$	31,579			$	100,000			$	(219,374	)		$	(40,895	)

 

See Accompanying Notes to Financial Statements.

 

 

 

VIRTUS OIL & GAS CORP

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Nine								September 30, 2009
		Months Ended								(inception) to
		August 31, 2013				August 31, 2012				August 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)		$	(107,807	)		$	(36,944	)		$	(219,374	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation			120				–				120
Decrease (increase) in assets:
Prepaid expenses			(688	)			118				(1,313	)
Increase (decrease) in liabilities:
Accounts payable			7,310				15,069				26,105
Accounts payable, related party			–				3,761				14,918
Accrued expenses			–				930				1,237
Accrued expenses, related party			3,339				1,964				9,293
Net cash used in operating activities			(97,726	)			(15,102	)			(169,014	)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments on the purchase of fixed assets			(1,439	)			–				(1,439	)
Net cash used in investing activities			(1,439	)			–				(1,439	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock			100,000				–				115,500
Proceeds from notes payable			–				15,000				21,435
Repayment on note payable, related party			(2,113	)			–				(2,113	)
Proceeds from note payable, related party			34,944				–				69,297
Net cash provided by financing activities			132,831				15,000				204,119
NET CHANGE IN CASH			33,666				(102	)			33,666
CASH AT BEGINNING OF PERIOD			–				102				–
CASH AT END OF PERIOD		$	33,666			$	–			$	33,666
SUPPLEMENTAL INFORMATION:
Interest paid		$	–			$	–
Income taxes paid		$	–			$	–
NON-CASH INVESTING AND FINANCING ACTIVITIES:
14:1 forward stock split		$	43,550			$	–
Contributed capital from debt forgiveness		$	–			$	62,979

 

 

See Accompanying Notes to Financial Statements.

 

 

 

VIRTUS OIL & GAS CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

Note 1 - Nature of Business and Significant Accounting Policies

 

Nature of Business

Virtus Oil & Gas Corp. (“the Company”, “we”, “us” or “our”), formerly known as Curry Gold Corp., 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, that we would market 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, in August 2013, the Company began seeking opportunities in the oil and gas exploration business, but the Company has not entered into any agreements regarding any such business opportunities.

 

Effective August 30, 2013, the shareholders of the Company approved (i) a forward stock split (the “Stock Split”) of the issued and outstanding shares of the common stock, $0.001 par value (“Common Stock”), in which each outstanding share of Common Stock would be exchanged for fourteen (14) new shares of Common Stock, and (ii) the change of the Company’s name to “Virtus Oil and Gas Corp.,” as reflected in the Amended and Restated Articles of Incorporation filed with the Secretary of State of Nevada on July 25, 2013 (as amended, the “Restated Articles”). The Restated Articles also increased the number of authorized shares of the Company’s Common Stock from 75,000,000 to 150,000,000.

 

Basis of Presentation

The financial statements included herein, presented in accordance with United States generally accepted accounting principles and 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.

 

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.

 

Development Stage Policy

The Company has not earned revenue from planned principal operations since inception (September 30, 2009). 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.

 

Stock Based Compensation

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

 

The Company 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.

 

 

VIRTUS OIL & GAS CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

The Company 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. The Company will calculate the fair value of options using a Black-Scholes option pricing model. The Company 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 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 February 2013, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

 

	-	Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income (but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period); and
	-	Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

 

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

 

 

VIRTUS OIL & GAS CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities , which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

 

In October 2012, the FASB issued 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.

 

 

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 $219,374 and a working capital deficit of $42,214 at August 31, 2013. 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

 

From time to time the Company’s CEO, Daniel Ferris has paid invoices on behalf of the Company. As of August 31, 2013, the Company owed Mr. Ferris a total of $51,088, including $3,339 of interest accrued at 10% per annum.

 

On July 5, 2012, the Company’s former CEO, Soenke Timm sold 28,000,000 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 28,000,000 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 700,000 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 18,200,000 founder’s shares at the $0.01 in exchange for proceeds of $13,000.

 

 

VIRTUS OIL & GAS CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

From time to time the former CEO 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.

 

 

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 has cash and a related party note payable that is considered a financial instrument 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.

 

The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of August 31, 2013 and November 30, 2012, respectively:

 

		Fair Value Measurements at August 31, 2013
		Level 1				Level 2				Level 3
Assets
Cash		$	33,666			$	–			$	–
Total assets			33,666				–				–
Liabilities
Note payable, related party			–				47,749				–
Total liabilities			–				47,749				–
		$	33,666			$	(47,749	)		$	–

 

 

VIRTUS OIL & GAS CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

Fair Value Measurements at November 30, 2012

Level 1

Level 2

Level 3

Assets

None

$

–

$

–

$

–

Total assets

–

–

–

Liabilities

None

–

–

–

Total liabilities

–

–

–

$

–

$

–

$

–

 

There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the nine months ended August 31, 2013 and the year ended November 30, 2012.

 

Level 2 liabilities consist of a short term, unsecured, related party promissory note. No fair value adjustment was necessary during the nine months ended August 31, 2013 and the year ended November 30, 2012.

 

 

Note 5 - Fixed Assets

 

Fixed assets consist of the following at August 31, 2013 and November 30, 2012, respectively:

 

		August 31,				November 30,
		2013				2012
Office equipment		$	1,439			$	–
Less accumulated depreciation			(120	)			–
		$	1,319			$	–

 

Depreciation and amortization expense totaled $120 and $-0- for the nine months ended August 31, 2013 and 2012, respectively.

 

 

Note 6 - Note Payable, Related Party

 

Note payable, related party consists of the following at August 31, 2013 and November 30, 2012, respectively:

 

		August 31,				November 30,
		2013				2012
10% unsecured demand loan from Daniel M. Ferris, CEO bearing interest at 10% per annum.		$	47,749			$	–

  

The Company had accrued interest of $3,339 and $-0- owed to the Company’s CEO as of August 31, 2013 and November 30, 2012, respectively.

 

Interest expense was $3,339 and $2,498 for the nine months ended August 31, 2013 and 2012, respectively.

 

 

Note 7 - Stockholders’ Equity

 

The Company has authorized 150,000,000 shares of $0.001 par value common stock.

 

Common Stock

On October 12, 2009, the Company issued 28,000,000 founder’s shares to the Company’s former CEO at the par value of $0.001 in exchange for proceeds of $2,000.

 

 

VIRTUS OIL & GAS CORP

(A Development Stage Company)

Notes to Condensed Financial Statements

(Unaudited)

 

On October 12, 2009, the Company issued 700,000 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 18,200,000 founder’s shares at the $0.01 in exchange for proceeds of $13,000.

 

As a result of the forward stock split, 33,550,000 additional shares were issued. The interim consolidated financial statements contained herein reflect the appropriate values for capital stock and accumulated deficit. Unless otherwise noted, all references in the accompanying interim consolidated financial statements to the number of common shares and per share amounts have been retroactively restated to reflect the forward stock split.

 

On July 19, 2013, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 150,000 shares of Common Stock to the investor for an aggregate purchase price of $50,000, or $0.3333 per share. The proceeds were received on July 19, 2013, but the shares have not yet been issued as of the date of this report and recorded as a stock payable.

 

On August 20, 2013, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 150,000 shares of Common Stock to the investor for an aggregate purchase price of $50,000, or $0.3333 per share. The proceeds were received on August 20, 2013, but the shares have not yet been issued as of the date of this report and recorded as a stock payable.

 

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.

 

 

Note 8 - Subsequent Events

 

On October 7, 2013, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 300,000 shares of Common Stock to the investor for an aggregate purchase price of $100,000, or $0.3333 per share. The proceeds were received on October 9, 2013, but the shares have not yet been issued as of the date of this report.

 

 

 

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

 

OVERVIEW AND OUTLOOK

 

We are currently a development stage company 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.

 

We were incorporated in the State of Nevada on September 30, 2009. Our principal administrative office is located at The Gas Tower, 555 West 5th Street, 31st Floor, Los Angeles, California 90013. Our telephone number is (213) 533-4122. Our fiscal year end is November 30.

 

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 forming our entity, developing our business plan, registering with the SEC and listing our Common Stock on the OTCBB exchange under the symbol, “VOIL”. The Company is still evaluating potential business opportunities, but currently engages in no actual business operations.

 

In order for us to commence substantive operations, we will require additional capital. It was our expectation that registration with the SEC and subsequent public listing of our Common Stock might facilitate our efforts in attracting additional capital.

 

Since the Company’s inception on September 30, 2009 to August 31, 2013, we have not generated any revenues and have incurred a cumulative net loss of $219,373.

 

Results of Operations for the Three Months Ended August 31, 2013 and 2012:

 

The following table summarizes selected items from the statement of operations for the three month periods ended August 31, 2013 and 2012.

 

		For the Three Months Ended
		August 31,				August 31,				Increase /
		2013				2012				(Decrease)
Revenues		$	–			$	–			$	–
General and Administrative			39,589				1,846				37,743
Professional Fees			38,426				17,993				20,433
Total Operating Expenses			78,015				19,839				58,175
Net Operating (Loss)			(78,015	)			(19,939	)			58,175
Total Other Income (Expense)			(1,102	)			(396	)			(706	)
Net (Loss)		$	(79,117	)		$	(20,236	)		$	58,881

 

Revenues:

 

The Company was established on September 30, 2009 and is in the development stage and had no operations during the three month periods ended August 31, 2013 and August 31, 2012, as such there were no revenues.

 

General and Administrative:

 

General and administrative expenses were $39,589 for the three months ended August 31, 2013 compared to $1,846 for the three months ended August 31, 2012, an increase of $37,743, or 2044%. Our general and administrative expenses consisted of rents, bank fees, postage and delivery, stock services and travel expenses. The increase in our general and administrative expenses was due to officer and director compensation of $24,000, web site development costs of $2,223, and travel costs of $4,661incurred in the three months ended August 31, 2013, none of which was incurred in the prior period and increased regulatory requirements and increased rent and telephone expenses incurred in the three months ended August 31, 2013 compared to the same period ending August 31, 2012.

 

 

Professional Fees:

 

Professional fees expenses were $38,426 for the three months ended August 31, 2013 compared to $17,993 for the three months ended August 31, 2012, an increase of $20,433, or 114%. The increase in our professional fees was a result of increased legal fees incurred in the three months ended August 31, 2013 related to compliance and reporting services that were not incurred during the comparative three months ended August 31, 2012.

 

Net Operating Loss:

 

The net operating loss for the three months ended August 31, 2013 was $78,015, or ($0.00) per share, compared to a net operating loss of $19,939, or ($0.00) per share for the three months ended August 31, 2012, an increase of $58,175, or 293%. Our net operating loss increased primarily due to the increased executive compensation, increased legal fees associated with our compliance and reporting services, increased rent and telephone expenses incurred in the three months ended August 31, 2013 compared to the three months ended August 31, 2012.

 

Other Expense:

 

Other expense was $1,102 for the three months ended August 31, 2013 compared to $396 for the three months ended August 31, 2012, a decrease of $706, or 178%. The increase in other expenses was a result of increased interest expense on short term debt financing as a result of having higher debts outstanding in the three months ended August 31, 2013 compared to the three months ended August 31, 2012. A total of $62,979 of debts, including accrued interest of $7,191, was forgiven by the former management on June 26, 2012.

 

Net Loss:

 

The net loss for the three months ended August 31, 2013 was $79,117, or ($0.00) per share, compared to a net loss of $20,232, or ($0.00) per share for the three months ended August 31, 2012, an increase of $58,881, or 291%. Our net loss increased primarily due to the increased executive compensation and increased legal fees associated with our compliance and reporting services, increased rent and telephone expenses incurred in the three months ended August 31, 2013 compared to the three months ended August 31, 2012.

 

Results of Operations for the Nine Months Ended August 31, 2013 and 2012:

 

The following table summarizes selected items from the statement of operations for the nine month periods ended August 31, 2013 and 2012.

 

		For the Nine Months Ended
		August 31,				August 31,				Increase /
		2013				2012				(Decrease)
Revenues		$	–			$	–			$	–
General and Administrative			47,291				4,057				43,235
Professional Fees			57,177				29,993				27,183
Total Operating Expenses			104,468				34,050				70,418
Net Operating (Loss)			(104,468	)			(34,050	)			70,418
Total Other Income (Expense)			(3,339	)			(2,897	)			(441	)
Net (Loss)		$	(107,807	)		$	(36,947	)		$	70,860

 

Revenues:

 

The Company was established on September 30, 2009 and is in the development stage and had no operations during the nine month periods ended August 31, 2013 and 2012, respectively, as such there were no revenues.

 

 

General and Administrative:

 

General and administrative expense was $47,291 for the nine months ended August 31, 2013 compared to $4,057 for the nine months ended August 31, 2012, an increase of $43,235, or 1066%. Our general and administrative expenses consisted of executive compensation, web site development, travel, rents, bank fees, postage and delivery, stock services and travel expenses. The increase in our general and administrative expenses was primarily due to increased executive compensation of $24,000, website development costs of $2,223, and increased rent of $5,842, incurred in the nine months ended August 31, 2013 compared to the same period ending August 31, 2012.

 

Professional Fees:

 

Professional fees expense was $57,177 for the nine months ended August 31, 2013 compared to $29,993 for the nine months ended August 31, 2012, an increase of $27,183, or 91%. The increase in our professional fees was a result of increased legal and accounting fees incurred in the nine months ended August 31, 2013 related to compliance and reporting services that were not incurred during the comparative nine months ended August 31, 2012.

 

Net Operating Loss:

 

The net operating loss for the nine months ended August 31, 2013 was $104,468, or ($0.00) per share, compared to a net operating loss of $34,050, or ($0.00) per share for the nine months ended August 31, 2012, an increase of $70,418, or 207%. Our net operating loss increased primarily due to the increased legal fees associated with our compliance and reporting services, increased travel, telephone and rent expenses and additional compliance costs related to the new XBRL filing requirements incurred in the nine months ended August 31, 2013 compared to the nine months ended August 31, 2012.

 

Other Expense:

 

Other expense was $3,339 for the nine months ended August 31, 2013 compared to $2,897 for the nine months ended August 31, 2012, an increase of $441, or 10%. The increase in other expenses was a result of increased interest expense on short term debt financing as a result of having higher debts outstanding in the nine months ended August 31, 2013 compared to the nine months ended August 31, 2012. A total of $62,979 of debts, including accrued interest of $7,191, was forgiven by the former management on June 26, 2012.

 

Net Loss:

 

The net loss for the nine months ended August 31, 2013 was $107,807, or ($0.00) per share, compared to a net loss of $69,947, or ($0.00) per share for the nine months ended August 31, 2012, an increase of $70,860, or 192%. Our net loss increased primarily due to the increased executive compensation and higher legal and accounting fees associated with our compliance and reporting services, and increased website, travel, telephone and rent expenses incurred in the nine months ended August 31, 2013 compared to the nine months ended August 31, 2012.

 

Liquidity and Capital Resources

 

The following table summarizes total assets, accumulated deficit, stockholders’ equity (deficit) and working capital at August 31, 2013 compared to November 30, 2012.

 

		August 31,				November 30,
		2013				2012
Total Assets		$	34,978			$	625
Accumulated (Deficit)		$	(219,374	)		$	(142,967	)
Stockholders’ Equity (Deficit)		$	(40,895	)		$	(33,088	)
Working Capital (Deficit)		$	(42,214	)		$	(33,088	)

 

 

Our principal source of operating capital has been provided from private sales of our Common Stock and debt financing. At August 31, 2013, we had a negative working capital position of $(42,214). As we continue to develop our business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations through Common Stock offerings and debt borrowings to the extent necessary to provide working capital. We have and expect to continue to have substantial capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months. We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to locate sources of additional funding, without which we will not be able to remain a viable entity. No financing arrangements are currently under contract, and there are no assurances that we will be able to obtain adequate financing. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control. Our funding sources to date have been as follows:

 

On October 7, 2013, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 300,000 shares of Common Stock to the investor for an aggregate purchase price of $100,000, or $0.3333 per share. The proceeds from the sale will be used for general administrative purposes.

 

On August 20, 2013, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 150,000 shares of Common Stock to the investor for an aggregate purchase price of $50,000, or $0.3333 per share. The proceeds from the sale will be used for general administrative purposes.

 

On July 19, 2013, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., pursuant to which the Company agreed to issue 150,000 shares of Common Stock to the investor for an aggregate purchase price of $50,000, or $0.3333 per share. The proceeds from the sale were used for general administrative purposes.

 

On December 17, 2012 the Company received $34,944 from Daniel M. Ferris, our sole officer and director, in exchange for an unsecured promissory note, which carries a 10% interest rate and is due on demand. In addition, on various dates during the fiscal year ended November 30, 2012, the Company received total proceeds of $14,918 from Mr. Ferris to pay for operating expenses. On December 1, 2012 this total liability was converted from accounts payable, related party to the unsecured promissory note. The Company repaid a total of $2,113 of the principal during the six months ended May 31, 2013. The total balance owed to Mr. Ferris at May 31, 2013 was $49,986, including $2,237 of accrued interest.

 

During the years ended November 30, 2012 and 2011, the Company received unsecured loans to fund operations in the total amount of $15,000 and $6,435, respectively, bearing interest at 10% and due on demand from a private investor that was related to a member of our former management team. On June 26, 2012, the loans in the total amount of $22,672, including accrued interest of $1,237 were forgiven.

 

During the year ended November 30, 2011, the Company also received additional unsecured loans to fund operations in the amount of $4,800, bringing the total due to $34,353, bearing interest at 10% and due on demand from Soenke Timm, the Company’s founder and former President and CEO and sole director. On July 6, 2012, Mr. Timm forgave the $34,353 of loans and $5,954 of accrued interest.

 

We anticipate that we may incur operating losses in the next twelve months. Our revenues are not expected to exceed our investment and operating costs in the next twelve months. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of operations. To address these risks, we must, among other things, seek growth opportunities through investment, implement and successfully execute our business strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. We cannot assure that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition and results of operations.

 

Satisfaction of our cash obligations for the next 12 months.

 

As of August 31, 2013, our balance of cash on hand was $33,666. We subsequently received $100,000 pursuant to two Securities Purchase Agreements, one on July 19, 2013 for $50,000 and the second on August 20, 2013, also for $50,000. Our plan for satisfying our cash requirements for the next twelve months is through sale of shares of our Common Stock, third party debt financing, and/or traditional bank financing. We cannot assure investors that adequate financing will be available. In the absence of such financing, we may be unable to proceed with our operations. 

 

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 $219,374 and $111,567 at August 31, 2013 and November 30, 2012, respectively, and a working capital deficit of $42,214 and $33,088 at August 31, 2013 and November 30, 2012, 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.

 

Contractual obligations and commitments.

 

None.

 

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

 

We do not anticipate significant research and development expenditures in the near future.

 

Expected purchase or sale of plant and significant equipment.

 

We do not anticipate the purchase of significant property and equipment in the near future.

 

Off-balance sheet arrangements.

 

None.

 

Recently issued accounting standards.

 

In February 2013, Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income , to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

 

	-	Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income (but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period); and
	-	Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

 

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

 

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities , which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the FASB determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

 

In October 2012, the FASB issued 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.

 

 

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(f) 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 August 31, 2013 or November 30, 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

 

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures as of August 31, 2013 (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Based upon that evaluation, Mr. Daniel M. Ferris, 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 Exchange Act is recorded, processed, summarized and reported within the required time periods.

 

Inherent Limitations of Internal Controls

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, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

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 were no sales of unregistered equity securities during the three months ended August 31, 2013.

 

 

Item 3. Defaults Upon Senior Securities

 

None.

 

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

 

Item 5. Other Information

 

On August 20, 2013, the Company entered into a Securities Purchase Agreement with Fieldstone Industries, Inc., a company organized under the laws of the Marshall Islands, pursuant to which the Company agreed to issue 150,000 shares of Common Stock to the investor for an aggregate purchase price of $50,000, or $0.3333 per share. The shares have not been registered with the Securities and Exchange Commission, or under any state securities laws, and were issued in reliance on an exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. The proceeds from the sale will be used for general administrative purposes. The proceeds were received on August 20, 2013, but the shares have not yet been issued as of the date of this report. A copy of the Securities Purchase Agreement is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q.

 

 

 

Item 6. Exhibits

 

Exhibit		Description
10.1*		Securities Purchase Agreement dated July 19, 2013 by and between the Registrant and Fieldstone Industries, Inc., a copy of which is included on the Company’s Form 10-Q filed on July 22, 2013
10.2		Securities Purchase Agreement dated August 20, 2013 by and between the Registrant and Fieldstone Industries, Inc.
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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
________
* Incorporated by reference

 

*

Pursuant to Rule 406T of Regulation S-T, these interactive data files are not deemed filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act or Section 18 of the Securities Exchange Act and otherwise not subject to liability.

 

 

 

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
	Chief Executive Officer, President,
	Treasurer, Secretary and Director
	Dated: October 11, 2013