Umatrin Holding Ltd - Quarter Report: 2008 October (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
|
o
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarterly period ended October 31, 2008
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the transition period from
______to______.
GOLDEN OPPORTUNITIES
CORPORATION.
(Exact
name of registrant as specified in Charter
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DELAWARE
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333-153261
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|||
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File No.)
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(IRS
Employee Identification
No.)
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520
S. Snowmass Circle, Superior, Colorado, 80027
(Address
of Principal Executive Offices)
(303)
494-5889
(Issuer
Telephone number)
51147,
Inc.
(Former
Name or Former Address if Changed Since Last Report)
Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the issuer was required to file such reports), and (2)has been
subject to such filing requirements for the past 90 days. Yes No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
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Large
Accelerated Filer o
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Accelerated
Filer o
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Non-Accelerated
Filer o
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Smaller
Reporting Company o
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Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.
Yes o No o
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of December 8, 2008: 23,445,000 shares of stock.
GOLDEN
OPPORTUNITIES CORPORATION
FORM
10-Q
October
31, 2008
INDEX
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PART I— FINANCIAL
INFORMATION
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||
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Item
1.
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Financial
Statements
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3 |
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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4 |
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Item
3
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Quantitative
and Qualitative Disclosures About Market Risk
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5 |
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Item
4T.
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Control
and Procedures
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5 |
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PART II— OTHER
INFORMATION
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||
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Item
1
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Legal
Proceedings
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6 |
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Item
1A
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Risk
Factors
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6 |
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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6 |
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Item
3.
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Defaults
Upon Senior Securities
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6 |
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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6 |
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Item
5.
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Other
Information
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6 |
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Item
6.
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Exhibits
and Reports on Form 8-K
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6
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SIGNATURE
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7
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2
Item
1. Financial Statements
GOLDEN
OPPORTUNITIES CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
AS OF
OCTOBER 31, 2008
GOLDEN
OPPORTUNITIES CORPORATION
(a
development stage company)
Financial
Statements Table of Contents
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FINANCIAL
STATEMENTS
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Page
#
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|||
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Balance
Sheet
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F–1
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|||
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Statement
of Operations and Retained Deficit
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F–2
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|||
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Statement
of Stockholders Equity
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F–4
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|||
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Cash
Flow Statement
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F–5
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|||
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Notes
to the Financial Statements
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F–6
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|||
3
GOLDEN
OPPORTUNITIES CORPORATION
(a
development stage company)
BALANCE
SHEET
As
of October 31, 2008 and January 31, 2008
|
|
||||||||
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10/31/2008
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1/31/2008
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||||||
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ASSETS
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||||||||
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CURRENT ASSETS
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||||||||
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Cash
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$ | - | $ | 43,163 | ||||
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Total
Current Assets
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- | 43,163 | ||||||
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TOTAL
ASSETS
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$ | - | $ | 43,163 | ||||
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LIABILITIES AND STOCKHOLDER'S
EQUITY
|
||||||||
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CURRENT LIABILITIES
|
||||||||
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Bank
Overdraft
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$ | 3 | $ | - | ||||
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Accrued
Expenses
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21,292 | 6,625 | ||||||
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Loan
- Related Party
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28,802 | - | ||||||
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Total
Current Liabilities
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50,097 | 6,625 | ||||||
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TOTAL
LIABILITIES
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50,097 | 6,625 | ||||||
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STOCKHOLDER'S EQUITY
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||||||||
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Common
Stock - Par value $0.001;
|
||||||||
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Authorized:
100,000,000
|
||||||||
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Issued
and Outstanding: 23,445,000 and 23,445,000
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23,445 | 23,445 | ||||||
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Additional
Paid-In Capital
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237,742 | 237,505 | ||||||
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Accumulated
Deficit
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(311,284 | ) | (224,412 | ) | ||||
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Total
Stockholder's Equity
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(50,097 | ) | 36,538 | |||||
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TOTAL
LIABILITIES AND EQUITY
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$ | - | $ | 43,163 | ||||
The
accompanying notes are an integral part of these financial
statements.
F–1
GOLDEN
OPPORTUNITIES CORPORATION
(a
development stage company)
STATEMENT
OF OPERATIONS
For
the nine months ending October 31, 2008 and 2007, and
from
inception (February 2, 2005) through October 31, 2008
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9 MONTHS
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9 MONTHS
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|||||||||||
|
ENDING
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ENDING
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FROM
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||||||||||
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10/31/2008
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10/31/2007
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INCEPTION
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||||||||||
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REVENUE
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$ | - | $ | - | $ | - | ||||||
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COST OF SERVICES
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- | - | - | |||||||||
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GROSS PROFIT OR (LOSS)
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- | - | - | |||||||||
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GENERAL AND ADMINISTRATIVE
EXPENSES
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86,635
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1,500 | 311,047 | |||||||||
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OPERATING NET INCOME (LOSS)
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(86,635 | ) | (1,500 | ) | (311,047 | ) | ||||||
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INTEREST EXPENSE
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237 | - | 237 | |||||||||
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NET INCOME (LOSS)
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(86,872 | ) | (1,500 | ) | (311,284 | ) | ||||||
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ACCUMULATED DEFICIT, BEGINNING
BALANCE
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(224,412 | ) | (2,225 | ) | - | |||||||
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ACCUMULATED DEFICIT, ENDING
BALANCE
|
$ | (311,284 | ) | $ | (3,725 | ) | $ | (311,284 | ) | |||
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Earnings (loss) per share
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$ | (0.004 | ) | $ | (0.015 | ) | ||||||
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Weighted average number of common
shares
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23,445,000 | 100,000 | ||||||||||
The
accompanying notes are an integral part of these financial
statements.
F–2
GOLDEN
OPPORTUNITIES CORPORATION
(a
development stage company)
STATEMENT
OF OPERATIONS
For
the three months ending October 31, 2008 and 2007
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3 MONTHS
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3 MONTHS
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|||||||
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ENDING
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ENDING
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|||||||
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10/31/2008
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10/31/2007
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|||||||
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REVENUE
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$ | - | $ | - | ||||
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COST OF SERVICES
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- | - | ||||||
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GROSS PROFIT OR (LOSS)
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- | - | ||||||
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GENERAL AND ADMINISTRATIVE
EXPENSES
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48,362 | 500 | ||||||
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OPERATING NET INCOME (LOSS)
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(48,362 | ) | (500 | ) | ||||
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INTEREST EXPENSE
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190 | - | ||||||
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NET INCOME (LOSS)
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(48,552 | ) | (500 | ) | ||||
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ACCUMULATED DEFICIT, BEGINNING
BALANCE
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(262,732 | ) | (3,225 | ) | ||||
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ACCUMULATED DEFICIT, ENDING
BALANCE
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$ | (311,284 | ) | $ | (3,725 | ) | ||
The
accompanying notes are an integral part of these financial
statements.
F–3
GOLDEN
OPPORTUNITIES CORPORATION
(a
development stage company)
STATEMENT
OF STOCKHOLDERS' EQUITY
From
inception (February 2, 2005) through October 31, 2008
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COMMON
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PAID
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ACCUM.
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TOTAL
|
|||||||||||||||||
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SHARES
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STOCK
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IN CAPITAL
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DEFICIT
|
EQUITY
|
||||||||||||||||
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Stock
Issued on acceptance of incorporation expenses
February 2, 2005
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100,000 | $ | 100 | $ | - | $ | - | $ | 100 | |||||||||||
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Net
Loss
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(2,225 | ) | (2,225 | ) | ||||||||||||||||
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Total,
January 31, 2006
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100,000 | $ | 100 | $ | - | $ | (2,225 | ) | $ | (2,125 | ) | |||||||||
|
Stock
Issued on acceptance of expenses paid
July 30, 2006
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275,000 | 275 | 2,475 | - | 2,750 | |||||||||||||||
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Stock
Issued on acceptance of expenses paid
August 15, 2006
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1,250,000 | 1,250 | 11,250 | - | 12,500 | |||||||||||||||
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Net
Loss
|
(17,250 | ) | (17,250 | ) | ||||||||||||||||
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Total,
January 31, 2007
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1,625,000 | $ | 1,625 | $ | 13,725 | $ | (19,475 | ) | $ | (4,125 | ) | |||||||||
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Capital
Contributed
|
100 | - | 100 | |||||||||||||||||
|
Stock
issued as compensation on
November
1, 2007 at $0.001 per share
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20,000,000 | 20,000 | 180,000 | 200,000 | ||||||||||||||||
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Stock
issued for cash on November 13, 2007 at
$0.025 per share on private placement
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1,000,000 | 1,000 | 24,000 | - | 25,000 | |||||||||||||||
|
Stock
issued for cash on November 23, 2007 at
$0.025 per share on private placement
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600,000 | 600 | 14,400 | - | 15,000 | |||||||||||||||
|
Stock
issued for cash on November 29, 2007 at
$0.025 per share on private placement
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180,000 | 180 | 4,320 | - | 4,500 | |||||||||||||||
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Stock
issued for cash on January 22, 2008 at
$0.025 per share on private placement
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40,000 | 40 | 960 | - | 1,000 | |||||||||||||||
|
Net
Loss
|
(204,937 | ) | (204,937 | ) | ||||||||||||||||
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Total,
January 31, 2008
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23,445,000 | $ | 23,445 | $ | 237,505 | $ | (224,412 | ) | $ | 36,538 | ||||||||||
|
Capital
Contribution of imputed interest on related
party loan
|
- | - | 237 | - | 237 | |||||||||||||||
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Net
Loss
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(86,872 | ) | (86,872 | ) | ||||||||||||||||
|
Total,
October 31, 2008
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23,445,000 | $ | 23,445 | $ | 237,742 | $ | (311,284 | ) | $ | (50,097 | ) | |||||||||
The
accompanying notes are an integral part of these financial
statements.
F–4
GOLDEN
OPPORTUNITIES CORPORATION
(a
development stage company)
STATEMENTS
OF CASH FLOWS
For
the nine months ending October 31, 2008 and 2007, and
from
inception (February 2, 2005) through October 31, 2008
|
9 MONTHS
|
9 MONTHS
|
|||||||||||
|
ENDING
|
ENDING
|
FROM
|
||||||||||
|
|
10/31/2008
|
10/31/2007
|
INCEPTION
|
|||||||||
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CASH FLOWS FROM OPERATING
ACTIVITIES
|
||||||||||||
|
Net
income (loss)
|
$ | (86,872 | ) | $ | (1,500 | ) | $ | (311,284 | ) | |||
|
Stock
issued as compensation
|
- | - | 215,350 | |||||||||
|
Increase
(Decrease) in Accrued Expenses
|
14,667 | 1,500 | 21,292 | |||||||||
|
Total
adjustments to net income
|
14,667 | 1,500 | 236,642 | |||||||||
|
Net
cash provided by (used in) operating activities
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(72,205 | ) | - | (74,642 | ) | |||||||
|
CASH FLOWS FROM INVESTING
ACTIVITIES
|
||||||||||||
|
None
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- | - | - | |||||||||
|
Net
cash flows provided by (used in) investing activities
|
- | - | - | |||||||||
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
|
Loan
proceeds
|
28,802 | - | 28,802 | |||||||||
|
Proceeds
from capital contributions
|
237 | 337 | ||||||||||
|
Proceeds
from stock issuance
|
- | 45,500 | ||||||||||
|
Net
cash flows provided by (used in) financing activities
|
29,039 | - | 74,639 | |||||||||
|
CASH RECONCILIATION
|
||||||||||||
|
Net
increase (decrease) in cash
|
(43,166 | ) | - | (3 | ) | |||||||
|
Cash
- beginning balance
|
43,163 | - | - | |||||||||
|
CASH BALANCE - END OF
PERIOD
|
$ | (3 | ) | $ | - | $ | (3 | ) | ||||
The
accompanying notes are an integral part of these financial
statements.
F–5
Golden
Opportunities Corporation
(a
development stage company)
NOTES TO
FINANCIAL STATEMENTS
1. Summary of significant
accounting policies:
Industry:
Golden
Opportunities Corporation (the “Company”), formally known as 51147, Inc. was
incorporated in the state of Delaware as of February 2, 2005. The Company was
originally incorporated in order to locate and negotiate with a business entity
for the combination of that target company with The Company. The Company
currently will leverage the talents of its sole executive and will implement its
Plan as a business partner with an active company in the Services,
Manufacturing, Financial or Public Relations market, i.e. assisting clients in
their IPO and other types of fund raising activities (the “Affiliated
Partner(s)”).
In doing
so, the Company will not need to merge into nor will it be required to acquire
clients or services in order to engage in active business. The Company will
establish its initial offices in Hong Kong and/or Shenzhen, China—expand into
emerging markets in Asia.
The
comprehensive scope of the Company’s professional services (the “Plan of
Operations”) will include:
|
–
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Professional
strategic analysis and recommendation;
|
|
|
–
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Professional
legal or human resources provision;
|
|
|
–
|
Professional
Strategic corporate consulting;
|
|
|
–
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Formulation
of overall corporate growth or IPO strategy;
|
|
|
–
|
Execution
of investor relations campaigns;
|
|
|
–
|
Formulation
of media promotion strategy;
|
|
|
–
|
Road
show organization;
|
|
|
–
|
Formulation
of contingency liquidation solutions;
|
|
|
–
|
Preparation
of corporate promotional
materials.
|
Michael
Zahorik is the sole officer and director, and has an operational background in
the legal, securities, financial and corporate industries. Mr. Zahorik has been
actively consulting in Asia since 1989 and is managing director of Zahorik
Professional Group. Mr. Zahorik has extensive knowledge, contacts and a
professional network in the corporate and financial services industry within
Hong Kong, Mainland China and other emerging markets, including, Macau,
Malaysia, Philippines, Singapore, Thailand and Vietnam (collectively, but not
exclusively, the “Emerging Markets”).
The
financial statements have been prepared in conformity with generally accepted
accounting principles in the United States, which contemplates continuation as a
going concern.
We have
not generated any operating revenue, expect to generate operating losses during
some or all of our planned development stage, and have a negative cash flow from
operations, which raises substantial doubt about our ability to continue as a
going concern. In view of these matters, our ability to continue as a going
concern is dependent upon our ability to meet our financial requirements, raise
additional capital, and the success of our future operations.
F–6
The
Company has adopted its fiscal year end to be January 31.
Results of Operations and
Ongoing Entity:
The
Company is considered to be an ongoing entity for accounting purposes; however,
there is substantial doubt as to the Company’s ability to continue as a going
concern. The Company's shareholders fund any shortfalls in The Company's cash
flow on a day to day basis during the time period that The Company is in the
development stage.
Liquidity and Capital
Resources:
In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth once a business is
located.
Cash and Cash
Equivalents:
The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
Basis of
Accounting:
The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
Income
Taxes:
The
Company utilizes the asset and liability method to measure and
record deferred income tax assets and liabilities.
Deferred tax assets and liabilities reflect the future income tax effects of
temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and are measured
using enacted tax rates that apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. 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. At this time, The Company has set up an allowance for
deferred taxes as there is no company history to indicate the usage of deferred
tax assets and liabilities.
Fair Value of Financial
Instruments:
The
Company's financial instruments may include cash and cash
equivalents, short-term investments, accounts receivable, accounts
payable and liabilities to banks and shareholders. The carrying
amount of long-term debt to banks approximates fair value based on
interest rates that are currently available to The Company for
issuance of debt with similar terms and remaining maturities. The
carrying amounts of other financial instruments approximate their
fair value because of short-term maturities.
F–7
Concentrations of Credit
Risk:
Financial
instruments which potentially expose The Company to concentrations of
credit risk consist principally of operating demand deposit accounts.
The Company's policy is to place its operating demand deposit
accounts with high credit quality financial institutions. At this
time The Company has no deposits that are at risk.
2. Related Party Transactions
and Going Concern:
The
Company's financial statements have been presented on the basis that it is a
going concern in the development stage, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. At
this time The Company has not identified the business that it wishes to engage
in.
The
Company's shareholders fund The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
On June
30, 2006, the Company issued 275,000 shares at $0.01 per share to its President
in acceptance of travel and administrative expenses paid on behalf of the
Company. (note 8)
On August
15, 2006, the Company issued 1,250,000 shares at $0.01 per share to its
President in acceptance of travel and administrative expenses paid on behalf of
the Company. (note 8)
On
November 1, 2007, the Company issued 3,000,000 shares of common stock as
compensation to an officer of the Company for a value of $30,000 or $0.01 per
share. (note 8)
On
November 1, 2007, the Company issued 700,000 shares at $0.01 per share to
related party in acceptance of third party contract services. (note
8)
During
2008, a related party has also loaned the Company money in the form of loans
payable totaling in $28,802. The loan was created as a demand note
with no interest stated. The Company imputes a nominal percentage of
interest which is accounted for as a contribution to
paid-in-capital.
3. Accounts Receivable and
Customer Deposits:
Accounts
receivable and Customer deposits do not exist at this time and therefore have no
allowances accounted for or disclosures made.
4. Use of
Estimates:
Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
F–8
5. Revenue and Cost
Recognition:
The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
6. Accrued
Expenses:
Accrued
expenses consist of accrued legal, accounting and office costs during this stage
of the business.
7. Operating Lease
Agreements:
The
Company has no agreements at this time.
8. Stockholder's
Equity:
Preferred
stock includes 50,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
On
February 2, 2005, common stock includes 100,000,000 shares authorized at a par
value of $0.001, of which 100,000 have been issued for the amount of $100 in
acceptance of the incorporation expenses for the Company.
On July
30, 2006, the Company issued 275,000 shares of common stock at $0.01 for a value
of $2,750. The shares were issued to a related party in acceptance of
expenses paid on behalf of the Company. (note 2)
On August
15, 2006, the Company issued 1,250,000 shares of common stock at $0.01 for a
value of $12,500. The shares were issued to a related party in
acceptance of expenses paid on behalf of the Company. (note 2)
On
November 1, 2007, the Company issued 3,700,000 shares of common stock at $0.01
for a value of $37,000. The shares were issued to related parties for
compensation or third party contract services. (note 2)
On
November 1, 2007, the Company issued 16,300,000 shares of common stock at $0.01
for a value of $163,000. The shares were issued for compensation and third party
contract services.
On
November 13, 2007, the Company undertook a Section 4(2) registration under the
Securities Act of 1933 to raise $25,000 in the issuance of 1,000,000 shares of
common stock at $0.025 per share. The Company’s management considers
this offering to be exempt under the Securities Act of 1933.
F–9
On
November 23, 2007, the Company undertook a Section 4(2) registration under the
Securities Act of 1933 to raise $14,500 in the issuance of 600,000 shares of
common stock at $0.025 per share. The Company’s management considers
this offering to be exempt under the Securities Act of 1933.
On
November 29, 2007, the Company undertook a Section 4(2) registration under the
Securities Act of 1933 to raise $4,500 in the issuance of 180,000 shares of
common stock at $0.025 per share. The Company’s management considers
this offering to be exempt under the Securities Act of 1933.
On
January 22, 2007, the Company undertook a Section 4(2) registration under the
Securities Act of 1933 to raise $1,000 in the issuance of 40,000 shares of
common stock at $0.025 per share. The Company’s management considers
this offering to be exempt under the Securities Act of 1933.
9. Required Cash Flow
Disclosure for Interest and Taxes Paid:
The
company has paid no amounts for federal income taxes and interest. The Company
issued 4,625,000 common shares of stock to its sole officer in acceptance of the
expenses paid on behalf of the Company.
10. Earnings Per
Share:
Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
11. INCOME
TAXES:
The
Company has a net operating loss carry-forward of $311,284 that will expire 20
years after the years generated. The loss generated for the year
2005, 2006, 2007 and 2008 was $2,225, $17,250, $204,937, and $86,872,
respectively.
The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be
used.
The
Company's management determines if a valuation allowance is necessary to reduce
any tax benefits when the available benefits are more likely than not to expire
before they can be used. The tax based net operating losses create
tax benefits in the amount of $46,693 from inception through October 31,
2008.
Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial statement purposes and
the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets as of October 31, 2008 are as
follows:
F–10
|
Federal
net operating loss
|
$ | 46,693 | ||
|
Total
Deferred Tax Asset
|
46,693 | |||
| (46,693 | ) | |||
| 0 | ||||
The
reconciliation of the effective income tax rate to the federal statutory rate is
as follows:
|
Federal
income tax rate
|
15.0 | % | ||
|
Increase
in valuation allowance
|
(15.0 | )% | ||
|
Effective
income tax rate
|
0.0 | % |
12. Controls and
Procedures
(a) Evaluation
of disclosure controls and procedures.
Our Chief
Executive Officer and Chief Financial Officer (collectively the "Certifying
Officers") maintain a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information, which is required to
be disclosed, is accumulated and communicated to management timely. Under the
supervision and with the participation of management, the Certifying Officers
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
Exchange Act) within 90 days prior to the filing date of this report. Based upon
that evaluation, the Certifying Officers concluded that our disclosure controls
and procedures are effective in timely alerting them to material information
relative to our company required to be disclosed in our periodic filings with
the SEC.
(b) Changes
in internal controls.
Our
Certifying Officer has indicated that there were no significant changes in our
internal controls or other factors that could significantly affect such controls
subsequent to the date of his evaluation, and there were no such control actions
with regard to significant deficiencies and material
weaknesses.
F–11
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
We
continue to follow the established business plan and have taken take the
following steps in connection with the further development of our business and
the implementation of our Plan of Operations:
Stage
1 - Market Research, Corporate Formation, Public Listing and Client Services
(present)
The
Company S-2 went effective September 11, 2008. We have established a
relationship with a market maker and transfer agent. We have filed the Company
Form 211. Given the current financial climate, we have extended our discussions
for a local office as the office rates are under substantial pressure to become
more cost-effective. We raised limited fund which have essentially been absorbed
in this Stage 1 by legal, accounting and professional fees. We
anticipate that travel, legal and accounting expenses will continue through
acquisition of our initial target.
There
have been no revenues to the Company. Revenues will accrue to the Company upon
its first acquisition. During this stage, office space, equipment, and
administrative services has been provided by ZPG at no direct cost to the
Company. No salaried employees have been engaged. Mr. Zahorik will be the
Company’s only officer, and he will provide the resources (principally, Company
shares) to execute our Plans in this stage. Mr. Zahorik may engage the services
of others trades and professionals. The Company Board has authorized shares of
the Company to be issues in lieu of salaried compensation and advanced Company
expenses.
Stage
2 - Identification of Service Partner Affiliation (present)
We have
identified a market segment that lends itself to our established business plan.
We are actively in discussions and negotiations with several companies in the
vocational, professional and continuing education business sector. We continue
in these discussions and intend to enter into formal agreements to acquire
within the upcoming fiscal year. We also continue discussions with numerous
potential service Affiliated Partner(s) participating in the Identified
Services.
Mr.
Zahorik will utilize substantially Company shares to fund the merger
transaction. During this stage, until an acquisition is closed, office space,
equipment, and administrative services will be provided, to the extent possible,
by ZPG at no direct cost to the Company. During this stage, we will incur
on-going accounting and legal regulatory expenses for quarterly and annual
governmental filings. Travel and legal, accounting and corporate regulatory
expenses are estimated at $25,000.
Stage
3 – Operating and Expansion of Services and Geographic Coverage (12+
months)
This is
referred to our operating and expansion stage. Contingent on the successful
completion of Stages 1 and 2, and a proposed capital raise to finance Stage 3,
we plan to aggressively expand our operation and business. This phase of
development is planned to be completed within 36 months. Assuming appropriate
financing is available, the Company will then expand its service offerings and
geographic coverage through establishment of new offices, partnerships,
affiliations and/or acquisition of companies offering the Identified Services
within the Emerging Markets (the “Expansion”). We intend to establish the
Identified Services with management capable of executing our Plan of Operations.
In the event financing is not available to fully execute Stage 3, we will
consider a limited Expansion, starting with Mainland China region.
Stage 3
is designed to begin leveraging the existing client’s of the Affiliated
Partner(s) and establishing cash flow and operating profit. In Stage 3, we will
integrate much of the Affiliated Partner(s) infrastructure and operating
synergies in order to expedite and reduce duplicate structure. In doing so, we
will recognize revenue and other attract modest levels of revenue and new
business resulting from the Expansion. Stage 3, travel and legal, accounting and
corporate regulatory expenses have been budgeted at $60,000, and expenses
related to Expansion costs, depending upon funding, are estimated at between
$33,000 and $58,000.
During
Stage 3, office space, equipment, and administrative services and expenses will
principally be provided by the Company from core operations. To the extent
fiscally reasonable, certain travel, legal and accounting expenses will be paid,
or reimbursed from advance. Mr. Zahorik and/or trades or professionals may be
formally engaged in furtherance of the Plan of Operations. Under this
arrangement, Mr. Zahorik may engage the services of others trades and
professionals in furtherance of the Plan of Operations and will seek the Company
Board’s approval to issue Company shares as partial compensation.
The
Company anticipates certain capital requirements related to Expansion. Without
the capital, anticipated Expansion will be delayed or may not take place
significantly and the Company will have to expand through organic growth or
acquisition or other reasonable means. Capital requirements (exclusive of
capital requirements of Target) are estimated to be approximately $ 110,000 and
would be allocated as follows:
4
|
|
Stage 3 Expansion Capital Requirements
|
|||||||||||||||||||
|
|
Computing &
Comm.
|
Registration
Licenses &
Permits
|
Office
Equip.
|
Local
Consultancy
|
IP &
Intangibles
|
|||||||||||||||
|
China (3)
|
$ | 15,000 | $ | 2,500 | $ | 2,500 | $ | 2,500 | $ | 10,500 | ||||||||||
|
Singapore
(1)
|
10,000 | 2,500 | 2,500 | 2,500 | 7,500 | |||||||||||||||
|
Vietnam
(1)
|
7,500 | 2,500 | 2,500 | 2,500 | 5,000 | |||||||||||||||
|
Thailand
(1)
|
7,500 | 1,500 | 2,500 | 1,500 | 2,500 | |||||||||||||||
|
Malaysia
(1)
|
7,500 | 1,500 | 2,500 | 1,500 | 2,500 | |||||||||||||||
|
Philippines
(1)
|
7,500 | 1,500 | 2,500 | 1,500 | 2,500 | |||||||||||||||
|
Total
|
$ | 50,000 | $ | 12,000 | $ | 15 ,000 | $ | 12,000 | $ | 30,500 | ||||||||||
Results of
Operations
The Company did not have any operating
income from inception through October 31, 2008. For the quarter ended
October 31, 2008, the registrant recognized a net loss of $ 48,552 and for the period from
inception through October 31, 2008, the registrant recognized a net less of
$ 311,284. Some general and
administrative expenses during the quarter were accrued. Expenses for the
quarter were comprised of costs mainly associated with travel, legal and
accounting.
Capital Resources and
Liquidity
As of
October 31, 2008, we had $0 in cash. We do not anticipate the purchase or sale
of any significant equipment outside of personal computing, mobile and
organizational tools. If adequate financing is raised, we may add additional
management/consultant personnel.
Off-Balance Sheet
Arrangements
We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
Item
3. Quantitative and Qualitative Disclosures about Market
Risks
The
Company is subject to certain market risks including changes in interest rates.
The Company does not undertake any specific actions to limit those
exposures.
Item
4 Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding
required disclosure.
There
have been no significant changes in the Company’s internal controls or in other
factors that could significantly affect internal controls subsequent to the date
the Chief Executive Officer and the Chief Financial Officer carried out this
evaluation.
5
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
Currently
we are not aware of any litigation pending or threatened by or against the
Company.
Item
1A. Risk Factors.
None.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities.
None
Item
4. Submission of Matters to a Vote of Security Holders.
None.
Item
5. Other Information.
None
Item
6. Exhibits and Reports of Form 8-K.
(a)
Exhibits
31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
(b)
Reports of Form 8-K
6
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
GOLDEN
OPPORTUNITIES CORPORATION
|
||
|
Date:
December 11, 2008
|
By:
|
/s/ Michael
A. Zahorik
|
|
Michael
A. Zahorik
|
||
|
Chief
Financial Officer, and
Director
|
||
7