10-K 1 kurrantfood10k93009_1910.htm ANNUAL REPORT kurrantfood10k93009_1910.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended: September 30, 2009

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

Commission File No. 0-1346352

KURRANT FOOD ENTERPRISES, INC.
 (Exact Name of Registrant as specified in its charter)
 
 
Colorado
20-3902781
(State or other jurisdiction
(IRS Employer File Number)
of incorporation)
 
 
 
194 Hermosa Circle
 
Durango, Colorado
81301
(Address of principal executive offices)
(Zip code)

(970) 247-4980
(Registrant's telephone number, including area code)

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

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

Common Stock, $.0.001 per share par value

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

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

Indicate by check mark whether the registrant (1) has filed all Reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes: [ ]   No: [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(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes []  No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form and no disclosure will 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. [X]

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

Large accelerated filer []
 Accelerated filer []
Non-accelerated filer   [] (Do not check if a smaller reporting company)
 Smaller reporting company  [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes []   No [X].

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: Approximately $128,000.


 

 

FORM 10-K
 
 
Kurrant Food Enterprises, Inc.
 
INDEX
 
PART I
  Page
   
     Item 1. Business
3
     Item 1A. Risk Factors
6
     Item 2. Property
9
   
     Item 3. Legal Proceedings
9
   
     Item 4. Submission of Matters to a Vote of Security Holders
10
   
PART II
 
   
     Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10
   
     Item 6. Selected Financial Data
12
   
     Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
12
   
     Item 7A. Quantitative and Qualitative Disclosures About Market Risk
15
   
     Item 8. Financial Statements and Supplementary Data
16
   
     Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
28
   
     Item 9A(T). Controls and Procedures
28
   
     Item 9B. Other Information
29
   
PART III
 
   
     Item 10. Directors, Executive Officers and Corporate Governance
29
   
     Item 11. Executive Compensation
29
   
     Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
30
   
     Item 13. Certain Relationships and Related Transactions, and Director Independence
30
   
     Item 14. Principal Accountant Fees and Services
31
   
     Item 15. Exhibits Financial Statement Schedules
31
   
Financial Statements pages
16 - 27
   
Signatures
32
 
 

 
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References in this document to "us," "we," or "Company" refer to Kurrant Food Enterprises, Inc. and includes our wholly-owned subsidiary, Kurrant Cuisine Enterprises, Inc

Forward-Looking Statements

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

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

PART I

Item 1.   DESCRIPTION OF BUSINESS.

General Information

Kurrant Food Enterprises, Inc. was incorporated in the State of Colorado on May 3, 2005. We develop, own, and operate a catering business in Colorado through our subsidiary corporation, Kurrant Cuisine Enterprises, Inc. Through our catering business, we organize and cater a number of different events, from cocktail parties, to buffets of various kinds, to multi-course plated dinners We plan to expand our operations to the production of food products in the second  quarter of 2010.  Through our catering business we have developed various proprietary recipes related to stocks, sauces, and vinaigrettes.  After numerous requests from our loyal customer base we have decided to deliver our first bottled house vinaigrette to new and existing customers via our website to be developed and local markets.  We have spent the last year developing our gourmet food product and preparing for this expansion of our operations.    .

Kurrant Mobile Catering, Inc. is a corporation which we formed under the laws of the State of Colorado on November 15, 2007. On November 30, 2007, our directors approved, subject to the effectiveness of a registration with the Securities and Exchange Commission, the pro rata spin-off of Kurrant Mobile Catering, Inc. to our shareholders of record on January 10, 2008 on a pro rata basis. Since our business is related to the proposed activities of Kurrant Mobile Catering, Inc., our directors decided it was in our best interests to spin-off Kurrant Mobile Catering, Inc. to minimize any potential of conflict of interest.  We distributed the Kurrant Mobile Catering, Inc. shares on or about February 12, 2008.

Our headquarters are located at 194 Hermosa Circle, Durango, Colorado 81301. Our phone number at our headquarters is (970) 247-4980. Our fiscal year end is September 30th.

 
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Overview of our Operations

Our operations focus on two different customer segments. The first segment is social catering, which is composed of individuals who contract for private events, such as cocktail parties and buffet dinners. The other segment is business catering, which is composed of companies which use catering services primarily for breakfasts, lunches and meetings.

We use the term social catering to describe catering for individuals hosting a special event such as a cocktail party, holiday dinner, or private buffet. These events are generally held in private homes. Such customers generally seek caterers who offer high-end food products as well as service for hors d'oeuvers and related activities. Customers generally contract for evening or weekend events involving dinner or cocktail parties.

We use the term business catering to describe customers seeking food service for meetings and breakfast and lunch delivery, primarily in a business setting. These customers generally seek convenience and reliability. However, they are generally also attracted to gourmet quality food products which cannot be found in conventional take-out restaurants.

Our sales are generated for individual events. The more events we hold, the more sales we generate. Our typical sale per event for a social catering is $1,800. Our typical sale per event for a business catering is $400. Our plan is to attempt to generate as many events as possible with our current resources.

We believe that the catering industry is thriving industry and has been steadily growing for the past thirty years. The catering industry is a subset of the restaurant industry and has been termed the accommodation and food services sector. The catering industry comprises establishments primarily engaged in providing single event-based food services. The catering industry is experiencing strong growth according to the trade journal Specialty Food News, which states that off-premise catering is the second biggest growth sector, second only to home meal replacement.  According to the National Catering industry, the number of catering companies is currently approximately 46,000 to caterers nationally.

We also believe that we must provide a high level of service for our customers. We believe that it is our responsibility to make certain that our products and services are satisfying for our catering customers.

In 2008, we began a management project of a restaurant in Durango, Colorado. This restaurant is known as the Swing at Dalton Ranch Restaurant. We receive a management fee of $ 4,000 per month under an oral management agreement. This agreement was terminated in 2008.

In January 2009 we began plans in our operations to include food preparation.  Throughout 2009 we were developing recipes and preparing our infrastructure to handle the production and delivery of our products.  The first product we plan to bring to market is our house vinaigrette. This product is anticipated to be available for sale in the second quarter of 2010.

Operations, Management and Employees

We believe that initially operating from one location will be central to our overall success. We currently concentrate our catering operations in the Durango, Colorado area.  Our food products will be available at local markets and on our website, which is under development.

 
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We have one full-time employee, our President, Mr. Bell. As we expand, we intend to hire additional employees. We also use part-time contract help as needed.

While Mr. Bell, our President, has had extensive catering experience, we must eventually recruit additional personnel. We will strive to maintain quality and consistency through the careful training and supervision of personnel and the establishment of, and adherence to, high standards relating to personnel performance, customer service, and maintenance of our facilities. We believe that we will be able to attract high quality, experienced personnel by paying competitive wages and salaries.

Marketing and Promotion

We plan to market through direct contact with prospective customers and via the website we plan to develop in the second quarter of our next fiscal year. We have no sales representative who solicits potential clients. However, Mr. Bell, our President, uses his contacts to generate the initial customers and will attempt to develop repeat business from catering events.

Patents and Trademarks

We do not currently have any patent or trademark protection. If we determine it is feasible to file for such trademark protection, we still have no assurance that doing so will prevent competitors from using the same or similar names, marks, concepts or appearance.

Competition

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

We believe that our products and services are more attractive to our customers than our competitors because we can provide immediate response, with no long lead time. We also believe that we offer our customers flexibility and cost savings because our overhead is lower than many of our competitors. However, we cannot guarantee that we will be able to successfully compete.

Government and Industry Regulation

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

Employees and Employment Agreements

We have one full-time employee, our President, Mr. Bell. We reimburse him for any out-of-pocket expenses he incurs on our behalf. In addition, in the future, we may approve additional payment of salaries for our management, but currently, no such plans have been approved. We do not currently pay for vacation, holidays or provide major medical coverage. None of our officers or directors is a party to any employment agreement. However, we may adopt such plans in the future. We also use part-time help for specific events.

 
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How to Obtain our SEC Filings

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

Our investor relations department can be contacted at our principal executive office located at our principal office 194 Hermosa Circle, Durango, Colorado 81301. Our phone number at our headquarters is (970) 247-4980. We do not currently have a website but have one under development for the second quarter of our next fiscal year.

ITEM 1A. RISK FACTORS

You should carefully consider the risks and uncertainties described below; and all of the other information included in this document. Any of the following risks could materially adversely affect our business, financial condition or operating results and could negatively impact the value of your investment.

THIS IS A COMPANY WITH A HISTORY OF LOSSES. SUCH A COMPANY IS AN INHERENTLY RISKY INVESTMENT.

For the year ended September 30, 2009, we had a loss of $53,199 on sales of $2,851. For the year ended September 30, 2008, we had a loss of $28,106 on sales of $181,455.We have limited operating history upon which an evaluation of our future success or failure can be made. However, we have a history of losses. As a result, investment in our company is inherently risky.

BECAUSE WE HAD LOSSES AND HAVE A WORKING CAPITAL DEFICIT, OUR ACCOUNTANTS HAVE EXPRESSED DOUBTS ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

For the fiscal years ended September 30, 2009 and 2008, our accountants have expressed doubt about our ability to continue as a going concern as a result of our continued net losses. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:
  
  our ability to locate clients who will purchase our catering services and retail products; and
 
  our ability to generate revenues.

Based upon current plans, we may incur operating losses in future periods because we may, from time to time, be incurring expenses but not generating sufficient revenues. We cannot guarantee that we will be successful in generating sufficient revenues or other funds in the future to cover our operating costs. Failure to generate sufficient revenues will cause us to go out of business.


 
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OUR SALES DEPEND UPON THE NUMBER OF CUSTOMERS WE CAN GENERAGE. WE CANNOT GUARANTEE WE WILL EVER DEVELOP A SUBSTANTIAL NUMBER OF CUSTOMERS. EVEN IF WE DEVELOP A SUBSTANTIAL NUMBER OF CUSTOMERS, THERE IS NO ASSURANCE THAT WE WILL BECOME A PROFITABLE COMPANY.

To date, we have had approximately two hundred events using our catering services. While we are constantly marketing for additional customers, we cannot guarantee we ever achieve any additional customers. Even if we obtain additional customers for our services, there is no guarantee that we will make a profit. If we do not consistently make a profit, we may have to suspend or cease operations.

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR OPERATIONS. A COMPANY IN OUR INDUSTRY WITH LIMITED OPERATIONS HAS A SMALL OPPORTUNITY TO BE SUCCESSFUL.

Because we are small and do not have much capital, we must limit our operations. We must limit our operations to the Durango, Colorado area as the only geographical area in which we operate. Because we may have to limit our operations, we may not generate sufficient sales to make a profit. If we do not make a profit, we may have to suspend or cease operations.

WE ARE CURRENTLY CONTROLLED BY CHRISTOPHER BELL, OUR LARGEST SHAREHOLDER AND WILL CONTINUE TO BE CONTROLLED BY MR. BELL IN THE FUTURE.

Of the shares which are issued and outstanding, Mr. Bell owns a total of 10,100,000 shares, or approximately 83% together. Mr. Bell will continue to control us for the foreseeable future. The control by Mr. Bell means that he may make decisions for us with which you may disagree or that you may feel is not in our best interests.

WE DO NOT HAVE ANY ADDITIONAL SOURCE OF FUNDING OTHER THAN OUR OPERATIONS AND MAY BE UNABLE TO FIND ANY SUCH ADDITIONAL FUNDING IF AND WHEN NEEDED. WE WILL NEED ADDITIONAL FUNDING TO OPERATE OUR BUSINESS.

Other than the funds raised in our recent public offering, we have no other source of capital identified or sought. As a result we do not have alternate source of funds if such funds should be necessary. If we do find an alternative source of capital, the terms and conditions of acquiring this capital may result in dilution and the resultant lessening of value of the shares of present stockholders.

WE CANNOT PREDICT WHEN OR IF WE WILL PRODUCE SUBSTANTIAL SALES. THIS IS IMPORTANT BECAUSE THE ABILITY TO PRODUCE SUBSTANTIAL SALES IS AN IMPORTANT FACTOR IN OUR PROFITABILITY.

Currently, we are conducting business activities from our catering operation in Durango, Colorado. There can be no assurance that we will generate substantial sales which will be sufficient to maintain our business. As a result, you may lose all of your investment. Failure to generate sufficient sale would have a material adverse effect on our business, financial condition and operating results and have a material adverse effect on the value of your shares of our common stock.

 
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OUR BUSINESS OPERATIONS WILL BE HIGHLY DEPENDENT UPON OUR ABILITY TO ATTRACT AND MAINTAIN KEY EMPLOYEES WITH EXPERIENCE IN THE CATERING BUSINESS. WE MUST BE ABLE TO ATTRACT AND RETAIN KEY PERSONNEL TO FULLY STAFF OUR OPERATIONS. WE ARE COMPLETELY DEPENDENT UPON MR. BELL FOR OUR OPERATIONS.

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

THE CATERING AND GOURMET RETAIL FOOD INDUSTRY IS HIGHLY COMPETITIVE. IF WE ARE NOT WELL RECEIVED OR SUCCESSFUL, WE MAY NEVER ACHIEVE PROFITABILITY.

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

BUYING LOW-PRICED PENNY STOCKS IS VERY RISKY AND SPECULATIVE.

Our shares are defined as a penny stock under the Securities and Exchange Act of 1934, and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 jointly with spouse, or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may affect the ability of broker-dealers to make a market in or trade our common stock and may also affect your ability to resell any shares you own or may purchase in the public markets.

 
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OUR COMMON STOCK CURRENTLY HAS A LIMITED TRADING MARKET AND THERE IS NO GUARANTEE A TRADING MARKET WILL EVER DEVELOP.

There is presently a limited public market for our common stock. While we currently trade in the Over-the-Counter Bulletin Board, we cannot guarantee that our shares will actively trade. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock actively quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

THE OVER-THE-COUNTER MARKET FOR STOCK SUCH AS OURS HAS HAD EXTREME PRICE AND VOLUME FLUCTUATIONS.

The securities of companies such as ours have historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as new product developments and trends in the our industry and in the investment markets generally, as well as economic conditions and quarterly variations in our operational results, may have a negative effect on the market price of our common stock.

MOST OF OUR COMMON STOCK IS RESTRICTED BUT COULD BECOME ELIGIBLE FOR RESALE UNDER RULE 144; THIS COULD CAUSE THE MARKET PRICE OUR COMMON STOCK TO DROP SIGNIFICANTLY, EVEN IF OUR BUSINESS IS DOING WELL.

Of our total current outstanding shares, 11,868,333 or approximately 94% are restricted from immediate resale but may be sold into the market subject to volume and manner of sale limitations under Rule 144. This could cause the market price of our common stock to drop significantly, even if our business is doing well. As restrictions on resale end, the market price of our stock could drop significantly if the holders of restricted shares sell them or are perceived by the market as intending to sell them.

WE DO NOT EXPECT TO PAY DIVIDENDS ON COMMON STOCK.

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


ITEM 2. DESCRIPTION OF PROPERTY.

We currently own a van and a delivery truck, as well as office equipment. We have an oral month-to-month lease on our office at 194 Hermosa Circle, Durango, Colorado 81301. We do not pay for this lease.


ITEM 3. LEGAL PROCEEDINGS.

No legal proceedings to which we are a party were pending during the reporting period. We know of no legal proceedings of a material nature pending or threatened or judgments entered against any of our directors or officers in their capacity as such.


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

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


PART II

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

Principal Market or Markets

Our common stock has traded on the NASD Over-the-Counter Bulletin Board since August, 2007. Currently, our common stock trades under the symbol KRTF. The following represent the high and low bid quotation for the Company’s common stock for the fiscal year ended September 30, 2009 and 2008.  These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.
 
 
 
 
Year Ending September 30, 2009 
 
High
   
Low
 
First Quarter
  $ 0.05     $ 0.03  
Second Quarter
    0.05       0.05  
Third Quarter
    0.05       0.05  
Fourth Quarter 
    0.05       0.05  

Year Ending September 30, 2008 
 
High
   
Low
 
First Quarter
  $ .35     $ .25  
Second Quarter
    .35       .25  
Third Quarter
    .20       .05  
Fourth Quarter 
    .10       .05  
 
Approximate Number of Holders of Common Stock

As of December 1, 2009, a total of 12,667,533 shares of our Common Stock were outstanding and the number of holders of record of our common stock at that date was one hundred.

The Securities Enforcement and Penny Stock Reform Act of 1990

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure and documentation related to the market for penny stock and for trades in any stock defined as a penny stock. Unless we can acquire substantial assets and trade at over $5.00 per share on the bid, it is more likely than not that our securities, for some period of time, would be defined under that Act as a "penny stock." As a result, those who trade in our securities may be required to provide additional information related to their fitness to trade our shares. These requirements present a substantial burden on any person or brokerage firm who plans to trade our securities and would thereby make it unlikely that any liquid trading market would ever result in our securities while the provisions of this Act might be applicable to those securities.

Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

 
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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the Commission, which:

-
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
   
-
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a  violation to such duties or other requirements of the Securities Act of 1934, as amended;
   
-
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
   
-
contains a toll-free telephone number for inquiries on disciplinary actions;
   
-
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
   
-
contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation;

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

-
the bid and offer quotations for the penny stock;
   
-
the compensation of the broker-dealer and its salesperson in the transaction;
   
-
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
   
-
monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

Stock Transfer Agent

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


 
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Dividends

Holders of common stock are entitled to receive such dividends as may be declared by our Board of Directors. No dividends on the common stock were paid by us during the periods reported herein nor do we anticipate paying dividends in the foreseeable future.


ITEM 6. SELECTED FINANCIAL DATA

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


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

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

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

Results of Operations

Our accountants have expressed doubt about our ability to continue as a going concern as a result of our history of net loss. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to successfully develop a catering business and our ability to generate revenues.

We began our operations in May, 2005. For the fiscal year ended September 30, 2009, we had sales of $2,851, compared to sales of $181,455 for year ended September 30, 2008.  For the fiscal year ended September 30, 2009, we had management fees of $8,350, compared to management fees of $43,500 for year ended September 30, 2008.

Costs of goods include all direct costs incurred in providing services. Direct costs consist of food, beverages, and catering supplies. Our costs of goods for the fiscal year ended September 30, 2009 was $-0-. Our costs of goods for the fiscal year ended September 30, 2008 was $103,186.

The difference between total sales and costs of goods is gross profit. Our gross profit for the fiscal year ended September 30, 2009 was $11,201, which included management fee revenue. Our gross profit for the fiscal year ended September 30, 2008 was $121,769, which also included management fee revenue.

 
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In 2008, we began a management project of a restaurant in Durango, Colorado. This restaurant is known as the Swing at Dalton Ranch Restaurant. We received a management fee of $ 4,000 per month under an oral management agreement, which was terminated December, 2008.

The major components of operating expenses include salaries and associated payroll costs, professional fees, rent and telephone expenses.

Operating expenses, which includes depreciation and general and administrative expenses for the fiscal year ended September 30, 2009 were $54,386. Operating Expenses for the fiscal year ended September 30, 2008 were $139,069. Our general and administrative expenses were the single largest item of our operating expenses. The major components of these general and administrative expenses were salaries and associated payroll costs and professional fees. Our general and administrative expenses will continue to be our largest expense item.
 
 
We had a net loss of $53,199 ($0.00 per share) for the fiscal year ended September 30, 2009, compared to a net loss of $28,106 ($0.00 per share) for the fiscal year ended September 30, 2008. While we have been able to substantially reduce our losses, we have had several years of losses and our losses may continue into the future.

We believe that overhead cost in current operations should remain fairly constant as sales improve. Each additional sale and correspondingly the gross profit of such sale have minimal offsetting overhead cost.

Liquidity and Capital Resources

As of September 30, 2009, we had cash or cash equivalents of $830, compared to cash or cash equivalents of $463 at September 30, 2008.

Net cash used in operating activities was $54,639 for the fiscal year ended September 30, 2009, compared to $20,660 for the fiscal year ended September 30, 2008. We anticipate that overhead costs in current operations will remain fairly constant as sales improve.

Cash flows provided by investing activities were $2,500 for the fiscal year ended September 30, 2009, compared to cash flows provided by investing activities of $1,750 for the fiscal year ended September 30, 2008. These activities represent the sale of equipment in 2008.

Cash flows provided by financing activities were $52,506 for the fiscal year ended September 30, 2009, compared to cash flows provided by financing activities of $9,843 for the fiscal year ended September 30, 2008. The cash flows in 2009and 2008 were each related to borrowings to finance our operations.

Over the next twelve months we do not plan to have any material capital costs.

Our recent public offering provided sufficient capital in the short term for our current level of operations However, we anticipate needing to raise additional capital resources in the next twelve months.  Until our current operations become cash flow positive, our officers and directors will fund the operations to continue the business. At this time we have no other resources on which to get cash if needed without their assistance and no definitive plans to do raise additional capital.

 
- 13 -

 

Our principal source of liquidity is our operations. Our variation in sales is based upon the level of our catering event activity and will account for the difference between a profit and a loss. Also business activity is closely tied to the economy of Colorado and the U.S. economy. A slow down in entertaining activity will have a negative impact to our business. In any case, we try to operate with minimal overhead. Our primary activity will be to seek to expand the number of catering events and, consequently, our sales. If we succeed in expanding our customer base and generating sufficient sales, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our Company in any manner which will be successful.

Plan of Operation

We will attempt to operate for the coming fiscal year at a profit or at break even.

Currently, we are conducting business in only one location in the Durango, Colorado area. In addition we plan on expanding our operations to include retail food products. We believe we can achieve profitability as we are presently organized with sufficient catering business and product sales.

If we are not successful in our operations we will be faced with several options:

1.
Cease operations and go out of business;
   
2.
Continue to seek alternative and acceptable sources of capital;
   
3.
Bring in additional capital that may result in a change of control; or
   
4.
Identify a candidate for acquisition that seeks access to the public marketplace and its financing sources.

Our recent public offering provided sufficient capital in the short term for our current level of operations.   However, we anticipate needing to raise additional capital resources in the next twelve months.  Until our current operations become cash flow positive, our officers and directors will fund the operations to continue the business. At this time we have no other resources on which to get cash if needed without their assistance and no definitive plans to do raise additional capital.

If we can become profitable, we could operate at our present level indefinitely.

To date, we have never had any discussions with any possible acquisition candidate nor have we any intention of doing so.

Proposed Milestones to Implement Business Operations

At the present time, we are operating from one location in the Durango, Colorado area. Our plan is to operate in a profitable manner. We estimate that we must generate at least $5,000 in revenues per month to be profitable. We generated approximately $1,100 in revenues per month for the fiscal year ended September 30, 2009.We generated approximately $15,000 in revenues per month for the fiscal year ended September 30, 2008.

Our goal is to be profitable or at break even by the end of our next fiscal year, assuming sufficient revenues.


 
- 14 -

 

We anticipate the need to raise additional capital resources in the next twelve months unless we are more successful than we have anticipated, and we determine to expand further go into other cities in this period. In such a case, we expect the source of such funding to be generated internally or and through another offering.

No commitments to provide additional funds have been made by management or current shareholders. There is no assurance that additional funds will be made available to us on terms that will be acceptable, or at all, if and when needed. We expect to continue to generate and increase sales, but there can be no assurance we will generate sales sufficient to continue operations or to expand.

We also are planning to rely on the possibility of referrals from customers and will strive to satisfy our customers. We believe that referrals will be an effective form of advertising because of the quality of service that we bring to customers. We believe that satisfied customers will bring more and repeat customers.

In the next 12 months, we do not intend to spend any substantial funds on research and development and do not intend to purchase any large equipment.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Seasonality

We have found that our sales are impacted by seasonal demands for our services, with greater sales coming at the end of the calendar year and around major holidays.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Such estimates and assumptions affect the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate estimates and assumptions based upon historical experience and various other factors and circumstances. We believe our estimates and assumptions are reasonable in the circumstances; however, actual results may differ from these estimates under different future conditions.

We believe that the estimates and assumptions that are most important to the portrayal of our financial condition and results of operations, in that they require subjective or complex judgments, form the basis for the accounting policies deemed to be most critical to us. These relate to bad debts, impairment of intangible assets and long lived assets, contractual adjustments to revenue, and contingencies and litigation. We believe estimates and assumptions related to these critical accounting policies are appropriate under the circumstances; however, should future events or occurrences result in unanticipated consequences, there could be a material impact on our future financial conditions or results of operations.


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

 
- 15 -

 

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


 
 



KURRANT FOOD ENTERPRISES, INC.

CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2008
& September 30, 2009

 
 





 
- 16 -

 




Kurrant Food Enterprises, Inc.
Consolidated Financial Statements



TABLE OF CONTENTS


 
Page
   
REPORT OF INDEPENDENT REGISTERED
 
    PUBLIC ACCOUNTING FIRM
18
   
   
CONSOLIDATED FINANCIAL STATEMENTS
 
   
Consolidated balance sheets
19
Consolidated statements of operation
20
Consolidated statements of stockholders' equity
21
Consolidated statements of cash flows
22
Notes to consolidated financial statements
24


 
- 17 -

 

RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado  80014
Telephone (303)306-1967
Fax (303)306-1944



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Kurrant Food Enterprises, Inc.
Denver, Colorado

I have audited the accompanying consolidated balance sheets of Kurrant Food Enterprises, Inc. as of September 30, 2008 and 2009, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.

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

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Kurrant Food Enterprises, Inc. as of September 30, 2008 and 2009, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended 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 6 to the financial statements the Company has incurred losses and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado
/s/ Ronald R. Chadwick, P.C.
January 5, 2010                                
  RONALD R. CHADWICK, P.C.


 
- 18 -

 


KURRANT FOOD ENTERPRISES, INC.
 
CONSOLIDATED BALANCE SHEETS
 
             
             
   
Sept. 30, 2008
   
Sept. 30, 2009
 
ASSETS
           
             
Current assets
           
      Cash
  $ 463     $ 830  
      Accrued receivables
    1,125          
             Total current assets
    1,588       830  
                 
      Fixed assets
    46,179       43,622  
          Accumulated depreciation
    (22,781 )     (30,396 )
      Due from related party
    210       -  
      Other assets
               
 
    23,608       13,226  
                 
Total Assets
  $ 25,196     $ 14,056  
                 
LIABILITIES &
               
   STOCKHOLDERS' EQUITY
               
                 
Current liabilities
               
      Accrued payables
  $ 18,583     $ 1,670  
      Related party payables
    2,820       -  
      Notes payable - current - related party
    39,336       104,022  
      Notes payable - current
    2,903       3,172  
          Total current liabilities
    63,642       108,864  
                 
     Notes payable
    11,055       7,892  
      11,055       7,892  
                 
Total Liabilities
    74,697       116,756  
                 
Stockholders' Equity
               
      Preferred stock, $.10 par value;
               
          1,000,000 shares authorized;
               
          no shares issued and outstanding
               
      Common stock, $.001 par value;
               
          50,000,000 shares authorized;
               
          12,667,533 shares issued and outstanding
    12,667       12,667  
      Additional paid in capital
    249,771       249,771  
      Accumulated deficit
    (311,939 )     (365,138 )
                 
Total Stockholders' Equity
    (49,501 )     (102,700 )
                 
Total Liabilities and Stockholders' Equity
  $ 25,196     $ 14,056  
 

The accompanying notes are an integral part of the consolidated financial statements.
 
 
- 19 -

 



KURRANT FOOD ENTERPRISES, INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
         
             
             
   
Year Ended
   
Year Ended
 
   
Sept. 30, 2008
   
Sept. 30, 2009
 
             
             
Sales
  $ 181,455     $ 2,851  
Cost of goods sold
    103,186       -  
      78,269       2,851  
Management fee revenue - related party
    43,500       8,350  
Gross profit
    121,769       11,201  
                 
Operating expenses:
               
     Depreciation
    9,946       8,429  
     General and administrative
    129,123       45,957  
      139,069       54,386  
Operating - other:
               
     Gain (loss) on asset disposals
    (1,900 )     757  
                 
Gain (loss) from operations
    (19,200 )     (42,428 )
                 
Other income (expense):
               
     Interest income
    19       -  
     Interest expense
    (8,925 )     (10,771 )
      (8,906 )     (10,771 )
                 
Income (loss) before
               
     provision for income taxes
    (28,106 )     (53,199 )
                 
Provision for income tax
    -       -  
                 
Net income (loss)
  $ (28,106 )   $ (53,199 )
                 
Net income (loss) per share
               
(Basic and fully diluted)
  $ (0.00 )   $ (0.00 )
                 
Weighted average number of
               
common shares outstanding
    12,667,533       12,667,533  

 
The accompanying notes are an integral part of the consolidated financial statements.
 
 
- 20 -

 
 


KURRANT FOOD ENTERPRISES, INC.
 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 
                               
                               
   
Common Stock
               
Stock-
 
         
Par $.001
   
Paid In
   
Accumulated
   
holders'
 
   
Shares
   
Amount
   
Capital
   
Deficit
   
Equity
 
                               
Balances at September 30, 2007
    12,667,533     $ 12,667     $ 249,771     $ (283,833 )   $ (21,395 )
                                         
Net income (loss) for the year
                            (28,106 )     (28,106 )
                                         
Balances at September 30, 2008
    12,667,533     $ 12,667     $ 249,771     $ (311,939 )   $ (49,501 )
                                         
Net income (loss) for the year
                            (53,199 )     (53,199 )
                                         
Balances at September 30, 2009
    12,667,533     $ 12,667     $ 249,771     $ (365,138 )   $ (102,700 )


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


 
- 21 -

 


KURRANT FOOD ENTERPRISES, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
             
             
   
Year Ended
   
Year Ended
 
   
Sept. 30, 2008
   
Sept. 30, 2009
 
             
Cash Flows From Operating Activities:
           
     Net income (loss)
  $ (28,106 )   $ (53,199 )
                 
     Adjustments to reconcile net loss to
               
     net cash provided by (used for)
               
     operating activities:
               
          Depreciation
    9,946       8,429  
          Accrued receivables
    37,304       1,335  
          Other assets
    2,100       -  
          Prepaid expenses
    10,873       -  
          Accrued payables
    (63,136 )     (10,447 )
          Inventory
    6,323       -  
          Write offs
    2,136       -  
          (Gian) loss on disposal
    1,900       (757 )
               Net cash provided by (used for)
               
               operating activities
    (20,660 )     (54,639 )
                 
                 
Cash Flows From Investing Activities:
               
         Fixed assets - disposals
    1,750       2,500  
               Net cash provided by (used for)
               
               investing activities
    1,750       2,500  
                 
                 
                 
(Continued On Following Page)
 


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


 
- 22 -

 


KURRANT FOOD ENTERPRISES, INC.
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
         
             
(Continued From Previous Page)
 
             
             
             
   
Year Ended
   
Year Ended
 
   
Sept. 30, 2008
   
Sept. 30, 2009
 
             
Cash Flows From Financing Activities:
           
         Notes payable - borrowings
    17,500       78,515  
         Notes payable - payments
    (7,657 )     (26,009 )
               Net cash provided by (used for)
               
               financing activities
    9,843       52,506  
                 
Net Increase (Decrease) In Cash
    (9,067 )     367  
                 
Cash At The Beginning Of The Period
    9,530       463  
                 
Cash At The End Of The Period
  $ 463     $ 830  
                 
                 
Schedule Of Non-Cash Investing And Financing Activities                
                 
None
               
                 
Supplemental Disclosure                
                 
Cash paid for interest
  $ 6,037     $ 815  
Cash paid for income taxes
  $ -     $ -  


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


 
- 23 -

 

KURRANT FOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Kurrant Food Enterprises, Inc. (the “Company”), was incorporated in the State of Colorado on May 3, 2005. The Company was formed to act as a holding corporation for its wholly owned subsidiary Kurrant Cuisine Enterprises, Inc., a Colorado corporation actively engaged in the food catering business. The Company may also engage in any other business permitted by law, as designated by the Board of Directors of the Company. Kurrant Cuisine Enterprises, Inc. was incorporated in the State of Colorado on May 5, 2005.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Kurrant Food Enterprises, Inc. and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and cash equivalents

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

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At September 30, 2008 and 2009 the Company had no balance in its allowance for doubtful accounts.

Property and equipment

Property and equipment are recorded at cost and depreciated under accelerated methods over each item's estimated useful life, which is five years for vehicles, computers and other items.

Revenue recognition

Revenue is recognized on an accrual basis after services have been performed under contract terms, the event price to the client is fixed or determinable, and collectibility is reasonably assured. Standard contract policy calls for partial payment up front with balance due upon receipt of final billing.

Use of Estimates

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

 
- 24 -

 


KURRANT FOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

Income tax

The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109 (“SFAS 109”). Under SFAS 109 deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share.

Financial Instruments

The carrying value of the Company’s financial instruments, including cash and cash equivalents and accrued payables, as reported in the accompanying balance sheet, approximates fair value.


NOTE 2. FIXED ASSETS

Fixed asset values recorded at cost are as follows:

   
Sept. 30,
   
Sept. 30,
 
   
2008
   
2009
 
             
Vehicles
  $ 36,244     $ 39,224  
Furniture & fixtures
    1,486       1,486  
Computers                                                                
    5,052       2,495  
Other
    417       417  
      46,179       43,622  
Less accumulated depreciation
    (22,781 )     (30,396 )
Total
  $ 23,398     $ 13,266  


 
- 25 -

 

KURRANT FOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3. LEASE COMMITMENTS AND CONTINGENCIES

The Company through December 2007 rented kitchen space under a month to month lease, with rent expense under the lease in 2008 of $6,671.

The Company for part of 2008 leased a vehicle on a verbal month to month basis from a related party at $250 per month. Lease expense under this arrangement in 2008 was $2,150.


NOTE 4. NOTES PAYABLE

At September 30, 2008 the Company had a $13,958 note payable outstanding to a finance company, collateralized by Company equipment, guaranteed by a Company officer, bearing interest at 8.9% per annum, due in November 2012, with principal and interest payments of $335 per month. The Company also had a $21,836 note payable outstanding to an officer, unsecured, bearing interest at 6.5% per annum, due in July 2009, with interest only payments of $145 per month scheduled through January 2008, then principal and interest payments of $1,569 scheduled through July 2009 plus any remainder due. Interest expense from notes payable was $4,366 in 2008. At September 30, 2009 the Company had a $11,064 note payable outstanding to a finance company, collateralized by Company equipment, guaranteed by a Company officer, bearing interest at 8.9% per annum, due in November 2012, with principal and interest payments of $335 per month. The Company also had $94,736 in notes payable outstanding to an officer and another related party, unsecured, bearing interest at 10% per annum, due on demand, with interest only payments due by December 31 beginning in 2008. Interest expense from notes payable was $4,366 and $10,771 in 2008 and 2009, with accrued interest payable of $3,292 and $9,286 at September 30, 2008 and 2009. The fair value of the notes payable is estimated based on the current rates offered to the Company for debt of the same remaining maturities. At September 30, 2008 and 2009 the fair value of the notes payable approximates the amount recorded in the financial statements. Future amounts due under all notes payable are for fiscal years ending on September 30:  2010 $97,908, 2011 $3,466, 2012 $3,788, 2013 $638 (total $105,800).




 
- 26 -

 


KURRANT FOOD ENTERPRISES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income taxes at Federal and state statutory rates are reconciled to the Company’s actual income taxes as follows:

 
 
 
September 30,
   
September 30,
 
   
2008
   
2009
 
             
Tax at federal statutory rate (15%)
  $ (4,297 )   $ (7,980 )
State income tax (5%)
    (1,432 )     (2,660 )
Book to tax differences
    62       -  
Change in valuation allowance
    5,667       10,640  
                 
    $ -     $ -  


NOTE 6.  GOING CONCERN

The Company has suffered recurring losses from operations and has a working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company may raise additional capital through the sale of its equity securities, through an offering of debt securities, or through borrowings from financial institutions. By doing so, the Company hopes through increased marketing efforts to generate greater revenues. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern.



 
- 27 -

 


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

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


ITEM 9A(T). CONTROLS AND PROCEDURES.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

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

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

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

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

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

Inherent Limitations Over Internal Controls

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

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

Changes in Internal Control Over Financial Reporting.

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

 
- 28 -

 


ITEM 9B. OTHER INFORMATION.

Nothing to report.


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Our Director and Executive Officer, his age and positions held with us as of December 1, 2008 are as follows:

NAME
AGE
POSITION HELD
     
Christopher Bell
194 Hermosa Circle       
Durango, Colorado  80205
33
President, Chief Executive Officer, Secretary Treasurer, and Chief Financial Officer

The person named above is expected to hold said offices/positions until the next annual meeting of our stockholders. He cannot be considered to be an independent director.

Background Information about Our Officers and Directors

Christopher Bell has been the President, Chief Executive Officer, Treasurer, Chief Financial Officer and a Director of our company since inception in May, 2005. He became our Secretary in 2008. In college, he worked for two years at Strater Hotel in Durango, Colorado, from 1997 to 1999. From 1999 to 2001, he was a Sous Chef at E.O.'s Chop House in Durango, CO. (a 4 star rated restaurant). From 2002 to 2005, he worked for Footers Catering, a catering company in Denver, Colorado as the Executive Chef until co-founding our company. Mr. Bell received a B.A. in Business Administration and Tourism and Resort Management at Fort Lewis College in Durango, CO. He will devote a minimum of forty hours per week to our operations.


Item 11. EXECUTIVE COMPENSATION

Mr. Bell is compensated for the work he performs on our behalf. Mr. Bell receives a fixed salary of $4,000 per month as total compensation.

In addition, our officer and director is reimbursed for any out-of-pocket expenses he incurs on our behalf. In the future, we may approve payment of salaries for our management, but currently, no such plans have been approved. For our full-time office employees, we pay for vacation and holidays but do not provide major medical coverage. In addition, none of our officers, directors or employees is a party to any employment agreements.



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

The following sets forth the number of shares of our $.0.001 par value common stock beneficially owned by (i) each person who, as of December 1, 2009, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officers and Directors as a group. A total of 12,667,533 common shares were issued and outstanding as of December 1, 2009.

Name and Address
No. of
 
     Beneficial
Shares
Percentage   
    Owner (1)
Owned
of Ownership
 
   
Christopher Bell (2)
10,100,000
79.7%
194 Hermosa Circle
   
Durango, Colorado  80205
   
     
_____________
 
   
All Officers and
10,100,000
 79.7%
Directors as a Group
   
(one person)
   
     

 _____________

(1)  All shares of owned of record.
_____________


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Bell had an option to purchase 5,000,000 shares of Mr. Thompson's common stock for a period beginning May 4, 2005 and ending May 4, 2009.  This option has been exercised.

At September 30, 2008 we had a $13,958 note payable outstanding to a finance company, collateralized by Company equipment, guaranteed by our President, bearing interest at 8.9% per annum, due in November 2012, with principal and interest payments of $335 per month. We also had a $21,836 note payable outstanding to our President unsecured, bearing interest at 6.5% per annum, due in July 2009, with interest only payments of $145 per month scheduled through January 2008, then principal and interest payments of $1,569 scheduled through July 2009 plus any remainder due. Interest expense from notes payable was $4,366 in 2008. At September 30, 2009 we had a $11,064 note payable outstanding to a finance company, collateralized by Company equipment, guaranteed by our President, bearing interest at 8.9% per annum, due in November 2012, with principal and interest payments of $335 per month. We also had $94,736 in notes payable outstanding to our President and Mr. Rick Huttner, unsecured, bearing interest at 10% per annum, due on demand, with interest only payments due by December 31 beginning in 2008. Interest expense from notes payable was $4,366 and $10,771 in 2008 and 2009, with accrued interest payable of $3,292 and $9,286 at September 30, 2008 and 2009. The fair value of the notes payable is estimated based on the current rates offered to us for debt of the same remaining maturities. At September 30, 2008 and 2009 the fair value of the notes payable approximates the amount recorded in the financial statements. Future amounts due under all notes payable are for fiscal years ending on September 30:  2010 $97,908, 2011 $3,466, 2012 $3,788, 2013 $638 (total $105,800).

 
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ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent auditor, Ronald R. Chadwick, P.C., Certified Public Accountants, billed an of $11,500  for the fiscal year ended September 30, 2009  and  $12,200 for the fiscal year ended September 30, 2008 for professional services rendered for the audit of our annual financial statements and review of the financial statements included in its quarterly reports.

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


ITEM 15. EXHIBITS FINANCIAL STATEMENT SCHEDULES

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

(a)
(1)
FINANCIAL STATEMENTS
     
 
(2)
SCHEDULES
     
 
(3)
EXHIBITS. The following exhibits required by Item 601 to be filed herewith are incorporated by reference to previously filed documents:

Exhibit
   
Number
 
 Description
     
3.1
 
Articles of Incorporation*
3.2
 
 Bylaws*
10.0
 
 Consulting Services Agreement*
21.1
 
 List of Subsidiaries**
31.1
 
  Certification of CEO/CFO pursuant to Sec. 302
32.1
 
  Certification of CEO/CFO pursuant to Sec. 906

_______________

* Previously filed, Form SB-2, December 9, 2005
** Previously filed, Form 10-KSB, January 9, 2009

(b)  Reports on Form 8-K.

The Company filed no reports on Form 8-K during the fourth quarter of the fiscal year ended September 30, 2009.



 
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SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
 
 KURRANT FOOD ENTERPRISES, INC.
 
Date: January 10, 2010
By:
/s/ Christopher Bell
 
Christopher Bell, President and Chief Executive Officer
   

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 
     
Date: January 10, 2010
By:
/s/ Christopher Bell
 
Christopher Bell
 
Director, Treasurer and Chief Financial Officer





 
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