Umatrin Holding Ltd - Quarter Report: 2014 July (Form 10-Q)

gooo_10q.htm

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, 2014

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

	For the transition period from ___________ to ___________

Commission file number: 333-153261

GOLDEN OPPORTUNITIES CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE		87-0814235
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

520 S. Snowmass Circle, Superior, Colorado, 80027

(Address of Principal Executive Offices) (Zip Code)

(303) 494-5889

(Registrant’s Telephone Number including area code)

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 ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The number of shares outstanding of the Registrant’s common stock as of August 25, 2014 was 33,570,000 shares of common stock.

GOLDEN OPPORTUNITIES CORPORATION

FORM 10-Q

July 31, 2014

TABLE OF CONTENTS

PART I— FINANCIAL INFORMATION

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18

PART II— OTHER INFORMATION

Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20

SIGNATURES		21

PART 1 - FINANCIAL INFORMATION

GOLDEN OPPORTUNITIES CORPORATION

CONDENSED BALANCE SHEETS

	As of July 31, 2014			As of January 31, 2014
	(unaudited)			(audited)
ASSETS
Current Assets
Cash	$	23		$	91
Total Current Assets		23			91

TOTAL ASSETS	$	23		$	91

LIABILITIES & SHAREHOLDER’S EQUITY (DEFICIT)
Current Liabilities
Accrued expenses		875			1,540
Loans-Related Party		12,800			7,500
Total Current Liabilities		13,675			9,040

Convertible note payable-Related party		164,994			164,994
TOTAL LIABILITIES		178,669			174,034

COMMITMENTS AND CONTINGENCIES (Note 2)

Shareholders’ (Deficit)
Preferred stock ($.001 par value, 50,000,000 shares authorized; none issued and outstanding)		—			—
Common stock ($.001 par value, 100,000,000 shares authorized, 33,570,000 shares issued and outstanding at July 31, 2014 and January 31, 2014)		33,570			33,570
Additional paid in capital		1,926,091			1,892,024
Accumulated deficit		(2,138,307	)		(2,099,537	)

Total Shareholder (Deficit)		(178,646)			(173,943	)

TOTAL LIABILITIES & SHAREHOLDER’S (DEFICIT)	$	23		$	91

See Accompanying Notes to Unaudited Condensed Financial Statements

GOLDEN OPPORTUNITIES CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended July 31, 2014			Three Months Ended July 31, 2013			Six Months Ended July 31, 2014			Six Months Ended July 31, 2013

Compensation Costs	$	15,865			17,511			31,212			30,940
Share-based Expenses	$	—			—			—			—
General and Administrative		15			4,428			15			8,732
Professional fees		1,976			1,600			4,688			4,352
Interest Expense		1,451			1,203			2,855			2,350

Total General & Administrative Expenses		19,307			24,742			38,770			46,374

Net Loss	$	(19,307	)		(24,742	)		(38,770	)		(46,374	)

Basic and Diluted Loss Per Share	$	(0.00	)					(0.00	)
Weighted average number of common shares outstanding		20,000,000						20,000,000

See Accompanying Notes to Unaudited Condensed Financial Statements

GOLDEN OPPORTUNITIES CORPORATION

STATEMENTS OF SHAREHOLDERS' (DEFICIT)

For the Period from February 2, 2005 through July 31, 2014

					Additional					Total
	Common Stock				Paid-in		Accumulated			Shareholders'
	Shares		Amount		Deficit		Deficit			Deficit
Shares issued at inception		100,000	$	100	$	100	$	-		$	200
Net Loss								(2,225	)		(2,225	)

Balance, January 31, 2006		100,000		100		100		(2,225	)		(2,025	)

Shares issued on acceptance of expenses paid on July 30, 2006		275,000		275		2,475		-			2,750
Shares issued on acceptance of expenses paid on August 15, 2006		1,250,000		1,250		11,250		-			12,500
Net Loss								(17,250	)		(17,250	)

Balance, January 31, 2007		1,625,000		1,625		13,725		(19,475	)		(4,125	)

Shares issued as compensation at $0.001 per share on November 1, 2007		20,000,000		20,000		180,000		-			200,000
Shares issued for cash at $0.025 per share during November 2007		1,780,000		1,780		42,720		-			44,500
Shares issued for cash at $0.025 per share on January 22, 2008		40,000		40		960		-			1,000
Net Loss								(204,937	)		(204,937	)

Balance, January 31, 2008		23,445,000		23,445		237,505		(224,412	)		36,538

Interest as in-kind contribution						534					534
Shares issued as compensation at $0.16 per share on January 2, 2009		1,125,000		1,125		178,875					180,000
Net Loss								(270,426	)		(270,426	)

Balance, January 31, 2009		24,570,000		24,570		416,914		(494,838	)		(53,354	)

Interest as in-kind contribution						1,644					1,644
Other expenses as in-kind contribution						6,275					6,275
Net Loss								(26,654	)		(26,654	)

Balance, January 31, 2010		24,570,000		24,570		424,833		(521,492	)		(72,089	)

Interest as in-kind contribution						2,358					2,358
Shares issued as compensation at $0.16 per share on February 5, 2010		4,000,000		4,000		636,000					640,000
Net Loss								(669,200	)		(669,200	)

Balance, January 31, 2011		28,570,000		28,570		1,063,191		(1,190,692	)		(98,931	)

Interest as in-kind contribution						2,895					2,895
Shares issued as compensation at $0.10 per share on June 30, 2011		5,000,000		5,000		495,000					500,000
Stock options issued as compensation at 0.10 per share on July 30, 2011						31,933					31,933
Net Loss								(562,448	)		(562,448	)

Balance, January 31, 2012		33,570,000		33,570		1,593,019		(1,753,140	)		(126,551	)

Interest as in-kind contribution						3,780					3,780
Stock options expense						63,132					63,132
Net Loss								(92,555	)		(92,555	)

Balance, January 31, 2013		33,570,000		33,570		1,659,931		(1,845,695	)		(152,194	)

Interest as in-kind contribution						4,207					4,207
Stock options expense						62,892					62,892
Beneficial conversion						164,994					164,994
Net Loss								(253,842	)		(253,842	)

Balance, January 31, 2014		33,570,000	$	33,570	$	1,892,024	$	(2,099,537	)	$	(173,943	)

Interest as in-kind contribution						2,855					2,855
Stock options expense						31,212					31,212
Net loss								(38,770	)		(38,770	)

Balance, July 31, 2014 (unaudited)		33,570,000	$	33,570	$	1,926,091	$	(2,138,307	)	$	(178,646	)

See Accompanying Notes to Unaudited Condensed Financial Statements

GOLDEN OPPORTUNITIES CORPORATION

STATEMENTS OF CASH FLOWS

(unaudited)

	Six months Ended			Six months Ended
	July 31, 2014			July 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(38,770	)		$	(46,374	)
Adjustments to reconcile net loss to net cash used in operating activities:

Interest contribution		2,855				2,350
Other expenses contribution		-				-
Stock issued for acceptance of expenses paid		-				-
Stock issued as compensation		-				-
Stock issued for services rendered		-				-
Stock options issued for compensation		31,212				30,940
Beneficial conversion expense		-				-
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(665	)			100
Shareholder advances		5,300				13,025
Convertible notes payable-Related party

Net cash (used by) provided by operating activities		(68	)			41

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash flows provided by (used in) investing activities		-				-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - stockholder		-				-
Proceeds from sale of common shares		-				-
Net cash flows provided by financing activities		-				-

NET CHANGE IN CASH		(68	)			41

CASH BALANCE AT BEGINNING OF PERIOD		91				50

CASH BALANCE AT END OF PERIOD	$	23			$	91

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-			$	-
Income taxes paid	$	-			$	-

NON-CASH DISCLOSURE:
Shareholder advances converted to convertible note	$	-			$	-

See Accompanying Notes to Unaudited Condensed Financial Statements

Golden Opportunities Corporation

NOTES TO FINANCIAL STATEMENTS

July 31, 2014

(Unaudited)

NOTE 1 – ORGANIZATION

Golden Opportunities Corporation (the “Company”), formally known as 51147, Inc. was incorporated in the state of Delaware on February 2, 2005. The Company was originally incorporated in order to locate and negotiate with a targeted 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 to become 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 in an effort to expand into Asia’s emerging markets.

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; and,
	-	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 Asian 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.

We have not generated any operating revenue and have a negative cash flow from operations. We expect to generate operating losses during some or all of our planned development stage. These factors raise 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”).

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended January 31, 2014 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the “SEC”).

The results of operations for the six month period ended July 31, 2014 are not necessarily indicative of the results for the full fiscal year ending January 31, 2015.

Use of estimates

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

Fiscal year end

The Company upon its formation elected January 31 as its fiscal year.

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents were $23 and $91 at July 31 and January 31, 2014, respectively.

Cash flows reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

Commitments and contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies at July 31and January 31, 2014.

Fair value of financial instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of July 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Deferred Income taxes and valuation allowance

We follow ASC 740, Income Taxes. We record deferred tax assets and liabilities for future income tax consequences that are attributable to differences between financial statement carrying amounts of assets and liabilities and their income tax bases. The measurement of deferred tax assets and liabilities is based on enacted tax rates that are expected to apply to taxable income in the year when settlement or recovery of those temporary differences is expected to occur. We recognize the effect on deferred tax assets and liabilities of any change in income tax rates in the period that includes the enactment date. We record a valuation allowance to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that the relevant taxing authority that has full knowledge of all relevant information will examine each uncertain tax position. Although we believe the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals.

There were no recognized deferred tax assets or liabilities at July 31 or January 31, 2014.

Earnings (Loss) per share

The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.

The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the period from February 2, 2005 (inception) through July 31, 2014 as they were anti-dilutive.

	Number of potentially outstanding dilutive shares
	For the Period from February 2, 2005 (inception) through July 31, 2014

Stock options issued on July 30, 2011 to the officer of the Company with an exercise price of $0.10 per share expiring (8) years from the date of issuance		8,000,000

Total potentially outstanding dilutive shares		8,000,000

Related parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. See Note 4, Related Party Transactions.

Share-based expense

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instruments issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

The fair value of share options or similar instrument awards is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. The Company will use historical data to estimate employee termination behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a thinly traded public entity.

·	Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

·	Expected dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option.

·	Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity –based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

Share-based expense for the periods ended July 31 and January 31, 2014 was $0.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award’s grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods. Early adoption is permitted. Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore, there is no anticipation of any effect to the consolidated financial statements.

In June 2014, the FAAB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities and also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). As objectives of the amendments in this Update is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities the early adoption of this guidance has not impacted our financial position or results of operations.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company has earned no revenues and at July 31, 2014 had accumulated a deficit of $2,138,307. The Company had a current period net loss of $38,770 and cash used in operations of $68.

While the Company is attempting to commence operations and produce revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – RELATED PARTY TRANSACTIONS

Shareholder Loans Payable

From inception to July 31, 2014, the Company’s sole officer/principal owner has loaned the Company $177, 794. Loans were created as demand notes with no stated interest. The Company periodically imputes a nominal percentage of interest, which is accounted for as contributions to paid-in-capital. In September 2013 a portion of loans payable were restructured into convertible notes payable.

Shareholder loans payable totalled $12,800 and $151,969 at July 31 and January 31, 2014, respectively.

Convertible Notes Payable

On September 15, 2013, $164,994 of related party loans payable to the Company’s sole officer/principal owner were re-structured into two notes in equal amounts of $82,497, convertible into the Company’s common stock at rates of $0.005 and $0.01 per share respectively. They are payable on demand, bear no interest, have a maturity date of September 15, 2023, and are convertible at the sole request of the holder/related party.

Based on the intrinsic value of the conversion feature, the Company determined that there was a beneficial conversion feature associated with two notes payable. As a result of the beneficial conversion feature exceeding the proceeds received from the promissory notes, management discounted the notes 100% and will amortize this discount over the 10-year lives of the notes

During the years ended January 31, 2014 and 2013, amortization of the beneficial conversion feature was $164,994 and $0, respectively. As of July 31, 2014, there was no remaining unamortized discount on notes.

Convertible notes payable totalled $164,994 at July 31 and January 31, 2014.

Equity – Common Stock

In 2005, the Company issued 100,000 shares, at $0.001 per share and totalling $200, to an officer of the company in exchange for expenses paid on behalf of the Company.

On July 30, 2006, the Company issued 275,000 shares, at $0.01 per share and totalling $2,750, to an officer of the company in in exchange for expenses paid on behalf of the Company.

On August 15, 2006, the Company issued 1,250,000 shares, at $0.01 per share and totalling $12,500, to an officer of the company in in exchange for expenses paid on behalf of the Company.

On November 1, 2007, the Company issued 3,000,000 shares, at $0.01 per share and totalling $30,000, to an officer of the company for compensation.

On November 1, 2007, the Company issued 700,000 shares, at $0.01 per share and totalling $7,000, to a related party in exchange for services rendered.

On November 1, 2007, the Company issued 16,300,000 shares, at $0.01 per share and totalling $163,000, as compensation to an officer of the Company.

On January 2, 2009, the Company issued 1,125,000 shares, at $0.16 per share and totalling $180,000 as compensation to an officer of the Company.

On February 5, 2010, the Company issued 4,000,000 shares, at $0.16 per share and totalling $640,000, as compensation to an officer of the Company.

On June 30, 2011, the Company issued 5,000,000 shares, at $0.10 per share and totalling $500,000, as compensation to an officer of the Company.

Equity – Options

In 2011 the Company issued an option to purchase 8,000,000 common shares at $0.10 per share and having no value on the date of grant, to an officer of the company for compensation. See Note 5, Stockholders’ Equity – Options.

Summary of Compensation Expense-Options

Date	Projected Fair Value on Date of Grant		Expense Reported		Expense projected	True-up Amount			Cumulative Reported Expense		Unrecognized Compensation		Weighted Average Period to Recognize Unrecognized Compensation Years

7/30/2011		504,024										504,024		7.0
1/31/2012				16,053						31,933		472,091		6.5
1/31/2013				61,132			(43	)		95,065		408,959		5.5
1/31/2014				62,891			43			157,957		346,068		4.5
7/31/2014				31,212						189,169		314,855		4.0

Other

The Company has been provided office space by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

NOTE 5 – STOCKHOLDERS’ EQUITY

Preferred stock

Preferred stock totals 50,000,000 shares authorized at a par value of $0.001, of which none are issued or outstanding.

Common stock

Equity –Common Stock

On February 2, 2005, the Company issued 100,000 shares, at $0.001 per share and totalling $200, to its President in exchange for incorporation expenses paid on behalf of the Company.

On June 30, 2006, the Company issued 275,000 shares, at $0.01 per share and totalling $2,750, to its President in exchange for general and administrative expenses paid on behalf of the Company.

On August 15, 2006, the Company issued 1,250,000 shares, at $0.01 per share and totalling $12,500, to its President in exchange for general and administrative expenses paid on behalf of the Company.

On November 1, 2007, the Company issued 19,300,000 shares, at $0.01 per share and totalling $193,000, as compensation to an officer of the Company.

On November 1, 2007, the Company issued 700,000 shares at $0.01 per share, and totalling $7,000, to a related party in exchange for services rendered.

On January 2, 2009, the Company issued 1,125,000 shares, at $0.16 per share and totalling $180,000, as compensation to an officer of the Company.

On February 5, 2010, the Company issued 4,000,000 shares, at $0.16 per share and totalling $640,000, as compensation to an officer of the Company.

On June 30, 2011, the Company issued 5,000,000 shares, at $0.10 per share and totalling $500,000 as compensation to an officer of the Company.

Stock options

On July 30, 2011, the Company issued an option to purchase 8,000,000 common shares to an officer of the Company in consideration for services at $0.10 per share valued at nil on the date of grant as compensation.

The fair value of the option grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following weighted-average assumptions:

	July 30, 2011

Expected option life (year)		8

Expected volatility		58.62	%*

Expected dividends		0.00	%

Risk-free rate(s)		2.32	%

* As a thinly traded public entity, it is not practicable for it to estimate the expected volatility of its share price. The Company selected two (2) comparable companies to calculate the expected volatility. The Company calculated two (2) comparable companies’ historical volatility over the expect life of the share options of eight (8) years and averaged the two (2) comparable companies’ historical volatility as its expected volatility.

The fair value of the stock options issued on July 30, 2011 using the Black-Scholes Option Pricing Model was $504,024 at the date of grant. For the periods ended July 31, 2014 and 2013, $31,212 and $31,294, respectively, was recognized as compensation cost for stock options issued.

The table below summarizes the Company’s stock option activities through July 31, 2014:

	Number of Option Shares		Exercise Price Range Per Share		Weighted Average Exercise Price		Fair Value at Date of Grant		Aggregate Intrinsic Value

Balance, February 1, 2013		8,000,000	$	0.10	$	0.10	$	504,024	$	-

Granted		-		-		-				-

Canceled		-		-		-				-

Exercised		-		-		-				-

Expired		-		-		-				-

Balance, January 31, 2014		8,000,000	$	0.10	$	0.10	$	504,024	$	-

Vested and exercisable, July 31, 2014		2,000,000	$	0.10	$	0.10		-	$	-

Unvested, July 31, 2014		6,000,000	$	0.10	$	0.10		-	$	-

NOTE 6 – INCOME TAXES

The Company has a net operating loss carry-forward for financial statement and federal income tax purposes of $2,138,307 that will begin expiring in 2025.

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.

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 April 30, 2014 are as follows:

Deferred tax assets:

Federal net operating loss	$	2,138,307
Total Deferred Tax Asset		320,746
Less valuation allowance		(320,746	)

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	%

NOTE 7 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q may contain “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the Company’s market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “continue” and variations of these words or comparable words. Forward-looking statements inherently involve risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to the risks described below under “Risk Factors” in Part II, Item 1A.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Critical Accounting Policies

We prepare our condensed financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Annual Report on Form 10-K.

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 active companies in the marketing or financial public relations market such with plans to assist our clients with 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.

The world-wide impact of the economic recession of 2009 and continuing through the present time has delayed the full execution of our business plan. However, we continue to seek out the best potential opportunity for the shareholders. 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 the 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;
·	Execution of investor relations campaigns;
·	Formulation of media promotion strategy;
·		Road show organization;
·		Formulation of contingency solutions; and,
·		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

Three months ended July 31, 2014 and 2013

The Company did not have any operating income for the three-month periods ending July 31, 2014 and 2013. For the three months ended July 31, 2014, the company had a net loss of $19,307 compared to a net loss of $24,742 for the three month period ending July 31, 2013. The decrease in expense is primarily attributable to a decrease in travel expense.

Six months ended July 31, 2014 and 2013

The Company did not have any operating income for the six-month periods ending July 31, 2014 and 2013. For the six months ended July 31, 2014, the company had a net loss of $38,770 compared to a net loss of $46,374 for the six month period ending July 31, 2013. The decrease in expense is primarily attributable to a decrease in travel expense.

Liquidity and Capital Resources

At the end of both July 31, 2104 and 2013, cash totaled $23 and $91, respectively. For the six months ended July 31, 2014 and 2013 non-cash expenses comprised approximately 88% and 72% of our net losses, respectively. Other operating expenses are funded through shareholder advances.

We have no known demands or commitments and are not aware of any events or uncertainties as of July 31, 2014 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

We had no material commitments for capital expenditures as of July 31, 2014 and 2013.

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 RISK

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures: The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15 (f) and 15d-15(f)) as of July 31, 2014, have concluded that as of such date the Company’s disclosure controls and procedures were not adequate nor effective toward ensuring that material information relating to the Company would be made known to such officers on a timely basis.

Changes in internal control over financial reporting: There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended July 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

No applicable for smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Principal Accounting Officer

32.1		Section 1350 Certifications of Chief Executive Officer and Principal Accounting Officer

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

_______________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements 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.

	GOLDEN OPPORTUNITIES CORPORATION

Date: August 25, 2014	By:	/s/ Michael A. Zahorik
		Michael A. Zahorik
		Chief Executive Officer, Chief Financial Officer & Director