Attached files
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EX-3.1 - Virtus Oil & Gas Corp. | cgold_ex3-1.htm |
EX-5.1 - Virtus Oil & Gas Corp. | cgold_ex5.htm |
EX-23.1 - Virtus Oil & Gas Corp. | cgold_ex23.htm |
EX-3.2 - Virtus Oil & Gas Corp. | cgold_ex3-2.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
CURRY GOLD
CORP.
(Exact
name of registrant as specified in its charter)
NEVADA
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5810
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46-0524121
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(State
of incorporation)
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(Primary
Standard Industrial
Classification
Code)
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(IRS
Employer Identification #)
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Curry
Gold Corp.
Bachstrasse
1
Butschwil
9606
Switzerland
41
76 492 8779
|
The
Law Office of Michael M. Kessler, P.C.
3436
American River Dr., Suite 11
Sacramento,
CA 95864
Phone:
(916) 239-4000 / (916) 239-4008
|
(Address,
Zip Code and Telephone Number of
Principal
Executive Offices)
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(Name,
address and telephone
number
of legal council)
|
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon
as practicable after the effective date of this Registration
Statement.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. [X]
If this
Form is filed to register additional common stock for an offering under Rule
462(b) of the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. If this Form is a post-effective
amendment filed under Rule 462(c) of the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
If this
Form is a post-effective amendment filed under Rule 462(d) of the Securities
Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
[ ]
If
delivery of the prospectus is expected to be made under Rule 434, please check
the following box. [ ]
Indicate
by a check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
|
Smaller
reporting
company [X]
|
CALCULATION OF REGISTRATION
FEE
Securities
To
Be Registered
|
Amount
To Be
Registered
|
Offering
Price
Per
Share (1)
|
Aggregate
Offering
Price
(2)
|
Registration
Fee
|
||||||||||||
Common
Stock:
|
1,300,000 | $ | 0.01 | $ | 13,000 | $ | 0.53 |
Estimated
solely for the purpose of calculating the registration fee in accordance with
Rule 457 under the Securities Act.
No
exchange or over-the-counter market exists for our shares. The offering
price was established by management and does not reflect market value, assets or
any established criteria of valuation.
REGISTRANT
HEREBY AMENDS THIS REGISTRATION STATEMENT ON DATES AS MAY BE NECESSARY TO DELAY
ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR
UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON DATES AS THE
COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.
2
Prospectus
Curry
Gold Corp
1,300,000
Shares of Common Stock
The
selling shareholders named in this prospectus are offering all of the shares of
common stock offered through this prospectus.
Our
common stock is presently not traded on any market or securities
exchange.
Before
this offering, there has been no public market for the common
stock.
Price
Per
Share
|
Aggregate
Offering
Price
|
Dollar
Amount to be
Registered
|
||||||||||
Common
Stock
|
$ | 0.01 | $ | 13,000 | $ | 13,000 |
The information in this prospectus is
not complete and may be changed. We may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
The
selling shareholders will sell our shares at $0.01 per share until our shares
are quoted on the OTC Bulletin Board or equivalent market, and thereafter at
prevailing market prices or privately negotiated prices. There is no
assurance of when, if ever, our stock will be listed on an
exchange.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. It is illegal to tell you otherwise and any representation
to the contrary is a criminal offense.
THIS INVESTMENT
INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN
AFFORD A COMPLETE LOSS. WE URGE YOU TO READ THE "RISK FACTORS" SECTION BEGINNING
ON PAGE 6, ALONG WITH THE REST OF THIS PROSPECTUS BEFORE YOU MAKE YOUR
INVESTMENT DECISION.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The
date of this prospectus is ____________________.
INVESTING
IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" STARTING AT PAGE
6.
3
TABLE
OF CONTENTS
Page
No.
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6
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8
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8
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14
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14
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14
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14
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14
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17
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18
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Management's Discussion and Analysis of Financial Condition and Results of Operations | 22 |
Changes in and Disagreements with Accountants | 26 |
26
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28
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29
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30
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31
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31
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31
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F1-F10
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43
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43
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43
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43
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44
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45
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4
PART
I - INFORMATION REQUIRED IN PROSPECTUS
PROSPECTUS
SUMMARY
The
following summary highlights material information found in more detail elsewhere
in the Prospectus. It does not contain all of the information you should
consider. As such, before you decide to buy our common stock, in addition to the
following summary, we urge you to carefully read the entire Prospectus,
especially the risks of investing in our common stock as discussed under "Risk
Factors." In this Prospectus, the terms "we," "us," "our," and "Company" refer
to Curry Gold Corp, a Nevada corporation. "Common Stock" refers to
the Common Stock, par value $0.001 per share, of Curry Gold
Corp. Additionally, unless otherwise stated all amounts listed herein
are in United States dollars.
We are
currently a development stage company. Our strategy is to become an operator and
franchisor of fast-casual food catering vans that capitalize on the growing
trend of food to go (convenience food) with it’s Currywurst product, a product
native to Germany, and market it through Switzerland and into major metropolitan
US cities.
Our
principal executive offices are located at Bachstrasse 1, 9606 Butschwil,
Switzerland; our telephone number is +41 76 492 8779. We have generated no
revenues since our inception in September 2009, had a working capital deficit of
$745 as of November 30, 2009 and had a net loss of $745 for the year ended
November 30, 2009, and an accumulated net loss of $745 for the period from
inception until November 30, 2009. We had a deficit accumulated
during the development stage of $745 as of November 30, 2009. We have
budgeted the need for approximately $205,000 of additional funding during the
next 12 months to continue our business operations, pay costs and expenses
associated with our filing requirements with the Securities and Exchange
Commission (assuming the Registration Statement, of which this Prospectus is a
part is declared effective) and conduct our business activities as planned, and
such funding may not be able to be raised on favorable terms, if at all.
We believe we can continue our operations for approximately the next 9 months if
no additional financing is raised, with funds advanced to us by our officers,
Directors and significant shareholders pursuant to their Line of Credits, as
described below. If we are unable to raise adequate working capital for
fiscal 2010, we will be restricted in the implementation of our business
plan. If this were to happen, the value of our securities would
diminish and we may be forced to change our business plan for fiscal 2010, which
would result in the value of our securities declining in value and/or becoming
worthless. If we raise an adequate amount of working capital to
implement our business plan, we anticipate incurring net losses until we obtain
a sufficient number of customers to support our expenses and start up costs, if
ever.
The
shares of common stock offered herein represent 1,300,000 shares sold by the
Company to 22 private investors in a private placement from October 2009 to
November 2009, at $0.01 per share, acquired from us in a private placement that
was exempt from registration under Regulation S of the Securities Act of 1933,
and an aggregate of 2,050,000 shares of common stock issued in a private
placement to two officers of the Company in October 2009.
We have
no revenues, have had capital losses since inception, have had only limited
operations, and have been issued a going concern opinion by our
auditors. We rely upon the sale of our securities to fund operations
or interim loans from our shareholders; however, there can be no assurance that
either of these sources of financing will be available in the near future, if at
all.
The
following summary is qualified in its entirety by the detailed information
appearing elsewhere in this Prospectus. The securities offered hereby are
speculative and involve a high degree of risk. See "Risk Factors."
5
SUMMARY OF OUR OFFERING
This summary highlights important
information about our business and about this offering. Because it is a summary,
it does not contain all the information you should consider before investing in
the common stock. So,
please read the entire prospectus.
Our
Business
We are
currently a development stage company. Our strategy is to become an operator and
franchisor of fast-casual food catering vans that capitalize on the growing
trend of food to go (convenience food) with it’s Currywurst product, a product
native to Germany, and market it through Switzerland and into major metropolitan
US cities.
Curry
Gold Corp is a food company that wishes to serve the vast and expanding number
of immigrants from Germany in Switzerland with a traditional and well known
snack called Currywurst. After successful implementation of the product and
brand, Curry Gold Corp wishes to expand to the US in such cities as New York,
Washington, Boston and Chicago, as these cities have the most European tourists,
expatriates and affinities.
Curry
Gold Corp will serve its grilled specialty and beverages out of a catering van
to reach customers at places of interest, business districts and evening
entertainment areas. The catering van holds the grill, fryer and cooling areas
for beverages.
This is a
summary and the information is selective, it does not contain all information
that may be important to you. The summary highlights the more detailed
information and financial statements appearing elsewhere in this document. It is
only a summary. We urge you to read the entire prospectus
carefully.
We were
incorporated in the State of Nevada on September 29, 2009. Our administrative
office is located at Bachstrasse 1, Butschwil 9606, Switzerland and our
registered statutory office is located at 1117 Desert Lane, Las Vegas, Nevada
89102. Our telephone number is 41 76 492 8779. Our fiscal year end is
November 30.
The
Offering
Following
is a brief summary of this offering:
Securities
being offered
|
Up
to 1,300,000 shares of common stock, par value $0.001.
|
Offering
price per share
|
The
selling shareholders will sell our shares at $0.01 per share until
our shares are quoted on the OTC Bulletin Board, and thereafter at
prevailing market prices or privately negotiated prices. We
determined this offering price based upon the price of the last sale of
our common stock to investors.
|
Terms
of the Offering
|
The
selling shareholders will determine when and how they will sell the common
stock offered in this prospectus
|
Termination
of the Offering
|
The
offering will conclude when all of the 1,300,000 shares of common
stock have been sold, the shares no longer need to be registered to
be sold due to the operation of Rule 144(k) or we decide at any time
to terminate the registration of the shares at our sole discretion. In any
event, the offering shall be terminated no later than two years from
the effective date of this registration statement.
|
Securities
Issued and to be Issued
|
1,300,000
shares of our common stock are issued and outstanding as of the date of
this prospectus. All of the common stock to be sold under this
prospectus will be sold by existing shareholders.
|
Use
of proceeds
|
We
will not receive any proceeds from the sale of the common stock by the
selling shareholders.
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Going Concern |
Because
of our need for additional funding (as described above), as well as other
factors, our independent accountants have issued a going concern opinion
as described in greater detail in our audited financial statements filed
herewith.
|
6
SUMMARY
FINANCIAL DATA
We
derived the summary financial information from our audited financial statements
appearing elsewhere in this Prospectus. You should read this summary financial
information in conjunction with our plan of operation, financial statements and
related notes to the financial statements, each appearing elsewhere in this
Prospectus.
BALANCE
SHEET SUMMARY INFORMATION
November
30,
|
||||
2009
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||||
Cash
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$ | 15,500 | ||
Total
assets
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$ | 15,500 | ||
Total
current liabilities
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745 | |||
Common
stock
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3,350 | |||
Additional
paid-in capital
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12,150 | |||
(Deficit)
accumulated during development stage
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(745 | ) | ||
Total
stockholders' liabilities and equity
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$ | 15,500 |
STATEMENT
OF OPERATIONS SUMMARY INFORMATION
September
30, 2009
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||||
(inception)
to
|
||||
November
30, 2009
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||||
Revenue
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$ | - | ||
Total
operating expenses
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745 | |||
Net
(loss)
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$ | (745 | ) | |
Net
(loss) per share
|
$ | (0.00 | ) |
7
RISK FACTORS
Please
consider the following risk factors before deciding to invest in the common
stock.
RISKS
ASSOCIATED WITH OUR COMPANY:
1. We need to continue as a
going concern if our business is to succeed, if we do not we will go out of
business.
Our
independent accountant's report to our audited financial statements for the
period ended November 30, 2009 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern.
Such factors identified in the report are our accumulated deficit since
inception, our failure to attain profitable operations and our dependence upon
obtaining adequate financing to pay our liabilities. If we are not able to
continue as a going concern, it is likely investors will lose their
investments.
2.
As a start-up or
development stage company, an investment in Curry Gold Corp is considered a high
risk investment whereby you could lose your entire
investment.
We
have just commenced operations and, therefore, we are considered a "start-up" or
"development stage" company. We have not yet owned and/or operated a catering
van. We will incur significant expenses in order to implement our business plan.
As an investor, you should be aware of the difficulties, delays and expenses
normally encountered by an enterprise in its development stage, many of which
are beyond our control, including unanticipated developmental expenses,
inventory costs, employment costs, and advertising and marketing expenses. We
cannot assure you that our proposed business plan as described in this
prospectus will materialize or prove successful, or that we will ever be able to
operate profitably. If we cannot operate profitably, you could lose your entire
investment.
3. If we do not obtain
additional financing, our business will fail.
Our
current operating funds are less than necessary to complete all intended
objectives in our 12 month plan of operations, and therefore we will need to
obtain additional financing in order to complete our business plan. As of
November 30, 2009 we had cash in the amount of $15,500. We currently do not
have any operations and we have no income.
Our
business plan calls for a substantial amount of capital for the set up of
non-food material items such as a catering van as well as an effective marketing
campaign. We do not currently have sufficient funds to fulfill these
objectives and require additional financing in order to fully execute our
business plan. We will also require additional financing if the projected costs
of the 12 month plan of operations is greater than anticipated.
We will
require additional financing to sustain our business operations if we are not
successful in earning revenues once our first catering van and initial marketing
campaign is complete. We do not currently have any arrangements for
financing and we can provide no assurance to investors that we will be able to
find such financing if required. Obtaining additional financing would be subject
to a number of factors, including investor acceptance of our business model and
general market conditions. These factors may make the timing, amount,
terms or conditions of additional financing unavailable to
us.
The most
likely source of future funds presently available to us is through the sale of
equity capital. Any sale of share capital will result in dilution to existing
shareholders. The only other anticipated alternative for the financing of
furthering our business model would be the sale of a partial interest in our
company to a third party in exchange for cash, which is not presently
contemplated.
8
4. The success of the Company
depends heavily on Soenke Timm and his relationships in the
industry.
The
success of the Company will depend on the abilities of Soenke Timm, our
President, Chief Executive Officer, and Director, to generate business from his
existing contacts and relationships within the food services
industry. The loss of Mr. Timm will have a material adverse effect on
the business, results of operations (if any) and financial condition of the
Company. In addition, the loss of Mr. Timm may force the Company to
seek a replacement or replacements, who may have less experience, fewer
contacts, or less understanding of the business. Further, we can make
no assurances that we will be able to find a suitable replacement for Mr. Timm,
which could force the Company to curtail its operations and/or cause any
investment in the Company to become worthless.
5. Soenke Timm will continue to
influence matters affecting us after this offering, which may conflict with your
interests.
After
giving effect to this offering, Soenke Timm, the sole director of Curry Gold
Corp will beneficially own approximately 60% of the outstanding shares of common
stock of Curry Gold Corp. As a result of this stock ownership, Soenke Timm will
continue to influence the vote on all matters submitted to a vote of our
stockholders, including the election of directors, amendments to the certificate
of incorporation and the by-laws, and the approval of significant corporate
transactions. This consolidation of voting power could also delay, deter or
prevent a change-in-control of Curry Gold Corp that might be otherwise
beneficial to stockholders.
6. We lack an operating history
and we expect to have losses in the future.
We have not started our proposed
business operations or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our ability to
achieve and maintain profitability and positive cash flow is dependent upon the
following:
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a)
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our
ability to successfully produce a vending cart
and location;
|
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b)
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our
ability to attract and retain
customers;
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c)
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our
ability to maintain customer and location satisfaction for proposed
product offerings;
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d)
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competition
from other catering vendors; and
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e)
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our
ability to attract suitable
employees.
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Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the setting up and
initial marketing of our company. We cannot guarantee that we will be successful
in generating revenues in the future. Failure to generate revenues will cause us
to go out of business.
7. Our industry is highly
competitive.
The food
catering industry is highly competitive and fragmented. The Company expects
competition to intensify in the future. The Company expects to compete with
numerous food catering companies already existing in the marketplace both in
Europe and the US many of which have substantially greater financial, managerial
and other resources than those presently available to the
Company. Further, in the event the Company establishes food catering
concepts that can be franchised, the Company will compete with numerous other
businesses for potential franchisees. Numerous well-established
companies are focusing significant resources on building and establishing
profitable catering concepts that currently compete and will compete with the
Company's business in the future. The Company can make no assurance
that it will be able to effectively compete with other food catering developers
or that competitive pressures, including possible downward pressure on the food
catering industry as a whole, will not arise. In the event that the Company
cannot effectively compete on a continuing basis or competitive pressures arise,
such inability to compete or competitive pressures will have a material adverse
effect on the Company’s business, results of operations and financial
condition.
9
8. Our supply costs may be
higher than we expect because of fluctuations in availability and cost of meat
products.
We do not
intend to produce any of our own bratwurst. Instead, we will enter into supply
agreements with third parties. At this time we have no established supply
relationships. We may be unable to enter into supply contracts with third
parties to supply high quality bratwurst or other sausage products. There is no
assurance that we will be able to establish a suitable supply relationship or,
if established, that such sources of supply would be able to provide us with the
quantities or the quality of bratwurst or other sausage products that we may
require. Our inability to enter into a suitable supply agreement could have a
material adverse effect on our business.
Any
supplier from whom we might purchase bratwurst or other sausage products is
subject to volatility in the supply and price of meat products. Supply and price
can be affected by many factors such as disease, politics and economics in the
producing countries.
Although
we will be an insignificant customer of the bratwurst supplier, to the supplier,
bratwurst prices can be extremely volatile. We believe that increases in the
cost of our purchased products can, to a certain extent, be passed through to
our customers in the form of higher prices for curry wurst and beverages sold in
our vending van’s. We believe that our customers will accept reasonable price
increases made necessary by increased costs. Our ability to raise prices,
however, may be limited by competitive pressures if other vendors do not raise
prices in response to increased prices. Although we believe we have a sufficient
profit margin in our proposed pricing to absorb an increase in meat prices, our
inability to pass through higher prices in the form of higher retail prices for
curry wurst and beverages could have an adverse effect on us. Alternatively, if
bratwurst and other meat product prices remain too low, there could be adverse
impacts on the level of supply and quality of bratwurst available from
production plants, which could have a material adverse effect on our business
efforts.
9. Compliance with health and
other government regulations applicable to us could have a material adverse
effect on our business, financial condition and results of
operations.
The food
catering business is subject to various local, regional, municipal, state and
governmental regulations, standards and other requirements for food storage,
preparation facilities, food handling procedures and labor standards. We are
also subject to license and permit requirements relating to health and safety.
If we encounter difficulties in obtaining any necessary licenses or permits or
complying with these ongoing and changing regulatory requirements we may have
difficulty or may not even be able to open our food catering business. The
occurrence of any of these problems could materially harm the success of our
business and result in the entire loss of your investment.
Risks Relating To the
Company’s Securities
10. You will
not receive dividend income from an investment in the shares and as a result,
you may never see a return on your investment.
We have
never declared or paid a cash dividend on our shares nor will we in the
foreseeable future. We currently intend to retain any future earnings, if any,
to finance the operation and expansion of our business. Accordingly, investors
who anticipate the need for immediate income from their investments by way of
cash dividends should refrain from purchasing any of the securities offered by
Curry Gold Corp. As we do not intend to declare dividends in the future you may
never see a return on your investment and you indeed may lose your entire
investment.
10
RISKS
ASSOCIATED WITH THIS OFFERING:
11. There is currently no public
trading market for our common stock. Therefore, there is no central place, such
as stock exchange or electronic trading system, to resell your shares. If you do
want to resell your shares, you will have to locate a buyer and negotiate your
own sale.
Because
our shares are considered "penny stock," trading in it will be subject to the
penny stock rules which could affect your ability to resell your shares in the
market, if a market ever develops in the future.
Under
this offering the shares are being offered at $0.01 per share. If a trading
market for our common stock was to develop in the future, we believe the any
market price would be well under $5.00 per share. Securities which trade below
$5.00 per share are subject to the requirements of certain rules promulgated
under the Securities Exchange Act of 1934 which require additional disclosure by
broker-dealers in connection with any trades involving a stock defined as a
"penny stock" (generally, any non-NASDAQ equity security that has a market price
of less than $5.00 per share, subject to certain exceptions). As a result of
being a penny stock, the market liquidity for our common stock may be adversely
affected since the regulations on penny stocks could limit the ability of
broker-dealers to sell our common stock and thus your ability to sell our common
stock in the secondary market.
The rules
governing penny stock require the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith, and impose various sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally defined as an investor with a net worth in
excess of $1,000,000 or annual income exceeding $200,000, $300,000 together with
a spouse). For these types of transactions, the broker-dealer must make a
special suitability determination for the purchaser and have received the
purchaser's written consent to the transaction prior to sale. The broker-dealer
also must disclose the commissions payable to the broker-dealer, current bid and
offer quotations for the penny stock and, if the broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealer's
presumed control over the market. Such information must be provided to the
customer orally or in writing prior to effecting the transaction and in writing
before or with the customer confirmation. Monthly statements must be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks. The additional burdens
imposed on broker-dealers by such requirements may discourage them from
effecting transactions in the securities underlying the shares, which could
severely limit the liquidity of the securities underlying the shares and the
ability of purchasers in this offering to sell the securities underlying the
shares in the secondary market.
12.
Shareholder may be
diluted significantly through our efforts to obtain financing and satisfy
obligations through the issuance of additional shares of our common
stock.
We have
no committed source of financing. Wherever possible, our Board of Directors will
attempt to use non-cash consideration to satisfy obligations. In many instances,
we believe that the non-cash consideration will consist of restricted shares of
our common stock. Our Board of Directors has authority, without action or vote
of the shareholders, to issue all or part of the authorized but unissued shares
of common stock. In addition, if a trading market develops for our common stock,
we may attempt to raise capital by selling shares of our common stock, possibly
at a discount to market. These actions will result in dilution of the ownership
interests of existing shareholders, may further dilute common stock book value,
and that dilution may be material. Such issuances may also serve to enhance
existing management’s ability to maintain control of the Company because the
shares may be issued to parties or entities committed to supporting existing
management.
11
13. State Securities laws may
limit secondary trading, which may restrict the states in which and conditions
under which you can sell shares.
Secondary
trading in our common stock may not be possible in any state until the common
stock is qualified for sale under the applicable securities laws of the state or
there is confirmation that an exemption, such as listing in certain recognized
securities manuals, is available for secondary trading in the state. If we fail
to register or qualify, or to obtain or verify an exemption for the secondary
trading of, the common stock in any particular state, the common stock cannot be
offered or sold to, or purchased by, a resident of that state. In the event that
a significant number of states refuse to permit secondary trading in our common
stock, the liquidity for the common stock could be significantly
impacted.
14. Because we are not subject
to compliance with rules requiring the adoption of certain corporate governance
measures, our stockholders have limited protections against interested director
transactions, conflicts of interest and similar matters.
The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the
SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a
result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities that are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than legally
required, we have not yet adopted these measures.
Because
our Directors are not independent directors, we do not currently have
independent audit or compensation committees. As a result, our Directors have
the ability to, among other things, determine their own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest, if any, and similar matters and
any potential investors may be reluctant to provide us with funds necessary to
expand our operations.
We intend
to comply with all corporate governance measures relating to director
independence as and when required. However, we may find it very difficult or be
unable to attract and retain qualified officers, Directors and members of board
committees required to provide for our effective management as a result of the
Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of Directors and executive officers. The
perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these
roles.
15. We do not currently have a
public market for our securities. If there is a market for our securities in the
future, such market may be volatile and illiquid.
There is
currently no public market for our common stock. In the future, we hope to quote
our securities on the Over-The-Counter Bulletin Board (“OTCBB”). If there is a
market for our common stock in the future, we anticipate that such market would
be illiquid and would be subject to wide fluctuations in response to several
factors, including, but not limited to:
12
(1)
|
actual
or anticipated variations in our results of operations;
|
(2)
|
our
ability or inability to generate new revenues;
|
(3)
|
the
number of shares in our public float;
|
(4)
|
increased
competition; and
|
(5)
|
conditions
and trends in the market for solar power products and alternative energy
products in general.
|
Furthermore,
if our common stock becomes quoted on the OTCBB in the future, our stock price
may be impacted by factors that are unrelated or disproportionate to our
operating performance. These market fluctuations, as well as general economic,
political and market conditions, such as recessions, interest rates or
international currency fluctuations may adversely affect the market price of our
common stock. Additionally, moving forward we anticipate having a
limited number of shares in our public float, and as a result, there could be
extreme fluctuations in the price of our common stock. Further, due
to the limited volume of our shares which trade and our limited public float, we
believe that our stock prices (bid, ask and closing prices) will be entirely
arbitrary, will not relate to the actual value of the Company, and will not
reflect the actual value of our common stock. Shareholders and
potential investors in our common stock should exercise caution before making an
investment in the Company, and should not rely on the publicly quoted or traded
stock prices in determining our common stock value, but should instead determine
the value of our common stock based on the information contained in the
Company's public reports, industry information, and those business valuation
methods commonly used to value private companies.
16. Nevada Law and our articles
of incorporation authorize us to issue shares of stock, which shares may cause
substantial dilution to our existing shareholders.
We have
authorized capital stock consisting of 75,000,000 shares of common stock, $0.001
par value per share. As of the date of this Prospectus, we have 3,350,000 shares
of common stock issued and outstanding. As a result, our Board of
Directors has the ability to issue a large number of additional shares of common
stock without shareholder approval, which if issued could cause substantial
dilution to our then shareholders. As a result, the issuance of
shares of common stock may cause the value of our securities to decrease and/or
become worthless.
17. If our common stock is not
approved for quotation on the over - the - counter bulletin board, our
common stock may not be publicly traded, which could make it difficult to sell
shares of our common stock and / or cause the value of our common stock to
decline in value.
In order
to have our common stock quoted on the OTCBB, which is our current plan, we will
need to first have this Registration Statement declared effective; then engage a
market maker, who will file a Form 15c2-11 with the Financial Industry
Regulatory Authority ("FINRA"); and clear FINRA comments to obtain a trading
symbol on the OTCBB. Assuming we clear SEC comments and assuming we clear FINRA
comments, we anticipate receiving a trading symbol and having our shares of
common stock quoted on the OTCBB in approximately one (1) to two (2) months
after the effectiveness of this Registration Statement. In the event we are
unable to have this Registration Statement declared effective by the SEC or our
Form 15c2-11 is not approved by the FINRA, we plan to file a 15c2-11 to quote
our shares of common stock on the Pink Sheets. If we are not cleared to have our
securities quoted on the OTCBB and/or in the event we fail to obtain
effectiveness of this Registration Statement, and are not cleared for trading on
the Pink Sheets, there will be no public market for our common stock and it
could be difficult for our then shareholders to sell shares of common stock
which they own. As a result, the value of our common stock will likely be less
than it would otherwise due to the difficulty shareholders will have in selling
their shares. If we are unable to obtain clearance to quote our securities on
the OTCBB and/or the Pink Sheets, it will be difficult for us to raise capital
and we could be forced to curtail or abandon our business operations, and as a
result, the value of our common stock could become worthless.
13
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS.
Some
discussions in this prospectus may contain forward-looking statements that
involve risks and uncertainties. A number of important factors could cause our
actual results to differ materially from those expressed in any forward-looking
statements made by us in this prospectus. Such factors include, those discussed
in "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business," as well as those discussed elsewhere in this
prospectus. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events.
USE OF PROCEEDS
We will
not receive any proceeds from the sale of the common stock offered through this
prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The
selling shareholders will sell our shares at $0.01 per share until our shares
are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices
or privately negotiated prices. We determined this offering price, based
upon the price of the last sale of our common stock to investors. There is
no assurance of when, if ever, our stock will be listed on an
exchange.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
The
common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
SELLING SHAREHOLDERS
The
selling shareholders named in this prospectus are offering all of the 1,300,000
shares of common stock offered through this prospectus. These shares were
acquired from us in private placements that were exempt from registration under
Regulation S of the Securities Act of 1933. The shares include the
following:
1
|
1,300,000
shares of our common stock that the selling shareholders acquired from us
in an offering that was exempt from registration under Regulation S of the
Securities Act of 1933 and was completed in November
2009;
|
The
following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1
|
The
number of shares owned by each prior to this offering;
|
2
|
The
total number of shares that are to be offered for each;
|
3
|
The
total number of shares that will be owned by each
upon:
|
(a)
|
completion
of the offering; and
|
(b)
|
the
percentage owned by each upon completion of the offering.
|
14
Name
|
Total
number of
shares
owned
prior
to the offering
|
Percentage
of
shares
owned
prior
to offering
|
Number
of
shares
being
offered
|
Percentage
of
shares
owned
after the
offering
assuming
all
of the shares are
sold
in the offering
|
Sybille
Michel
|
100,000
|
3
%
|
100,000
|
0
|
Christoph
Jager
|
100,000
|
3
%
|
100,000
|
0
|
Martina
Schonmann
|
50,000
|
1.5
%
|
50,000
|
0
|
Ursina
Honegger
|
50,000
|
1.5
%
|
50,000
|
0
|
Catherine
Schweizer
|
50,000
|
1.5
%
|
50,000
|
0
|
Marco
P. Arnold
|
50,000
|
1.5
%
|
50,000
|
0
|
Timo
Degen
|
50,000
|
1.5
%
|
50,000
|
0
|
Christoph
Moor
|
50,000
|
1.5
%
|
50,000
|
0
|
Andreas
Lanker
|
50,000
|
1.5
%
|
50,000
|
0
|
Moritz
Vetterli
|
50,000
|
1.5
%
|
50,000
|
0
|
Stefan
Dorig
|
50,000
|
1.5
%
|
50,000
|
0
|
Marcel
Karsai
|
50,000
|
1.5
%
|
50,000
|
0
|
Rene
Berlinger
|
100,000
|
3
%
|
100,000
|
0
|
Victor
Gallus
|
100,000
|
3
%
|
100,000
|
0
|
Naomi
Meran
|
50,000
|
1.5
%
|
50,000
|
0
|
Ruth
Berlinger
|
50,000
|
1.5
%
|
50,000
|
0
|
Nicolas
Berlinger
|
50,000
|
1.5
%
|
50,000
|
0
|
Erich
Zwich
|
50,000
|
1.5
%
|
50,000
|
0
|
Andreas
Kalin
|
50,000
|
1.5
%
|
50,000
|
0
|
Aeneas
Hurlimann
|
50,000
|
1.5
%
|
50,000
|
0
|
Simon
Giger
|
50,000
|
1.5
%
|
50,000
|
0
|
Cyrill
Ziegler
|
50,000
|
1.5
%
|
50,000
|
0
|
Each
named party beneficially owns and has sole voting and investment power over all
shares or rights to these shares. The numbers in this table assume that
none of the selling shareholders sells shares of common stock not being offered
in this prospectus or purchases additional shares of common stock, and assumes
that all shares offered are sold. The percentages are based on 3,350,000
shares of common stock outstanding on the date of this
prospectus.
15
Other
than as described above, none of the selling shareholders:
1. Has
had a material relationship with us other than as a shareholder at any time
within the past three years; or
2. Has
ever been one of our officers or directors.
Regulation
S Compliance
Each
offer or sale above was made in an offshore transaction;
Neither
we, a distributor, any respective affiliates nor any person on behalf of any of
the foregoing made any directed selling efforts in the United
States;
Offering
restrictions were, and are, implemented;
No offer
or sale was made to a U.S. person or for the account or benefit of a U.S.
person;
Each
purchaser of the securities certifies that it was not a U.S. person and was not
acquiring the securities for the account or benefit of any U.S.
person;
Each
purchaser of the securities agreed to resell such securities only in accordance
with the provisions of Regulation S, pursuant to registration under the Act, or
pursuant to an available exemption from registration; and agreed not to engage
in hedging transactions with regard to such securities unless in compliance with
the Act;
The
securities contain a legend to the effect that transfer is prohibited except in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and
In
addition, we issued 2,000,000 restricted shares of common stock to Mr. Timm
under Section 4(2) of the Securities Act of 1933 in October 2009. Mr. Timm is a
sophisticated investor, is an officer and director of the company, and was in
possession of all material information relating to the company. Further, no
commissions were paid to anyone in connection with the sale of the shares and no
general solicitation was made to anyone.
We issued
50,000 restricted shares of common stock to Chris Pollmann under Section 4(2) of
the Securities Act of 1933 in October 2009. Mr. Pollmann is a sophisticated
investor, is a VP of the company, and was in possession of all material
information relating to the company. Further, no commissions were paid to anyone
in connection with the sale of the shares and no general solicitation was made
to anyone.
16
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
The
selling shareholders may sell some or all of their common stock in one or more
transactions, including block transactions:
The
selling shareholders will sell our shares at $0.01 per share until our shares
are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices
or privately negotiated prices. We determined this offering price arbitrarily
based upon the price of the last sale of our common stock to investors.
There is no assurance of when, if ever, our stock will be listed on an
exchange.
The
shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.
The
selling shareholders may also sell their shares directly to market makers acting
as principals or brokers or dealers, who may act as agent or acquire the common
stock as a principal. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling shareholders,
or, if they act as agent for the purchaser of such common stock, from such
purchaser.
The
selling shareholders will likely pay the usual and customary brokerage fees for
such services. Brokers or dealers may agree with the selling shareholders to
sell a specified number of shares at a stipulated price per share and, to the
extent such broker or dealer is unable to do so acting as agent for the selling
shareholders, to purchase, as principal, any unsold shares at the price required
to fulfill the respective broker's or dealer's commitment to the selling
shareholders.
Brokers
or dealers who acquire shares as principals may thereafter resell such shares
from time to time in transactions in a market or on an exchange, in negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such re-sales may pay or receive
commissions to or from the purchasers of such shares. These transactions may
involve cross and block transactions that may involve sales to and through other
brokers or dealers. The selling shareholders and any broker-dealer who execute
sales for the selling shareholders may be deemed to be an "underwriter" within
the meaning of the Securities Act in connection with such sales.
None of
the selling shareholders has any arrangement or agreement with any broker-dealer
or underwriting firm to resell any shares on behalf of the selling
shareholders.
The
selling shareholders must comply with the requirements of the Securities Act and
the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
1
|
Not
engage in any stabilization activities in connection with our common
stock;
|
2
|
Furnish
each broker or dealer through which common stock may be offered, such
copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
|
3
|
Not
bid for or purchase any of our securities or attempt to induce any person
to purchase any of our securities other than as permitted under the
Securities Exchange Act.
|
The
Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
17
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the Commission, which:
|
contains
a description of the nature and level of risk in the market for penny
stocks in both public offerings and
secondary trading;
|
|
contains
a description of the broker's or dealer's duties to the customer and of
the rights and remedies available to the customer with respect to a
violation of such duties or other requirements contains a brief, clear,
narrative description of a dealer market, including "bid" and "ask"
prices for penny stocks and the significance of the spread between
the bid and ask price;
|
|
contains
a toll-free telephone number for inquiries on disciplinary
actions;
|
|
defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and contains such other information and is in such form
(including language, type, size, and format) as the Commission shall
require by rule or regulation;
|
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with:
|
bid
and offer quotations for the penny stock;
|
|
the
compensation of the broker-dealer and its salesperson in
the transaction;
|
|
the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
|
|
monthly
account statements showing the market value of each penny stock held in
the customer's account.
|
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
Corporate History and Additional
Information
Curry
Gold Corp is a public food catering company incorporated September 30, 2009 in
the State of Nevada. The company intends to serve the vast and expanding number
of immigrants from Germany in Switzerland with a traditional and well known
snack called Currywurst. After successful implementation of the product and
brand, Curry Gold Corp wishes to expand into the US cities New York, Washington,
Boston and Chicago, as these cities have the most European tourists, expatriates
and affinities.
Curry
Gold Corp will serve its grilled specialty Currywurst and beverages out of a
catering van to reach customers at places of interest during the day in high
traffic business districts and during the evening around high traffic
entertainment areas. Currywurst is a classic meal at any time for the street
worker to the banker, for the kid after school to the hungry clubber during
night out. The catering van holds the grill, fryer and cooling fridge for
beverages.
Background
There are
disputes over where Currywurst was originally invented and which version is the
best. Sometimes Currywurst is sold through a food booth with a machine that
slices and spices the sausage. It is particularly popular in the metropolitan
areas of the Ruhr area of Berlin, and Hamburg. Considerable variation both in
the type of sausage used and the ingredients of the sauce occurs between these
areas.
18
Germans
are currently the fastest growing foreign group in the entire country of
Switzerland. In 2008 there were 14,332 Germans moving into the canton of Zurich
(source immigration authority Bern). In New York you will find 300,000 Germans,
who would with memories of home love to eat an original Currywurst.
Concept
and Strategy
The product
itself:
Currywurst is a German national dish consisting of hot pork sausage (German: Wurst means Sausage) cut into slices and seasoned with curry sauce. This sauce is the “Currywurst secret of success”. The sauce consists of ketchup or tomato paste blended with curry and other spices topped with generous amounts of curry powder. |
Germans
know the Currywurst as a take-out/take-away food from snacks (Schnellimbisse),
at diners or "greasy spoons," and on children's menus in restaurants. It’s
traditionally recognized as snack food for 24hrs occasions.
Usually
served with French fries or bread rolls, sometimes Currywurst is sold through a
food booth with a machine that slices and spices the sausage.
A grilled
sausage is known even in Switzerland as a fast snacking alternative which you
find only in two varieties, but always served with a piece of bread and mustard.
Furthermore in the US there are a variety of fast food products.
Our way to the
customer:
With our
innovative menu, we are targeting mainstream customers from Germany, Switzerland
and others with German background in the form of expatriates and tourists. We
believe the taste and quality of our food offerings will have wide market appeal
that will suit any consumer that enjoys fast snack products such as hot dogs and
hamburgers.
The
location of where the catering vans will be spread by way of promotion, flyers
and word of mouth. Furthermore one can search on the web or even sms to locate
current position. For example simply text CGZH (Curry Gold Corp Zurich) and
Curry Gold Corp will inform via text about current location on that specific
day.
We intend
to be a franchisor and operator of fast-casual food service vans that capitalize
on the growing trend of food to go (convenience food). We use high quality
ingredients and special cooking techniques to ensure that our menu items taste
great, are fresh and our guests receive their order in prompt fashion. All of
the meat we serve is all-natural and hormone-free. Our sauces are reduced-fat.
The “secret” sauce is home-made with special ingredients specially imported from
Berlin which is hometown to the Currywurst itself. Many customers not only want
to eat well, they also want to buy products that are prepared with good health
in mind. As well Currywurst provides a wonderful alternative to burgers and the
many hotdog stands.
19
Menu
Our menu
is centered on our traditional hot Currywurst with fresh bread rolls, french
fries or fried onions.
Our menu
contains:
|
-
|
Currywurst
(normal spicy or hot) with a fresh bread
roll
|
|
-
|
Currywurst
(normal spicy or hot) with French
fries
|
|
-
|
The
above mentioned with a topping of fresh fried
onions
|
Beverages:
|
-
|
soft
drinks
|
|
-
|
German
beer
|
|
-
|
small
bottles of champagne
|
Growth Strategy
We intend
to have one catering van operational by the end of 2010. Additional catering
vans will be brought into service depending on the success and the capital
available to execute further growth.
After a
six to twelve month trial in the canton of Zurich we intend to offer franchises
of the Curry Gold Corp concept. We will award franchises both on an individual
basis in the Zurich area and to entre prenuer’s outside the canton throughout
the German speaking part of Switzerland. In twelve to twenty four months we
intend to sell franchises in the US.
We seek
to sell franchises to sophisticated, experienced operators who already know
their markets, having operated other food service companies in their
territories. We believe these sophisticated operators will enable our concept to
grow rapidly and help establish the Curry Gold Corp brand across Switzerland and
abroad. We will not allow sub-franchising. All franchise agreements will be
directly with us.
We also
intend to grow our vans base through the building of company-owned units
(catering vans). Our current plan calls for approximately 10% of our units to be
company-owned. The primary purpose of this effort is to ensure that management
understands how the vans evolve and operate and has its own “kitchen” to test
new initiatives (menu items, loyalty programs etc.) in front of real customers.
We are instituting a loyalty program that utilizes magnetically encoded discount
loyalty cards with our repeat customers. Our database should contain the names
of all loyalty card users, so we can text them for special occasions. The
loyalty card provides us with a direct communications channel with our
customers, drives sales and allows us to track consumer behavior.
Suppliers
Regional
suppliers will be used to fulfill the demand of the products we intend to vend
to the consumer. Furthermore the sauce will be homemade using ingredients
directly imported from Berlin.
We strive
to obtain consistent high-quality ingredients at competitive prices from
reliable sources. To obtain operating efficiencies and to provide fresh
ingredients for our food products while obtaining the lowest possible ingredient
prices for the required quality, we intend to purchase the bulk of our supplies
from a single supplier, Bell AG. The balance of our food supplies will come from
local vegetable/sausage and bread suppliers. Most food, produce and other
products will be shipped from distribution facilities directly to our location
two to three times per week. We do not maintain a central food product warehouse
or commissary. We do not have any long-term contracts with our food
suppliers.
20
Competition
Switzerland:
There are
no street vendors selling Currywurst. Only various locations of ordinary sausage
grills who offer two varieties of a grilled sausage native to
Switzerland.
The
snacking industry is intensely competitive. There are many different sectors
within this industry that are distinguished by types of service, food types and
price/value relationships. We position Curry Gold Corp in the highly competitive
and fragmented fast-casual sector of the fast food industry. In addition to
competing against other fast-casual restaurants, we compete against other
sectors of the restaurant industry, including fast-food restaurants and casual
dining restaurants. The number, size and strength of competitors within each
sector vary by region. We compete based on a number of factors including taste,
product quality, speed of service, value, name recognition, location and
customer service. Although we believe we will be able to compete favorably with
respect to each of these factors, many of our direct and indirect competitors
are well-established national, regional or local chains and have substantially
greater financial, marketing, personnel and other resources.
Customers
seeking a traditional “thinking of home” meal at a foodservice establishment,
have several choices available to them throughout cities we intend to target.
However, there are no truly national chains of quick-service grills that fulfill
these needs.
Employees
and Employment Agreements
At
present, we have no employees, other than Mr. Timm who is currently our only
director and Chris Pollmann who is our VP. Mr. Timm and Mr. Pollmann do not have
employment agreements with Curry Gold Corp. We presently do not have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt plans in the future. There are presently no
personal benefits available to any employees.
We intend
to hire staff to operate the catering vans and market the franchise abroad. We
have not entered into any negotiations or contracts with any employees. We do
not intend to initiate negotiations or hire anyone until we are
capitalized.
Twelve
Month Plan of Operation
Objectives
|
Anticipated
Costs
|
Time
Frame
|
1. Creation
of Company website
|
$3,000
|
Complete
by April 1, 2010
|
2. Setting
up the food & beverages sortiment
|
$2,000
|
Complete
by May 1, 2010
|
3. Initial
marketing campaign
|
$15,000
|
Complete
by July 1, 2010 (Dependent on additional
financing.)
|
4. Set-up
of Non-food material (catering van)
|
$75,000
|
Complete
by November 1, 2010 (Dependent upon additional
financing.)
|
5. Franchise
marketing campaign
|
$100,000
|
Initiate
in December 2010 (Dependent upon additional financing.)
|
Total
costs.
|
$195,000
|
Our plan
of operation for the twelve months following the date of this prospectus is to
implement the proposed milestones set out above. We anticipate that the total
cost of this program could be up to $195,000.
As well,
we anticipate spending an additional $10,000 on professional fees, including
fees payable in connection with the filing of this registration statement,
complying with reporting obligations and general administrative costs. Total
expenditures over the next 12 months are therefore expected to be
$205,000.
21
We currently have enough funds on hand
to complete our initial objectives and to pay for expenses associated with this
offering. To complete all of our proposed 12 month objectives we will
require additional funding. We currently do not have a specific plan of how we
will obtain such funding; however, we anticipate that additional funding will be
in the form of equity financing from the sale of our common stock. Our
management is prepared to provide us with short-term loans, although no such
arrangement has been made. At this time, we cannot provide investors with
any assurance that we will be able to raise sufficient funding from the sale of
our common stock or through a loan from our directors to meet our obligations
over the next twelve months. We believe that debt financing will not be an
alternative for funding the 12 month plan.
Blank
Check Company Issues
Rule 419
of the Securities Act of 1933, as amended (the “Act”) governs offerings by
“blank check companies.” Rule 419 defines a “blank check company” as
a development stage company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person; and issuing “penny
stock,” as defined in Rule 3a51-1 under the Securities Exchange Act of
1934.
Our
management believes that the Company does not meet the definition of a “blank
check company,” because, while we are in the development stage, we do have a
specific business plan and purpose as described above, and our current purpose
is not to engage in a merger or acquisition, and as such, we should not
therefore be characterized as a “blank check company.”
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR
PLAN OF OPERATION
We are a
development stage corporation and have not started operations and have not yet
generated or realized any revenues.
Our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we complete the development of our website and have our first
catering van in operation. Accordingly, we must raise cash from sources other
than operations. Our only other source for cash at this time is investments by
management of our company. We must raise cash to implement our project and begin
our operations.
We have
only one director and two officers. Soenke Timm our only director is responsible
for our managerial and organizational structure which will include preparation
of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When
theses controls are implemented, he will be responsible for the administration
of the controls. Should Mr. Timm not have sufficient experience, he may be
incapable of creating and implementing the controls which may cause us to be
subject to sanctions and fines by the SEC which ultimately could cause you to
lose your investment.
Plan
of Operation
The
initial target market for our curry wurst product will be Zurich, Switzerland
and after successful implementation we will focus on selling franchises in major
US markets such as New York, Washington, Boston and Chicago, as these cities
have the most European tourists, expatriates and affinities.
We will
first focus our efforts on the creation of a website and setting up of our food
and beverage assortment which will be our completed menu and
pricing.
22
We intend
to have one catering van operational by the end of 2010. Additional catering
vans will be brought into service depending on the success and the capital
available to execute further growth.
After a
six to twelve month trial in the canton of Zurich we intend to offer franchises
of the Curry Gold Corp concept. We will award franchises both on an individual
basis in the Zurich area and to entre prenuer’s outside the canton throughout
the German speaking part of Switzerland. In twelve to twenty four months we
intend to sell franchises in the US. We seek to sell franchises to
sophisticated, experienced operators who already know their markets, having
operated other food service companies in their territories. We believe these
sophisticated operators will enable our concept to grow rapidly and help
establish the Curry Gold Corp brand across Switzerland and abroad. We will not
allow sub-franchising. All franchise agreements will be directly with
us.
We also
intend to grow our vans base through the building of company-owned units
(catering vans). The primary purpose of this effort is to ensure that management
understands how the vans evolve and operate and has its own “kitchen” to test
new initiatives (menu items, loyalty programs etc.) in front of real
customers.
Liquidity
and Capital Resources
We had
total assets, consisting solely of cash of $15,500 as of November 30,
2009.
We had
total liabilities consisting solely of current liabilities of $745 as of
November 30, 2009, which was a shareholder loan from Chris Pollmann, our VP, for
incorporation costs of Curry Gold Corp in Nevada.
We had
financing activities of $15,500 from inception to November 30, 2009, which was
due to $15,500 of proceeds from private placements in connection with the sale
of shares of our common stock in connection with this Offering.
The
Company estimates the need for approximately $205,000 of additional funding
during the next 12 months to continue our business operations and expand our
operations as planned and we can provide no assurances that such funding can be
raised on favorable terms, if at all.
We
believe we can continue our operations for approximately the next nine (9)
months if no additional financing is raised; provided however that we will not
be able to expand our business operations or acquire a vending van, and will
need to actively seek to keep our expenses associated with being a public
company and marketing expenses as low as possible until such time as we can
raise additional funding, if ever. If we are unable to raise
adequate working capital for fiscal 2009 and 2010, we will continue to market
our services and will continue to actively seek out additional funding for the
Company’s planned expansion (as described above), but we will be restricted in
the implementation of our business plan.
Assuming
that our registration statement of which this Prospectus is a part is declared
effective by the Commission, we plan to seek out additional debt and/or equity
financing; however, we do not currently have any specific plans to raise such
additional financing at this time. We believe that by becoming a
reporting company and becoming subject to the filing requirements of Section
15(d) of the Securities Exchange Act of 1934, as amended, as well as by engaging
a market maker to quote our common stock on the OTCBB (as is our current plan)
we will be able to make an investment in the Company more attractive to
potential investors, which will help facilitate our ability to raise capital, of
which there can be no assurance. The sale of additional equity securities, if
undertaken by the Company and if accomplished, may result in dilution to our
shareholders. We cannot assure you, however, that future financing will be
available in amounts or on terms acceptable to us, or at all.
Critical
Accounting Policies:
Basis of Presentation
Note
The
Company's financial statements are presented in accordance with accounting
principles generally accepted (GAAP) in the United States. The
accompanying financial statements have been prepared solely from the accounts of
the Company. The Company represents that they do not include personal accounts
or those of any other operation in which the company was engaged.
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.
23
Use of
Estimates:
The
preparation of financial statements in conformity with generally accepted
accounting principles require management to make estimates and assumptions that
affect the reported amount of assets, liabilities, and disclosures contingent on
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting periods. Actual
results could differ from these estimates.
Fair Value of Financial
Instruments:
The
estimated fair values of cash and property and equipment due to the stockholder,
none of which are held for trading purposes, approximate their carrying value
because of short term maturity of these instruments or the stated interest rates
are indicative of market interest rates.
Cash and Cash
Equivalents:
For
purposes of the statement of cash flows, the Company considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.
Income
Taxes:
The
Company follows the asset and liability method of accounting for income taxes.
Deferred tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statements
carrying amounts of existing assets and liabilities and their respective tax
basis. 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. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that included the enactment date. A valuation allowance is
recorded to reduce the carrying amounts of deferred tax assets unless management
believes it is more likely than not that such assets will be
realized.
Basic and Diluted
Income/(Loss) Per Share:
The basic
income/(loss) per common share is computed by dividing net income/(loss)
available to common stockholders by the weighted average number of common shares
outstanding. Diluted income per common share is computed similar to basic income
per common share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
As of November 30, 2009 there were no dilutive convertible common shares
outstanding.
Revenue
Recognition:
The
Company recognizes revenue when the first sales of our curry wurst product have
been received. Since our inception on September 30, 2009 to our fiscal year
ended November 30, 2009, the Company has had no revenues.
Stock Based
Compensation:
Stock-based
awards to non-employees are accounted for using the fair value
method.
The
Company adopted provisions which requires that we measure and recognize
compensation expense at an amount equal to the fair value of share-based
payments granted under compensation arrangements.
24
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 period ended November 30, 2009. 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 adopt the “modified
prospective” method, disclosure of pro forma information for periods prior to
adoption must continue to be made.
Fair
Value of Financial Instruments:
Accounting
principles generally accepted in the United States of America require disclosing
the fair value of financial instruments to the extent practicable for financial
instruments, which are recognized or unrecognized in the balance sheet. The fair
value of the financial instruments disclosed herein is not necessarily
representative of the amount that could be realized or settled, nor does the
fair value amount consider the tax consequences of realization or settlement. In
assessing the fair value of these financial instruments, the Company uses a
variety of methods and assumptions, which were based on estimates of market
conditions and risks existing at that time. For certain instruments, including
cash, accounts payable, accrued liabilities and convertible notes payable, it
was estimated that the carrying amount approximated fair value for the majority
of these instruments because of their short maturity.
Recent Accounting
Pronouncements:
Effective
June 30, 2009, the Company adopted a new accounting standard issued by the FASB
related to the disclosure requirements of the fair value of the financial
instruments. This standard expands the disclosure requirements of fair value
(including the methods and significant assumptions used to estimate fair value)
of certain financial instruments to interim period financial statements that
were previously only required to be disclosed in financial statements for annual
periods. In accordance with this standard, the disclosure requirements have been
applied on a prospective basis and did not have a material impact on the
Company’s financial statements.
In June
2009, the Financial Accounting Standards Board ("FASB") established the FASB
Accounting Standards Codification ( the "Codification") as the source of
authoritative accounting principles recognized by the FASB to be applied by
non-governmental entities in the preparation of financial statements in
conformity with GAAP. Rules and interpretive releases of the
Securities and Exchange Commission ("SEC") under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. The
introduction of the Codification does not change GAAP and other than the manner
in which new accounting guidance is referenced, the adoption of these changes
had no impact on the our consolidated financial statements.
25
CORPORATE
GOVERNANCE
The
Company promotes accountability for adherence to honest and ethical conduct;
endeavors to provide full, fair, accurate, timely and understandable disclosure
in reports and documents that the Company files with the Securities and Exchange
Commission (the “SEC”) and in other public communications made by the Company;
and strives to be compliant with applicable governmental laws, rules and
regulations. The Company has not formally adopted a written code of business
conduct and ethics that governs the Company’s employees, officers and Directors
as the Company is not required to do so.
In lieu
of an Audit Committee, the Company’s Board of Directors, consisting of Mr.
Soenke Timm, is responsible for reviewing and making recommendations concerning
the selection of outside auditors, reviewing the scope, results and
effectiveness of the annual audit of the Company's financial statements and
other services provided by the Company’s independent public accountants. The
Board of Directors, consisting of our Chief Executive Officer and Chief
Financial Officer, Mr. Timm reviews the Company's internal accounting controls,
practices and policies.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
Officer
and Directors
Our
directors are elected by the stockholders to a term of one year and serves until
his or her successor is elected and qualified. Our officer was elected by the
board of directors to a term of one year and serves until his or her successor
is duly elected and qualified, or until he or she is removed from office. At the
present time we have two officers and one director. The board of directors has
no nominating, auditing or compensation committees.
Our
Officers, Directors and management is set forth below:
Name
|
Age
|
Positions
|
Soenke
Timm
|
39
|
President,
Secretary, Treasurer and Director
|
Chris
Pollmann
|
33
|
VP
|
The
person named above have held their office positions since the inception of our
company and are expected to hold their office/positions until the next annual
meeting of our stockholders.
Background
of Officer and Directors
Soenke
Timm:
Soenke
Timm has been our President and Chief Executive Officer and a member of our
board of directors since inception. Mr. Timm has devoted approximately 25% or 10
hours per week of his professional time to our business and intends to continue
to devote this amount of time in the future and increase as needed.
From 2003
to 2004 Soenke was a Project Manager of corporate media with publishing house
Mediax AG in St. Gallen Switzerland. From January 2005 until autumn 2005 Mr.
Timm was a senior international account executive with Scholz&Friends, an
advertising agency in Hamburg Germany. From September 2005 until October 2006 he
became a project organizer with KoKa Verwaltung in Hamburg, a producer of
convenience food for Northern Europe. In autumn 2006 to autumn 2007 Mr. Timm had
the position of controller with Hanse Lounge, a private business club in
Hamburg. From autumn 2007 until spring 2008 he became the senior sales manager
with two publishing houses, Rich Verlags GmbH, located in Hamburg and KIG AG
located in Zurich. Presently Mr. Timm is a business consultant in Zurich
Switzerland. He holds a certificate for jewellery retail with Cartier, a degree
for ETMA (European Training for Management) and Trade Assistant from the
University of Hamburg in 1990.
26
Directorships
in Other Public Companies
Soenke
Timm has never been a director or officer of any other reporting
company.
Chris
Pollmann:
Chris
Pollmann has been our VP since inception. Mr. Pollmann has devoted approximately
5% or 10 hours per month of his professional time to our business and intends to
continue to devote this amount of time in the future and increase as
needed.
Since
November of 2004 Chris has been a project manager for Business Solution Group
Zurich. BSG is an IT firm with consultants and IT engineers who advise and
develop, integrate and support demanding end-to-end solutions from core banking
to insurance. Chris holds a MSc in Economics, majoring in Financial and Capital
Markets from the University of St. Gallen Switzerland and completed Chartered
Financial Analyst Program Charlottesville USA .
Directorships
in Other Public Companies
Chris
Pollmann has never been a director or officer of any other reporting
company.
Conflicts
of Interest
We do not
foresee any conflicts of interest. Any conflicts of interest will be handled on
a case by case basis.
Involvement
in Certain Legal Proceedings
There
have been no events under any bankruptcy act, no criminal proceedings and no
judgments, injunctions, orders or decrees material to the evaluation of the
ability and integrity of any Director or executive officer, of the Company
during the past five years.
Independence of
Directors
We are
not required to have independent members of our Board of Directors, and do not
anticipate having independent Directors until such time as we are required to do
so.
Audit Committee and Financial
Expert
The
Company is not required to have an audit committee and as such, does not have
one.
Code of Ethics
We have
not adopted a formal Code of Ethics. The Board of Directors, evaluated the
business of the Company and the number of employees and determined that since
the business is operated by only two persons Soenke Timm and Chris Pollmann,
general rules of fiduciary duty and federal and state criminal, business conduct
and securities laws are adequate ethical guidelines. In the
event our operations, employees and/or Directors expand in the future, we may
take actions to adopt a formal Code of Ethics.
27
EXECUTIVE COMPENSATION
There has
been no compensation awarded to, earned by, or paid to our executive officer or
directors since incorporation.
Stock
Option Grants
We have
not granted any stock options to our executive officers since our
incorporation.
Employment
Agreements
We do not
have an employment or consulting agreement with our officers or
Directors.
Compensation Discussion and
Analysis
Director
Compensation
Our Board
of Directors (consisting solely of Mr. Soenke Timm) does not currently receive
any consideration for his services as a member of the Board of
Directors. The Board of Directors reserves the right in the future to
award the members of the Board of Directors cash or stock based consideration
for their services to the Company, which awards, if granted shall be in the sole
determination of the Board of Directors.
Executive
Compensation Philosophy
Our Board
of Directors determines the compensation given to our executive officers in
their sole determination, and as such Mr. Timm and Mr. Pollmann, as our sole
officers and Directors, determine their salary in their sole
discretion. As neither Mr. Timm nor Mr. Pollmann currently draws any
compensation from us, we do not currently have any executive compensation
program in place. Our Board of Directors also reserves the right to
pay our executive or any future executives a salary, and/or issue them shares of
common stock issued in consideration for services rendered and/or to award
incentive bonuses which are linked to our performance, as well as to the
individual executive officer’s performance. This package may also
include long-term stock based compensation to certain executives which is
intended to align the performance of our executives with our long-term business
strategies. Additionally, while our Board of Directors has not
granted any performance base stock options to date, the Board of Directors
reserves the right to grant such options in the future, if the Board in its sole
determination believes such grants would be in the best interests of the
Company. We do not currently anticipate paying any cash compensation
to our officers until such time as we generate revenues sufficient to support
our operations and planned business activities, if ever.
Incentive
Bonus
The Board
of Directors may grant incentive bonuses to our executive officer and/or future
executive officers in its sole discretion, if the Board of Directors believes
such bonuses are in the Company’s best interest, after analyzing our current
business objectives and growth, if any, and the amount of revenue we are able to
generate each month, which revenue is a direct result of the actions and ability
of such executives.
Long-term,
Stock Based Compensation
In order
to attract, retain and motivate executive talent necessary to support the
Company’s long-term business strategy we may award our executive and any future
executives with long-term, stock-based compensation in the future, in the sole
discretion of our Board of Directors, which we do not currently have any
immediate plans to award.
28
PRINCIPAL STOCKHOLDERS
The
following table sets forth, as of the date of this prospectus, the total number
of shares owned beneficially by each of our directors, officer and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The stockholder listed below has direct ownership
of his shares and possesses sole voting and disposition power with respect to
the shares.
Name
of Beneficial Owner [1]
|
Number
of Common
Shares
|
Percentage
of Class [2]
|
Soenke
Timm
|
2,000,000
|
60
%
|
Chris
Pollmann
|
50,000
|
1.5
%
|
All
Officers and Directors as a Group
|
2,000,000
|
61.5
%
|
[1] The
persons named above may be deemed to be a parent and promoter of our company by
virtue of his direct and indirect stock holdings. Mr. Timm and Mr. Pollmann are
the only promoters of our company.
[2] The
percent of class is based on 3,350,000 shares of common stock issued and
outstanding as of the date of this prospectus.
Future
Sales by Existing Stockholders
We
currently have a total of 24 stockholders. A total of 3,350,000 shares of common
stock were issued to the existing stockholders, all of which are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold, subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition. Rule 144 restrictions provide that
no restricted shares may be sold during the first 6 months following their
initial issuance. For the next year thereafter the greater of 1% per quarter of
the issued and outstanding shares of the particular class or such number as is
determined by a formula based on average weekly trading volume may be sold. So
long as the seller remains an affiliate (i.e. 10% holder) these volume
restrictions remain indefinitely. In the event that the seller is not or ceases
to be an affiliate, the subject shares become free of hold restrictions after 1
year.
Shares
purchased in this offering, which will be immediately resalable, and sales of
all of our other shares after applicable restrictions expire, could have a
depressive effect on the market price, if any, of our common stock and the
shares we are offering.
There is
currently no public market for the securities.
Our
shares qualify as penny stocks and are covered by Section 15(g) of the
Securities Exchange Act of 1934 which imposes additional sales practice
requirements on broker/dealers who sell our securities in the
aftermarket.
If and
when we create a market for its common stock, our common stock is a "penny
stock," as the term is defined by Rule 3a51-1 of the Securities Exchange Act of
1934. This makes it subject to reporting, disclosure and other rules imposed on
broker-dealers by the Securities and Exchange Commission requiring brokers and
dealers to do the following in connection with transactions in penny
stocks:
1. Prior
to the transaction, to approve the person's account for transactions in penny
stocks by obtaining information from the person regarding his or her financial
situation, investment experience and objectives, to reasonably determine based
on that information that transactions in penny stocks are suitable for the
person, and that the person has sufficient knowledge and experience in financial
matters that the person or his or her independent advisor reasonably may be
expected to be capable of evaluating the risks of transactions in penny stocks.
In addition, the broker or dealer must deliver to the person a written statement
setting forth the basis for the determination and advising in highlighted format
that it is unlawful for the broker or dealer to effect a transaction in a penny
stock unless the broker or dealer has received, prior to the transaction, a
written agreement from the person. Further, the broker or dealer must receive a
manually signed and dated written agreement from the person in order to
effectuate any transactions is a penny stock.
2. Prior
to the transaction, the broker or dealer must disclose to the customer the
inside bid quotation for the penny stock and, if there is no inside bid
quotation or inside offer quotation, he or she must disclose the offer price for
the security transacted for a customer on a principal basis unless exempt from
doing so under the rules.
29
3. Prior
to the transaction, the broker or dealer must disclose the aggregate amount of
compensation received or to be received by the broker or dealer in connection
with the transaction, and the aggregate amount of cash compensation received or
to be received by any associated person of the broker dealer, other than a
person whose function in solely clerical or ministerial.
4. The
broker or dealer who has affected sales of penny stock to a customer, unless
exempted by the rules, is required to send to the customer a written statement
containing the identity and number of shares or units of each such security and
the estimated market value of the security. Imposing these reporting and
disclosure requirements on a broker or dealer make it unlawful for the broker or
dealer to effect transactions in penny stocks on behalf of customers. Brokers or
dealers may be discouraged from dealing in penny stocks, due to the additional
time, responsibility involved, and, as a result, this may have a deleterious
effect on the market for our stock.
DESCRIPTION OF SECURITIES
Our
authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. The following are all of the material terms that apply
to our holders of our common stock:
They have
equal ratable rights to dividends from funds legally available if and when
declared by our board of directors;
They are
entitled to share ratably in all of our assets available for distribution to
holders of common stock upon liquidation, dissolution or winding up of our
affairs;
They do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights; and
They are
entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
We refer
you to our Articles of Incorporation, Bylaws and the applicable statutes of the
State of Nevada for a more complete description of the rights and liabilities of
holders of our securities.
Non-cumulative
Voting
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining shares will not be able
to elect any of our directors.
Cash
Dividends
As of the
date of this prospectus, we have not paid any cash dividends to stockholders.
The declaration of any future cash dividend will be at the discretion of our
board of directors and will depend upon our earnings, if any, our capital
requirements and financial position, our general economic conditions, and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, in our
business operations.
Stock
Transfer Agent
We have
not yet appointed a stock transfer agent for our securities. We intend to
appoint a stock transfer agent before effectiveness of this
prospectus.
30
CERTAIN TRANSACTIONS
In
October 2009, we issued a total of 2,000,000 shares of restricted common stock
to Mr. Timm, an officer and director of our company for $2,000.
In
October 2009, we issued a total of 50,000 shares of restricted common stock to
Mr. Pollmann, an officer and director of our company for $500.
LEGAL
PROCEEDINGS
From
time to time, we may become party to litigation or other legal proceedings that
we consider to be a part of the ordinary course of our business. We are not
currently involved in legal proceedings that could reasonably be expected to
have a material adverse effect on our business, prospects, financial condition
or results of operations. We may become involved in material legal proceedings
in the future.
Our
financial statements for the period from inception to November 30, 2009 included
in this prospectus have been audited by M&K CPAS, PLLc, Independent
Registered Public Accountants, of Houston, Texas, as set forth in their report
included in this prospectus.
FINANCIAL STATEMENTS
Our
fiscal year end is November 30. We will provide audited financial statements to
our stockholders on an annual basis. The statements will be audited by an
Independent Registered Public Accountant.
Our
audited financial statement from inception to November 30, 2009 and the
unaudited financial statements for the period ended November 30, 2009
immediately follow:
Table
of Contents to Financial Statements
Audited
Financial Statements
Page
|
|
F-1
|
|
F-2
|
|
F-3
|
|
F-4
|
|
F-5
|
|
F-6
|
31
Report of Independent Registered Public Accounting
Firm
To the
Board of Directors and Stockholders
Curry
Gold Corp
(A
Development Stage Company)
We have
audited the accompanying Balance Sheet of Curry Gold, Corp., (a Development
Stage Company), as of November 30, 2009, and the related Statements of
Operations, Stockholders Equity, and Cash Flows for the period from inception
(September 30, 2009) to November 30, 2009. These financial statements
are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based upon our
audit.
We
conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Curry Gold Corp. as of November 30,
2009, and the results of its operations and its cash flows for the period from
inception (September 30, 2009) to November 30, 2009 in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has no current source
of income and has limited cash. These matters raise substantial doubt about the
Company’s ability to continue as a going concern. These financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that may result should the Company be unable to continue as a going
concern. See note 3 to the financial statements for further information
regarding this uncertainty.
/s/
M&K CPA’s, PLLC
M&K
CPA’s, PLLC
www.mkacpas.com
Houston,
TX
December
9, 2009
F-1
32
CURRY
GOLD CORP
(A
DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
November
30,
|
||||
2009
|
||||
ASSETS
|
||||
Current
assets:
|
||||
Cash
|
$ | 15,500 | ||
Total
current assets
|
15,500 | |||
Total
assets
|
$ | 15,500 | ||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||
Current
liabilities:
|
||||
Accounts
payable - related party
|
$ | 745 | ||
Total
current liabilities
|
745 | |||
Stockholders'
equity:
|
||||
Common
stock, $0.001 par value, 75,000,000 shares authorized,
|
||||
3,350,000
shares issued and outstanding as of November 30, 2009
|
3,350 | |||
Additional
paid-in capital
|
12,150 | |||
(Deficit)
accumulated during development stage
|
(745 | ) | ||
Total
stockholders' equity
|
14,755 | |||
Total
stockholders' liabilities and equity
|
$ | 15,500 |
The
accompanying notes are an integral part of the financial statements
F-2
33
CURRY
GOLD CORP
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
September
30, 2009
|
||||
(inception)
to
|
||||
November
30, 2009
|
||||
Revenue
|
$ | - | ||
Operating
expenses:
|
||||
General
and administrative
|
745 | |||
Total
operating expenses
|
745 | |||
Net
operating loss
|
(745 | ) | ||
Loss
before provision for income taxes
|
(745 | ) | ||
Provision
for income taxes
|
- | |||
Net
(loss)
|
$ | (745 | ) | |
Weighted
average number of common shares
|
||||
outstanding
- basic and fully diluted
|
2,444,262 | |||
Net
(loss) per share - basic and fully diluted
|
$ | (0.00 | ) |
The
accompanying notes are an integral part of the financial statements
F-3
34
CURRY
GOLD CORP
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
(Deficit)
|
||||||||||||||||||||
accumulated
|
||||||||||||||||||||
Additional
|
during
|
Total
|
||||||||||||||||||
Common
stock
|
paid-In
|
development
|
stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
capital
|
stage
|
equity
|
||||||||||||||||
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 |
The
accompanying notes are an integral part of the financial statements
F-4
35
CURRY
GOLD CORP
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
September
30, 2009
|
||||
(inception)
to
|
||||
November
30, 2009
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||
Net
(loss)
|
$ | (745 | ) | |
Increase
(decrease) in assets:
|
||||
Accounts
payable - related party
|
745 | |||
Net
cash used in operating activities
|
- | |||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||
Proceeds
from founders shares for cash
|
15,500 | |||
Net
cash provided by financing activities
|
15,500 | |||
NET
CHANGE IN CASH
|
15,500 | |||
CASH
AT BEGINNING OF PERIOD
|
- | |||
CASH
AT END OF YEAR
|
$ | 15,500 | ||
SUPPLEMENTAL
INFORMATION:
|
||||
Interest
paid
|
$ | - | ||
Income
taxes paid
|
$ | - |
The
accompanying notes are an integral part of the financial statements
F-5
36
CURRY
GOLD CORP
(A
Development Stage Company)
Notes to Financial Statements
Note
1 – Nature of Business and Significant Accounting Policies
Nature of
business
Curry
Gold Corp (“the Company”) was incorporated in the state of Nevada on September
30, 2009 (“Inception”). The Company was formed to become an operator and
franchisor of fast-casual food catering vans that capitalize on the growing
trend of food to go (convenience food) with its Currywurst product, a product
native to Germany, and market it through Switzerland and into major metropolitan
US cities.
These
statements reflect all adjustments, consisting of normal recurring adjustments,
which in the opinion of management are necessary for fair presentation of the
information contained therein. The Company follows the same accounting policies
in the preparation of interim reports.
The
Company has adopted a fiscal year end of November 30th.
Note 2 – Summary of Significant
Accounting Policies
Basis of
Presentation
The
Company's financial statements are presented in accordance with accounting
principles generally accepted (GAAP) in the United States. The
accompanying financial statements have been prepared solely from the accounts of
the Company. The Company represents that they do not include personal accounts
or those of any other operation in which the company was engaged.
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
(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.
Stock Based
Compensation:
Stock-based
awards to non-employees are accounted for using the fair value
method.
Curry
Gold Corp adopted the provisions which requires that we measure and
recognize compensation expense at an amount equal to the fair value of
share-based payments granted under compensation arrangements.
F-6
37
CURRY
GOLD CORP
(A
Development Stage Company)
Notes to
Financial Statements
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 period ended November 30, 2009. 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.
Recently
Adopted Accounting Pronouncements
Effective
June 30, 2009, the Company adopted a new accounting standards FASB related to
the disclosure requirements of the fair value of the financial instruments. This
standard expands the disclosure requirements of fair value (including the
methods and significant assumptions used to estimate fair value) of certain
financial instruments to interim period financial statements that were
previously only required to be disclosed in financial statements for annual
periods. In accordance with this standard, the disclosure requirements have been
applied on a prospective basis and did not have a material impact on the
Company’s financial statements.
In June
2009, the Financial Accounting Standards Board ("FASB") established the FASB
Accounting Standards Codification ( the "Codification") as the source of
authoritative accounting principles recognized by the FASB to be applied by
non-governmental entities in the preparation of financial statements in
conformity with GAAP. Rules and interpretive releases of the
Securities and Exchange Commission ("SEC") under authority of federal securities
laws are also sources of authoritative GAAP for SEC registrants. The
introduction of the Codification does not change GAAP and other than the manner
in which new accounting guidance is referenced, the adoption of these changes
had no impact on the our consolidated financial statements.
F-7
38
CURRY
GOLD CORP
(A
Development Stage Company)
Notes to
Financial Statements
Recently
Issued Accounting Standards
In August
2009, the FASB issued an amendment to the accounting standards related to the
measurement of liabilities that are recognized or disclosed at fair value on a
recurring basis. This standard clarifies how a company should measure the fair
value of liabilities and that restrictions preventing the transfer of a
liability should not be considered as a factor in the measurement of liabilities
within the scope of this standard. This standard is effective for the Company on
October 1, 2009. The Company does not expect the impact of its adoption to be
material to its financial statements.
In
October 2009, the FASB issued an amendment to the accounting standards related
to the accounting for revenue in arrangements with multiple deliverables
including how the arrangement consideration is allocated among delivered and
undelivered items of the arrangement. Among the amendments, this standard
eliminated the use of the residual method for allocating arrangement
considerations and requires an entity to allocate the overall consideration to
each deliverable based on an estimated selling price of each individual
deliverable in the arrangement in the absence of having vendor-specific
objective evidence or other third party evidence of fair value of the
undelivered items. This standard also provides further guidance on how to
determine a separate unit of accounting in a multiple-deliverable revenue
arrangement and expands the disclosure requirements about the judgments made in
applying the estimated selling price method and how those judgments affect the
timing or amount of revenue recognition. This standard, for which the Company is
currently assessing the impact, will become effective for the Company on January
1, 2011.
In
October 2009, the FASB issued an amendment to the accounting standards related
to certain revenue arrangements that include software elements. This standard
clarifies the existing accounting guidance such that tangible products that
contain both software and non-software components that function together to
deliver the product’s essential functionality, shall be excluded from the scope
of the software revenue recognition accounting standards. Accordingly, sales of
these products may fall within the scope of other revenue recognition standards
or may now be within the scope of this standard and may require an allocation of
the arrangement consideration for each element of the arrangement. This
standard, for which the Company is currently assessing the impact, will become
effective for the Company on January 1, 2011.
Note 3
– Going Concern
As shown
in the accompanying financial statements, the Company has no revenues and has
incurred cumulative net losses of $745 as of November 30, 2009. 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 4
– Related Party
On
October 12, 2009, the Company issued 2,000,000 founder’s shares to the Company’s
President at the par value of $0.001 in exchange for proceeds of
$2,000.
On
October 12, 2009, the Company issued 50,000 founder’s shares to a Director of
the Company at $0.01 in exchange for proceeds of $500.
During
the month of October, 2009, the Company issued 1,300,000 founder’s shares at the
$0.01 in exchange for proceeds of $13,000.
F-8
39
CURRY
GOLD CORP
(A
Development Stage Company)
Notes to
Financial Statements
Note 5
– Stockholders’ Equity
On
September 30, 2009, the founders of the Company established 75,000,000
authorized shares of $0.001 par value common stock.
Common
stock
On
October 12, 2009, the Company issued 2,000,000 founder’s shares to the Company’s
President at the par value of $0.001 in exchange for proceeds of
$2,000.
On
October 12, 2009, the Company issued 50,000 founder’s shares to a Director of
the Company at $0.01 in exchange for proceeds of $500.
During
the month of October, 2009, the Company issued 1,300,000 founder’s shares at the
$0.01 in exchange for proceeds of $13,000.
Note 6
– Fair Value of Financial Instruments
The
Company adopted a standard that defines fair value 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 this standard certain assets and
liabilities must be measured at fair value, and disclosures are required for
items measured at fair value.
The
Company’s only financial instrument that must be measured under the new fair
value standard is cash. The Company currently does not have non-financial assets
or non-financial liabilities that are required to be measured at fair value on a
recurring basis. 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 table provides a summary of the fair values of assets and
liabilities:
Fair
Value Measurements at
|
||||||||||||||||
November
30, 2009
|
||||||||||||||||
Carrying
|
||||||||||||||||
Value
|
||||||||||||||||
November
30,
|
||||||||||||||||
2009
|
Level
1
|
Level
2
|
Level
3
|
|||||||||||||
Assets:
|
||||||||||||||||
Cash
|
$ | 15,500 | $ | 15,500 | $ | - | $ | - | ||||||||
Total
|
$ | 15,500 | $ | 15,500 | $ | - | $ | - |
F-9
40
CURRY
GOLD CORP
(A
Development Stage Company)
Notes to
Financial Statements
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:
Curry
Gold Corp adopted a fair value method that would require us to measure
and recognize stock-based compensation expense at an amount equal to the fair
value of stock-based payments granted under compensation
arrangements.
Curry
Gold Corp has adopted a 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 period ended November 30, 2009. 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 would require a
modification to the Company’s calculation of the dilutive effect of stock option
awards on earnings per share. Under this method, disclosure of pro forma
information for periods prior to adoption must continue to be made.
Note
7 – Income Taxes
Curry
Gold Corp believes that given its operational status, it is remote that the
Company will pay federal income taxes in the future. Curry Gold Corp also does
not have any material uncertain income tax positions. There was an income tax
provision or $0 and $0 for the twelve months ended November 30, 2009. We have a
NOL carry forward of approximately $745 which will begin to expire in fiscal
year 2028.
From
Inception
|
||||
(May
28, 2008) to
|
||||
July
31, 2009
|
||||
Current
Deferred Tax Asset
|
$ | - | ||
Current
Year Net Income/(Loss)
|
745 | |||
Tax
Rate
|
35 | % | ||
Expected
Income tax expense (benefit)
|
261 | |||
Valuation
Allowances
|
(261 | ) | ||
Total
|
$ | - |
Note
8 – Subsequent Events
We have
evaluated subsequent events through January 4, 2010. During this period
there have not been any subsequent events.
F-10
41
******************************************************************************
CURRY
GOLD CORP.
PROSPECTUS
1,300,000
SHARES OF
COMMON
STOCK
******************************************************************************
42
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND
OFFICERS.
Our
director and officer is indemnified as provided by the Nevada Statutes and our
Bylaws. We have agreed to indemnify our director and officers against certain
liabilities, including liabilities under the Securities Act of 1933. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to our director, officers and controlling persons pursuant to the
provisions described above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than our payment of expenses incurred or paid by our
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
We have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION.
The
following table sets forth the expenses in connection with this Registration
Statement. All of such expenses are estimates, other than the filing fees
payable to the Securities and Exchange Commission.
SEC
Registration Fee
|
$ | 1 | ||
General
& Administrative
|
250.00 | |||
Accounting
Fees and Expenses
|
3,000.00 | |||
Legal
Fees and Expenses
|
2,000.00 | |||
TOTAL
|
$ | 5,251.00 |
ITEM 27. EXHIBITS.
The
following Exhibits are filed as part of this Registration
Statement.
Exhibit No.
|
Document Description
|
43
ITEM 28. UNDERTAKINGS.
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To
include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
ii. To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement.
iii. To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(5) Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(6) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities: The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
i. Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
ii. Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
iii. The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
iv. Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
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Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing of this Form S-1 Registration Statement and has duly caused this Form S-1
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Zurich, Switzerland on this 4h day of January,
2010.
CURRY
GOLD CORP.
BY:
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/s/ Soenke Timm
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Soenke
Timm
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President,
Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and
a member of the Board of Directors
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45