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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934


For the fiscal year ended November 30, 2011


Commission File No. 001478725


CURRY GOLD CORP.

(Exact name of small business issuer as specified in its charter)


Nevada

 

46-0524121

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)


Bachstrasse 1, CH-9606 Butschwil, Switzerland

(Address of Principal Executive Offices)


41 76 492 8779

(Issuer’s telephone number)


Securities registered pursuant to Section 12(g) of the Act:


Title of Each Class

Name of Each Exchange on which Registered

COMMON STOCK

OTC


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


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes |X| No |_|


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 twelve months (or for such shorter periods 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 [   ]


Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [   ]


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






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


Large accelerated filer

[_]

 

Accelerated filer

[_]

Non-accelerated filer

[_]

 

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 [X] No [   ]


Revenues for year ended November 30, 2011: $-0-


Aggregate market value of the voting common stock held by non-affiliates of the registrant as of May 31, 2011 was: $-0-


The Company’s Transfer Agent is Empire Stock Transfer Inc.: 1859 Whitney Mesa Dr. Henderson, NV  89014.


As of February 24, 2012, the issuer had 3,350,000 shares of $0.001 par value common stock issued and outstanding.


















SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains “forward-looking statements” about our business, financial condition and prospects based on our current expectations, assumptions, estimates, and projections about us and our industry. All statements other than statements of historical fact are “forward-looking statements”, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.


Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Unless otherwise required by law, we do not intend, and undertake no obligation, to update any forward-looking statement.


Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:


·

We need to continue as a going concern if our business is to succeed, if we do not we will go out of business;

·

As a start-up or development stage company, an investment in Curry Gold Corp is considered a high risk investment whereby you could lose your entire investment;

·

If we do not obtain additional financing, our business will fail;

·

Our industry is highly competitive;

·

Our supply costs may be higher than we expect because of fluctuations in availability and cost of meat products;

·

Compliance with health and other government regulations applicable to us could have a material adverse effect on our business, financial condition and results of operations;


For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Risk Factors” in this document.


In this form 10-K references to “CURRY GOLD”, “the Company”, “we,” “us,” and “our” refer to CURRY GOLD CORP.














3





TABLE OF CONTENTS


PART 1

5

ITEM 1  Business

5

ITEM 1A  Risk Factors

6

ITEM 1B  Unresolved Staff Comments

9

ITEM 2  Properties

9

ITEM 3  Legal Proceedings

9

ITEM 4  [Removed and Reserved]

9

PART II

10

ITEM 5  Market for Registrant’s Common Equity,  Related Stockholder Matters, and Issuer Purchases of Equity Securities

10

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

16

ITEM 8  Financial Statements and Supplementary Data

17

ITEM 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

18

ITEM 9A  Controls and Procedures

18

ITEM 9B  Other Information

19

PART III

20

ITEM 10  Directors, Executive Officers, and Corporate Governance

20

ITEM 11  Executive Compensation

21

ITEM 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

23

ITEM 13  Certain Relationships and Related Transactions, and Director Independence

23

ITEM 14  Principal Accounting Fees and Services

24

PART IV

24

ITEM 15  Exhibits, Financial Statement Schedules

24

SIGNATURES

25

















4




PART I


ITEM 1. BUSINESS


Curry Gold Corp. (the “Company” or “We”) was incorporated in the State of Nevada on September 30, 2009. The Company was formed to become an operator and franchisor of fast-casual food catering vans that capitalize on the growing trend of food to go (convenience food) with its Currywurst product, a product native to Germany, and market it through Switzerland and into major metropolitan US cities.


We are a development stage company and have not significantly commenced our planned principal operations. Our operations to date have been devoted primarily to startup and development activities, which include the following:


 

1.

Formation of the Company;

 

 

 

 

2.

Development of the Curry Gold Corp. business plan;

 

 

 

 

3.

Developing the Company website www.currygoldcorporation.com;

 

 

 

 

4.

Registering with the Securities and Exchange Commission;

 

 

 

 

5.

Setting up Company food and beverage assortment;

 

 

 

 

6.

Listing on the Over the Counter Bulletin Board (OTCBB) exchange under the symbol CURG;

 

 

 

 

7.

Identifying alternative capital resources to further the Company business plan;


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


If we are successful in raising additional capital, we will continue with our next business plan objectives:


Objectives

 

Anticipated Costs

  

 

 

1.   Initial marketing campaign

 

$

15,000

2.   Set-up of non-food material (catering van)

 

 

75,000

Total costs

 

$

90,000


Since the Company’s inception on September 30, 2009 to November 30, 2011, we have not generated any substantive revenues and have incurred a cumulative net loss of $61,205.


Our Officers and Directors do not receive compensation.


As of November 30, 2011 Curry Gold Corp. had 3,350,000 shares of $0.001 par value common stock issued and outstanding and no preferred shares issued or outstanding.


Our administrative offices are located at Bachstrasse 1, CH-9606 Butschwil, Switzerland.


Our fiscal year end is November 30.


EMPLOYEES


We have no full time employees. Soenke Timm, one of our directors, has agreed to allocate a portion of his time to our activities without compensation.




5




AVAILABLE INFORMATION - REPORTS TO SECURITY HOLDERS


Our website address is www.currygoldcorporation.com. Except as otherwise provided herein, the contents of our website are not a part of this report. We make available on this website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports after we electronically file those materials with, or furnish those materials to, the SEC. These filings are also available to the public at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Electronic filings with the SEC are also available on the SEC internet website at www.sec.gov.



ITEM 1A. RISK FACTORS


RISKS RELATED TO OUR BUSINESS:


We need to continue as a going concern if our business is to succeed, if we do not we will go out of business.


Our independent accountant's report to our audited financial statements for the period ended November 30, 2011 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern.  Such factors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations and our dependence upon obtaining adequate financing to pay our liabilities.  If we are not able to continue as a going concern, it is likely investors will lose their investments.


As a start-up or development stage company, an investment in Curry Gold Corp is considered a high risk investment whereby you could lose your entire investment.


We have just commenced operations and, therefore, we are considered a "start-up" or "development stage" company. We have not yet owned and/or operated a catering van. We will incur significant expenses in order to implement our business plan. As an investor, you should be aware of the difficulties, delays and expenses normally encountered by an enterprise in its development stage, many of which are beyond our control, including unanticipated developmental expenses, inventory costs, employment costs, and advertising and marketing expenses. We cannot assure you that our proposed business plan as described in this prospectus will materialize or prove successful, or that we will ever be able to operate profitably. If we cannot operate profitably, you could lose your entire investment.


If we do not obtain additional financing, our business will fail.


Our current operating funds are less than necessary to complete all intended objectives and therefore we will need to obtain additional financing in order to continue our business. We currently do not have any operations and we have no income.


We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our business model and general market conditions.  These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.


The most likely source of future funds presently available to us is through the sale of equity capital.  Any sale of share capital will result in dilution to existing shareholders.  The only other anticipated alternative for the financing of furthering our business model would be the sale of a partial interest in our company to a third party in exchange for cash, which is not presently contemplated.


Our current business operations rely heavily upon our key employee and founder, Mr. Soenke Timm.


We have been heavily dependent upon the expertise and management of Mr. Soenke Timm, our Chief Executive Officer and President, and our future performance will depend upon his continued services. The loss of the services of Mr. Timm’s services could seriously interrupt our business operations, and could have a very negative impact on our ability to fulfill our business plan and to carry out our existing operations. We currently do not maintain key man life insurance on this individual. There can be no assurance that a suitable replacement could be found for him upon retirement, resignation, inability to act on our behalf, or death.




6




Our future growth may require recruitment of qualified employees.


In the event of our future growth in administration, marketing, and customer support functions, we may have to increase the depth and experience of our management team by adding new members. Our future success will depend to a large degree upon the active participation of our key officer and employee. There is no assurance that we will be able to employ qualified persons on acceptable terms. Lack of qualified employees may adversely affect our business development.


RISKS RELATED TO OUR INDUSTRY


Our industry is highly competitive.


The food catering industry is highly competitive and fragmented. The Company expects competition to intensify in the future. The Company expects to compete with numerous food catering companies already existing in the marketplace both in Europe and the US many of which have substantially greater financial, managerial and other resources than those presently available to the Company.  Further, in the event the Company establishes food catering concepts that can be franchised, the Company will compete with numerous other businesses for potential franchisees.  Numerous well-established companies are focusing significant resources on building and establishing profitable catering concepts that currently compete and will compete with the Company's business in the future.  The Company can make no assurance that it will be able to effectively compete with other food catering developers or that competitive pressures, including possible downward pressure on the food catering industry as a whole, will not arise. In the event that the Company cannot effectively compete on a continuing basis or competitive pressures arise, such inability to compete or competitive pressures will have a material adverse effect on the Company’s business, results of operations and financial condition.


Our supply costs may be higher than we expect because of fluctuations in availability and cost of meat products.


We do not intend to produce any of our own bratwurst. Instead, we will enter into supply agreements with third parties. At this time we have no established supply relationships. We may be unable to enter into supply contracts with third parties to supply high quality bratwurst or other sausage products. There is no assurance that we will be able to establish a suitable supply relationship or, if established, that such sources of supply would be able to provide us with the quantities or the quality of bratwurst or other sausage products that we may require. Our inability to enter into a suitable supply agreement could have a material adverse effect on our business.


Any supplier from whom we might purchase bratwurst or other sausage products is subject to volatility in the supply and price of meat products. Supply and price can be affected by many factors such as disease, politics and economics in the producing countries.


Although we will be an insignificant customer of the bratwurst supplier, to the supplier, bratwurst prices can be extremely volatile. We believe that increases in the cost of our purchased products can, to a certain extent, be passed through to our customers in the form of higher prices for Currywurst and beverages sold in our vending vans. We believe that our customers will accept reasonable price increases made necessary by increased costs. Our ability to raise prices, however, may be limited by competitive pressures if other vendors do not raise prices in response to increased prices. Although we believe we have a sufficient profit margin in our proposed pricing to absorb an increase in meat prices, our inability to pass through higher prices in the form of higher retail prices for Currywurst and beverages could have an adverse effect on us. Alternatively, if bratwurst and other meat product prices remain too low, there could be adverse impacts on the level of supply and quality of bratwurst available from production plants, which could have a material adverse effect on our business efforts.


Compliance with health and other government regulations applicable to us could have a material adverse effect on our business, financial condition and results of operations.


The food catering business is subject to various local, regional, municipal, state and governmental regulations, standards and other requirements for food storage, preparation facilities, food handling procedures and labor standards. We are also subject to license and permit requirements relating to health and safety. If we encounter difficulties in obtaining any necessary licenses or permits or complying with these ongoing and changing regulatory requirements we may have difficulty or may not even be able to open our food catering business. The occurrence of any of these problems could materially harm the success of our business and result in the entire loss of your investment.




7




The possibility of a global financial crisis may significantly impact our business and financial condition for the foreseeable future.


The credit crisis and related turmoil in the global financial system may adversely impact our business and our financial condition, and we may face challenges if conditions in the financial markets do not improve. Our ability to access the capital markets may be restricted at a time when we would like, or need, to raise financing, which could have a material negative impact on our flexibility to react to changing economic and business conditions. The economic situation could have a material negative impact on our lenders or customers, causing them to fail to meet their obligations to us. We will need additional capital and financing to fund our fiscal 2012 operating forecast. There is no assurance that additional capital or financing will be available to us on terms that are acceptable to us or at all.


Our business will suffer if we cannot obtain or maintain necessary licenses.


Our operations require licenses, permits and in some cases renewals of licenses and permits from various governmental authorities. Our ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to change in regulations and policies and to the discretion of the applicable governmental authorities, among other factors. Our inability to obtain, or our loss of or denial of extension of, any of these licenses or permits could hamper our ability to produce revenues from our operations or otherwise materially adversely affect our financial condition and results of operations.


RISKS RELATED TO OUR COMMON STOCK


The market price of our common stock is, and is likely to continue to be, highly volatile and subject to wide fluctuations.


The market price of our common stock is likely to continue to be highly volatile and could be subject to wide fluctuations in response to a number of factors, some of which are beyond our control, including but not limited to:


  

dilution caused by our issuance of additional shares of common stock and other forms of equity securities, which we expect to make in connection with future capital financings to fund our operations and growth, to attract and retain valuable personnel and in connection with future strategic partnerships with other companies;

  

announcements of new acquisitions, expansions or other business initiatives by us or our competitors;

  

our ability to take advantage of new acquisitions, expansions or other business initiatives;

  

quarterly variations in our revenues and operating expenses;

  

changes in the valuation of similarly situated companies, both in our industry and in other industries;

  

challenges associated with timely SEC filings;

  

illiquidity and lack of marketability by being an OTC quoted stock;

  

changes in analysts estimates affecting our company, our competitors and/or our industry;

  

changes in the accounting methods used in or otherwise affecting our industry;

  

additions and departures of key personnel;

  

announcements of technological innovations or new products available to the pet food and supplies industry;

  

fluctuations in interest rates and the availability of capital in the capital markets; and

  

significant sales of our common stock, including sales by selling shareholders following the registration of shares under a prospectus.


These and other factors are largely beyond our control, and the impact of these risks, singly or in the aggregate, may result in material adverse changes to the market price of our common stock and our results of operations and financial condition.







8




The trading price of our common stock may entail additional regulatory requirements, which may negatively affect such trading price.


The trading price of our common stock has been and may continue to be below $5.00 per share. As a result of this price level, trading in our common stock is subject to the requirements of certain rules promulgated under the Exchange Act. These rules require additional disclosure by broker-dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser's written consent to the transaction before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our common stock. As a consequence, the market liquidity of our common stock could be severely affected or limited by these regulatory requirements.


Our operating results will fluctuate significantly, and these fluctuations may cause the price of our common stock to decline.


Our operating results will likely vary in the future primarily as the result of fluctuations in our revenues and operating expenses, including the expansion of our operations, capital expenditures that we expect to incur, the prices of products and services, and other factors. If our results of operations do not meet the expectations of current or potential investors, the price of our common stock may decline.


We do not expect to pay dividends in the foreseeable future.


We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, investors will not receive any funds unless they sell their common stock, and shareholders may be unable to sell their shares on favorable terms or at all. Investors cannot be assured of a positive return on investment or that they will not lose the entire amount of their investment in our common stock.


We may issue additional stock without shareholder consent.


Our board of directors, consisting solely of our CEO, Mr. Soenke Timm, has authority, without action or vote of the shareholders, to issue all or part of our authorized but unissued shares. Additional shares may be issued in connection with future financing, acquisitions, employee stock plans, or otherwise. Any such issuance will dilute the percentage ownership of existing shareholders.



ITEM 1B. UNRESOLVED STAFF COMMENTS


None.



ITEM 2. DESCRIPTION OF PROPERTY


The Company does not currently have a physical office location, or lease property of any kind. The Company owns the domain www.currygoldcorporation.com.



ITEM 3. LEGAL PROCEEDINGS


There is no pending or threatened litigation against the Company.



ITEM 4. [REMOVED AND RESERVED]




9




PART II


ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES


COMMON STOCK


Our common stock trades on the OTC QB under the symbol “CURG.” The range of high and low last sale closing price quotations for each fiscal quarter since we began trading on October 18, 2011 was as follows:


Fiscal Year Ended November 30, 2011

 

High

 

Low

 

 

 

 

 

Fourth Quarter ended November 30, 2011

 

$0.25

 

$0.25

Third Quarter ended August 31, 2011

 

N/A

 

N/A

Second Quarter ended May 31, 2011

 

N/A

 

N/A

First Quarter ended February 29, 2011

 

N/A

 

N/A


The above quotations reflect inter-dealer prices, without retail markup, mark-down, or commission and may not necessarily represent actual transactions. The closing price of our common stock on the OTC QB on February 23, 2012 was $0.25 per share.


As of February 23, 2012, there were approximately 24 record holders of our common stock, not including shares held in “street name” in brokerage accounts which is unknown. As of February 23, 2012, there were 3,350,000 shares of common stock outstanding on record.


DIVIDENDS


We have not declared or paid any dividends on our common stock since our inception and do not anticipate paying dividends for the foreseeable future. The payment of dividends is subject to the discretion of our board of directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common shareholders will be payable when, as and if declared by our board of directors, based upon the board’s assessment of our financial condition and performance, earnings, need for funds, capital requirements, prior claims of preferred stock to the extent issued and outstanding, and other factors, including income tax consequences, restrictions and applicable laws. There can be no assurance, therefore, that any dividends on our common stock will ever be paid.


EQUITY COMPENSATION PLAN INFORMATION


We currently have not established an equity compensation plan.


WARRANTS AND OPTIONS


None.


UNREGISTERED ISSUANCE OF EQUITY SECURITIES


None.



ITEM 6. SELECTED FINANCIAL DATA


Since we are “a smaller reporting company,” as defined by SEC regulation, we are not required to provide the information required by this item.





10




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


The following discussion should be read in conjunction with our financial statements and notes to those statements.  In addition to historical information, the following discussion and other parts of this annual report contain forward-looking information that involves risks and uncertainties.


Overview and Outlook


We are currently a development stage company. Our strategy is to become an operator and franchisor of fast-casual food catering vans that capitalize on the growing trend of food to go (convenience food) with its Currywurst product, a product native to Germany, and market it through Switzerland and into major metropolitan US cities.


We were incorporated in the State of Nevada on September 30, 2009. Our administrative office is located at Bachstrasse 1, Butschwil 9606, Switzerland and our registered statutory office is located at 1117 Desert Lane, Las Vegas, Nevada 89102. Our telephone number is 41 76 492 8779. Our fiscal year end is November 30.


We were formed to become an operator and franchisor of fast-casual food catering vans that capitalize on the growing trend of food to go (convenience food) with its Currywurst product, a product native to Germany, and market it through Switzerland and into major metropolitan US cities.


We are a development stage company and have not significantly commenced our planned principal operations. Our operations to date have been devoted primarily to startup and development activities, which include the formation of our entity, development of our business plan and registering with the Securities and Exchange Commission and listing our common stock on the OTCBB exchange under the symbol, “CURG”.


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


Since the Company’s inception on September 30, 2009 to November 30, 2011, we have not generated any substantive revenues and have incurred a cumulative net loss of $61,205.


Application of Critical Accounting Policies


Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to impairment of property, plant and equipment, intangible assets, deferred tax assets and fair value computation using the Black Scholes option pricing model. We base our estimates on historical experience and on various other assumptions, such as the trading value of our common stock and estimated future undiscounted cash flows, that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that our estimates, including those for the above-described items, are reasonable.


Accounting Policies


Our financial statements are presented in conformity with accounting principles generally accepted in the United States of America, as reported on a fiscal year ending on November 30, 2011 and 2010. We have summarized our most significant accounting policies.





11




Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Development Stage Policy

The Company has not earned revenue from planned principal operations since inception (insert date of inception). Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth by current authoritative account literature. Among the disclosures required by current accounting literature are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.


Stock Based Compensation

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


Curry Gold Corp adopted provisions which require that we measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.


Curry Gold Corp has adopted the “modified prospective” method, which results in no restatement of prior period amounts. This method would apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. Curry Gold Corp will calculate the fair value of options using a Black-Scholes option pricing model. Curry Gold Corp does not currently have any outstanding options subject to future vesting therefore no charge is required for the periods presented. Our method also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, our method required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share. For companies that are using the “modified prospective” method, disclosure of pro forma information for periods prior to adoption must continue to be made.


Fair Value of Financial Instruments

Financial instruments consist principally of cash, trade and notes receivables, trade and related party payables and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to significant currency or credit risks arising from these financial instruments.


Revenue Recognition

Revenue is recognized at the time of sale if collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.


Basic and Diluted Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.






12




Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.


In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.


In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.


In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. ASU 2011-02 has become effective for the Company on September 1, 2012. The Company does not believe that the guidance will have a material impact on its financial statements.


In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.



13





In December 2010, the FASB issued ASU 2010-28, “Intangible -Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.


Results of Operations for the Years Ended November 30, 2011 and 2010:


 

 

For the Years Ended

 

 

 

 

November 30,

 

Increase /

 

 

2011

 

2010

 

(Decrease)

Revenues

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

5,247

 

 

6,468

 

 

(1,221)

Professional fees

 

 

17,700

 

 

25,694

 

 

(7,994)

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

22,947

 

 

32,162

 

 

(9,215)

 

 

 

 

 

 

 

 

 

 

Net Operating (Loss)

 

 

(22,947)

 

 

(32,162)

 

 

9,215

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

 

(3,572)

 

 

(1,779)

 

 

(1,793)

 

 

 

 

 

 

 

 

 

 

Net (Loss)

 

$

(26,519)

 

$

(33,941)

 

$

7,422


Revenues:


The Company was established on September 30, 2009 and is in the development stage and had no operations during the years ended November 30, 2011 and 2010, as such there were no revenues.


General and Administrative:


General and administrative expenses were $5,247 for the year ended November 30, 2011 compared to $6,468 for the year ended November 30, 2010, a decrease of $1,221 or approximately 19%. General and administrative expenses consisted of bank fees, SEC filing costs and website development costs. The decrease in general and administrative expense for the year ended November 30, 2011 compared to 2010 was primarily due to the cost of creating the website in 2010 that was not incurred in the comparative period in 2011.


Professional Fees:


Professional fees expense was $17,700 for the year ended November 30, 2011 compared to $25,694 for the year ended November 30, 2010, a decrease of $7,994, or approximately 31%. Professional fees consisted of legal, accounting and auditing costs necessary to prepare our public filings. The decrease in professional fees expense for the year ended November 30, 2011 compared to 2010 was primarily due to streamlining the process of filing our quarterly reports and the elimination of additional costs related to our filing Form S-1 that was incurred in the year ended November 30, 2010 that was not necessary during the year ended November 30, 2011.


Net Operating Loss:


Net operating loss for the year ended November 30, 2011 was $22,947, or ($0.01) per share, compared to a net operating loss of $32,162, or ($0.01) per share, for the year ended November 30, 2010, a decrease of $9,215 or 29%. Net operating loss decreased primarily due to the decreased professional fees achieved through streamlining our quarterly filing processes and the elimination of additional costs related to our filing Form S-1 that was incurred in the year ended November 30, 2010 that was not necessary during the year ended November 30, 2011.




14




Other Expense:


Other expense was $3,572 for the year ended November 30, 2011 compared to $1,779 for the year ended November 30, 2010, an increase of $1,793, or approximately 101%. Other expenses consisted of interest expense and foreign currency exchange losses. The increase in other expense for the year ended November 30, 2011 compared to 2010 was primarily due to increased interest expense on short term debt financing as a result of having greater debts outstanding during the year ended November 30, 2011 than was outstanding during the year ended November 30, 2010.


Net Loss:


Net loss for the year ended November 30, 2011 was $26,519, or ($0.01) per share, compared to a net loss of $33,941, or ($0.01) per share, for the year ended November 30, 2010, a decrease of $7,422 or 22%. Net loss decreased primarily due to the decreased professional fees achieved through streamlining our quarterly filing processes and the elimination of additional costs related to our filing Form S-1 that was incurred in the year ended November 30, 2010 that was not necessary during the year ended November 30, 2011.


LIQUIDITY AND CAPITAL RESOURCES


The following table summarizes total assets, accumulated deficit, stockholders’ equity (deficit) and working capital at November 30, 2011 compared to November 30, 2010.


 

 

November 30, 2011

 

November 30, 2010

Total Assets

 

$

220

 

$

12,210

 

 

 

 

 

 

 

Accumulated (Deficit)

 

$

(61,205)

 

$

(34,686)

 

 

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

$

(45,705)

 

$

(19,186)

 

 

 

 

 

 

 

Working Capital (Deficit)

 

$

(45,705)

 

$

(19,186)


Our principal source of operating capital has been provided from private sales of our common stock, and, debt financing. At November 30, 2011, we had a negative working capital position of $(45,705). As we continue to develop our business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital. We have and expect to continue to have substantial capital expenditure and working capital needs. We do not now have funds sufficient to fund our operations at their current level for the next twelve months. We need to raise additional cash to fund our operations and implement our business plan. We expect that the additional financing will (if available) take the form of a private placement of equity, although we may be constrained to obtain additional debt financing in lieu thereof. We are maintaining an on-going effort to locate sources of additional funding, without which we will not be able to remain a viable entity. No financing arrangements are currently under contract, and there are no assurances that we will be able to obtain adequate financing. If we are able to obtain the financing required to remain in business, eventually achieving operating profits will require substantially increasing revenues or drastically reducing expenses from their current levels or both. If we are able to obtain the required financing to remain in business, future operating results depend upon a number of factors that are outside of our control. Our funding sources to date have been as follows:


During the year ended November 30, 2011, the Company received unsecured loans to fund operations in the total amount of $6,435, bearing interest at 10% and due on demand from a private investor.


During the year ended November 30, 2011, the Company received additional unsecured loans to fund operations in the amount of $4,800 bringing the total due to 34,353, bearing interest at 10% and due on demand from the Company’s founder and CEO.




15




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


Satisfaction of our cash obligations for the next 12 months.


As of November 30, 2011, our balance of cash on hand was $102. Our plan for satisfying our cash requirements for the next twelve months is through sale of shares of our common stock, third party financing, and/or traditional bank financing.


Contractual obligations and commitments.


As of November 30, 2011, we owed a total of $40,788 on short term demand loans, of which $34,353 is owed to our sole Officer and Director.


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


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


Expected purchase or sale of plant and significant equipment.


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


Off-balance sheet arrangements.


None.



ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk


Not required.

















16





ITEM 8. FINANCIAL STATEMENTS


Index to Financial Statements


Report of Independent Registered Public Accounting Firm

 

F-1

 

 

 

Balance Sheets as of November 30, 2011 and 2010

 

F-2

 

 

 

Statements of Operations for the years ended November 30, 2011 and 2010, and the period from September 30, 2009 (inception) to November 30, 2011

 

F-3

 

 

 

Statement of Stockholders' Equity (Deficit) for the period from September 30, 2009 (inception) to November 30, 2011

 

F-4

 

 

 

Statements of Cash Flow for the years ended November 30, 2011 and 2010, and the period from September 30, 2009 (inception) to November 30, 2011.

 

F-5

 

 

 

Notes to Financial Statements

 

F-6



















17



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Curry Gold Corp.

(A Development Stage Company)


We have audited the accompanying balance sheets of Curry Gold Corp. (A Development Stage Company) as of November 30, 2011 and 2010 and the related statements of operations, changes in shareholders' equity (deficit) and cash flows for the periods ended November 30, 2011 and 2010 and from inception (September 30, 2009) through November 30, 2011. 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 audits.


We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Curry Gold Corp. as of November 30, 2011 and 2010, and the results of its operations and cash flows for the periods described above in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statement, the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC


www.mkacpas.com

Houston, Texas

February 27, 2012










F-1




CURRY GOLD CORP

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

November 30,

 

November 30,

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash

$

102

 

$

12,094

Prepaid expenses

 

118

 

 

116

Total current assets

 

220

 

 

12,210

 

 

 

 

 

 

Total assets

$

220

 

$

12,210

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)              

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

840

 

$

374

Accounts payable, related party

 

-

 

 

745

Accrued interest

 

307

 

 

-

Accrued interest, related party

 

3,990

 

 

724

Note payable

 

6,435

 

 

-

Note payable, related party

 

34,353

 

 

29,553

Total current liabilities

 

45,925

 

 

31,396

 

 

 

 

 

 

Stockholders' equity (deficit):

 

 

 

 

 

Common stock, $0.001 par value, 75,000,000 shares

 

 

 

 

 

authorized 3,350,000 shares issued and outstanding

 

3,350

 

 

3,350

Additional paid-in capital

 

12,150

 

 

12,150

(Deficit) accumulated during development stage

 

(61,205)

 

 

(34,686)

Total stockholders' equity (deficit)

 

(45,705)

 

 

(19,186)

 

 

 

 

 

 

Total liabilities and stockholders' equity (deficit)

$

220

 

$

12,210






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




F-2




CURRY GOLD CORP

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

For the year ended

 

September 30, 2009

 

November 30,

 

(inception) to

 

2011

 

2010

 

November 30, 2011

 

 

 

 

 

 

 

 

 

Revenue

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

General and administrative

 

5,247

 

 

6,468

 

 

12,460

     Professional fees

17,700

25,694

43,394

Total operating expenses

 

22,947

 

 

32,162

 

 

55,854

 

 

 

 

 

 

 

 

 

Net operating (loss)

 

(22,947)

 

 

(32,162)

 

 

(55,854)

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Foreign currency gain (loss)

 

-

 

 

(1,055)

 

 

(1,055)

Interest expense

 

(3,572)

 

 

(724)

 

 

(4,296)

Total other income (expense)

 

(3,572)

 

 

(1,779)

 

 

(5,351)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss)

$

(26,519)

 

$

(33,941)

 

$

(61,205)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares

 

 

 

 

 

 

 

 

outstanding - basic and fully diluted

 

3,350,000

 

 

3,350,000

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) per share - basic and fully diluted                            

$

(0.01)

 

$

(0.01)

 

 

 






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





F-3






CURRY GOLD CORP

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 (Deficit)

 

 

 

 

 

 

 

 accumulated

 

 

 

 

 

 Additional

 

 during

 

 Total

 

Common stock

 

 paid-In

 

 development

 

 stockholders'

 

 Shares

 

 Amount

 

 capital

 

 stage

 

 equity (deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued to founder for cash at $0.001 per share

2,000,000

 

$

2,000

 

$

-

 

$

-

 

$

2,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued to founders for cash at $0.01 per share

1,350,000

 

 

1,350

 

 

12,150

 

 

-

 

 

13,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended November 30, 2009

-

 

 

-

 

 

-

 

 

(745)

 

 

(745)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2009

3,350,000

 

 

3,350

 

 

12,150

 

 

(745)

 

 

14,755

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended November 30, 2010

-

 

 

-

 

 

-

 

 

(33,941)

 

 

(33,941)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2010

3,350,000

 

 

3,350

 

 

12,150

 

 

(34,686)

 

 

(19,186)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended November 30, 2011

-

 

 

-

 

 

-

 

 

(26,519)

 

 

(26,519)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, November 30, 2011

3,350,000

 

$

3,350

 

$

12,150

 

$

(61,205)

 

$

(45,705)

 

 

 

 

 

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





F-4






CURRY GOLD CORP

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

For the year ended

 

September 30, 2009

 

November 30,

 

(inception) to

 

2011

 

2010

 

November 30,  2011

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES              

 

 

 

 

 

 

 

 

Net (loss)

$

(26,519)

 

$

(33,941)

 

$

(61,205)

Adjustments to reconcile net (loss)

 

 

 

 

 

 

 

 

to net cash used in operating activities:

 

 

 

 

 

 

 

 

Decrease (increase) in assets:

 

 

 

 

 

 

 

 

Prepaid expenses

 

(2)

 

 

(116)

 

 

(118)

Increase (decrease) in liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

466

 

 

374

 

 

840

Accounts payable, related party

 

(745)

 

 

-

 

 

-

Accrued expenses

 

3,990

 

 

-

 

 

3,990

Accrued expenses, related party

 

(417)

 

 

724

 

 

307

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

(23,227)

 

 

(32,959)

 

 

(56,186)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from sale of common stock

 

-

 

 

-

 

 

15,500

Proceeds from Note payable

 

6,435

 

 

-

 

 

6,435

Proceeds from Note payable, related party

 

4,800

 

 

29,553

 

 

34,353

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

11,235

 

 

29,553

 

 

56,288

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

(11,992)

 

 

(3,406)

 

 

102

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

12,094

 

 

15,500

 

 

-

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

102

 

$

12,094

 

$

102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

 

 

Interest paid

$

-

 

$

-

 

$

-

Income taxes paid

$

-

 

$

-

 

$

-






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





F-5





CURRY GOLD CORP

(A Development Stage Company)

Notes to Financial Statements



Note 1 - Nature of Business and Significant Accounting Policies


Nature of Business

Curry Gold Corp (“the Company”) was incorporated in the state of Nevada on September 30, 2009 (“Inception”). The Company was formed to become an operator and franchisor of fast-casual food catering vans that capitalize on the growing trend of food to go (convenience food) with its Currywurst product, a product native to Germany, and market it through Switzerland and into major metropolitan US cities.


Basis of Presentation

The financial statements included herein, presented in accordance with United States generally accepted accounting principles and is stated in US currency have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.


The Company is considered to be in the development stage as defined by FASB ASC 915-10-05. This standard requires companies to report their operations, shareholders equity and cash flows from inception through the reporting date. The Company will continue to be reported as a development stage entity until, among other factors, revenues are generated from management’s intended operations. Management has provided financial data since inception (September 30, 2009).


The Company has adopted a fiscal year end of November 30th.


Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


Cash and Cash Equivalents

We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.


Start-Up Costs

The Company accounts for start-up costs, including organization costs, whereby such costs are expensed as incurred.


Development Stage Policy

The Company has not earned revenue from planned principal operations since inception (insert date of inception). Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth by current authoritative account literature. Among the disclosures required by current accounting literature are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.


Stock Based Compensation

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


Curry Gold Corp adopted provisions which require that we measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.




F-6






CURRY GOLD CORP

(A Development Stage Company)

Notes to Financial Statements



Curry Gold Corp has adopted the “modified prospective” method, which results in no restatement of prior period amounts. This method would apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. Curry Gold Corp will calculate the fair value of options using a Black-Scholes option pricing model. Curry Gold Corp does not currently have any outstanding options subject to future vesting therefore no charge is required for the periods presented. Our method also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, our method required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share. For companies that are using the “modified prospective” method, disclosure of pro forma information for periods prior to adoption must continue to be made.


Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.


Fair Value of Financial Instruments

Financial instruments consist principally of cash, trade and notes receivables, trade and related party payables and accrued liabilities. The carrying amounts of such financial instruments in the accompanying balance sheets approximate their fair values due to their relatively short-term nature. It is management’s opinion that the Company is not exposed to significant currency or credit risks arising from these financial instruments.


Revenue Recognition

Revenue is recognized at the time of sale if collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.


Basic and Diluted Loss per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.








F-7





CURRY GOLD CORP

(A Development Stage Company)

Notes to Financial Statements



Recent Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles - Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.


In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on December 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.


In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on December 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.


In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. ASU 2011-02 has become effective for the Company on September 1, 2012. The Company does not believe that the guidance will have a material impact on its financial statements.






F-8





CURRY GOLD CORP

(A Development Stage Company)

Notes to Financial Statements



In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.


In December 2010, the FASB issued ASU 2010-28, “Intangible -Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our financial statements.



Note 2 - Going Concern


As shown in the accompanying financial statements, the Company has no revenues and has incurred continuous losses from operations, had an accumulated deficit of $61,205 and $34,686 at November 30, 2011 and 2010, respectively, and a working capital deficit of $45,705 and $19,186 at November 30, 2011 and 2010, respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.


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



Note 3 - Related Party


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


On October 12, 2009, the Company issued 50,000 founder’s shares to a Director of the Company at $0.01 in exchange for proceeds of $500.


During the month of October, 2009, the Company issued 1,300,000 founder’s shares at the $0.01 in exchange for proceeds of $13,000.





F-9





CURRY GOLD CORP

(A Development Stage Company)

Notes to Financial Statements



From time to time the officer has loaned the Company money to fund operations. The CEO has advanced the following unsecured demand loans, bearing interest at 10%, to fund operations:


-

On April 8, 2011, the Company received a loan of $4,800

-

On September 30, 2010, the Company received a loan of $15,000

-

On September 15, 2010, the Company received a loan of $553

-

On August 11, 2010, the Company received a loan of $11,000

-

On June 28, 2010, the Company received a loan of $3,000


Accrued interest of $3,990 on these advances is outstanding as of November 30, 2011.



Note 4 - Fair Value of Financial Instruments


The Company adopted FASB ASC 820-10 upon inception at September 30, 2009. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.


The Company doesn’t have any financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:


Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.


Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).


Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.



Note 5 - Note Payable


Note payable consists of the following at November 30, 2011 and 2010:


 

November 30,

 

November 30,

 

2011

 

2010

10% unsecured demand loan

$

6,435

 

$

-


The Company has accrued interest of $307 and $-0- as of November 30, 2011 and 2010, respectively related to the note payable.





F-10





CURRY GOLD CORP

(A Development Stage Company)

Notes to Financial Statements



Note 6 - Note Payable, Related Party


Note payable, related party consists of the following at November 30, 2011 and 2010:


 

November 30,

 

November 30,

 

2011

 

2010

10% unsecured demand loan

$

34,353

 

$

29,553


The Company has accrued interest of $3,990 and $724 owed to the Company’s CEO as of November 30, 2011 and 2010, respectively.



Note 7 - Stockholders’ Equity


On September 30, 2009, the founders of the Company established 75,000,000 authorized shares of $0.001 par value common stock.


Common Stock

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


On October 12, 2009, the Company issued 50,000 founder’s shares to a Director of the Company at $0.01 in exchange for proceeds of $500.


During the month of October, 2009, the Company issued 1,300,000 founder’s shares at the $0.01 in exchange for proceeds of $13,000.



Note 8 - Income Taxes


The Company accounts for income taxes under FASB ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.


For the years ended November 30, 2011 and 2010, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. The Company had approximately $61,200 and $33,900 of federal net operating losses at November 30, 2011 and 2010, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2030.


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


 

November 30,

 

2011

 

2010

Deferred tax assets:

 

 

 

 

 

  Net operating loss carry forwards

$

21,420

 

$

11,865

 

 

 

 

 

 

Net deferred tax assets before valuation allowance

 

21,420

 

 

11,865

  Less: Valuation allowance

 

(21,420)

 

 

(11,865)

    Net deferred tax assets

$

-

 

$

-




F-11





CURRY GOLD CORP

(A Development Stage Company)

Notes to Financial Statements



Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at November 30, 2011 and 2010, respectively.


A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:


 

November 30,

 

2011

 

2010

 

 

 

 

Federal and state statutory rate

35%

 

35%

Change in valuation allowance on deferred tax assets

(35%)

 

(35%)


In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions as of any date on or before November 30, 2011.



Note 9 - Subsequent Events


On January 17, 2012 the Company received $10,000 in exchange for an unsecured promissory note, which carries a 10% interest rate and is due on demand.




























F-12






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


The Company has had no disagreements with its certified public accountants with respect to accounting practices or procedures or financial disclosure.


ITEM 9A. CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a - 15(c) and 15d - 15(e)). Based upon that evaluation, our principal executive officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure.


Our principal executive officer does not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officer has determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.


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


Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a- 15(f) under the Securities Exchange Act, as amended. Management, with the participation of the Chief Executive, evaluated the effectiveness of our internal control over financial reporting as of November 30, 2011. In making this assessment, management used the criteria set forth by the committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:


·

As of November 30, 2011, we did not maintain effective controls over financial reporting. Specifically segregation of duty controls were not designed and in place to ensure that the financial impact of certain transactions were accounted for properly.


·

As of November 30, 2011, we did not maintain effective controls over financial reporting. Specifically, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert. As these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.


Because of these material weaknesses, management has concluded that we did not maintain effective internal control over financial reporting as of November 30, 2011 based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.




18





We intend to take measures to cure the aforementioned material weaknesses as resources become available, including, but not limited to, the following:


·

We intend to hire additional staff as resources become available to maintain proper segregation of duty; and

·

We intend to expand our Board of Directors and establish and audit committee as resources become available.


Changes in Internal Control over Financial Reporting


There have been no changes in our internal control over financial reporting through the date of this report or during the quarter ended November 30, 2011, that materially affected, or is reasonably likely to materially affect, the our internal control over financial reporting.


Independent Registered Accountant’s Internal Control Attestation


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



ITEM 9B. OTHER INFORMATION


There are no further disclosures.



 







19





PART III


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


The directors and officers as of November 30, 2011, are set forth below. The directors hold office for their respective term and until their successors are duly elected and qualified. Vacancies in the existing Board are filled by a majority vote of the remaining directors. The officers serve at the will of our Board of Directors


Name

 

Positions

 

Age

Soenke Timm

 

President, Secretary, Treasurer and Director

 

41

Chris Pollmann *

 

Vice President

 

35

* Mr. Pollmann resigned from his positions as Vice President and Director on April 15, 2011.


Background of Officer and Directors


Set forth below are the names of our directors and officers, all positions and offices held, the period during which they have served as such, and the business experience during at least the last five years:


Soenke Timm:


Soenke Timm has been our President and Chief Executive Officer and a member of our board of directors since inception. Mr. Timm has devoted approximately 25% or 10 hours per week of his professional time to our business and intends to continue to devote this amount of time in the future and increase as needed.


From 2003 to 2004 Soenke was a Project Manager of corporate media with publishing house Mediax AG in St. Gallen Switzerland. From January 2005 until autumn 2005. Mr. Timm was a senior international account executive with Scholz&Friends, an advertising agency in Hamburg Germany. From September 2005 until October 2006 he became a project organizer with KoKa Verwaltung in Hamburg, a producer of convenience foods for Northern Europe. In autumn 2006 to autumn 2007 Mr. Timm had the position of controller with Hanse Lounge, a private business club in Hamburg. From autumn 2007 until spring 2008 he became the senior sales manager with two publishing houses, Rich Verlags GmbH, located in Hamburg and KIG AG located in Zurich. Presently Mr. Timm is a business consultant in Zurich Switzerland. He holds a certificate for jewelry retail with Cartier, a degree for ETMA (European Training for Management) and Trade Assistant from the University of Hamburg in 1990.


Chris Pollmann *:


Chris Pollmann was our Vice President from inception through his resignation on April 15, 2011. Mr. Pollmann had devoted approximately 5% or 10 hours per month of his professional time to our business.


Since November of 2004 Chris has been a project manager for Business Solution Group Zurich. BSG is an IT firm with consultants and IT engineers who advise and develop, integrate and support demanding end-to-end solutions from core banking to insurance. Chris holds an MSc in Economics, majoring in Financial and Capital Markets from the University of St. Gallen Switzerland and completed the Chartered Financial Analyst Program Charlottesville USA .

* Mr. Pollmann resigned from his positions as Vice President and Director on April 15, 2011.









20






Employment Agreements


Our officers are our only employees and we do not have any employment agreements with them.


Term of Office


All directors have a term of office expiring at the next annual general meeting of the Company, unless re­elected or earlier vacated in accordance with our bylaws. All officers have a term of office lasting until their removal or replacement by the board of directors.


Board Committees


We have not yet implemented any board committees.


Audit Committee


We do not have a standing audit committee, an audit committee financial expert, or any committee or person performing a similar function. We currently have limited working capital and no revenues. Management does not believe that it would be in our best interests at this time to retain independent directors to sit on an audit committee. If we are able to raise sufficient financing in the future, then we will likely seek out and retain independent directors and form an audit, compensation committee and other applicable committees.


CERTAIN LEGAL PROCEEDINGS


No director, nominee for director, or executive officer has appeared as a party in any legal proceeding material to an evaluation of his or ability or integrity during the past five years.


COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT


To date, our officers and directors have not filed their respective Form 5 filing(s) for the year ended November 30, 2011 though we expect to effectuate said filing(s) concurrent with or immediately subsequent to this filing.



ITEM 11. EXECUTIVE COMPENSATION


Since inception, we have paid no cash or non-cash executive compensation (including stock options or awards, perquisites, or deferred compensation plans), whatsoever, to the officers or directors. Following the date of this prospectus, our officers and directors will also continue not to receive any form of cash compensation from the Company until at least such time as we commence operations.


The following tables set forth certain summary information concerning all plan and non-plan compensation awarded to, earned by, or paid to the named executive officers and directors by any person for all services rendered in all capacities to the Company since inception until the date of this amended filing:


Name of Executive Officer and/or Director

Position

Salary

Bonus and Other Compensation

Securities Underlying Stock Options

Soenke Timm

President/CEO

None

None

None

 

Chief Financial Officer/Treasurer

 

 

 

Chris Pollmann *

VP

None

None

None


* Mr. Pollmann resigned from his positions as Vice President and Director on April 15, 2011.






21





Options Grants Since Inception Until The Date of This Filing


We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.


Aggregated Options Exercises Since Inception Until The Date Of This Filing


No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since we were founded.


Long-Tem Incentive Plans and Awards


We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or directors or employees or consultants since we were founded.


Compensation of Directors


The members of the Board of Directors are not compensated by us for acting as such. Directors are reimbursed for reasonable out-of-pocket expenses incurred. There are no arrangements pursuant to which directors are or will be compensated in the future for any services provided as a director.


Employment Contracts, Termination of Employment, Change-in-Control Arrangements


There are no employment or other contracts or arrangements with our officers or directors. There are no compensation plans or arrangements, including payments to be made by the Company, with respect to the officers, directors, employees or consultants of the Company that would result from the resignation, retirement or any other termination of such directors, officers, employees or consultants. There are no arrangements for directors, officers or employees that would result from a change-in-control.


Indemnification


We may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.


Regarding indemnification for liabilities arising under the Securities Act, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.







22





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


The following table sets forth certain information regarding the number and percentage of common stock (being our only voting securities) beneficially owned by each officer and director, each person (including any "group" as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known by us to own 5% or more of our common stock, and all officers and directors as a group, as of the date of this filing.


The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse.


Name of Beneficial Owner [1]

 

Number of Common Shares

 

Percentage of Class [2]

Soenke Timm

 

2,000,000

 

60.0%

Chris Pollmann

 

50,000

 

01.5%

All Officers and Directors as a group

 

2,050,000

 

61.5%


 

(1)

Unless otherwise indicated, the Company has been advised that all individuals listed have the sole power to vote and dispose of the number of Shares set forth opposite their names. For purposes of computing the number and percentage of Shares beneficially owned by a stockholder, any Shares which such person has the right to acquire within 60 days are deemed to be outstanding, but those Shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other stockholder.

 

 

 

 

(2)

Based on 3,350,000 Shares issued and outstanding as of the date of this filing.



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE


Our officers and directors are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, they may face a conflict in selecting between our interests and these other business interests.


1.

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


2.

On October 12, 2009, the Company issued 50,000 founder’s shares to a Director of the Company at $0.01 in exchange for proceeds of $500.


3.

During the month of October, 2009, the Company issued 1,300,000 founder’s shares at the $0.01 in exchange for proceeds of $13,000.


4.

During the year ended November 30, 2011, the Company received additional loans from the CEO, Soenke Timm, to fund operations in the amount of $4,800, bringing the total due Mr. Timm to $34,353.








23





PART IV


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


The aggregate fees billed to us by our principal accountant for services rendered during the fiscal years ended November 30, 2011 are set forth in the table below:


 

 

For the year ended

 

For the year ended

Fee Category

 

November 30, 2011

 

November 30, 2010

Audit Fees (1)

 

$

8,898

 

$

6,558

Tax Fees (2)

 

$

-

 

$

-

Tax Compliance Services

 

$

-

 

$

-

All Other Fees (3)

 

$

-

 

$

-


 

(1)

Audit fees consist of fees for professional services rendered in connection with or related to the audit of our consolidated annual financial statement, for the review of interim consolidated financial statements in Form 10-Qs and for services normally provided in connection with statutory and regulatory filings or engagements, including registration statements.

 

 

 

 

(2)

Tax fees consist of fees billed for professional services rendered for tax compliance and tax advice.

 

 

 

 

(3)

All other fees consist of fees billed for assistance with assessment for Sarbanes-Oxley, SEC correspondence and services other than the services reported in other categories.


Audit Committee’s Pre-Approval Practice.


We do not have an audit committee. Our board of directors performs the function of an audit committee. Section 10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our auditors from performing audit services for us as well as any services not considered to be audit services unless such services are pre-approved by our audit committee or, in cases where no such committee exists, by our board of directors (in lieu of an audit committee) or unless the services meet certain de minimis standards.



ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K Exhibits


The following exhibits are filed as part of, or are incorporated by reference into, this report on Form 10-K:


Exhibit No.

 

Description

 

 

 

3.1(a)

 

Articles of Incorporation of Curry Gold Corp.

3.2(a)

 

Bylaws of Curry Gold Corp.

31.1

 

Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a). promulgated under the Securities and Exchange Act of 1934, as amended (filed herewith).

31.2

 

Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a). promulgated under the Securities and Exchange Act of 1934, as amended (filed herewith).

32.1

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

101.INS

 

XBRL Instance Document (filed herewith).

101.SCH

 

XBRL Schema Document (filed herewith).

101.CAL

 

XBRL Calculation Linkbase Document (filed herewith).

101.DEF

 

XBRL Definition Linkbase Document (filed herewith).

101.LAB

 

XBRL Labels Linkbase Document (filed herewith).

101.PRE

 

XBRL Presentation Linkbase Document (filed herewith).


 

(a) Incorporated by reference to our Registration Statement on Form S-1, filed on January 10, 2009 (File No. 333-164222)




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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


CURRY GOLD CORP

 

 

By:

/ S / Soenke Timm

 

Soenke Timm

President and Chief Executive Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature

Title

Date

 

 

 

/s/ Soenke Timm

Soenke Timm

President and Chief Executive Officer (Principal Executive Officer)

February 27, 2012


Signature

Title

Date

 

 

 

/s/ Soenke Timm

Soenke Timm

Chief Financial Officer (Principal Accounting Officer)

February 27, 2012












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