Umatrin Holding Ltd - Quarter Report: 2008 July (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q
x |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the quarterly period ended July 31, 2008
o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the transition period from ______to______.
GOLDEN
OPPORTUNITIES CORPORATION.
(Exact
name of registrant as specified in Charter
DELAWARE
|
|
000-51186
|
|
35-2302128
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Commission
File No.)
|
|
(IRS
Employee Identification
No.)
|
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 o No x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
Large
Accelerated Filer o
|
Accelerated
Filer o
|
Non-Accelerated
Filer o
|
Smaller
Reporting Company x
|
Indicate
by check mark whether the registrant is a shell company as defined in Rule
12b-2
of the Exchange Act.
Yes x No
o
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of July 31, 2008: 23,445,000 shares of stock.
GOLDEN
OPPORTUNITIES CORPORATION
FORM
10-Q
July
31, 2008
INDEX
PART
I— FINANCIAL INFORMATION
|
||
|
|
|
Item
1.
|
Financial
Statements
|
3
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
4 |
Item
3
|
Quantitative
and Qualitative Disclosures About Market Risk
|
5 |
Item
4T.
|
Control
and Procedures
|
5 |
|
|
|
PART
II— OTHER INFORMATION
|
||
|
|
|
Item
1
|
Legal
Proceedings
|
6 |
Item
1A
|
Risk
Factors
|
6 |
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
6 |
Item
3.
|
Defaults
Upon Senior Securities
|
6 |
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
6 |
Item
5.
|
Other
Information
|
6 |
Item
6.
|
Exhibits
and Reports on Form 8-K
|
6 |
|
|
|
SIGNATURE
|
|
7 |
2
Item
1. Financial Statements
GOLDEN
OPPORTUNITIES CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
AS
OF
JULY 31, 2008
GOLDEN
OPPORTUNITIES CORPORATION
(a
development stage company)
Financial
Statements Table of Contents
FINANCIAL
STATEMENTS
|
Page #
|
|||
Balance
Sheet
|
F-1
|
|||
Statement
of Operations and Retained Deficit
|
F-2
|
|||
Statement
of Stockholders Equity
|
F-4
|
|||
Cash
Flow Statement
|
F-5
|
|||
Notes
to the Financial Statements
|
F-6
|
3
GOLDEN
OPPORTUNITIES CORPORATION
(a
development stage company)
BALANCE
SHEET
As
of July 31, 2008 and January 31, 2008
7/31/2008
|
1/31/2008
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
|
$
|
10,140
|
$
|
43,163
|
|||
Total
Current Assets
|
10,140
|
43,163
|
|||||
TOTAL
ASSETS
|
$
|
10,140
|
$
|
43,163
|
|||
LIABILITIES
AND STOCKHOLDER'S EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accrued
Expenses
|
$
|
7,375
|
$
|
6,625
|
|||
Loan
- Related Party
|
4,500
|
-
|
|||||
Total
Current Liabilities
|
11,875
|
6,625
|
|||||
TOTAL
LIABILITIES
|
11,875
|
6,625
|
|||||
STOCKHOLDER'S
EQUITY
|
|||||||
Common
Stock - Par value $0.001;
|
|||||||
Authorized:
100,000,000
|
|||||||
Issued
and Outstanding: 23,445,000 and 23,445,000
|
23,445
|
23,445
|
|||||
Additional
Paid-In Capital
|
237,552
|
237,505
|
|||||
Accumulated
Deficit
|
(262,732
|
)
|
(224,412
|
)
|
|||
Total
Stockholder's Equity
|
(1,735
|
)
|
36,538
|
||||
TOTAL
LIABILITIES AND EQUITY
|
$
|
10,140
|
$
|
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 six months ending July 31, 2008 and 2007, and
from
inception (February 2, 2005) through July 31, 2008
6 MONTHS
|
6 MONTHS
|
|||||||||
ENDING
|
ENDING
|
FROM
|
||||||||
7/31/2008
|
7/31/2007
|
INCEPTION
|
||||||||
REVENUE
|
$
|
-
|
$
|
-
|
$
|
-
|
||||
COST
OF SERVICES
|
-
|
-
|
-
|
|||||||
GROSS
PROFIT OR (LOSS)
|
-
|
-
|
-
|
|||||||
GENERAL
AND ADMINISTRATIVE EXPENSES
|
38,273
|
1,000
|
262,685
|
|||||||
OPERATING
NET INCOME (LOSS)
|
(38,273
|
)
|
(1,000
|
)
|
(262,685
|
)
|
||||
INTEREST
EXPENSE
|
47
|
-
|
47
|
|||||||
NET
INCOME (LOSS)
|
(38,320
|
)
|
(1,000
|
)
|
(262,732
|
)
|
||||
ACCUMULATED
DEFICIT, BEGINNING BALANCE
|
(224,412
|
)
|
(2,225
|
)
|
-
|
|||||
ACCUMULATED
DEFICIT, ENDING BALANCE
|
$
|
(262,732
|
)
|
$
|
(3,225
|
)
|
$
|
(262,732
|
)
|
|
Earnings
(loss) per share
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
||||
Weighted
average number of common shares
|
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 July 31, 2008 and 2007
3 MONTHS
|
3 MONTHS
|
||||||
ENDING
|
ENDING
|
||||||
7/31/2008
|
7/31/2007
|
||||||
REVENUE
|
$
|
-
|
$
|
-
|
|||
COST
OF SERVICES
|
-
|
-
|
|||||
GROSS
PROFIT OR (LOSS)
|
-
|
-
|
|||||
GENERAL
AND ADMINISTRATIVE EXPENSES
|
9,529
|
500
|
|||||
OPERATING
NET INCOME (LOSS)
|
(9,529
|
)
|
(500
|
)
|
|||
INTEREST
EXPENSE
|
25
|
-
|
|||||
NET
INCOME (LOSS)
|
(9,554
|
)
|
(500
|
)
|
|||
ACCUMULATED
DEFICIT, BEGINNING BALANCE
|
(253,178
|
)
|
(2,725
|
)
|
|||
ACCUMULATED
DEFICIT, ENDING BALANCE
|
$
|
(262,732
|
)
|
$
|
(3,225
|
)
|
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 July 31, 2008
COMMON
|
PAID
|
ACCUM.
|
TOTAL
|
|||||||||||||
SHARES
|
STOCK
|
IN CAPITAL
|
DEFICIT
|
EQUITY
|
||||||||||||
Stock
Issued on acceptance of incorporation
|
100,000
|
$
|
100
|
$
|
-
|
$
|
-
|
$
|
100
|
|||||||
expenses
February 2, 2005
|
||||||||||||||||
Net
Loss
|
|
|
|
(2,225
|
)
|
(2,225
|
)
|
|||||||||
Total,
January 31, 2006
|
100,000
|
$
|
100
|
$
|
-
|
$
|
(2,225
|
)
|
$
|
(2,125
|
)
|
|||||
Stock
Issued on acceptance of expenses
|
275,000
|
275
|
2,475
|
-
|
2,750
|
|||||||||||
paid
July 30, 2006
|
||||||||||||||||
Stock
Issued on acceptance of expenses
|
1,250,000
|
1,250
|
11,250
|
-
|
12,500
|
|||||||||||
paid
August 15, 2006
|
||||||||||||||||
Net
Loss
|
|
|
|
(17,250
|
)
|
(17,250
|
)
|
|||||||||
Total,
January 31, 2007
|
1,625,000
|
$
|
1,625
|
$
|
13,725
|
$
|
(19,475
|
)
|
$
|
(4,125
|
)
|
|||||
Capital
Contributed
|
100
|
-
|
100
|
|||||||||||||
Stock
issued as compensation on
|
20,000,000
|
20,000
|
180,000
|
200,000
|
||||||||||||
November
1, 2007 at $0.001 per share
|
||||||||||||||||
Stock
issued for cash on November 13, 2007
|
1,000,000
|
1,000
|
24,000
|
-
|
25,000
|
|||||||||||
at
$0.025 per share on private placement
|
||||||||||||||||
Stock
issued for cash on November 23, 2007
|
600,000
|
600
|
14,400
|
-
|
15,000
|
|||||||||||
at
$0.025 per share on private placement
|
||||||||||||||||
Stock
issued for cash on November 29, 2007
|
180,000
|
180
|
4,320
|
-
|
4,500
|
|||||||||||
at
$0.025 per share on private placement
|
||||||||||||||||
Stock
issued for cash on January 22, 2008
|
40,000
|
40
|
960
|
-
|
1,000
|
|||||||||||
at
$0.025 per share on private placement
|
||||||||||||||||
Net
Loss
|
|
|
|
(204,937
|
)
|
(204,937
|
)
|
|||||||||
Total,
January 31, 2008
|
23,445,000
|
$
|
23,445
|
$
|
237,505
|
$
|
(224,412
|
)
|
$
|
36,538
|
||||||
Capital
Contribution of imputed interest on
|
-
|
-
|
47
|
-
|
47
|
|||||||||||
related
party loan
|
||||||||||||||||
Net
Loss
|
|
|
|
(38,320
|
)
|
(38,320
|
)
|
|||||||||
Total,
July 31, 2008
|
23,445,000
|
$
|
23,445
|
$
|
237,552
|
$
|
(262,732
|
)
|
$
|
(1,735
|
)
|
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 six months ending July 31, 2008 and 2007, and
from
inception (February 2, 2005) through July 31, 2008
6 MONTHS
|
6 MONTHS
|
|||||||||
ENDING
|
ENDING
|
FROM
|
||||||||
|
7/31/2008
|
7/31/2007
|
INCEPTION
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||
Net
income (loss)
|
$
|
(38,320
|
)
|
$
|
(1,000
|
)
|
$
|
(262,732
|
)
|
|
Stock
issued as compensation
|
-
|
-
|
215,350
|
|||||||
Increase
(Decrease) in Accrued Expenses
|
750
|
1,000
|
7,375
|
|||||||
Total
adjustments to net income
|
750
|
1,000
|
222,725
|
|||||||
Net
cash provided by (used in) operating activities
|
(37,570
|
)
|
-
|
(40,007
|
)
|
|||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||
None
|
-
|
-
|
-
|
|||||||
Net
cash flows provided by (used in) investing activities
|
-
|
-
|
-
|
|||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||
Loan
proceeds
|
4,500
|
-
|
4,500
|
|||||||
Proceeds
from capital contributions
|
47
|
147
|
||||||||
Proceeds
from stock issuance
|
|
-
|
45,500
|
|||||||
Net
cash flows provided by (used in) financing activities
|
4,547
|
-
|
50,147
|
|||||||
CASH
RECONCILIATION
|
||||||||||
Net
increase (decrease) in cash
|
(33,023
|
)
|
-
|
10,140
|
||||||
Cash
- beginning balance
|
43,163
|
-
|
-
|
|||||||
CASH
BALANCE - END OF PERIOD
|
$
|
10,140
|
$
|
-
|
$
|
10,140
|
The
accompanying notes are an integral part of these financial
statements.
F-5
Golden
Opportunities Corp
(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:
–
|
Professional
strategic analysis and recommendation;
|
–
|
Professional
legal or human resources provision;
|
–
|
Professional
Strategic corporate consulting;
|
–
|
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)
On
February 20, 2008, a related party has also loaned the Company money in the
form
of loan payables totaling in $4,500. 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.
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.
F-9
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 $262,732 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 $38,320,
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 $52,546 from inception through July 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 July 31, 2008 are as
follows:
Deferred
tax assets:
|
||||
Federal
net operating loss
|
$
|
39,410
|
||
Total
Deferred Tax Asset
|
39,410
|
|||
Less
valuation allowance
|
(39,410
|
)
|
||
0
|
F-10
The
reconciliation of the effective income tax rate to the federal statutory rate
is
as follows:
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
During
the next thirty-six months, we expect to 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)
We
are
simultaneously working on Stage 1 and Stage 2. During this time, we are
establishing our corporate existence as a publicly held corporation. We are
negotiating for an office in Hong Kong, (SAR) China. We have filed an S-1,
which
is not yet effective. At or about the effective date of the S-1, we anticipate
establishing a relationship with a market-maker and filing a15C-211. We have
raised limited funds utilized for travel and professional fees. We continue
our
market research to identify a lack of service or consulting need (the
“Identified Services”). Travel, legal and accounting expenses have been
estimated at $15,000-20,000 for this Stage.
We
expect
to operate at a loss during Stage 1 as there will be no revenues to the Company.
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 (6-12
months)
Simultaneously
with Stage 1, we have initiated discussions with numerous potential service
Affiliated Partner(s) participating in the Identified Services. We
intend to enter into an affiliation or service agreement s to provide the
Company’s services.
We
expect
to operate at a loss during Stage 2. Mr. Zahorik will utilize substantially
Company shares to fund the merger transaction. 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 $20,000-25,000.
Stage
3 – Expansion of Services and Geographic Coverage (12-36
months)
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 in 18 to 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.
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 are estimated at $58,000, for a total of
$138,000.
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
|
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.
Management’s
Report on Internal Controls over Financial
Reporting
Internal
control over financial reporting is a process to provide reasonable assurance
regarding the reliability of consolidated financial reporting and the
preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles. There has been no change in
the Company’s internal control over financial reporting during the quarter ended
July 31, 2008 that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial
reporting.
The
Company’s management, including the Company’s CEO and CAO, does not expect that
the Company’s disclosure controls and procedures or the Company’s internal
controls will prevent all errors and all fraud. A control system, no matter
how
well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent limitations in all control systems, no evaluation of the
controls can provide absolute assurance that all control issues and
instances of fraud, if any, within the Company have been detected.
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 this evaluation, management concluded that the company’s internal control
over financial reporting was effective as of July 31, 2008.
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:
September 11, 2008
|
By:
|
/s/ Michael
A. Zahorik
|
|
|
Michael
A. Zahorik
|
|
|
Chief
Financial Officer, and Director
|
7