Attached files

file filename
EX-31.1 - EXHIBIT 31.1 - Kurrant Mobile Catering, Inc.kurrantmob10k1130x31_212010.htm
EX-32.1 - EXHIBIT 32.1 - Kurrant Mobile Catering, Inc.kurrantmob10k1130x32_212010.htm

 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended   November 30, 2009

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

Commission File No. 000-53011

KURRANT MOBILE CATERING, INC.
 (Exact Name of Small Business Issuer as specified in its charter)


      Colorado
26-1559350
(State or other jurisdiction
(IRS Employer File Number)
of incorporation)
 

194 Hermosa Circle
 
Durango, Colorado
81301
(Address of principal executive offices)
(Zip code)

(303) 349-9616
(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act:

Common Stock, $0.001 per share par value


Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes []   No [X].

Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [] No [X]
.
Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: [X]    No: [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes []  No [ ]

Check by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or  information statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K [X]

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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   [] (Do not check if a smaller reporting company)
Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes []  No [X].
 
The number of shares outstanding of the Registrant's common stock, as of the latest practicable date, January 15, 2010, was 1,404,254.

 
 

 

FORM 10-K

Kurrant Mobile Catering, Inc.

INDEX
 
PART I
 
   
     Item 1. Business
  3
   
     Item 1A. Risk Factors
  3
   
     Item 2. Property
  8
   
     Item 3. Legal Proceedings
  8
   
     Item 4. Submission of Matters to a Vote of Security Holders
  8
   
PART II
 
   
     Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
  9
   
     Item 6. Selected Financial Data
  10
   
     Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
  11
   
     Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  13
   
     Item 8. Financial Statements and Supplementary Data
  13
   
     Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
  25
   
     Item 9A(T). Controls and Procedures
 
   
     Item 9B. Other Information
  25
    25
PART III
 
   
     Item 10. Directors, Executive Officers and Corporate Governance
  26
   
     Item 11. Executive Compensation
  26
   
     Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  27
   
     Item 13. Certain Relationships and Related Transactions, and Director Independence
  27
   
     Item 14. Principal Accountant Fees and Services
  28
   
     Item 15. Exhibits and Financial Statement Schedules
  28
   
Financial Statements pages
  13 - 24
   
Signatures
  29

 
 
- 2 -

 

For purposes of this document, unless otherwise indicated or the context otherwise requires, all references herein to “Kurrant Mobile Catering,” “we,” “us,” and “our,” refer to Kurrant Mobile Catering, Inc., a Colorado corporation.
 
Forward-Looking Statements

The following discussion contains forward-looking statements regarding us, our business, prospects and results of operations that are subject to certain risks and uncertainties posed by many factors and events that could cause our actual business, prospects and results of operations to differ materially from those that may be anticipated by such forward-looking statements. Factors that may affect such forward-looking statements include, without limitation: our ability to successfully develop new products and services for new markets; the impact of competition on our revenues, changes in law or regulatory requirements that adversely affect or preclude clients from using us for certain applications; delays our introduction of new products or services; and our failure to keep pace with our competitors.

When used in this discussion, words such as "believes", "anticipates", "expects", "intends" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to revise any forward-looking statements in order to reflect events or circumstances that may subsequently arise. Readers are urged to carefully review and consider the various disclosures made by us in this report and other reports filed with the Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect our business.


PART I

Item 1. DESCRIPTION OF BUSINESS.

Narrative Description of the Business 

   Kurrant Mobile Catering is a corporation which was formed under the laws of the State of Colorado on October 15, 2007. We were originally a wholly-owned subsidiary of Kurrant Food Enterprises, Inc. (“KRTF”).
 
   We are a development stage company. Our development stage began when we incorporated on October 15, 2007. Our plan is to own and operate a mobile catering business.

    On November 30, 2007, the directors of KRTF approved, subject to the effectiveness of a registration with the Securities and Exchange Commission, the pro rata spin-off of Mobile Catering to KRTF shareholders of record on January 10, 2008 on a pro rata basis. Since KRTF’s business is related to the proposed activities of Mobile Catering, the KRTF directors decided it was in the best interest of KRTF and Kurrant Mobile Catering and KRTF's shareholders to spin-off Kurrant Mobile Catering to minimize any potential of conflict of interest.  KRTF distributed the Kurrant Mobile Catering shares on or about February 12, 2008. The shares were distributed by Corporate Stock Transfer, which acts as our transfer agent.

Operations

We plan to develop a mobile catering operation. We will provide catering activities, such as those provided by KRTF, although through the use of mobile facilities. We plan to only provide mobile catering to events in places such as ski areas, resorts, public outdoor activities, such as sporting events, and other venues where the use of mobile catering facilities is economically feasible. These events include, but are not limited to, public festivals and ski and biking events. We plan to operate at any event where large groups of people could purchase concession items.
 
Our sales will be generated for individual events. The more events we hold, the more sales we generate. Our plan is to attempt to generate as many events as possible with our current resources. We currently have no full-time employees. We plan to hire part-time help as needed on an individual event basis.

 
- 3 -

 


We believe that the catering industry is thriving industry and has been steadily growing for the past thirty years. The catering industry is a subset of the restaurant industry and has been termed the accommodation and food services sector. The catering industry comprises establishments primarily engaged in providing single event-based food services. The catering industry is experiencing strong growth according to the trade journal Specialty Food News, which states that off-premise catering is the second biggest growth sector, second only to home meal replacement.
 
             We also believe that we must provide a high level of service for our customers. We believe that it is our responsibility to make certain that our products and services are satisfying for our catering customers.

We initially plan to operate with one mobile catering unit. Our plan is to concentrate our operations in the Durango, Colorado area and throughout the State of Colorado. This mobile catering unit will be organized to provide on-site catering for any project we undertake.

We have no full-time employees. We plan to use part-time independent help for specific events. As we expand, we intend to hire employees. However, we have no present plans to do so.

We will strive to maintain quality and consistency through the careful training and supervision of personnel and the establishment of, and adherence to, high standards relating to personnel performance, customer service, and maintenance of our facilities. We believe that we will be able to attract high quality, experienced personnel by paying competitive wages and salaries.

Markets

We expect to generate revenues in the next twelve months from catering operations using referrals from KRTF and unrelated individuals and entities that operate in the catering business. We also plan to market through direct contact with prospective customers. We have no sales representatives who solicit potential clients.

Raw Materials

The use of raw materials is not a material factor in our operations at the present time. The use of raw materials may become a material factor in the future as we develop operations.

Customers and Competition

   The catering industry, in general, is intensely competitive. It is a fragmented industry, with no one company, or groups of companies in control. The relationships are typically local and based upon providing quality service and products. Generally, we compete with a number of local caterers, all of whom are larger and better-financed than we are. We must rely upon our contacts, referrals from customers, and repeat business to be successful.

Backlog

At November 30, 2009, we had no backlogs.

Employees

 We initially plan to operate with one mobile catering unit. Our plan is to concentrate our operations in the Durango, Colorado area and throughout the State of Colorado. This mobile catering unit will be organized to provide on-site catering for any project we undertake.

          We have no full-time employees. We plan to use part-time independent help for specific events. As we expand, we intend to hire employees. However, we have no present plans to do so.

We will strive to maintain quality and consistency through the careful training and supervision of personnel and the establishment of, and adherence to, high standards relating to personnel performance, customer service, and maintenance of our facilities. We believe that we will be able to attract high quality, experienced personnel by paying competitive wages and salaries.

 
- 4 -

 


Proprietary Information

             We own no proprietary information.

Government Regulation

We are subject to regulation as to our food service by health authorities. We do not believe this regulation is material. Otherwise, we are not subject to any material government or industry regulation.
 
Research and Development

We have never spent any amount in research and development activities.

Environmental Compliance

We believe that we are not subject to any material costs for compliance with any environmental laws.

How to Obtain our SEC Filings

We file annual, quarterly, and special reports, proxy statements, and other information with the Securities Exchange Commission (SEC). Reports, proxy statements and other information filed with the SEC can be inspected and copied at the public reference facilities of the SEC at 100 F Street N.E., Washington, DC 20549. Such material may also be accessed electronically by means of the SEC's website at www.sec.gov.

Our investor relations department can be contacted at our principal executive office, located at 194 Hermosa Circle, Durango, Colorado 81301. Our phone number at our headquarters is (303) 349-9616.

Item 1A. RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this document before deciding to invest in shares of our common stock.

The occurrence of any of the following risks could materially and adversely affect our business, financial condition and operating result. In this case , the trading price of our common stock could decline and you might lose all or part of your investment.

Risks Related to Our Business and Industry

 If we do not generate adequate revenues to finance our operations, our business may fail.
 
We have not generated any revenues since our inception. As of November 30, 2009, we had a cash position of $376. Operating costs are expected to range between $30,000 and $50,000, for the fiscal year ending November 30, 2010. These operating costs include insurance, taxes, utilities, maintenance, contract services and all other costs of operations. We will use contract employees who will be paid on a per transaction basis for each catering. However, the operating costs and expected revenue generation are difficult to predict. We expect to generate revenues in the next twelve months from catering operations using referrals from KRTF and unrelated individuals and entities that operate in the catering business. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of operating history, raising additional funds may be difficult. In November, 2007, an organization named Spyglass Investment Partnership (“Spyglass ”), a related party, agreed to provide operating capital in the form of a convertible note payable that allows borrowing of up to $250,000 to cover operating expenses. This loan is evidenced by an unsecured promissory note which was due November 15, 2009. The note was extended to March 1, 2010. If we are unable to raise funds to cover any operating deficit, our business may fail.
 

 
- 5 -

 


We have incurred a loss and have no current operations.

 Our Company lacks a history of operations, has limited assets, and has incurred operating losses since inception. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

 
our ability to locate customers who will use our catering services; and

 
our ability to generate revenues.
 
Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating sufficient revenues. We expect our operating costs to range between $30,000 and $50,000 for the fiscal year ending November 30, 2010. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover these operating costs. Failure to generate sufficient revenues will cause us to go out of business.

Our business operations will be highly dependent upon our ability to attract and maintain key employees with experience in the catering business. We must be able to attract and retain key personnel to fully staff our operations. We are completely dependent upon Mr. Bell for our operations.

             The ultimate success of our business operations will be highly dependent upon our ability to attract and maintain key employees with experience in the catering business. The process of hiring employees with the combination of skills and attributes required to carry out our business plan is extremely competitive and time-consuming. However, to date, we have not hired anyone. Mr. Bell currently performs all of our operations. We cannot guarantee that we will be able to identify and/or hire qualified personnel as and when they are needed for our operations. The loss of the services of Mr. Bell or the inability to attract qualified personnel, could materially adversely affect our business, financial condition and results of operations. No one in our company has a written employment agreement.

The catering industry is highly competitive. If we are not well received or successful, we may never achieve profitability.

The catering industry is highly competitive with respect to price and service. There are numerous competitors, many well-established, including national, regional and local organizations possessing substantially greater financial, marketing, personnel and other resources than we do. There can be no assurance that we will be able to respond to various competitive factors affecting the catering industry. The catering industry is also generally affected by changes in client preferences, national, regional and local economic conditions and demographic trends. The performance of catering may also be affected by factors such as demographic considerations, and the type, number and location of competing operations. In addition, factors such as inflation, increased labor and employee benefit costs and a lack of availability of employees may also adversely affect our industry in general and our operations in particular. We cannot guarantee that we will be able to successfully compete.

The lack of a broker or dealer to create or maintain a market in our stock could adversely impact the price and liquidity of our securities.
 
   We have no agreement with any broker or dealer to act as a market maker for our securities and there is no assurance that we will be successful in obtaining any market makers. Thus, no broker or dealer will have an incentive to make a market for our stock. The lack of a market maker for our securities could adversely influence the market for and price of our securities, as well as your ability to dispose of, or to obtain accurate information about, and/or quotations as to the price of, our securities.

 
- 6 -

 
 

As our stock will not be listed on NASDAQ or another national exchange, trading in our shares will be subject to rules governing "penny stocks," which will impair trading activity in our shares.
 
   As we do not intend to list our stock on NASDAQ or another national exchange, our stock will therefore be subject to rules adopted by the Commission regulating broker dealer practices in connection with transactions in "penny stocks." Those disclosure rules applicable to "penny stocks" require a broker-dealer, prior to a transaction in a "penny stock" not otherwise exempt from the rules, to deliver a standardized list disclosure document prepared by the Commission. That disclosure document advises an investor that investment in "penny stocks" can be very risky and that the investor's salesperson or broker is not an impartial advisor but rather paid to sell the shares. The disclosure contains further warnings for the investor to exercise caution in connection with an investment in "penny stocks," to independently investigate the security, as well as the salesperson with whom the investor is working and to understand the risky nature of an investment in this security. The broker dealer must also provide the customer with certain other information and must make a special written determination that the "penny stock" is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Further, the rules require that, following the proposed transaction, the broker provide the customer with monthly account statements containing market information about the prices of the securities.
 
   These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock. Many brokers may be unwilling to engage in transactions in our common stock because of the added disclosure requirements, thereby making it more difficult for stockholders to dispose of their shares. You will also find it difficult to obtain accurate information about, and/or quotations as to the price of, our common stock.
 
Issuances of our stock could dilute current shareholders and adversely affect the market price of our common stock, if a public trading market develops.
 
   We have the authority to issue up to 50,000,000 shares of common stock, 1,000,000 shares of preferred stock, and to issue options and warrants to purchase shares of our common stock without stockholder approval. Although no financing is planned currently, we may need to raise additional capital to fund operating losses. If we raise funds by issuing equity securities, our existing stockholders may experience substantial dilution. In addition, we could issue large blocks of our common stock to fend off unwanted tender offers or hostile takeovers without further stockholder approval.
 
   The issuance of preferred stock by our board of directors could adversely affect the rights of the holders of our common stock. An issuance of preferred stock could result in a class of outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over the common stock and could, upon conversion or otherwise, have all of the rights of our common stock. Our board of directors' authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve.

Colorado law and our Articles of Incorporation protect our directors from certain types of lawsuits, which could make it difficult for us to recover damages from them in the event of a lawsuit.
 
   Colorado law provides that our directors will not be liable to our company or to our stockholders for monetary damages for all but certain types of conduct as directors. Our Articles of Incorporation require us to indemnify our directors and officers against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require our company to use our assets to defend our directors and officers against claims, including claims arising out of their negligence, poor judgment, or other circumstances.


 
- 7 -

 

The share control position of Christopher Bell will limit the ability of other shareholders to influence corporate actions.
 
             After distribution of our shares to the KRTF shareholders, our largest shareholder, Christopher Bell, owns and control 1,010,000 shares and thereby control approximately 71.92% of our outstanding shares. Because Christopher Bell individually will beneficially control more than a majority of the outstanding shares, other shareholders, individually or as a group, will be limited in their ability to effectively influence the election or removal of our directors, the supervision and management of our business or a change in control of or sale of our company, even if they believed such changes were in the best interest of our shareholders generally.
 
Our future success depends, in large part, on the continued service of our President.
 
             We depend almost entirely on the efforts and continued employment of Mr. Bell, our President and Secretary-Treasurer. Mr. Bell is our primary executive officer, and we will depend on him for nearly all aspects of our operations. In addition, Spyglass, a related party, is our only source of financing. We do not have an employment contract with Mr. Bell, and we do not carry key person insurance on his life. The loss of the services of Mr. Bell through incapacity or otherwise, would have a material adverse effect on our business. It would be very difficult find and retain qualified personnel such as Mr. Bell.

Our future success depends, in large part, on the continued financing of Spyglass, a related party.The loss of this financing would have a material adverse effect on our business

        Spyglass, a related party, is our only source of continued financing. It would be very difficult find a financing source to replace Spyglass. The loss of the Spyglass financing would have a material adverse effect on our business.

We do not expect to pay dividends on common stock.

        We have not paid any cash dividends with respect to our common stock, and it is unlikely that we will pay any dividends on our common stock in the foreseeable future. Earnings, if any, that we may realize will be retained in the business for further development and expansion.


ITEM 2. DESCRIPTION OF PROPERTY.

   We currently use the mailing address of the offices of KRTF for company use. In the future, we plan to occupy separate office facilities and obtain office furniture and equipment We own no real estate nor have plans to acquire any real estate.
 

ITEM 3. LEGAL PROCEEDINGS.

 We are not a party to any material legal proceedings, nor is our property the subject of any material legal proceeding.
 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 We held no shareholders meeting in the fourth quarter of our fiscal year.



 
- 8 -

 

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
Holders

As of January 15, 2010, there were ninety-seven record holders of our common stock and there were 1,404,254 shares of our common stock outstanding.

Market Information

Our shares of common stock are quoted on the Over-the-Counter Bulletin Board under the trading symbol KRMC. The shares became trading in November, 2008 but there is no extensive history of trading.

The Securities Enforcement and Penny Stock Reform Act of 1990

The Securities and 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).
 
A purchaser is purchasing penny stock which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

   The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to 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 to such duties or other requirements of the Securities Act of 1934, as amended;
   
·
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 Securities and Exchange Commission shall require by rule or regulation; 


 
- 9 -

 

 The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:
 
·
the 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 their securities.

Equity Compensation Plan Information

We have no outstanding stock options or other equity compensation plans.

Reports

Since our registration statement under Form SB-2 has been declared effective, we are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish unaudited quarterly financial reports in our quarterly reports filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

Stock Transfer Agent

 The stock transfer agent for our securities is Corporate Stock Transfer of Denver, Colorado.  Their address is 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209. Their phone number is (303)282-4800.

Dividend Policy

   We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors. We intend to retain any earnings for use in our operations and the expansion of our business. Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors that our board of directors may deem relevant. We are not under any contractual restriction as to our present or future ability to pay dividends.


ITEM 6. SELECTED FINANCIAL DATA

          A smaller reporting company is not required to provide the information in this Item.



 
- 10 -

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis or Plan of Operation contains forward-looking statements that involve future events, our future performance and our expected future operations and actions. In some cases, you can identify forward-looking statements by the use of words such as “may”, “will”, “should”, “anticipate”, “believe”, “expect”, “plan”, “future”, “intend”, “could”, “estimate”, “predict”, “hope”, “potential”, “continue”, or the negative of these terms or other similar expressions. These forward-looking statements are only our predictions and involve numerous assumptions, risks and uncertainties. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including, but not limited to, the matters discussed in this report under the caption “Risk Factors”. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.
 
Results of Operations

    We had no revenue for the fiscal years ended November 30, 2009 and 2008 or from inception (October 15, 2007) through November 30, 2009.  Operating expenses during the year ended November 30, 2009 totaled $16,193,      consisting solely of general and administrative expenses. Operating expenses during the year ended November 30, 2008 totaled $25,256, consisting solely of general and administrative expenses.

   We had a net loss for the year ended November 30, 2009 of $21,018, compared to a net loss of $29,933 for the year ended November 30, 2008.

Mobile Catering intends to own and operate a mobile catering business. Our operating costs are expected to range between $30,000 and $50,000 for the fiscal year ending November 30, 2010. These operating costs include insurance, taxes, utilities, maintenance, contract services and all other costs of operations. However, the operating costs and expected revenue generation are difficult to predict. We expect to generate revenues in the next twelve months from catering operations using referrals from KRTF and unrelated individuals and entities that operate in the catering business. Since there can be no assurances that revenues will be sufficient to cover operating costs for the foreseeable future, it may be necessary to raise additional funds. Due to our lack of operating history, raising additional funds may be difficult. In November, 2007, an organization named Spyglass Investment Partnership (“Spyglass ”), a related party, agreed to provide operating capital in the form of a convertible note payable allowing borrowing of up to $250,000 to cover operating expenses. This loan is evidenced by an unsecured promissory note which was due November 15, 2009. The note was extended to March 1, 2010. If we are unable to raise funds to cover any operating deficit, our business may fail.

Liquidity and Capital Resources.

   At November 30, 2009, we had an unrestricted cash balance of $376, compared to an unrestricted cash balance of $582 at November 30, 2008.

Net cash used in operating activities was $14,406 for the fiscal year ended November 30, 2009, compared to $25,006 for the fiscal year ended November 30, 2008.

Cash flows used in investing activities were $-0- for the fiscal years ended November 30, 2009 and 2008.

Cash flows provided by financing activities were $14,200 for the fiscal year ended November 30, 2009 and $17,088 for the fiscal year ended November 30, 2008.  These cash flows were all related to proceeds from the issuance of equity and debt.

 
- 11 -

 

 
          At November 30, 2009, the Company's working capital deficit was approximately $60,000. The Company has a convertible note payable that allows it to borrow up to $250,000 of which $36,150 has been utilized at November 30, 2009.  As a result, the Company believes that it has sufficient financing to meet its working capital requirements through the next twelve months.  Historically, the Company has relied on the proceeds from the issuance of debt and equity instruments to non-related parties and related parties to sustain its operations.
 
Financial Position
 
 At November 30, 2009, we had no commitments for capital expenditures. In November 2007, an organization named Spyglass Investment Partnership (“Spyglass ”), a related party, agreed to provide operating capital in the form of a convertible note payable allowing borrowings of up to $250,000 to cover operating expenses. This loan is evidenced by an unsecured promissory note which was due November 15, 2009. The note was extended to March 1, 2010.

Management estimates it will take approximately $30,000 - $50,000 per year to fund proposed operations. Since we have no operating history, it is uncertain whether revenue from operations will be sufficient to cover our operating expenses. We have no commitment for funding after fiscal year 2010. If we are unable to raise funds to cover any operating deficit, our business may fail.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements with any party.

Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The accounting policies that we follow are set forth in the notes to our financial statements as included in this annual report. These accounting policies conform to accounting principles generally accepted in the United States, and have been consistently applied in the preparation of the financial statements.
 
Recently Issued Accounting Pronouncements
 
 In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended November 30, 2009 did not have a significant effect on the Company’s financial statements. In connection with preparing the accompanying unaudited financial statements as of November 30, 2009 and for year ended November 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).

 
- 12 -

 


In June 2009, the FASB issued SFAS 168 (ASC 105-10),  The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on September 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

A smaller reporting company is not required to provide the information in this Item.



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 



 


KURRANT MOBILE CATERING, INC.
(A Development Stage Company)
 
 
 
FINANCIAL STATEMENTS
 
 November 30, 2009
with
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 

 


 

 
- 13 -

 



KURRANT MOBILE CATERING, INC.
 Financial Statements



TABLE OF CONTENTS



   
Page
 
       
REPORTS OF INDEPENDENT REGISTERED
     
    PUBLIC ACCOUNTING FIRMS
    15  
         
         
FINANCIAL STATEMENTS
       
         
Balance sheets
    17  
Statements of expenses
    18  
Statements of stockholders’ deficit
    19  
Statements of cash flows
    20  
Notes to financial statements
    21  


 
- 14 -

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Shareholders
Kurrant Mobile Catering, Inc.
(A Development Stage Company)
Durango, Colorado
 
We have audited the accompanying balance sheet of Kurrant Mobile Catering, Inc. (the “Company”) as of November 30, 2009, and the related statements of expenses, stockholders’ deficit, and cash flows for the year then ended and for the period from inception (October 15, 2007) through 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 on our audit. The financial statements for the period from inception through November 30, 2008 were audited by other auditors, whose report expressed an unqualified opinion on those statements. The financial statements for the period from inception through November 30, 2008 include total revenues and net loss of $0 and $44,170, respectively. Our opinion on the statements of expenses, stockholders' deficit and cash flows for the period from inception through November 30, 2009, insofar as it relates to amounts for prior periods through November 30, 2008, is based solely on the report of other auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 Kurrant Mobile Catering, Inc.  as of  November 30, 2009, and the results of its operations and its cash flows for the year then ended and for the period from inception (October 15, 2007) through November 30, 2009, in conformity with accounting principles generally accepted in the United States of America.


/s/ GBH CPAs, PC

GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
January 29, 2010

 

 
- 15 -

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Kurrant Mobile Catering, Inc.
Denver, Colorado

I have audited the accompanying balance sheets of Kurrant Mobile Catering, Inc. as of November 30, 2007 and 2008, and the related statements of operations, stockholders' equity and cash flows for the period from October 15, 2007 (inception) through November 30, 2007, the year ended November 30, 2008, and for the period from October 15, 2007 (inception) through November 30, 2008. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kurrant Mobile Catering, Inc. as of November 30, 2007 and 2008, and the related statements of operations, stockholders' equity and cash flows for the period from October 15, 2007 (inception) through November 30, 2007, the year ended November 30, 2008, and for the period from October 15, 2007 (inception) through November 30, 2008 in conformity with accounting principles generally accepted in the United States of America.

Aurora, Colorado
/s/ Ronald R. Chadwick, P.C.
March 12, 2009
RONALD R. CHADWICK, P.C.

 
 
- 16 -

 
 
 
KURRANT MOBILE CATERING, INC.
(A Development Stage Company)
BALANCE SHEETS

             
             
             
   
Nov. 30, 2009
   
Nov. 30, 2008
 
ASSETS
           
Current Assets
           
      Cash
  $ 376     $ 582  
Total current assets
    376       582  
                 
Total Assets
  $ 376     $ 582  
                 
LIABILITIES & STOCKHOLDERS' DEFICIT
               
Current Liabilities
               
      Accrued payables
  $ 9,141     $ 4,789  
      Notes payable - related parties
    36,150       21,950  
      Notes payable
    14,760       12,500  
Total current liabilities
    60,051       39,239  
                 
Total Liabilities
    60,051       39,239  
                 
Commitment and Contingencies
    -       -  
                 
Stockholders' Deficit
               
      Preferred stock, $.01 par value; 1,000,000 shares authorized;
               
          no shares issued and outstanding
    -       -  
      Common stock, $.001 par value; 50,000,000 shares authorized;
               
        1,404,254 shares issued and outstanding, respectively
    1,405       1,405  
      Additional paid in capital
    4,108       4,108  
      Deficit accumulated during the development stage
    (65,188 )     (44,170 )
Total Stockholders' Deficit
    (59,675 )     (38,657 )
                 
Total Liabilities and Stockholders' Deficit
  $ 376     $ 582  
 
The accompanying notes are an integral part of the financial statements.

 
- 17 -

 


KURRANT MOBILE CATERING, INC.
(A Development Stage Company)
STATEMENTS OF EXPENSES


                   
               
Period From
 
               
Oct. 15, 2007
 
               
(Inception)
 
   
Year Ended
   
Year Ended
   
Through
 
   
Nov. 30, 2009
   
Nov. 30, 2008
   
Nov. 30, 2009
 
                   
Operating expenses:
                 
     General and administrative
    16,193       25,256       55,574  
      16,193       25,256       55,574  
                         
Loss from operations
    (16,193 )     (25,256 )     (55,574 )
                         
Other income (expense):
                       
     Interest expense
    (4,825 )     (4,677 )     (9,614 )
                         
                         
Net loss
  $ (21,018 )   $ (29,933 )   $ (65,188 )
                         
Net loss per share
                       
(Basic and fully diluted)
  $ (0.01 )   $ (0.02 )        
                         
Weighted average number of
                       
common shares outstanding
    1,404,254       1,503,545          
 
The accompanying notes are an integral part of the financial statements.
 
 
- 18 -

 
 
KURRANT MOBILE CATERING, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' DEFICIT
Period From Oct. 15, 2007 (Inception) Through Nov. 30, 2009


                               
                     
Deficit
       
                     
Accumulated
       
               
Additional
   
During The
   
Total
 
   
Common Stock
   
Paid In
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Capital
   
Stage
   
Deficit
 
                               
Balances at October 15, 2007 (Inception)
    -     $ -     $ -     $ -     $ -  
                                         
Compensatory stock issuances
    2,000,000       2,000       -       -       2,000  
                                         
Compensatory warrant issuances
    -       -       3,125       -       3,125  
                                         
Net loss
    -       -       -       (14,237 )     (14,237 )
                                         
Balances at November 30, 2007
    2,000,000     $ 2,000     $ 3,125     $ (14,237 )   $ (9,112 )
                                         
Compensatory warrant issuances
    -       -       250       -       250  
                                         
Warrant exercises
    137,500       138       -       -       138  
                                         
Stock cancellation
    (733,246 )     (733 )     733       -       -  
                                         
Net loss
    -       -       -       (29,933 )     (29,933 )
                                         
Balances at November 30, 2008
    1,404,254       1,405       4,108       (44,170 )     (38,657 )
                                         
Net loss
    -       -       -       (21,018 )     (21,018 )
                                         
Balances at November 30, 2009
    1,404,254     $ 1,405     $ 4,108     $ (65,188 )   $ (59,675 )

The accompanying notes are an integral part of the financial statements.

 
- 19 -

 


KURRANT MOBILE CATERING, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

                   
                   
               
Period From
 
               
Oct. 15, 2007
 
               
(Inception)
 
   
Year Ended
   
Year Ended
   
Through
 
   
Nov. 30, 2009
   
Nov. 30, 2008
   
Nov. 30, 2009
 
Cash Flows From Operating Activities:
                 
     Net loss
  $ (21,018 )   $ (29,933 )   $ (65,188 )
     Adjustments to reconcile net loss to
                       
     net cash used in operating activities:
                       
          Accrued payables
    1,789       -       1,789  
          Accrued Expenses
    4,823       4,677       9,612  
          Compensatory stock issuances
                    2,000  
          Compensatory warrant issuances
    -       250       3,375  
               Net cash used in operating activities
    (14,406 )     (25,006 )     (48,412 )
                      -  
Cash Flows From Financing Activities:
                    -  
         Warrant exercises
    -       138       138  
         Notes payable - borrowings
    14,200       16,950       48,650  
               Net cash provided by financing activities
    14,200       17,088       48,788  
                         
Net Increase (Decrease) In Cash
    (206 )     (7,918 )     376  
                         
Cash At The Beginning Of The Period
    582       8,500       -  
                         
Cash At The End Of The Period
  $ 376     $ 582     $ 376  
                         
Supplemental Disclosure
                       
                         
Cash paid for interest
  $ -     $ -     $ -  
Cash paid for income taxes
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of the financial statements.

 
- 20 -

 

KURRANT MOBILE CATERING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS


NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Kurrant Mobile Catering, Inc. (the “Company”), was incorporated in the State of Colorado on October 15, 2007. The Company was originally a wholly-owned subsidiary of Kurrant Food Enterprises, Inc. (“KRTF”). On November 30, 2007, the directors of KRTF approved, subject to the effectiveness of a registration with the Securities and Exchange Commission, the spin-off of the Company to KRTF shareholders of record on January 10, 2008 on a pro rata basis.  The Company was formed to provide mobile catering services to individuals, businesses and other organizations. The Company’s fiscal year end is November 30. The Company is currently considered to be a Development Stage Company.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and 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.

Income tax

An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carryforwards (“NOLs”). If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

Basic and diluted net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. Common stock equivalents from the conversion of the notes payable (Note 3) to 4,205,400 and $2,695,000 common shares at November 30, 2009 and 2008, respectively, were excluded from the diluted weighted average shares calculation as they would be anti-dilutive.  Additionally, common stock equivalents from the exercise of common stock purchase warrants (Note 5) to 200,000 shares of common stock at November 30, 2009 and 2008, respectively, were excluded from the diluted weighted average shares calculation as they would be anti-dilutive. 

Stock based compensation

Equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

 
- 21 -

 

KURRANT MOBILE CATERING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS


Recent accounting pronouncements

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended November 30, 2009 did not have a significant effect on the Company’s financial statements. In connection with preparing the accompanying unaudited financial statements as of November 30, 2009 and for year ended November 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).

In June 2009, the FASB issued SFAS 168 (ASC 105-10), The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on September 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.


NOTE 2.  LIQUIDITY

At November 30, 2009, the Company's working capital deficit was approximately $60,000. The Company has a convertible note payable that allows it to borrow up to $250,000 (see Note 3) of which $36,150 has been utilized at November 30, 2009.  As a result, the Company believes that it has sufficient financing to meet its working capital requirements through the next twelve months.  Historically, the Company has relied on the proceeds from the issuance of debt and equity instruments to non-related parties and related parties to sustain its operations.


NOTE 3. NOTES PAYABLE

At November 30, 2009 and 2008 the Company owed a related party $36,150 and $21,950, respectively, under a convertible note payable that allows for borrowing up to $250,000. The convertible note matures March 1, 2010, is unsecured and bears interest at 15% per annum, with the entire principal and accrued interest amount payable on the due date. The convertible note may be extended by the Company for up to one year to March 1, 2011, with a renewal fee of 1.5% of outstanding principal. The note maybe converted into common stock at a fixed conversion rate of $0.01 per share. At November 30, 2009 and 2008, 3,615,000 and 2,195,000 shares of common stock were issuable under the conversion feature, with a share value of $0, respectively. Accrued interest related to the convertible notes was $6,486 and $2,785 as of November 30, 2009 and 2008, respectively.


 
- 22 -

 

KURRANT MOBILE CATERING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS


At November 30, 2009 and 2008 the Company owed a non-related third party $5,904 and $5,000, respectively, under a convertible note payable. The convertible note matures March 1, 2010, is unsecured and bears interest at 15% per annum, with the entire principal amount and accrued interest payable on the due date. The convertible note may be extended by the Company for up to one year to March 1, 2011, with a renewal fee of 1.5% of outstanding principal. The note maybe converted into common stock at a fixed conversion rate of $0.01 per share. At November 30, 2009 and 2008, 590,400 and 500,000 shares of common stock are issuable under the conversion feature, with a share value of $0, respectively. Accrued interest related to the convertible notes was $347 and $801 as of November 30, 2009 and 2008, respectively.

At November 30, 2009 and 2008 the Company owed third parties $8,856 and $7,500 under notes payable, respectively. The notes mature July 8, 2010, are unsecured, bear interest at 15% per annum, and require quarterly interest only payments with the entire principal amount payable on the due date. The notes may be extended by the company for up to one year to July 8, 2011, with a renewal fee of 1.5% of outstanding principal. Accrued interest related to the notes was $519 and $1,203 as of November 30, 2009 and 2008, respectively.


NOTE 4. INCOME TAXES

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. The Company has net operating losses of approximately $65,000 which begin expiring in 2028. The potential benefit of the Company's net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward.

   
2009
   
2008
 
Statutory rate
    34 %     34 %
Income tax benefit at statutory rate
  $ (7,146 )   $ (10,177 )
Change in valuation allowance
    7,146       10,177  
Provision for income taxes
  $ -     $ -  
                 
   
Nov. 30, 2009
   
Nov. 30, 2008
 
                 
Deferred tax asset and liabilities:
               
Net operating losses
  $ 22,164     $ 15,018  
Valuation allowance
    (22,164 )     (15,018 )
Net deferred tax assets
  $ -     $ -  


NOTE 5. STOCKHOLDERS EQUITY (DEFICIT)

Common Stock

The Company issued its parent corporation 2,000,000 common shares valued at $2,000 in 2007 for formation stage consulting services. During the year ended November 30, 2008, the Company cancelled 733,246 common shares.

Warrants

During the period from October 15, 2007 (inception) through November 30, 2007 the Company issued 312,500 common stock purchase warrants for $3,125 in services, allowing the holder to purchase one share of common stock per warrant at an exercise price of $.001, exercisable through November 12, 2012.

 
- 23 -

 

KURRANT MOBILE CATERING, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS


During the year ended November 30, 2008 the Company issued 25,000 common stock purchase warrants for $250 in services, allowing the holder to purchase one share of common stock per warrant at an exercise price of $.001, exercisable through November 12, 2012. In 2008 137,500 warrants were exercised, leaving a November 30, 2009 and 2008 balance of 200,000 warrants outstanding.

The Company determined the fair value of the warrants as of the date the transactions were initially entered into. The fair value of the warrants was estimated using the Black-Scholes Option Pricing model. The following significant assumptions were used to estimate the fair value of the warrants granted:

 
Expected volatility
325%
 
 
Risk-free rate
3.71%
 
 
Expected dividends
0%
 
 
Expected term
5 years
 

To following table is an analysis of warrants for the purchase of the company’s stock for the years ended November 30, 2009 and 2008.

   
Warrants
   
Weighted
Average
Exercise
Price
 
Outstanding, November 30, 2007
    312,500     $ 0.001  
                 
Granted
    25,000       0.001  
Expired/Cancelled
               
Exercised
    (137,500 )     0.001  
Outstanding, November 30, 2008
    200,000       0.001  
                 
Granted
    -       -  
Expired/Cancelled
    -       -  
Exercised
    -       -  
Outstanding, November 30, 2009
    200,000     $ 0.001  

The aggregate intrinsic value of warrants outstanding and exercisable at November 30, 2009 was $0.
 
NOTE 6. RELATED PARTY TRANSACTIONS

As of November 30, 2009 and 2008, the Company owed a family member of the CEO $36,150 and $21,950, respectively, under a convertible note payable (see NOTE 3).

As of November 30, 2009 and 2008, the Company reimbursed a family member of the CEO $2,843 and $3,072, respectively, for expenses paid on behalf of the Company.

The Company has a verbal agreement for a month-to-month lease on its office at 194 Hermosa Circle, Durango, Colorado 81301. This office is leased from KRTF, the Company’s former parent company, which is also controlled by the Company’s president and largest shareholder. Currently, neither the Company nor KRTF pays rent for this office space, as such; no amount of rent expense has been recorded from inception through November 30, 2009.
 
 
 
- 24 -

 
 

ITEM 9. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

We did not have any disagreements on accounting and financial disclosures with our present accounting firm during the reporting period.

ITEM 9A(T). CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act).  Accordingly, we concluded that our disclosure controls and procedures were effective as of November 30, 2009.

Management’s Annual Report on Internal Control Over Financial Reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (ICFR).  

Our internal control over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U. S. generally accepted accounting principles.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on our evaluation, management has concluded, as of November 30, 2009, we did maintain effective control over the financial reporting process.

Inherent Limitations Over Internal Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
 
Attestation Report of the Registered Public Accounting Firm.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting.

We have made no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

Nothing to report.


 
- 25 -

 

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Set forth below are the names of the sole director and officer of the Company, all positions and offices with the Company held, the period during which he has served as such, and the business experience during at least the last five years:

Name:
Age
             Position:
     
Christopher Bell
30
President, Chief Executive Officer,
Chief Financial Officer, Secretary-Treasurer and Director
     
          Christopher Bell has been the President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary-Treasurer and a Director of our company since inception on November 15, 2007. He has also been the President, Chief Executive Officer, Treasurer, Chief Financial Officer and a Director of Kurrant Food Enterprises, Inc., our parent, since its inception in May, 2005. In college, he worked for two years at Strater Hotel in Durango, Colorado, from 1997 to 1999. From 1999 to 2001, he was a Sous Chef at E.O.'s Chop House in Durango, CO. (a 4 star rated restaurant). From 2002 to 2005, he worked for Footers Catering, a catering company in Denver, Colorado as the Executive Chef until co-founding our company. Mr. Bell received a B.A. in Business Administration and Tourism and Resort Management at Fort Lewis College in Durango, CO. He will devote a minimum of forty hours per month to our operations.

Committees of the Board of Directors

There are no committees of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (the “34 Act”) requires our officers and directors and persons owning more than ten percent of the Common Stock, to file initial reports of ownership and changes in ownership with the Securities and Exchange Commission (“SEC”). Additionally, Item 405 of Regulation S-B under the 34 Act requires us to identify in its Form 10-K and proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during the most recent year or prior years. We have nothing to report in this regard.
 
Code of Ethics

Our Board of directors has not adopted a code of ethics but plans to do so in the future.

Options/SAR Grants and Fiscal Year End Option Exercises and Values

We have not had a stock option plan or other similar incentive compensation plan for officers, directors and employees, and no stock options, restricted stock or SAR grants were granted or were outstanding at any time.

Compensation of Director

Our director does not receive any compensation for his services rendered to us, nor has he received such compensation in the past.  We have no plans to pay any compensation to our director in the future.
 

Item 11. EXECUTIVE COMPENSATION

No compensation has been paid and no stock options granted to any of our officer since our inception in 2007. Further, our officer is not accruing any compensation pursuant to any agreement with us. We have no plans to pay any compensation to our officer in the future.

 
- 26 -

 


 
 Our officer will not receive any finder’s fee, either directly or indirectly, as a result of his efforts to implement our business plan outlined herein.
 
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following sets forth the number of shares of our $.0.001 par value common stock beneficially owned by (i) each person who, as of January 15, 2010, was known by us to own beneficially more than five percent (5%) of our common stock; (ii) our individual Director and (iii) our Officer and Director as a group. A total of 1,404,254
common shares were issued and outstanding as of January 15, 2010.  
 
Name and Address
No. of
 
Beneficial
Shares
Percentage
Owner (1)
Owned
of Ownership
 
   
Christopher Bell (2)
1,010,000
71.92%
194 Hermosa Circle
   
Durango, Colorado  80205
   
     
_____________
 
   
All Officers and
1,010,000
 71.92%
Directors as a Group
   
(one person)
   
     
_____________
 
 
(1)
All ownership is beneficial and of record, unless indicated otherwise.
 
 
(2)
Beneficial owners listed above have sole voting and investment power with respect to the shares shown, unless otherwise indicated.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We have verbal month-to-month lease on our office at 194 Hermosa Circle, Durango, Colorado 81301.  This office is leased from KRTF, our former parent company, which is also controlled by our largest shareholder. Currently, neither we nor KRTF pays rent for this office space.

At November 30, 2009 and 2008 we owed Spyglass, a related party, $36,150 and $21,950 under a convertible note payable allowing for borrowing up to $250,000, unsecured, bearing interest at 15% per annum and requiring quarterly interest only payments with the entire principal amount payable on the due date. The due date was extended to March 1, 2010 and the interest payment to date was waived but accrued.  The convertible note may be extended by the Company for up to one year to March 1, 2011, with a renewal fee of a 1.5% of outstanding principal. The note maybe converted into common stock at a fixed conversion rate of $0.01 per share. At November 30, 2009 and 2008, 3,615,000 and 2,195,000 shares of common stock were issuable under the conversion feature, with a share value of $0, respectively. Accrued interest related to the convertible note was $6,486 and $2,785 as of November 30, 2009 and 2008, respectively.


 
- 27 -

 

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our former independent registered public accounting firm, Ronald R. Chadwick, P.C., of Aurora, Colorado , Certified Public Accountants, and our current independent registered public accounting firm GBH CPAs, PC of Houston, Texas, billed an aggregate of approximately $11,000 for the year ended November 30, 2009 for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in its quarterly reports. Our former independent registered public accounting firm, Ronald R. Chadwick, P.C., of Aurora, Colorado , Certified Public Accountants, billed an aggregate of approximately $10,000 for the year ended November 30, 2008 for professional services rendered for the audit of the Company's annual financial statements and review of the financial statements included in its quarterly reports.

We do not have an audit committee and as a result our board of directors performs the duties of an audit committee. Our board of directors evaluates the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services.


ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES.

The following financial information is filed as part of this report:

(a)
(1) FINANCIAL STATEMENTS
   
 
(2) SCHEDULES
   
 
(3) EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:
 
Exhibit
 
Number
                                      Description
   
3.1*
Articles of Incorporation
3.2*
Bylaws
4.1*
Warrant dated November 15, 2007 for Spyglass  Investment Partnership
4.2*
Warrant dated November 15, 2007 for David Wagner & Associates, P.C.
4.3*
Warrant dated November 15, 2007 for Matthew Gregarek
4.4*
Warrant dated November 15, 2007 for Taylor May
4.5*
Warrant dated November 15, 2007 for Michael Hopkins
4.6*
Warrant dated November 15, 2007 for Robert Wonish
10.1*
Promissory note dated November 15, 2007 with Spyglass  Investment Partnership
10.2*
Promissory note dated November 15, 2007 with Matthew Gregarek
10.3*
Promissory note dated November 15, 2007 with Taylor May
10.4*
Promissory note dated November 15, 2007 with Michael Hopkins
10.5*
Promissory note dated November 15, 2007 with Robert Wonish
10.6**
Promissory note dated March 1, 2009 with Spyglass  Investment Partnership
10.7**
Promissory note dated March 1, 2009 with Matthew Gregarek
10.8**
Promissory note dated March 1, 2009 with Taylor May
10.9**
Promissory note dated March 1, 2009 with Michael Hopkins
10.10**
Promissory note dated March 1, 2009 with Robert Wonish
31.1
Certification of CEO/CFO pursuant to Sec. 302
32.1
Certification of CEO/CFO pursuant to Sec. 906


            * Previously filed with Form SB-2 Registration Statement, December 13, 2007.

            ** Previously filed with Form 10-Q, July 17, 2009.


 
- 28 -

 


 
 
 

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on January February 1, 2010.


 
KURRANT MOBILE CATERING, INC.
 
       
 
By:     
/s/ Chris Bell
 
 
Chris Bell
 
 
Chief Executive Officer and President
(principal executive officer and principal financial and accounting officer)
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.

       
Date: February 1, 2010
By:     
/s/ Chris Bell
 
 
Chris Bell
 
 
Director
 
 
 
 

 
- 29 -