Umatrin Holding Ltd - Annual Report: 2010 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
|
|
x
|
ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
|
For
the fiscal year ended January 31, 2010
|
¨
|
TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF
1934
|
For the
transition period from ___________ to ___________
Commission
File No. 333-153261
GOLDEN OPPORTUNITIES
CORPORATION.
(Name
of small business issuer in its charter)
|
DELAWARE
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer Identification
No.)
|
|
520
S. Snowmass Circle, Superior,
Colorado
|
80027
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(303)
494-5889
(Registrant’s
telephone number, including area code)
Securities
registered under Section 12(b) of the Exchange Act:
|
Title
of each class registered:
|
Name
of each exchange on which
registered:
|
|
None
|
None
|
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, par value $0.001
(Title of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference Part III of this Form 10-K or
any amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
|
|
Non-accelerated
filer
(Do
not check if a smaller reporting company)
|
o
|
Smaller
reporting company
|
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No
x
There is
no established public trading market for our common stock.
As of
April 30, 2010, the registrant had 28,570,000 shares of its common
stock outstanding.
Documents Incorporated by
Reference: None.
TABLE
OF CONTENTS
|
PAGE
|
||
|
PART
I
|
||
|
ITEM
1.
|
Business
|
3
|
|
ITEM
1A.
|
Risk
Factors
|
8
|
|
ITEM
2.
|
Properties
|
8
|
|
ITEM
3.
|
Legal
Proceedings
|
8
|
|
ITEM
4.
|
Submission
of Matters to a Vote of Security Holders
|
8
|
|
PART
II
|
||
|
ITEM
5.
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
9
|
|
ITEM
6.
|
Selected
Financial Data
|
10
|
|
ITEM
7.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operation
|
10
|
|
ITEM
7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
13
|
|
ITEM
8.
|
Financial
Statements and Supplementary Data
|
13
|
|
ITEM
9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
13
|
|
ITEM
9A.
|
Controls
and Procedures
|
13
|
|
PART
III
|
||
|
ITEM
10.
|
Directors,
Executive Officers and Corporate Governance
|
14
|
|
ITEM
11.
|
Executive
Compensation
|
15
|
|
ITEM
12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
15
|
|
ITEM
13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
16
|
|
ITEM
14.
|
Principal
Accounting Fees and Services
|
16
|
|
ITEM
15.
|
Exhibits,
Financial Statement Schedules
|
17
|
|
SIGNATURES
|
17
|
|
2
PART
I
Description
of Business
General
Background
The
world-wide impact of the economic recession of 2009 and continuing through 2010
has delayed the execution of our business plan. However, we continue to seek out
the best potential opportunity for the shareholders.
The
growth of the economies in Asia has provided enormous opportunities to many
professional companies in the region. In order to gain access to the
opportunities across the emerging economies, Golden Opportunities Corporation
(the “Company”), has developed the following business plan (the
“Plan”).
We intend
to use the experience of our sole executive to will implement our plan as a
business partner with a active companies in the marketing or financial public
relations market, i.e. assisting our clients in their IPO and other types of
fund raising activities, or any other sales or marketing of products or services
in Asia or any other company actively engaged in the professional services
market or in the sales and /or manufacture and distribution of services or
products in Asia.
We are in
the process of evaluating several potential temporary-to-permanent office
locations convenient to the Hong Kong business center.
3
We will
not need to merge or acquire a third party in order to engage in active
business. We will establish our initial offices in the Hong Kong/Shenzhen, China
region—and expand into emerging markets in Asia and leverage a client sourcing
network in these markets within the following markets:
|
·
|
Technology,
mobile and telecom companies;
|
|
·
|
First
tier financial institutions and brokerage companies;
|
|
·
|
Regional
electrical/hydropower, chemical and petroleum
companies;
|
|
·
|
Regional
textile, light electronics, steel and coal manufacturing
companies;
|
|
·
|
Asia
based manufacturers and distributors of domestic
products;
|
|
·
|
Domestic
and regional transportation companies;
|
|
·
|
Primary,
secondary or vocational education.
|
Building
upon a strong client base from our sole officer and director, we intend to
expand its service scope and become a recognized professional service company in
China and these emerging markets. Apart from our investor relations business, we
will establish service capabilities in providing financial advisory, audit and
tax services for its clients.
In
addition to our expansion in service scope, we are also planning to expand its
footprint in the Asia via a mergers and acquisitions strategy. We will serve as
a platform for a co-operative structure together with professional service
companies in Hong Kong, Vietnam, Singapore, Thailand, the Philippines and
Malaysia. In addition to the aforesaid countries, we may further expand into
other countries (collectively, the “Emerging Markets”) with potential for its
business model to achieve remarkable growth and return to its shareholders. We
will leverage our sales/marketing platform to attract Partners who desire to be
part of a publicly traded company.
The
Company’s Services
While we
intend to engage in financial marketing, we will consider any other related or
unrelated sales/marketing opportunity. We intend to provide one-stop
professional financial marketing services:
|
1.
|
Providing
Pre-IPO and IPO services (IPO);
|
|
|
2.
|
Bridging
client’s with investors (investor relations);
|
|
|
3.
|
Bridging
Client’s financial information and the media (media
relations);
|
|
|
4.
|
Providing
financial consulting, and investment services (financial
consulting);
|
|
|
5.
|
Providing
interim and permanent human resources personnel (human resources);
and
|
|
|
6.
|
Providing
innovative promotional consulting (innovative
consulting);
|
Propelled
by the influx of PRC enterprises into the local and international capital
market, we will serve the Greater China Region with dedicated innovation and
expansion into the Emerging Markets.
Initial
Public Offering
The
success of public offering of an enterprise is measured by the extent to which
the strengths of the enterprise is reflected and to which the enterprise stands
out in the market. We will provide professional analyses and strategic proposals
to the listing candidate regarding PR, promotion and marketing campaigns. At the
same time, we will market our own sales/marketing platform to attract companies
who desire to be part of a publicly traded company.
The
comprehensive scope of our professional services will include:
|
·
|
Professional
strategic analysis and recommendation;
|
|
·
|
Formulation
of overall promotion strategy;
|
4
|
·
|
Execution
of investor relations campaigns;
|
|
·
|
Formulation
of media promotion strategy;
|
|
·
|
Road
show organization;
|
|
·
|
Formulation
of contingency solutions;
|
|
·
|
Preparation
of corporate promotional materials.
|
Investor
relations are vital for listing and listed companies and the key to success lies
in gaining and retaining the investors’ attention. W will use the experience of
our sole executive officer and network with local and international investors,
including fund managers, analysts and market commentators, to maximize the
Client’s financial benefit.
The scope
of Investor Relations service includes:
|
·
|
Road
shows;
|
|
·
|
Results
announcement presentation;
|
|
·
|
Annual
general meetings;
|
|
·
|
Investor
database;
|
|
·
|
Collection
of research reports;
|
|
·
|
Preparation
of annual reports, quarterly reports and promotional
materials.
|
Media is
one of the major communication channels between a listed company and its
shareholders. We will establish, through acquisition or affiliation, a
professional PR team familiar with the operations of different media in the
Emerging Markets and maintain close relation with international business and
finance media.
Depending
on the clients’ needs, strategic arrangements will be made between the client
and the media to ensure delivery of the best communication. The major activities
and projects on media relations include:
· Press
Conference;
· Media
training;
· Media interview
arrangements;
· Media monitor and
follow-up;
· Media
database
We will
provide its expertise to its clients to provide consulting and investment
services. This will be achieved by leveraging the Company’s clients overall
needs, and maintaining a structured approach to maximize the client’s return. We
will also provide personal and corporate tax strategies and
consulting.
Interim
and Permanent Human Resources Personnel
We will
have an electronic and networked database of human resource personnel to provide
essential services to the clients. This network of personnel will be
pre-screened for qualifications and experience. These personnel will be placed
on an interim basis and then retained by the client, as
necessary.
5
Innovative
Promotional Consulting Services
As an
effective channel between its clients and the investors, we will assist its
clients in planning and organizing a wide range of events such and conference
and marketing campaign. We will also provide “compliance and maintenance”
consulting. This includes legal and transactional compliance with public
financial markets and product markets.
Business
Development Plan
Our
growth plan and strategy has not been formulated in vacuum. We have discussed
with qualified companies within Asia and with their existing and potential
clients and examined their needs. Two major trends have been
identified:
|
·
|
While
many multinationals are entering into the Asian markets, established
companies in Asia are also expanding rapidly within this
region.
|
|
·
|
Because
of the changes in the operating environment, companies need different
types of professional support, e.g. company secretary, audit, tax,
financial advisory, management consulting services, etc. Instead of
searching for different service providers for each of the services,
companies would like to have a one-stop-shop for most of the professional
services they need.
|
Relying
on this research, we are planning to provide what clients need and be where
clients expand, i.e. expanding its service offerings and footprint across
Asia.
Expanding
the Services Scope and Geographic Coverage
We intend
to become a recognized professional services provider in the rapidly growing
economies in Asia. We are committed to growing our self to be a company with a
wider service offerings and more extensive geographic coverage. Given the
current economic downturn, we have delayed the execution of certain aspects of
our intended services. The following table shows our anticipated growth plan to
take place as opportunities present themselves.
|
Services
|
||||||||||
|
Country
|
Financial
PR
|
Company
Secretary
|
Financial
Advisory
|
Audit
|
Tax
|
|||||
|
Greater
China
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||
|
Singapore
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||
|
Vietnam
|
ü
|
ü
|
ü
|
ü
|
ü
|
|||||
|
Thailand
|
ü
|
ü
|
ü
|
¡
|
¡
|
|||||
|
Malaysia
|
ü
|
ü
|
ü
|
¡
|
¡
|
|||||
|
The
Philippines
|
ü
|
ü
|
ü
|
¡
|
¡
|
|||||
ü - Services to be
developed in the region with concrete plan
¡ - Services to be
developed when market conditions are favorable
Financial
PR and Company Secretary Services
We will
implement our Plan in China initially. We intend to replicate our success into
other areas in Asia. Due to the similarity of client relationship management
model, we will also provide company secretary business, i.e. assisting its
client in compliance to the company ordinance and listing rules in respective
countries.
6
Our
priority continues to be to establish and expand these services in China,
Singapore and Vietnam because the capital markets in these countries are very
active. In order to expand into the economies as shown in the above table, we
are in discussions with established financial PR services providers in China,
Singapore and Vietnam, and company secretary companies in China/Hong Kong,
Singapore and Vietnam, regarding future alliances.
In
addition to the initial offices in Shenzhen, China, we are planning to further
expand its network into other first and second-tier cities in China, including,
Beijing and Shanghai. Similarly, in Vietnam, we will initially target offices in
Hanoi and Ho Chi Minh (Saigon).
Further,
we are currently screening for future partners offering financial PR and company
secretarial services in Bangkok, Chiang Mai and Nakhon Ratchasima, Thailand;
Kuala Lumpur, George Town and Putrajaya, Malaysia, and Manila and Quezon City,
the Philippines.
Financial
Advisory Services
The
financial advisory services will include mergers and acquisitions, IPO’s, and
other types of fund raising activities. We will leverage its acquired client
base to provide these additional financial services not currently being provided
to them. The provision of these financial advisory services will provide
accretive revenues to the Company without the expense of new client
acquisition.
With its
existing base in China and future partners in other countries, we will formulate
a dedicated team in pursuing mergers and acquisitions and fund raising
opportunities. In view of the rising trends in the capital market and foreign
investment in the region, we will assist its clients in their M&A and fund
raising in the future.
Audit
and Tax Services
The
market for audit and tax services is highly competitive in the region and we
only plan to enter into the market where its future partners have the ability
and network to be successful. We will work closely with local audit and tax
services providers in providing a one-stop-shop solution. Our sole executive
officer is currently in discussion with audit and tax services providers in
China/Hong Kong, Singapore and Vietnam.
Growth
Plan
With the
objective for regional growth, the growth table has been developed in two phases
to launch and establish independent offices and alliance partner offices to
broaden our services and to expand our regional impact of the
Company.
|
Mergers
and Acquisition
|
||
|
Phase
1
|
· Establish alliance with
non-merger Partner providing immediate revenue
· Establish alliance with a company
secretary company in China
· Establish financial PR company
with company secretary capability in Vietnam
|
|
|
· Establish alliance with
non-merger Partner providing immediate revenue in
Singapore
· Establish alliance with secretary
capability in Singapore
· Establish alliance with an audit
& tax professional service provider in China
· Launch financial advisory
services in China, Vietnam and Singapore
|
||
|
Phase
2
|
· Establish alliance with an audit
& tax professional service providers in Singapore and
Vietnam
· Launch a financial PR company
with company secretary capability in Thailand
|
|
|
· Launch a financial PR company
with company secretary capability in Malaysia and the
Philippines
|
||
|
· Launch financial advisory
services in Thailand, Malaysia and Philippines
|
||
|
· Establish alliance with an audit
& tax professional service providers in Thailand, Malaysia and the
Philippines (if market conditions is
favorable)
|
||
7
Our
future growth is mainly fueled by expansion of our offices and partner
alliances. This is because different countries will have different legal and
business requirements making “Greenfield” establishment very costly. The
followings set forth certain characteristics of the potential affiliations
targets for the Company.
|
·
|
Targeting
small-medium enterprises;
|
|
|
·
|
Ownership
willing to become an integral player in a Asia-wide services
group;
|
|
|
·
|
Possessing
successful track records in IPO and M&A;
|
|
|
·
|
Operating
in more than two cities in a country;
|
|
|
·
|
Extensive
client base connection with local investment capital market
players;
|
|
|
·
|
High
profile, under-leveraged client base;
|
|
|
·
|
Willing
to become part of a regional network;
|
|
|
·
|
Willing
to take Company Shares as substantial compensation;
|
|
|
·
|
Willing
to hold shares for a period of at least two
years.
|
Intellectual
Property
We do not
own any intellectual property.
Government Approval and
Regulation
We do not
need government approval for our principal products or services.
Employees
We have
no full time employees. Our president has agreed to allocate a portion of his
time to the activities of the Company, without compensation outside of Company
stock. The president anticipates that our business plan can be implemented by
his devoting approximately 20 hours per month to the business affairs of the
Company and, consequently, conflicts of interest may arise with respect to the
limited time commitment by such officer. From time to time, Mr. Zahorik engages
the services of professionals to perform limited tasks on behalf of the
Company.
Not
applicable because we are a smaller reporting company.
Our
business office is located at 520 S. Snowmass Circle, Superior, Colorado
80027
There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s property is not the subject of any pending
legal proceedings.
None.
8
PART
II
No Public Market for Common
Stock
Our
common stock was approved to trade on the OTC Bulletin Board system under the
symbol “GOOO” since October 28, 2008. However, to date there has been no trading
market for our Common Stock.
The
market price of our common stock is subject to significant fluctuations in
response to variations in our quarterly operating results, general trends in the
market, and other factors, over many of which we have little or no control. In
addition, broad market fluctuations, as well as general economic, business and
political conditions, may adversely affect the market for our common stock,
regardless of our actual or projected performance.
Holders
There are
45 shareholders of our Common Stock. The issued and outstanding shares of our
Common Stock were issued in accordance with the exemptions from registration
afforded by Section 4(2) of the Securities Act of 1933.
Dividends
Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock, when issued pursuant to this offering. Although we intend to retain our
earnings, if any, to finance the exploration and growth of our business, our
Board of Directors will have the discretion to declare and pay dividends in the
future.
Payment
of dividends in the future will depend upon our earnings, capital requirements,
and other factors, which our Board of Directors may deem relevant.
Recent
Sales of Unregistered Securities
On
November 7, 2006, Scott Raleigh transferred an aggregate of 100,000 shares to
Michael A. Zahorik pursuant to a stock purchase agreement and pursuant to an
exemption from registration under Section 4(2) of the Securities Act of
1933.
On June
30, 2007, 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.
On August
15, 2007, 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.
On August
31, 2007, the Company issued 20,000,000 shares at $0.01 to its President and
other professionals engaged on behalf of the Company for their services through
Calendar year 2007.
From
November 13, 2007 through January 22, 2008, the Company issued 1,820,000 shares
at $0.025, pursuant to Regulation D, Rule 506 of the Securities Act of
1933.
On
January 2, 2009, the Company issued 1,125,000 shares to its President at $0.16
for employment services through the calendar year 2008.
On
February 5, 2010, the Company issues 4,000,000 shares to its President at $0.18
for employment services through the calendar year 2009.
9
Equity Compensation Plan
Information
The
following table sets forth certain information as of January 31, 2009, with
respect to compensation plans under which our equity securities are authorized
for issuance:
|
|
|
(a)
|
(b)
|
(c)
|
||
|
|
|
|||||
|
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
||
|
Equity
compensation
|
None
|
|||||
|
Plans
approved by
|
||||||
|
Security
holders
|
||||||
|
Equity
compensation
|
None
|
|||||
|
Plans
not approved
|
||||||
|
By
security holders
|
||||||
|
Total
|
ITEM
6. SELECTED FIANANCIAL DATA
Not
applicable because we are smaller reporting company.
Overview
Golden
Opportunities Corporation (the “Company”), was incorporated in the state of
Delaware as of February 2, 2005 as 51147, Inc., on June 10, 2008 we filed a
certificate of amendment changing our name to Golden Opportunities Corporation.
We were originally incorporated as a blank check company to locate and negotiate
with a business entity for the combination of that target company with us. In
November 2007, we changed our business model to use the experiences of our sole
executive and commenced implementing our plan as a business partner with a
active companies in the marketing or financial public relations market such as,
assisting our clients in the process of going public and other types of fund
raising activities. We also work with other companies actively engaged in the
professional services market or in the sales and /or manufacture and
distribution of products or services in Asia.
In doing
so, we do not intend to merge with or into any third party in order to engage in
active business. While we will not need to merge or acquire companies we will
remain open to any sound business combination to achieve success. We intend to
establish our initial offices in Hong Kong (SAR), China, or Shenzhen, China—and
expand into emerging markets in Asia.
In light
of the current economic situation, we are evaluating a number of
temporary-to-permanent office locations in Hong Kong central to many businesses
operating in Asia. Rent has become more competitive over last 12 months and we
are looking for the most favorable situation for the Company.
The
comprehensive scope of our professional services will include:
|
·
|
Professional
strategic analysis and recommendation;
|
|
·
|
Formulation
of overall promotion strategy;
|
10
|
·
|
Execution
of investor relations campaigns;
|
|
·
|
Formulation
of media promotion strategy;
|
|
·
|
Road
show organization;
|
|
·
|
Formulation
of contingency 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 included elsewhere in this prospectus have been prepared in
conformity with generally accepted accounting principles in the United States,
which contemplates continuation as a going concern. However, we have not
generated any operating revenue, expect to generate operating losses during some
or all of our planned development stages, 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.
Results
of Operations For the year Ended January 31, 2010 compare to the year ended
January 31, 2009.
We did
not have any operating income from inception through January 31, 2010. From
inception through January 31, 2010, the registrant recognized a net loss of
$521,492. Some general and administrative expenses during the year were accrued.
Expenses for the year were comprised of costs mainly associated with legal,
accounting, and office.
We did
not have any operating income from inception (February 2, 2005) through January
31, 2010. For the year ended January 31, 2010, the registrant
recognized a net loss of $26,654. Some general and administrative
expenses from inception were accrued. Expenses from inception were comprised of
costs mainly associated with legal, accounting and office.
Capital
Resources and Liquidity
At
January 31, 2010, the Company had some capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating
company.
We
believe we can satisfy our cash requirements for the next twelve months with our
current cash, shareholder advances, Company shares and expected revenues.
However, completion of our Plan of Operations is subject to attaining adequate
revenue. We cannot assure investors that adequate revenues will be generated. In
the absence of our projected revenues, we may be unable to proceed with our Plan
of Operations. Even without adequate revenues within the next twelve months, we
still anticipate being able to continue with our present activities, but we may
require additional financing.
The exact
allocation, purposes and timing of any monies raised in subsequent private
financings may vary significantly depending upon the exact amount of funds
raised and our progress with the execution of our Plan of
Operations.
11
Critical Accounting
Policies
Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.
Recent
Accounting Pronouncements
In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”. This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS No. 160
affects those entities that have an outstanding noncontrolling interest in one
or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and nonderivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.
In
April 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible
Assets” (“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP is effective for
financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. Early adoption is
prohibited. The Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.
12
In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”). SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results
of operations or cash flows.
In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.
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).
Not
applicable because we are a smaller reporting company.
No.
Evaluation
of Disclosure 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.
13
Changes
in internal controls
We have
not made any changes to our internal controls subsequent to the Evaluation Date.
We have not identified any deficiencies or material weaknesses or other factors
that could significantly affect these controls, and therefore, no corrective
action was taken.
PART
III
The
directors and executive officers of the Company are:
|
Name
|
Age
|
Position
|
Date Appointed
|
|||
|
Michael
A. Zahorik
|
|
|
President,
Chief
Executive Officer,
Chief
Financial Officer,
Director
|
|
November
7, 2005
|
Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years. Below is a brief
biography of our sole officer and director:
MICHAEL A. ZAHORIK was
appointed as the Company’s President, Chief Executive Officer, Chief Financial
officer and a member of the Board of Directors as of November 7, 2005. Michael
Zahorik is also president of Zahorik Professional Group (“ZPG”), which is a
consulting group of financial and legal professionals. Mr. Zahorik has extensive
experience in the areas of securities, corporate and business litigation and
transactions and has advised management and boards of directors through numerous
successful public and private transactions.
Term of
Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
All
officers and directors listed above will remain in office until the next annual
meeting of our stockholders, and until their successors have been duly elected
and qualified. There are no agreements with respect to the election of
Directors. We have not compensated our Directors for service on our Board of
Directors, any committee thereof, or reimbursed for expenses incurred for
attendance at meetings of our Board of Directors and/or any committee of our
Board of Directors. Officers are appointed annually by our Board of Directors
and each Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors’ fees and reimburse Directors for expenses related to
their activities.
None of
our Officers and/or Directors have filed any bankruptcy petition, been convicted
of or been the subject of any criminal proceedings or the subject of any order,
judgment or decree involving the violation of any state or federal securities
laws within the past five (5) years.
Audit
Committee
We do not
have a standing audit committee of the Board of Directors. Management
has determined not to establish an audit committee at present because of our
limited resources and limited operating activities do not warrant the formation
of an audit committee or the expense of doing so. We do not have a
financial expert serving on the Board of Directors or employed as an officer
based on management’s belief that the cost of obtaining the services of a person
who meets the criteria for a financial expert under Item 401(e) of Regulation
S-B is beyond its limited financial resources and the financial skills of such
an expert are simply not required or necessary for us to maintain effective
internal controls and procedures for financial reporting in light of the limited
scope and simplicity of accounting issues raised in its financial statements at
this stage of its development.
14
Certain Legal
Proceedings
No
director, nominee for director, or executive officer of the Company has appeared
as a party in any legal proceeding material to an evaluation of his ability or
integrity during the past five years.
Compliance With Section
16(A) Of The Exchange Act.
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who beneficially own more than 10% of a registered class of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and are required to
furnish copies to the Company. To the best of the Company’s knowledge, any
reports required to be filed were timely filed in fiscal year ended January 31,
2008.
Code of
Ethics
The
company has adopted a Code of Ethics applicable to its Chief Executive Officer
and Chief Financial Officer. This Code of Ethics is filed herewith as an
exhibit.
Compensation of Executive
Officers
Our
officers and directors do not receive any compensation (outside of Company
stock) for services rendered to us, have not received such compensation in the
past, and are not accruing any compensation pursuant to any agreement with us.
However, our officers and directors anticipate receiving benefits as beneficial
shareholders of us and, possibly, in other ways.
Compensation of
Directors
Directors
are permitted to receive fixed fees and other compensation for their services as
directors. The Board of Directors has the authority to fix the compensation of
directors. No amounts have been paid to, or accrued to, directors in such
capacity.
Employment
Agreements
We do not
have any employment agreements in place with our sole officer and
director
15
|
Name of Beneficial Owner
|
Amount
and Nature
of
Beneficial
Ownership
|
Percentage
of Class
|
||||||
|
Michael
A. Zahorik (1)
|
8,860,000 | 31.0 | % | |||||
|
China
Aim Enterprises Ltd
|
4,300,000 | 15.0 | % | |||||
|
Falcon
Investment Holdings Ltd
|
4,040,000 | 14.1 | % | |||||
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Transactions with Management
and Others
There
were no material transactions, or series of similar transactions, since the
beginning of the Company’s last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which we were or are a
party, in which the amount involved exceeds $60,000, and in which any director
or executive officer, or any security holder who is known by us to own of record
or beneficially more than 5% of any class of our common stock, or any member of
the immediate family of any of the foregoing persons, has an
interest.
Indebtedness of
Management
There
were no material transactions, or series of similar transactions, since the
beginning of our last fiscal year, or any currently proposed transactions, or
series of similar transactions, to which we were or are a party, in which the
amount involved exceeds $60,000 and in which any director or executive officer,
or any security holder who is known to us to own of record or beneficially more
than 5% of any class of our common stock, or any member of the immediate family
of any of the foregoing persons, has an interest.
Transactions with
Promoters
There
were no material transactions between us and our promoters or
founders.
.
Audit
Fees
For the
Company's fiscal year ended January 31, 2010, we were billed approximately
$_2,500 for professional services rendered for the audit of our financial
statements. We were not billed for the review of financial statements included
in our periodic and other reports filed with the Securities and Exchange
Commission for our year ended January 31, 2010.
Tax Fees
For the
Company's fiscal year ended January 31, 2010, we were not billed for
professional services rendered for tax compliance, tax advice, and tax
planning.
All Other
Fees
The
Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended January 31, 2010.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
16
PART
IV
a)
Documents filed as part of this Annual Report
1.
Financial Statements
2.
Financial Statement Schedules
3.
Exhibits
|
Exhibits
|
||
|
No.
|
Descriptions
|
|
|
31.1
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
|
31.2
|
Certification
of Principal Accounting Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
Certification
of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
GOLDEN
OPPORTUNITIES
CORP.
|
||
|
Date:
May 20, 2010
|
By:
|
/s/ Michael A. Zahorik
|
|
|
Michael
A. Zahorik
|
|||
|
Chief Executive
Officer
|
|||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
Date:
May 20, 2010
|
By:
|
/s/ Michael A.
Zahorik
|
|
|
Michael
A. Zahorik
|
|||
|
Chief
Financial Officer, and Director
|
|||
17
GOLDEN
OPPORTUNITIES CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
AS OF
JANUARY 31, 2010
GOLDEN
OPPORTUNITIES CORPORATION
(a
development stage company)
Financial
Statements Table of Contents
|
|
Page
#
|
|
| FINANCIAL STATEMENTS | ||
|
Balance
Sheet
|
F-1
|
|
|
Statement
of Operations and Retained Deficit
|
F-2
|
|
|
Statement
of Stockholders Equity
|
F-3
|
|
|
Cash
Flow Statement
|
F-5
|
|
|
Notes
to the Financial Statements
|
F-6
|
|
GATELY
& ASSOCIATES, LLC
ACCOUNTANTS AND
ADVISORS
PCAOB
REGISTERED
To the
Board of Directors
Golden
Opportunities Corp.
520 S.
Snowmass Circle
Superior
CO 80027
We have
audited the accompanying balance sheets of JBI, Inc. (A Development Stage
Company) as of January 31, 2010, and the related statements of operations,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audits 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. We believe that our audits provide a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of JBI, Inc. (A Development Stage
Company) as of December 31, 2009 and 2008, and the related 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.
|
|
 |
Lake Mary
FL, March 30, 2010
GOLDEN
OPPORTUNITIES CORPORATION
(a
development stage company)
BALANCE
SHEET
As
of January 31, 2010 and 2009
|
|
1/31/2010
|
1/31/2009
|
||||||
|
ASSETS
|
||||||||
| CURRENT ASSETS | ||||||||
|
Cash
|
$ | 10 | $ | 3 | ||||
|
Total
Current Assets
|
10 | 3 | ||||||
|
TOTAL
ASSETS
|
$ | 10 | $ | 3 | ||||
|
LIABILITIES AND STOCKHOLDER'S
EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accrued
Expenses
|
6,047 | 13,803 | ||||||
|
Loan
- Related Party
|
66,052 | 39,554 | ||||||
|
Total
Current Liabilities
|
72,099 | 53,357 | ||||||
|
TOTAL
LIABILITIES
|
72,099 | 53,357 | ||||||
|
STOCKHOLDER'S EQUITY
|
||||||||
|
Common
Stock - Par value $0.001; Authorized: 100,000,000 Issued and Outstanding:
24,570,000 and 24,570,000
|
24,570 | 24,570 | ||||||
|
Additional
Paid-In Capital
|
424,833 | 416,914 | ||||||
|
Accumulated
Deficit
|
(521,492 | ) | (494,838 | ) | ||||
|
Total
Stockholder's Equity
|
(72,089 | ) | (53,354 | ) | ||||
|
TOTAL
LIABILITIES AND EQUITY
|
$ | 10 | $ | 3 | ||||
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 twelve months ending January 31, 2010 and 2009, and
from
inception (February 2, 2005) through January 31, 2010
|
12
MONTHS
|
12
MONTHS
|
|||||||||||
|
ENDING
|
ENDING
|
FROM
|
||||||||||
|
1/31/2010
|
1/31/2009
|
INCEPTION
|
||||||||||
|
REVENUE
|
$ | - | $ | - | $ | - | ||||||
|
COST OF SERVICES
|
- | - | - | |||||||||
|
GROSS PROFIT OR (LOSS)
|
- | - | - | |||||||||
|
GENERAL AND ADMINISTRATIVE
EXPENSES
|
25,010 | 269,892 | 519,314 | |||||||||
|
OPERATING NET INCOME (LOSS)
|
(25,010 | ) | (269,892 | ) | (519,314 | ) | ||||||
|
INTEREST EXPENSE
|
1,644 | 534 | 2,178 | |||||||||
|
NET INCOME (LOSS)
|
(26,654 | ) | (270,426 | ) | (521,492 | ) | ||||||
|
ACCUMULATED DEFICIT, BEGINNING
BALANCE
|
(494,838 | ) | (224,412 | ) | - | |||||||
|
ACCUMULATED DEFICIT, ENDING
BALANCE
|
$ | (521,492 | ) | $ | (494,838 | ) | $ | (521,492 | ) | |||
|
Earnings (loss) per share
|
$ | (0.001 | ) | $ | (0.011 | ) | $ | (0.046 | ) | |||
|
Weighted average number of common
shares
|
24,570,000 | 23,534,139 | 11,218,035 | |||||||||
The
accompanying notes are an integral part of these financial
statements.
F-2
GOLDEN
OPPORTUNITIES CORPORATION
(a
development stage company)
STATEMENT
OF STOCKHOLDERS' EQUITY
From
inception (February 2, 2005) through January 31, 2010
|
COMMON
|
PAID
|
ACCUM.
|
TOTAL
|
|||||||||||||||||
|
SHARES
|
STOCK
|
IN
CAPITAL
|
DEFICIT
|
EQUITY
|
||||||||||||||||
|
Stock
Issued on acceptance of incorporation expenses February 2,
2005
|
100,000 | $ | 100 | $ | - | $ | - | $ | 100 | |||||||||||
|
Net
Loss
|
(2,225 | ) | (2,225 | ) | ||||||||||||||||
|
Total,
January 31, 2006
|
100,000 | $ | 100 | $ | - | $ | (2,225 | ) | $ | (2,125 | ) | |||||||||
|
Stock Issued on
acceptance of expenses paid
July 30, 2006
|
275,000 | 275 | 2,475 | - | 2,750 | |||||||||||||||
|
Stock
Issued on acceptance of expenses paid August 15, 2006
|
1,250,000 | 1,250 | 11,250 | - | 12,500 | |||||||||||||||
|
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 November 1, 2007 at $0.001 per
share
|
20,000,000 | 20,000 | 180,000 | 200,000 | ||||||||||||||||
|
Stock
issued for cash on November 13, 2007 at $0.025 per share on private
placement
|
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
|
600,000 | 600 | 14,400 | - | 15,000 | |||||||||||||||
|
Stock
issued for cash on November 29, 2007 at $0.025 per share on private
placement
|
180,000 | 180 | 4,320 | - | 4,500 | |||||||||||||||
|
Stock
issued for cash on January 22, 2008 at $0.025 per share on private
placement
|
40,000 | 40 | 960 | - | 1,000 | |||||||||||||||
|
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 related party loan
|
- | - | 534 | - | 534 | |||||||||||||||
|
Stock
issued as compensation on January 2, 2009 at $0.16 per
share
|
1,125,000 | 1,125 | 178,875 | - | 180,000 | |||||||||||||||
|
Net
Loss
|
(270,426 | ) | (270,426 | ) | ||||||||||||||||
|
Total,
January 31, 2009
|
24,570,000 | $ | 24,570 | $ | 416,914 | $ | (494,838 | ) | $ | (53,354 | ) | |||||||||
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 January 31, 2010
(continued)
|
COMMON
|
PAID
|
ACCUM.
|
TOTAL
|
|||||||||||||||||
|
SHARES
|
STOCK
|
IN
CAPITAL
|
DEFICIT
|
EQUITY
|
||||||||||||||||
|
In-kind
contribution
|
- | - | 6,275 | - | 6275 | |||||||||||||||
|
Capital
Contribution of imputed interest on related party loan
|
- | - | 1,644 | - | 1,644 | |||||||||||||||
|
Net
Loss
|
(26,654 | ) | (26,654 | ) | ||||||||||||||||
|
Total,
January 31, 2010
|
24,570,000 | $ | 24,570 | $ | 424,833 | $ | (521,492 | ) | $ | (72,089 | ) | |||||||||
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 twelve months ending January 31, 2010 and 2009, and
from
inception (February 2, 2005) through January 31, 2010
|
12
MONTHS
|
12
MONTHS
|
|||||||||||
|
ENDING
|
ENDING
|
FROM
|
||||||||||
|
|
1/31/2010
|
1/31/2009
|
INCEPTION
|
|||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net
income (loss)
|
$ | (26,654 | ) | $ | (270,426 | ) | $ | (521,492 | ) | |||
|
In-kind
Contribution
|
6,275 | - | 6,275 | |||||||||
|
Interest
|
1,644 | 534 | 2,178 | |||||||||
|
Stock
issued as compensation
|
- | 180,000 | 395,350 | |||||||||
|
Increase
(Decrease) in Accrued Expenses
|
(7,756 | ) | 7,178 | 6,047 | ||||||||
|
Total
adjustments to net income
|
163 | 187,712 | 409,850 | |||||||||
|
Net
cash provided by (used in) operating activities
|
(26,491 | ) | (82,714 | ) | (111,642 | ) | ||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
|
None
|
- | - | - | |||||||||
|
Net
cash flows provided by (used in) investing activities
|
- | - | - | |||||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Loan
proceeds
|
26,498 | 39,554 | 66,052 | |||||||||
|
Proceeds
from capital contributions
|
- | - | 100 | |||||||||
|
Proceeds
from stock issuance
|
- | 45,500 | ||||||||||
|
Net
cash flows provided by (used in) financing activities
|
26,498 | 39,554 | 111,652 | |||||||||
|
CASH
RECONCILIATION
|
||||||||||||
|
Net
increase (decrease) in cash
|
7 | (43,160 | ) | 10 | ||||||||
|
Cash
- beginning balance
|
3 | 43,163 | - | |||||||||
|
CASH
BALANCE - END OF PERIOD
|
$ | 10 | $ | 3 | $ | 10 | ||||||
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:
|
|
-
|
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
January 2, 2009, the Company issued 1,125,000 shares of common stock as
compensation to an officer of the Company for a value of $180,000 or $0.16 per
share. (note 8)
From
inception to January 31, 2010, a related party has also loaned the Company money
in the form of loans payable totaling in $66,052. 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.
F-8
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.
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.
On
January 2, 2009, the Company issued 1,125,000 shares of common stock as
compensation to an officer of the Company for a value of $180,000 or $0.16 per
share.
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 5,750,000 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 $521,492 that will expire 20
years after the years generated. The loss generated for the year
2005, 2006, 2007, 2008, and 2009 was $2,225, $17,250, $204,937, $270,426, and
$26,654, 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.
F-10
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 $78,224 from inception through January 31,
2010.
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 January 31, 2010 are as
follows:
|
Deferred
tax assets:
|
||||
|
Federal
net operating loss
|
$ | 78,224 | ||
|
Total
Deferred Tax Asset
|
78,224 | |||
|
Less
valuation allowance
|
(78,224 | ) | ||
| 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. Subsequent
Events:
On
February 5, 2010, the Company issued 4,000,000 shares of common stock as
compensation to an officer of the Company for a value of $640,000 or $0.16 per
share.
F-11