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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 |
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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.
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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.
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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.
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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.
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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.
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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.
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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;
|
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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.
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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 | % | ||||
$ | (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.
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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 |
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 -