Attached files
file | filename |
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EX-3.2 - Staffing 360 Solutions, Inc. | ex3_2.htm |
EX-3.1 - Staffing 360 Solutions, Inc. | ex3_1.htm |
EX-5.1 - Staffing 360 Solutions, Inc. | ex5_1.htm |
EX-23.1 - Staffing 360 Solutions, Inc. | ex23_1.htm |
EX-99.1 CHARTER - Staffing 360 Solutions, Inc. | ex99_1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
GOLDEN
FORK CORPORATION
|
|
(Exact
name of registrant as specified in its
charter))
|
Nevada
|
7350
|
68-0680859
|
(State
or other jurisdiction of
organization)
|
(Primary
Standard Industrial
Classification
Code)
|
(IRS
Employer Identification #)
|
8
Hermitage Way, Meadowridge
Constantia,
7806 Western Cape, RSA
Tel.
01127820605069
(Address,
including zip code, and telephone number,
including
area code, of registrants principal executive offices)
BizFilings
8040
Excelsior Dr. Suite 200
Madison,
WI 53717
(608)
836-3974
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
with a
copy to:
JPF
Securities Law, LLC
19720
Jetton Road, Suite 300
Cornelius,
NC 28031
704-897-8334
APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon
as practicable after the effective date of this Registration
Statement.
If any of
the securities being registered on the Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the
following box: x
If this
Form is filed to register additional common stock for an offering under Rule
462(b) of the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed under Rule 462(c) of the Securities
Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
o
If this
Form is a post-effective amendment filed under Rule 462(d) of the Securities
Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
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. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
Accelerated
Filer o
Non-accelerated
Filer o (Do not check if a
smaller reporting company)
Accelerated
Filer
o
Smaller
reporting
company x
1
CALCULATION
OF REGISTRATION FEE
Securities
to be
|
Amount
To Be
|
Offering
Price
|
Aggregate
|
Registration
Fee
|
|||||||||
Registered
|
Registered
|
Per
Share
|
Offering
Price
|
[1]
|
|||||||||
Common
Stock:
|
2,000,000
|
0.05
|
$
|
100,000
|
$
|
7.13
|
[1] Estimated
solely for the purpose of calculating the registration fee required by
Section 6(B) of the Securities Act and computed pursuant to Rule 457(o)
under the Securities Act. No exchange or over the counter market exists for our
common stock. Our offering price per share was arbitrarily determined in order
for us to raise a minimum of $25,000 and a maximum of $100,000.
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
2
SUBJECT
TO COMPLETION, DATED AUGUST 24, 2010
PROSPECTUS
GOLDEN
FORK CORPORATION
Shares
of Common Stock
500,000
Minimum - 2,000,000 Maximum
Before
this offering, there has been no public market for our common stock. In the
event that we sell at least the minimum number of shares in this offering, of
which there is no assurance, we intend to have our shares of common stock quoted
on the Over the Counter Bulletin Board operated by the Financial Industry
Regulatory Authority. There is no assurance that our shares will ever be quoted
on the Over the Counter Bulletin Board.
We are
offering a minimum of 500,000 up to a maximum of 2,000,000 shares of our common
stock in a direct public offering, without any involvement of underwriters or
broker-dealers. The offering price is $0.05 per share. In the event that 500,000
shares are not sold within 270 days, all money received by us will be promptly
returned to you without interest or deduction of any kind.
Please be
advised, future actions by creditors in the subscription period could preclude
or delay us in refunding your money. If at least 500,000 shares are sold within
270 days, all money received will be retained by us and there will be no refund.
Funds will be held in a separate corporate bank account. Sold securities are
deemed securities which have been paid for with collected funds prior to
expiration of 270 days. Collected funds are deemed funds that have been paid by
the drawee bank. The foregoing account is not an escrow, trust or similar
account. It is merely a separate account under our control where we have
segregated your funds. As a result, creditors could attach the
funds.
There is
no minimum purchase requirement and there are no arrangements to place the funds
in an escrow, trust, or similar account.
Our
common stock will be sold on our behalf by Alida Heyer, our sole officer and
director. Ms. Heyer will not receive any commissions or proceeds from the
offering for selling shares on our behalf.
Investing
in our common stock involves risks. See “Risk Factors” starting at page
8
Offering
Price
|
Expenses
|
Proceeds
to Us
|
||||||||||
Per
Share - Minimum
|
$ | 0.05 | $ | 0.02 | $ | 0.03 | ||||||
Per
Share - Maximum
|
$ | 0.05 | $ | 0.005 | $ | 0.045 | ||||||
Minimum
|
$ | 25,000 | $ | 10,000 | $ | 15,000 | ||||||
Maximum
|
$ | 100,000 | $ | 10,000 | $ | 90,000 |
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF
THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date
of this prospectus is August 24, 2010.
3
TABLE
OF CONTENTS
Prospectus
Summary
|
5 | |||
Summary
Financial Data
|
5 | |||
Risk
Factors
|
6 | |||
Forward-Looking
Statements
|
7 | |||
Use
of Proceeds
|
8 | |||
Determination
of Offering Price
|
8 | |||
Dilution
|
9 | |||
Selling
Security Holders
|
9 | |||
Plan
of Distribution
|
10 | |||
Description
of Capital Stock
|
11 | |||
Interest
of Named Experts and Counsel
|
12 | |||
Description
of Business
|
12 | |||
Description
of Property
|
13 | |||
Legal
Proceedings
|
13 | |||
Market
for Common Equity and Related Stockholder Matters
|
13 | |||
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
13 | |||
Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure
|
15 | |||
Management
|
15 | |||
Executive
Compensation
|
15 | |||
Security
Ownership of Certain Beneficial Owners and Management
|
16 | |||
Certain
Relationships and Related Transactions
|
16 | |||
Disclosure
of Commission Position of Indemnification for Securities Act
Liabilities
|
16 | |||
Where
You Can Find More Information
|
17 | |||
Transfer
Agent
|
17 | |||
Index
to the Audited Financial Statements
|
17 | |||
4
This
summary highlights important information about our company and business. Because
it is a summary, it may not contain all of the information that is important to
you. To understand this offering fully, you should read this entire prospectus
and the financial statements and related notes included in this prospectus
carefully, including the “Risk Factors” section. Unless the context requires
otherwise, “we,” “us,” “our”, “ and the “company” and similar terms refer to
Golden Fork Corporation, while the term “Golden Fork” refers to Golden Fork in
its corporate capacity.
Our
Business
We were
incorporated on December 22, 2009 in the State of Nevada. We are a development
stage company. We do not have any revenues or substantial operations, and we
have no assets and have incurred losses since inception. We intend to open a
catering business based in South Africa that will provide catering services to
customers in our targeted market.
We have
been issued a going concern opinion and rely upon the sale of our securities and
loans from our officer and director to fund operations.
About
Us
Our
administrative office is located at 8 Hermitage Way, Meadowridge, Constantia,
7806 Western Cape, RSA. Our fiscal year end is May 31.
Management
or affiliates thereof will not purchase shares in this offering in order to
reach the minimum.
Our
common stock is not listed on any exchange or quoted on any similar quotation
service, and there is currently no public market for our common stock. Upon
effectiveness of our registration statement, management plans to apply to enable
our common stock to be quoted on the OTC Bulletin Board.
The
Offering
Following
is a brief summary of this offering:
Securities
being offered:
|
A
minimum of 500,000 shares of common stock and a maximum of 2,000,000
shares of common stock, par value $0.00001.
|
|
Offering
price per share:
|
$0.05
|
|
Offering
period:
|
Our
shares are being offered for a period not to exceed 270
days.
|
|
Net
proceeds to us:
|
Approximately
$15,000, assuming the minimum numbers of shares are sold. Approximately
$90,000, assuming the maximum number of shares is sold.
|
|
Use
of proceeds:
|
We
will use the proceeds to pay for offering expenses, the implementation of
our business plan, and for working capital purposes.
|
|
Number
of shares outstanding before the offering:
|
2,000,000
shares
|
|
Number
of shares outstanding after the offering if all of the shares are
sold:
|
4,000,000
shares
|
This
prospectus relates to the sale of a minimum of 500,000 shares of common stock
and a maximum of 2,000,000 shares of common stock, par value
$0.00001.
We agreed
to file a registration statement with the Commission in order to register the
resale of the common shares issued to the selling security
holders.
As of
August 24, 2010 we had 2,000,000 shares of common stock outstanding and one
stockholder. The number of shares registered under this prospectus would
represent approximately between 20% and 50% of the total common stock
outstanding, based on the amount of shares actually sold. The number of shares
ultimately offered for sale by the selling security holders is dependent on
whether, and to what extent, such holders decide to sell their
shares.
We will
not commence seeking a market for our common stock until the registration
statements have cleared all comments from the Securities and Exchange
Commission. Management intends to request a market maker to file a Form 211
to be approved for quotation on the OTCBB. The Company is not permitted to file
a Form 211 with the OTCBB as only Market Makers may apply to the OTCBB for the
issuer to get approval to quote the security.
There
currently is no trading market for our common stock. The Company has not applied
for a listing on any exchanges including Pinksheets.com. Shares registered in
this prospectus may not be sold until it is declared effective. The common
shares offered under this prospectus may not be sold by the selling security
holders, except in negotiated transactions with a broker-dealer or market maker
as principal or agent, or in privately negotiated transactions not involving a
broker or dealer. Information regarding the selling security holders, the common
shares they are offering to sell under this prospectus and the times and manner
in which they may offer and sell those shares is provided in the sections of
this prospectus captioned “Selling Security Holders” and “Plan of
Distribution.”
Selected
Financial Data
The
following selected financial data have been derived from the Company’s financial
statements which have been audited by M&K CPAS, PLLC, an independent
registered public accounting firm. The summary financial data as of May 31, 2010
are derived from our audited financial statements, which are included elsewhere
in this prospectus. The following data should be read in conjunction with
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in this Prospectus and the Financial Statements and notes thereto
included in this Prospectus.
As shown
in the accompanying audited financial statements, the Company has suffered a
loss from operations to date. It has experienced a loss of $7,129 since
inception and has a negative working of capital. These factors raise substantial
doubt about the Company’s ability to continue as a going concern.
Financial
Summary Information
Because
this is only a financial summary, it does not contain all the financial
information that may be important to you. It should be read in conjunction with
the financial statements and related notes presented in this
section.
As
of May 31, 2010
(audited)
|
||||
Balance
Sheet
|
||||
Total
Assets
|
$
|
-
|
||
Total
Liabilities
|
$
|
4,129
|
||
Stockholders’
Deficit
|
$
|
(4,129
|
)
|
December
22, 2009
(Inception)
to
May
31, 2010
(audited)
|
||||
Income
Statement
|
||||
Revenue
|
$
|
0
|
||
Total
Expenses
|
$
|
7,129
|
||
Net
Loss
|
$
|
(7,129
|
)
|
5
RISK
FACTORS
We
are subject to various risks that may materially harm our business, financial
condition and results of operations. You should carefully consider the risks and
uncertainties described below and the other information in this filing before
deciding to purchase our common stock. If any of these risks or uncertainties
actually occurs, our business, financial condition or operating results could be
materially harmed. In that case, the trading price of our common stock could
decline and you could lose all or part of your investment.
Risks
associated with Golden Fork Corporation.
Because
our auditors have issued a going concern opinion, there is substantial
uncertainty that we will continue operations in which case you could lose your
investment.
Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. The financial statements do not include any adjustments that
might result from the uncertainty about our ability to continue in business. As
such we may have to cease operations and you could lose your
investment.
We
lack an operating history and have losses that we expect to continue into the
future. There is no assurance our future operations will result in profitable
revenues. If we cannot generate sufficient revenues to operate profitably, we
will cease operations and you will lose your investment.
We were
incorporated in December 2009 and have yet to start our proposed business
operations and have yet to realize any revenues. We have no operating history
upon which an evaluation of our future success or failure can be made. Our net
loss since inception is $7,129, of which $1,500 is for office rent, $1,500 is
for consulting fees, $1,129 is for general and administrative, and $3,000 is for
legal and accounting.
Our ability to achieve and maintain
profitability and positive cash flow is dependent upon:
• |
completion
of this offering;
|
||
• |
our
ability to attract customers who will buy our services from us;
and
|
||
• |
our
ability to generate revenues through the sale of our
services.
|
Based
upon current plans, we expect to incur operating losses in future periods since
we will be incurring expenses and not generating revenues. We cannot guarantee
that we will be successful in generating revenues in the future. Failure to
generate revenues will cause you to lose your investment.
We were
formed in 2009 and have a limited operating history. An investor in
our common stock must consider the risks and difficulties frequently encountered
by early stage companies in new and rapidly evolving markets. We
expect our operating expenses to increase significantly, especially in the areas
of development, marketing and promotion. As a result we will need to
increase our revenue to remain profitable. If our revenue does not
grow as expected or increases in our expenses are not in line with forecasts,
there could be a material adverse effect on our business, results of operations
and financial condition.
If we do not
attract customers, we will not make a profit, which ultimately will result in a
cessation of operations.
As of
this filing, we have no customers. We have identified potential customers but we
cannot guarantee we ever will have any customers. Even if we obtain customers,
there is no guarantee that we will generate a profit. If we cannot generate a
profit, there could be a material adverse effect on our business, results of
operations and financial condition.
We
are solely dependent upon the funds to be raised in this offering to implement
our business plan, the proceeds of which may be insufficient to achieve
revenues. If we need additional funds and are unable to raise them we will have
to terminate our operations.
We have
not yet started implementing our full business plan. We will use the proceeds
from this offering to start our operations. If the minimum of $30,000 is raised,
this amount will enable us, after paying the expenses of this offering, to
operate for one year. If we need additional funds and are unable to raise the
money, we will have to cease operations.
If
we do not make a profit, we may have to suspend or cease
operations.
Since we
are small company and do not have much capital, we must limit marketing our
services. The sale of services is how we will initially generate revenues.
Because we will be limiting our marketing activities, we may not be able to
attract enough customers to operate profitably. If we cannot operate profitably,
there could be a material adverse effect on our business, results of operations
and financial condition.
If
we lose the services of our key employee, our business could
suffer.
Our
success is dependent on the personal efforts of Ms. Heyer, our sole officer and
director. Although we currently do not have “key-man” insurance, we
plan to obtain "key-man" insurance on her life in the amount of $1,000,000; the
loss of Ms. Heyer’s services could have a material adverse effect on our
business and prospects.
Because
our sole officer and director will only be devoting limited time to our
operations, our operations may be sporadic which may result in periodic
interruptions or suspensions of operations. This activity could prevent us from
attracting customers and result in a lack of revenues that may cause us to
suspend or cease operations.
Our sole
officer and director, Ms. Heyer, will only be devoting limited time to our
operations. Ms. Heyer will be devoting approximately 30 hours per week of her
time to our operations. Our operations may be sporadic and occur at times which
are convenient to her. As a result, operations may be periodically interrupted
or suspended which could result in a lack of revenues and a possible cessation
of operations.
Because
we have only one officer and director, who lacks formal training in financial
accounting and management and who is responsible for our managerial and
organizational structure, in the future, there may not be effective disclosure
and accounting controls to comply with applicable laws and regulations which
could result in fines, penalties and assessments against us.
We have
only one officer and director. She lacks formal training in financial accounting
and management; however, she is responsible for our managerial and
organizational structure which will include preparation of disclosure and
accounting controls under the Sarbanes Oxley Act of 2002. When the disclosure
and accounting controls referred to above are implemented, she will be
responsible for the administration of them. Should she not have sufficient
experience, she may be incapable of creating and implementing the controls which
may cause us to be subject to sanctions and fines by the Securities and Exchange
Commission, which ultimately could cause you to lose your investment. However,
because of the small size of our expected operations, we believe that she will
be able to monitor the controls she will have created and strive for accuracy in
assembling and providing information to investors.
Because our sole
officer and director does not have prior experience in financial accounting and
the preparation of reports under the Securities Exchange Act of 1934, we may
have to hire individuals which could result in additional expenses which could
have a material adverse effect on our business, results of operations and
financial condition.
Because
our sole officer and director does not have prior experience in financial
accounting and the preparation of reports under the Securities Act of 1934, we
may have to hire additional experienced personnel to assist us with the
preparation thereof. The hiring of additional experienced personnel will result
in additional expenses which could have a material adverse effect on our
business, results of operations and financial condition.
6
Risks
associated with this offering:
Because
we do not have an escrow or trust account for your subscription, if we file for
bankruptcy protection, are forced into bankruptcy, or a creditor
obtains a judgment against us and attaches the subscription, you will lose your
investment.
Investor’s
funds will be placed in a separate bank account. Accordingly, if we file for
bankruptcy protection or a petition for involuntary bankruptcy is filed by
creditors against us, your funds will become part of the bankruptcy estate and
administered according to bankruptcy laws. If a creditor sues us and obtains a
judgment against us, the creditor could garnish the bank account and take
possession of the subscriptions. As such, if the minimum conditions of this
offering are not satisfied, it is possible that a creditor could attach your
subscription which could preclude or delay the return of money to you. If that
happens, you will lose your investment and your funds will be used to pay
creditors.
Certain
shareholders control a substantial portion of our outstanding common
stock.
Our sole
officer/director owns a significant portion of the outstanding shares of our
common stock. Specifically, Ms. Heyer will own 80% of our total
outstanding common stock if the minimum amount of the offering is sold and 50%
of our total outstanding common stock if the maximum amount of the offering is
sold. Accordingly, Ms. Heyer will be able to influence the election of our
directors and thereby influence or direct our policies.
Declining
economic conditions could negatively impact our business
Our
operations are affected by local, national and worldwide economic
conditions. Markets in the United States and elsewhere have been
experiencing extreme volatility and disruption for more than 12 months, due in
part to the financial stresses affecting the liquidity of the banking system and
the financial markets generally. In 2009, this volatility and
disruption has reached unprecedented levels. The consequences of a
potential or prolonged recession may include a lower level of economic activity
and uncertainty regarding energy prices and the capital and commodity markets.
While the ultimate outcome and impact of the current economic conditions cannot
be predicted, a lower level of economic activity might result in a decline in
energy consumption, which may adversely affect the price of oil, liquidity and
future growth. Instability in the financial markets, as a result of
recession or otherwise, also may affect the cost of capital and our ability to
raise capital.
Because there is no public trading
market for our common stock, you may not be able to resell your
stock.
There is
currently no public trading market for our common stock. Therefore there is no
central place, such as stock exchange or electronic trading system, to resell
your shares. If you want to resell your shares, you will have to locate a buyer
and negotiate your own sale.
We
do not intend to pay any dividend for the foreseeable future.
We do not
anticipate paying cash dividends in the foreseeable future. The
future payment of dividends is directly dependent upon our future earnings,
financial requirements and other factors to be determined by our board of
directors. We anticipate any earnings that may be generated from our
operations will be used to finance our growth and that cash dividends will not
be paid to shareholders.
Because
the Securities and Exchange Commission imposes additional sales practice
requirements on brokers who deal in our shares that are penny stocks, some
brokers may be unwilling to trade them. This means that you may have difficulty
reselling your shares and this may cause the price of our shares to
decline.
Our
shares would be classified as penny stocks and are covered by Section 15(g) of
the Securities Exchange Act of 1934 and the rules promulgated thereunder which
impose additional sales practice requirements on brokers/dealers who sell our
securities in this offering or in the aftermarket. For sales of our securities,
the broker/dealer must make a special suitability determination and receive from
you a written agreement prior to making a sale for you. Because of the
imposition of the foregoing additional sales practices, it is possible that
brokers will not want to make a market in our shares. This could prevent you
from reselling your shares and may cause the price of our shares to
decline.
FINRA
sales practice requirements may limit a stockholder’s ability to buy and sell
our stock.
FINRA has
adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer’s financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may have the effect of reducing the level
of trading activity and liquidity of our common stock. Further, many brokers
charge higher transactional fees for penny stock transactions. As a result,
fewer broker-dealers may be willing to make a market in our common stock, which
may limit your ability to buy and sell our stock and
SHOULD ONE OR MORE OF THE FOREGOING RISKS
OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE
INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE ANTICIPATED,
BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED.
This
Prospectus contains certain forward-looking statements regarding management’s
plans and objectives for future operations including plans and objectives
relating to our planned marketing efforts and future economic performance. The
forward-looking statements and associated risks set forth in this Prospectus
include or relate to, among other things, (a) our projected sales and
profitability, (b) our growth strategies, (c) anticipated trends in
our industry, (d) our ability to obtain and retain sufficient capital for
future operations, and (e) our anticipated needs for working capital. These
statements may be found under “Management’s Discussion and Analysis or Plan of
Operations” and “Business,” as well as in this Prospectus generally. Actual
events or results may differ materially from those discussed in forward-looking
statements as a result of various factors, including, without limitation, the
risks outlined under “Risk Factors” and matters described in this Prospectus
generally. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this Prospectus will in fact
occur.
The
forward-looking statements herein are based on current expectations that involve
a number of risks and uncertainties. Such forward-looking statements are based
on assumptions that we will be able to keep up with industry techniques and
standards, that there will be no material adverse competitive or technological
change in conditions in our business, that demand for our products will
significantly increase, that our sole officer will remain employed as such, that
our forecasts accurately anticipate market demand, and that there will be no
material adverse change in our operations or business or in governmental
regulations affecting us or our manufacturers and/or suppliers. The foregoing
assumptions are based on judgments with respect to, among other things, future
economic, competitive and market conditions, and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond our control. Accordingly, although we believe that the assumptions
underlying the forward-looking statements are reasonable, any such assumption
could prove to be inaccurate and therefore there can be no assurance that the
results contemplated in forward-looking statements will be realized. In
addition, as disclosed elsewhere in the “Risk Factors” section of this
prospectus, there are a number of other risks inherent in our business and
operations which could cause our operating results to vary markedly and
adversely from prior results or the results contemplated by the forward-looking
statements. Growth in absolute and relative amounts of cost of goods sold and
selling, general and administrative expenses or the occurrence of extraordinary
events could cause actual results to vary materially from the results
contemplated by the forward-looking statements. Management decisions, including
budgeting, are subjective in many respects and periodic revisions must be made
to reflect actual conditions and business developments, the impact of which may
cause us to alter marketing, capital investment and other expenditures, which
may also materially adversely affect our results of operations. In light of
significant uncertainties inherent in the forward-looking information included
in this prospectus, the inclusion of such information should not be regarded as
a representation by us or any other person that our objectives or plans will be
achieved.
Some of
the information in this prospectus contains forward-looking statements that
involve substantial risks and uncertainties. Any statement in this prospectus
and in the documents incorporated by reference into this prospectus that is not
a statement of an historical fact constitutes a “forward-looking statement”.
Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”,
“seek”, “estimate”, “internal”, and similar words, we intend to identify
statements and expressions that may be forward-looking statements. We
believe it is important to communicate certain of our expectations to our
investors. Forward-looking statements are not guarantees of future performance.
They involve risks, uncertainties and assumptions that could cause our future
results to differ materially from those expressed in any forward-looking
statements. Many factors are beyond our ability to control or predict. You are
accordingly cautioned not to place undue reliance on such forward-looking
statements. Important factors that may cause our actual results to differ from
such forward-looking statements include, but are not limited to, the risk
factors discussed below. Before you invest in our common stock, you should be
aware that the occurrence of any of the events described under “Risk Factors” in
this prospectus could have a material adverse effect on our business, financial
condition and results of operation. In such a case, the trading price of our
common stock could decline and you could lose all or part of your
investment.
With
respect to the sale of unregistered securities referenced above, all
transactions were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 (the “1933 Act”), and Regulation D promulgated under the
1933 Act. In each instance, the purchaser had access to sufficient information
regarding the Company so as to make an informed investment
decision.
7
USE
OF PROCEEDS
Our
offering is being made in a direct public offering, without any involvement of
underwriters or broker-dealers, on a 500,000 common shares minimum and 2,000,000
common shares maximum basis. The table below sets forth the use of proceeds if
500,000 common shares or 2,000,000 common shares of the offering are
sold.
500,000
|
2,000,000
|
||||||
Gross
proceeds
|
$
|
25,000
|
$
|
100,000
|
|||
Offering
expenses
|
$
|
10,000
|
$
|
10,000
|
|||
Net
proceeds
|
$
|
15,000
|
$
|
90,000
|
The net
proceeds will be used as follows:
500,000 | 2,000,000 | |||||||
Website
development
|
$ | 1,000 | $ | 2,000 | ||||
Repayment
of loan
|
$ | 1,129 | $ | 1,129 | ||||
Marketing
and advertising tools (i.e. business cards, menus, telephone,
website, computer)
|
$ | 1,000 | $ | 3,000 | ||||
$ | 1,000 | $ | 20,000 | |||||
Kitchen
Equipment Rental*
|
$ | 5,000 | $ | 40,000 | ||||
Hiring
one additional employee
|
$ | 0 | $ | 10,000 | ||||
Audit,
accounting and filing fees
|
$ | 5,195 | $ | 5,195 | ||||
Other
expenses such as utility costs (water, electricity, gas), insurance
coverage, etc.
|
$ | 676 | $ | 8,676 | ||||
TOTAL
|
$ | 15,000 | $ | 90,000 | ||||
* To keep
our initial costs down in the beginning of our operations, we would opt to start
our catering business by renting items such as use of kitchen facilities if
needed, china, utensils, tables, tablecloths and linens, serving equipment and
other staples.
We registered a domain name
(www.goldenforkcorporation.com) and have started developing our
website. After the completion of this offering we intend to complete the
developing of our website “www.goldenforkcorporation.com.” We believe that
having a website would make it easier for us to become known to our potential
customers. We intend to create a Facebook page for Golden Fork Corporation to
promote our business. The cost of establishing a successful catering services
business is estimated to be $25,000.
We also
plan to execute the following with completion of this offering:
-
|
We
will repay $1,129 that was advanced to us by our sole officer/director,
Ms. Heyer.
|
-
|
We
estimate that renting necessary kitchen equipment, including large and
small appliances, pans and dishes, generally cost between $5,000 and
$25,000. We intend to keep our costs low at first by renting
needed equipment.
|
-
|
If
we raise the maximum amount of the offering, we intend to hire one
additional employee to handle administrative
duties.
|
-
|
We
estimate our auditing and accounting fees to be $5,195 during the next
twelve months.
|
-
|
We
will allocate between $676 and $8,676 for additional unforeseen expenses
which may arise as a result of initiating our
operations.
|
The
proceeds from the offering will allow us to operate for twelve months, whether
the minimum or maximum amount is raised. We feel that catering is not affected
by downturns in the economy. In good financial times or in hard financial times,
we think there can always be a market for catering such as catered parties for
rich clients, business lunches and meetings, birthday parties, wedding
receptions, etc. Our twelve month assumptions were determined by our sole
director and officer, Ms. Heyer. These assumptions include filing reports with
the Securities and Exchange Commission as well as the business activities
contemplated by our business plan.
The price
of the shares we are offering was arbitrarily determined in order for us to
raise a minimum of $25,000 and a maximum of $100,000 in this offering. The
offering price bears no relationship to our assets, earnings, book value or
other criteria of value. Among the factors we considered were:
• |
our
lack of operating history;
|
||
• |
the
proceeds to be raised by the offering;
|
||
• |
the
amount of capital to be contributed by purchasers of this offering in
proportion to the amount of stock to be retained by our existing
stockholder; and,
|
||
• |
our
relative cash requirements.
|
8
Dilution
represents the difference between the offering price and the net tangible book
value per share immediately after completion of this offering. Net tangible book
value is the amount that results from subtracting total liabilities and
intangible assets from total assets. Dilution arises mainly as a result of our
arbitrary determination of the offering price of our shares being offered.
Dilution of the value of our shares you purchase is also a result of the lower
book value of our shares held by our existing stockholders.
As of May
31, 2010, the net tangible book value of our shares of common stock was a
deficit of ($4,129) or approximately ($0.00) per share based upon 2,000,000
shares outstanding.
If
100% of the shares are sold:
Upon
completion of this offering, in the event all of our shares are sold, the net
tangible book value of the 4,000,000 shares to be outstanding will be $85,871 or
approximately $0.021 per share. The net tangible book value of our shares held
by our existing stockholder will be increased by $0.021 per share without any
additional investment on their part. You will incur an immediate dilution from
$0.05 per share to $0.021 per share.
After
completion of this offering, if 2,000,000 shares are sold, investors will own
50% of the total number of outstanding shares for which they would have paid
$100,000, or $0.05 per share. Our existing stockholders will own 50% of the
total number of outstanding shares for which they have made cash contributions
totaling $20.00 or approximately $0.00001 per share.
If
62.5% of the shares are sold:
Upon
completion of this offering, in the event 62.5% of the shares are sold, the net
tangible book value of the 3,250,000 shares then outstanding will be $48,371, or
approximately $0.015 per share. The net tangible book value of our shares held
by our existing stockholders will be increased by $0.015 per share without any
additional investment on their part. You will incur an immediate dilution from
$0.05 per share to $0.015 per share.
After
completion of this offering, if 1,250,000 shares are sold, investors will own
approximately 38% of the total number of outstanding shares for which they would
have paid $62,500, or $0.05 per share. Our existing stockholders will own
approximately 62% of the total number of outstanding shares for which they have
made cash contributions totaling $20.00 or approximately $0.00001 per
share.
If
the minimum number of shares is sold:
Upon
completion of this offering, in the event 25% or the minimum amount of shares
are sold, the net tangible book value of the 2,500,000 shares to be outstanding
will be $10,871, or approximately $0.004 per share. The net tangible book value
of the shares held by our existing stockholders will be increased by $0.004 per
share without any additional investment on their part. You will incur an
immediate dilution from $0.05 per share to $0.004 per share.
After
completion of this offering, if 500,000 shares are sold, investors will own
approximately 20% of the total number of outstanding shares for which they would
have paid $25,000, or $0.05 per share. Our existing stockholders will own
approximately 80% of the total number of outstanding shares for which they have
made cash contributions totaling $20.00 or approximately $0.00001 per
share.
The
following table compares the differences of your investment in our shares with
the investment of our existing stockholders.
Existing
Stockholders if all of the Shares are sold:
Price
per share
|
$
|
0.00001
|
||
Net
tangible book value per share before offering
|
$
|
(0.00
|
)
|
|
Potential
gain to existing shareholders
|
$
|
90,000
|
||
Net
tangible book value per share after offering
|
$
|
0.021
|
||
Increase
to present stockholders in net tangible book value per share after
offering
|
$
|
0.021
|
||
Capital
contributions
|
$
|
20
|
||
Number
of shares outstanding before the offering
|
2,000,000
|
|||
Number
of shares after offering assuming the sale of the maximum number of
shares
|
4,000,000
|
|||
Existing
stockholder percentage of ownership after offering
|
50
|
%
|
Purchasers of Shares in this Offering
if all Shares Sold
Price
per share
|
$
|
0.05
|
||
Dilution
per share
|
$
|
0.029
|
||
Capital
contributions
|
$
|
100,000
|
||
Number
of shares after offering held by public investors
|
2,000,000
|
|||
Percentage
of capital contributions by existing shareholders
|
0.02
|
%
|
||
Percentage
of capital contributions by new investors
|
99.98
|
%
|
||
Investors
percentage of ownership after offering
|
50
|
%
|
Purchasers
of Shares in this Offering if 62.5% of Shares Sold
Price
per share
|
$
|
0.05
|
||
Dilution
per share
|
$
|
0.035
|
||
Capital
contributions
|
$
|
62,500
|
||
Number
of shares after offering held by public investors
|
1,250,000
|
|||
Percentage
of capital contributions by existing shareholders
|
0.032
|
%
|
||
Percentage
of capital contributions by new investors
|
99.968
|
%
|
||
Investor
percentage of ownership after offering
|
38
|
%
|
Purchasers
of Shares in this Offering if 25% of Shares Sold
Price
per share
|
$
|
0.05
|
||
Dilution
per share
|
$
|
0.046
|
||
Capital
contributions
|
$
|
25,000
|
||
Percentage
of capital contributions by existing shareholders
|
0.08
|
%
|
||
Percentage
of capital contributions by new investors
|
99.92
|
%
|
||
Number
of shares after offering held by public investors
|
500,000
|
|||
Investor
percentage of ownership after offering
|
20
|
%
|
9
PLAN
OF DISTRIBUTION; TERMS OF THE OFFERING
We are
offering up to 2,000,000 shares of common stock on a self-underwritten basis,
500,000 shares minimum and 2,000,000 shares maximum. The offering price is $0.05
per share. Funds from this offering will be placed in a separate bank
account. The funds will be maintained in a separate bank account
until we receive a minimum of $25,000 at which time we will remove those
funds and use the same as set forth in the Use of Proceeds section of this
Prospectus. This account is not an escrow, trust or similar account. Your
subscription will only be deposited in a separate bank account under our name.
As a result, if we are sued for any reason and a judgment is rendered against
us, your subscription could be seized in a garnishment proceeding and you could
lose your investment, even if we fail to raise the minimum amount in this
offering. As a result, there is no assurance that your funds will be returned to
you if the minimum offering is not reached. Any funds received by us thereafter
will immediately used by us. If we do not receive the minimum amount of $25,000
within 270 days of the effective date of our registration statement, all funds
will be promptly returned to you without a deduction of any kind. During the 270
day period, no funds will be returned to you. You will only receive a refund of
your subscription if we do not raise a minimum of $25,000 within the 270 day
period referred to above. There are no finders involved in our distribution.
Officers, directors, affiliates or anyone involved in marketing our shares will
not be allowed to purchase shares in the offering. You will not have the right
to withdraw your funds during the offering. You will only have the right to have
your funds returned if we do not raise the minimum amount of the offering or if
there is a material change in the terms of the offering. The following are
material changes that would entitle you to a refund of your money:
• |
an
extension of the offering period beyond 270 days;
|
||
• |
a
change in the offering price;
|
||
• |
a
change in the minimum sales requirement;
|
||
• |
a
change to allow sales to affiliates in order to meet the minimum sales
requirement; or
|
||
• |
a
change in the amount of proceeds necessary to release the funds held in
the separate bank account.
|
If any of
the above material changes occur, a new offering may be made by means of a
post-effective amendment.
We will
sell the shares in this offering through Ms. Heyer, our sole officer and
director. She will receive no commission from the sale of any shares. She will
not register as a broker-dealer under section 15 of the Securities Exchange Act
of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions
under which a person associated with an issuer may participate in the offering
of the issuer’s securities and not be deemed to be a broker/dealer. The
conditions are that:
1. The
person is not statutorily disqualified, as that term is defined in Section
3(a)(39) of the Act, at the time of her participation; and,
2. The
person is not compensated in connection with her participation by the payment of
commissions or other remuneration based either directly or indirectly on
transactions in securities;
3. The
person is not at the time of their participation, an associated person of a
broker/dealer; and,
4. The
person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the
Exchange Act, in that she (A) primarily performs, or is intended primarily to
perform at the end of the offering, substantial duties for or on behalf of the
Issuer otherwise than in connection with transactions in securities; and (B) is
not a broker or dealer, or an associated person of a broker or dealer, within
the preceding twelve months; and (C) does not participate in selling and
offering of securities for any Issuer more than once every twelve months other
than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
We hereby
confirm that Ms. Heyer is not statutorily disqualified, is not being
compensated, and is not associated with a broker/dealer. She will continue to be
our sole officer and director at the end of the offering and has not been,
during the last twelve months a broker/dealer or associated with a
broker/dealer. She will not participate in selling and offering securities for
any issuer more than once every twelve months.
Only
after our registration statement is declared effective by the Securities and
Exchange Commission, do we intend to advertise, through tombstones, and hold
investment meetings in various states where the offering will be
registered. We will not utilize the Internet to advertise our offering. Ms.
Heyer will also distribute the prospectus to potential investors at meetings, to
business associates, and to friends and relatives who are interested in a
possible investment in the offering. No shares purchased in this offering will
be subject to any kind of lock-up agreement.
Management
and affiliates thereof will not purchase shares in this offering to reach the
minimum. We intend to sell our common stock shares outside of the United States
if possible.
Section
15(g) of the Exchange Act - Penny Stock Rules
The
Securities and Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
OTC Bulletin Board system, provided that current price and volume information
with respect to transactions in such securities is provided by the exchange or
system).
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the Securities and Exchange Commission, which:
•
|
contains
a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
|
|
•
|
contains
a description of the broker’s or dealer’s duties to the customer and of
the rights and remedies available to the customer with respect to a
violation to such duties or other requirements;
|
|
•
|
contains
a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny
stocks and the significance of the spread between the bid and ask
price;
|
|
•
|
contains
a toll-free telephone number for inquiries on disciplinary
actions;
|
|
•
|
defines
significant terms in the disclosure document or in the conduct of trading
penny stocks; and
|
|
•
|
contains
such other information and is in such form (including language, type,
size, and format) as the Securities and Exchange Commission shall require
by rule or regulation.
|
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer:
•
|
with
bid and offer quotations for the penny stock;
|
|
•
|
the
compensation of the broker-dealer and its salesperson in the
transaction;
|
|
•
|
the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
|
|
•
|
monthly
account statements showing the market value of each penny stock held in
the customer’s account.
|
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our securities because it will be subject
to these penny stock rules. Therefore, security holders may have difficulty
selling those securities.
10
Regulation
M
Our sole
officer and director, who will promote the shares, is aware that she is required
to comply with the provisions of Regulation M, promulgated under the Securities
and Exchange Act of 1934, as amended. With certain exceptions, Regulation M
precludes officers and/or directors, sales agents, any broker-dealers or other
person who participate in the distribution of shares in this offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.
Offering
Period and Expiration Date
This
offering will start on the date that this registration statement is declared
effective by the Securities and Exchange Commission and continue for a period of
270 days, or sooner if the offering is completed or otherwise terminated by
us.
We will
not accept any money until this registration statement is declared effective by
the Securities and Exchange Commission.
Procedures
for Subscribing
We will
not accept any money until this registration statement is declared effective by
the Securities and Exchange Commission. Once the registration statement is
declared effective by the Securities and Exchange Commission, if you decide to
subscribe for any shares in this offering, you must:
1.
Execute and deliver a subscription agreement, a copy of which is included with
the prospectus; and
2.
Deliver a check, wire transfer, bank draft or money order to the Company for
acceptance or rejection.
All
checks for subscriptions must be made payable to “GOLDEN FORK
CORPORATION”.
Right
to Reject Subscriptions
We have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. All monies from rejected subscriptions will be returned
immediately to the subscriber, without interest or deductions. Subscriptions for
securities will be accepted or rejected within 48 hours after we receive
them.
DESCRIPTION
OF CAPITAL STOCK
Common
Stock
Our
authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.00001 per share. The rights of holders of our common stock are as
follow:
•
|
have
equal ratable rights to dividends from funds legally available if and when
declared by our board of directors;
|
•
|
are
entitled to share ratably in all of our assets available for distribution
to holders of common stock upon liquidation, dissolution or winding up of
our affairs;
|
•
|
do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights; and
|
•
|
are
entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
|
All
shares of common stock now outstanding are fully paid and non-assessable and all
shares of common stock that are the subject of this offering, when issued, will
be fully paid for and non-assessable. We refer you to our Articles of
Incorporation, Bylaws and the applicable statutes of the State of Nevada for a
more complete description of the rights and liabilities of holders of our
securities.
Non-cumulative
voting
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining shares will not be able
to elect any of our directors. After this offering is completed, assuming the
sale of all of our shares of common stock, present stockholders will own
approximately 50% of our outstanding shares.
Cash
dividends
As of the
date of this prospectus, we have not paid any cash dividends to stockholders.
The declaration of any future cash dividend will be at the discretion of our
board of directors and will depend upon our earnings, if any, our capital
requirements and financial position and our general economic condition. It is
our intention not to pay any cash dividends in the foreseeable future, but
rather to reinvest earnings, if any, in our business operations.
Preferred
stock
We do not
have a class of preferred stock.
Anti-takeover
provisions
There are
no Nevada anti-takeover provisions that may have the affect of delaying or
preventing a change in control.
11
INTERESTS
OF NAMED EXPERTS AND COUNSEL
Our
financial statements for the period from inception to May 31. 2010, included in
this prospectus have been audited by M&K CPAS, PLLC, of 13831 Northwest
Freeway, Suite 575 Houston, TX 77040, telephone number 832-242-9950. Their
report is given upon their authority as experts in accounting and auditing.
M&K CPAS, PLLC does not own any interest in us.
JPF
Securities, LLC passed upon the validity of the issuance of the common shares to
be sold by the selling security holders under this prospectus. JPF Securities,
LLC does not own any interest in us.
DESCRIPTION
OF BUSINESS
General
On
December 22, 2009, we incorporated the Company in the State of Nevada and
established a fiscal year end of May 31. The objective of this corporation is to
enter into the catering services industry and to become a recognized leader in
our targeted market for onsite food preparation and catering
services.
We have
yet to generate any revenues and our operations to date include development of a
business plan and creation of our website, www.goldenforkcorporation.com. Our
business offi
ce is located at 8 Hermitage
Way, Meadowridge, Constantia, 7806 Western Cape, RSA. Our telephone number is
+27820605069. This office is owned by our sole director and officer, Ms. Heyer.
We have paid rent of $1,500 to Ms. Heyer since Inception.
We have
no plans to change our business operations or to combine with another business,
and we are not aware of any events or cir
cumstances that might cause these plans to change. We have yet to begin full
operations and plan to fully implement o
ur
business plan once this offering is complete. Our plan of operation is forward
looking and there is no assurance that we will ever begin
operations.
We have
conducted a brief market research into the likelihood of success of our
operations or the acceptance of our product or services by the
public. Our research has shown that personal chef and catering
services are in a great demand within our target market. According to
Entrepreneur Magazine,
the personal chef business is among the fastest-growing
businesses. The annual revenues from the personal chef business are
expected to reach $1.2 billion by 2010 as cited in Entrepreneur
Magazine. Our research has shown that catering is not affected by
downturns in the economy. In good financial times or in hard financial times,
there seems to be a market for catering such as catered parties for rich
clients, business lunches and meetings, birthday parties, wedding receptions,
etc.
Our
Strategy
Golden
Fork Corporation is located in South Africa. We will provide catering services
to customers in our target market. The Company was founded in 2009 by Ms.
Heyer. The primary focus of the Golden Fork’s operations will be
onsite food preparation and catering services for large events, corporate
parties, weddings, bar/bat mitzvahs, and other life milestone parties. We also
intend to provide personal chef services. Ms. Heyer will serve as the
executive chef of the business, and she will provide all recipes for catered
products. The focus of catered products will feature a South African/European
theme.
Target
Market
As stated
above, Golden Fork will primarily be engaged in preparing food for large events
at banquet halls and other venues. As of this filing, we are developing
relationships with several event planners, banquet halls, and other venues in
hopes that our company can become their preferred provider of catering
services.
Regulatory
Requirements
We are
unaware of and do not anticipate having to expend significant resources to
comply with any governmental regulations of the catering industry. We are
subject to the laws and regulations of those jurisdictions in which we plan to
sell our services, which are generally applicable to business operations, such
as business licensing and permits requirements complied with the local Health
Department, income taxes and payroll taxes. In general, the development and
operation of our business is not subject to special regulatory and/or
supervisory requirements.
Marketing
Below is
an overview of our marketing strategies and objectives.
Marketing
Objectives
·
|
Establish
relationships with event planners within our target
market
|
·
|
Develop
an online presence by developing our website and placing the Company’s
name and contact information in online
directories.
|
·
|
Implement
a local marketing campaign within our target market via the use of flyers,
local newspaper advertisements, and word of
mouth.
|
Marketing
Strategies
We intend
on using a number of marketing strategies that will allow the catering business
to easily target potential customer who are hosting events. These strategies
include traditional print advertisements and ads placed on search engines on the
Internet. We will also use an internet based marketing strategy. We
feel that potential customers will seek local services, such as caterers, using
the Internet. We will register with online portals so that potential customers
can easily contact the business. We will maintain a sizable amount of print and
traditional advertising methods within local markets to promote our services. We
also hope to partner with event planners and build more business based on
referrals.
12
Revenue
We
intend to generate revenues by charging a fee for our catering services.
Initially our fee structure will be as follows:
|
|||
1. |
Fixed
Fee - we will charge a fixed fee for the set menu catering
services
|
||
2. |
Hourly
Fee – we will charge a set hourly fee for the catering of bigger
events
|
||
3. |
The
Company will hold a 25% deposit for food
purchases
|
Once we
begin full operations and are able to attract clients, Ms. Heyer plans to devote
more time to our operations. She is not being paid at present.
There are
no employment agreements in existence. The Company presently does not have a
pension plan, health insurance, stock options, a profit sharing or similar
benefit plans; however, the Company may adopt plans in the future. Our sole
officer and director will be responsible for the initial servicing. Once the
Company begins its operations, we may hire addition help if needed.
Sources and Availability of
Raw Materials
We intend
to purchase our raw materials at local markets, including fresh fruits and
vegetables, meat, fish, herbs, etc. We intend to purchase our wine
selections from the local winemakers.
Dependence on One or A Few
Customers
As of
this filing, we do not have any clients.
Employees; Identification of
Certain Significant Employees
We are a
development stage company and currently have no employees other than our sole
officer and director. We hope to hire an additional employee, if
applicable.
DESCRIPTION
OF PROPERTY
Our sole
office is currently located at 8 Hermitage Way, Meadowridge Constantia, 7806
Western Cape, RSA. Our telephone number is
+27820605069. We pay rent of $250 per month. Upon the completion of
our offering, we intend to establish an office elsewhere. As of the date of this
prospectus, we have not sought or selected a location for a new office. We do
not own or lease any other property.
LEGAL
PROCEEDINGS
We are
not a party to any pending litigation and none is contemplated or
threatened.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our
common shares are not currently quoted on any exchange.
Holders
Dividend
Policy
We have
never paid any cash dividends on our common shares, and we do not anticipate
that we will pay any dividends with respect to those securities in the
foreseeable future. Our current business plan is to retain any future earnings
to finance the expansion development of our business.
Equity
Compensation Plan and Stock Option Plan Information
The
Company, at the current time, has no stock option plan or any equity
compensation plans
This
section of the prospectus includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
We are a
development stage corporation and have not started operations and have not yet
generated or realized any revenues.
Our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we complete the development of our website and begin
implementing and marketing our catering services to our target markets. We
believe the technical aspects of our website will be sufficiently developed to
use for our operations within 90 days from the completion of our offering.
Accordingly, we must raise cash from sources other than operations. Our only
other source for cash at this time is investments by others in our Company. We
must raise cash to implement our project and begin our operations. Whether we
raise the minimum or maximum amount of money in this offering, it will last
twelve months. The difference between the minimum and maximum amount relates to
the website development, marketing and advertising, equipment and office
furniture, and hiring one employee. In each case, if we raise the maximum
amount, we will devote more funds to the same operations in order to enhance the
quality of the website and promote our business plan to potential customers. We
will not begin operations until we raise money from this offering.
We have
only one officer and director. She is responsible for our managerial and
organizational structure which will include preparation of disclosure and
accounting controls under the Sarbanes Oxley Act of 2002. When theses controls
are implemented, she will be responsible for the administration of the controls.
Should she not have sufficient experience, she may be incapable of creating and
implementing the controls which may cause us to be subject to sanctions and
fines by the Securities and Exchange Commission which ultimately could cause you
to lose your investment.
13
Plan
of Operation
Assuming
we raise the minimum amount in this offering, we believe we can satisfy our cash
requirements during the next 12 months. We will not be conducting any product
research or development. We do not expect to purchase any significant equipment.
Further we do not expect significant changes in the number of
employees.
Upon
completion of our public offering, our goal is to commence our operations. We
intend to accomplish the foregoing through the following
milestones:
1. Complete
our public offering. We believe that we will raise sufficient capital to begin
our operations, and we believe that this could take up to 270 days from the date
the Securities and Exchange Commission declares our offering effective. We will
not begin operations until we have closed this offering. We intend to
concentrate all of our efforts on raising as much capital as we can during this
period.
2. We
are developing our website by registering a domain name:
www.goldenforkcorporation.com. After completion of the offering, we will
immediately complete developing our website. Completion will include menus and
other offers to our potential customers. We believe that our website will be
fully operational within less than 30 days and that it will cost between $1,000
and $2,000 to complete developing our website.
3. After
our website is fully developed, we intend to begin to market our business to
potential customers or investors through our website and by personal contacts
through Ms. Heyer. We have started marketing our services by building
our website and plan to promote Golden Fork on Facebook. We hope to
develop an online presence by placing the Company’s name and contact information
through online directories.
Within
120 days after we complete our public offering, we will position ourselves to
begin our catering services immediately.
If we
cannot generate sufficient revenues to continue operations, we will suspend or
cease operations. If we cease operations, our business plan will be
reevaluated.
Limited
operating history; need for additional capital.
There is
no historical financial information to base an evaluation of our performance. We
are in development stage operations and have yet to generate revenues. We cannot
guarantee we will be successful in our business operations. Our business is
subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources and possible cost overruns.
In
addition to this offering, we are seeking equity financing in order to obtain
the capital required to implement our business plan. We have no assurance that
future financing will be available to us on acceptable terms. If financing is
not available to us on satisfactory terms, we may be unable to continue, develop
or expand our operations. Equity financing could result in additional dilution
to our existing shareholders.
Results
of operations
From
Inception on December 22, 2009 to May 31, 2010
Since
inception, we have been proactive by hiring an attorney and an auditor for the
preparation of our registration statement on Form S-1. We have also prepared and
implemented an internal business plan. In addition, we reserved the domain name
“www.goldenforkcorporation.com.” Our loss since inception is $7,129 of which
$1,500 is for rent, $1,500 is for consulting services, $1,129 is for general and
administrative, and $3,000 is for legal and accounting. Once we have completed
this offering, we will begin to implement our business plan fully. We expect to
begin operations within 100 days after we complete this offering.
Since
inception, we have issued 2,000,000 founder shares of common stock to our sole
officer and director, Ms. Heyer.
Liquidity
and capital resources
To meet
our need for cash we are attempting to raise money from this offering. We
believe that we will be able to raise enough money through this offering to
begin operations. If we are unable to successfully attract customers and we
deplete the proceeds of this offering, then we will need to find alternative
sources of income, for instance, a second public offering, a private placement
of securities, or loans from our officers or third parties in order for us to
continue our operations. At present, we have not made any arrangements to raise
additional capital, other than through this offering.
Our sole
officer and director is willing to loan us money for our operations until this
offering has been completed or until the offering period has expired. If we need
additional capital and cannot raise it, then we will either suspend operations
until additional capital is raised or cease operations entirely.
As of the
date of this prospectus, we have yet to generate any revenues from our business
operations.
We issued
2,000,000 shares of common stock (founder shares to Ms. Heyer) pursuant to an
exemption from registration contained in Regulation S of the General Rules and
Regulations promulgated under the Securities Act of 1933. This was accounted for
as a sale of common stock.
As of May
31, 2010, our total assets were $0 and our total liabilities were
$4,129.
14
CHANGES
IN AND DISAGREEMENTS
WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
We have
had no disagreements on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures with any of our
accountants for the year ended May 31, 2010.
Officers
and Directors
Our sole
officer is elected by the board of directors to a term of one year and serves
until a successor is duly elected and qualified, or until she is removed from
office. Our board of directors has no nominating, auditing or compensation
committees.
The name,
address, age and position of our sole officer and director is set forth
below:
Name
and Address
|
Age
|
Positions
|
Alida
Heyer
8
Hermitage Way, Meadowridge
Constantia,
7806 Western Cape, RSA
|
55
|
President,
Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer,
Principal Accounting Officer, and the sole member of the Board of
Directors
|
Ms. Heyer
has held her offices/positions since the inception of our Company and is
expected to hold her offices/positions until the next annual meeting of our
stockholders.
Biography
of Alida Heyer
Alida
Heyer - President, Chief Executive Officer, Secretary, Treasurer, Chief
Financial Officer, Principal Accounting Officer and our sole
director.
Since
December 22, 2009, Ms. Heyer has been our President, Chief Executive Officer,
Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer and
sole member of our Board of Directors. From 2007 to 2010, Ms. Heyer
was a Corporate Sales and Marketing Executive at Market Group – Lexus, in Cape
Town City, at 73 Hertzog Boulevard, Cape Town 8001 RSA. From 2001 to
2007, Ms. Heyer was a Corporate Sales and Marketing Executive at Helderberg
Toyota, located on Main Road, Strand Western Cape, RSA. Ms. Heyer has
over 10 years of experience as a personal chef; cooking is Ms. Heyer’s passion
and a long time hobby. Through her expertise, she will be able to
contribute to the operations of the business. Ms. Heyer is not an officer or
director of any other reporting company.
Audit
Committee Financial Expert
The
functions of the Audit Committee are currently carried out by our Board of
Directors. We do not have an audit committee financial expert on our Board of
Directors. The Board of Directors has determined that the cost of hiring a
financial expert to act as a director and to be a member of the Audit Committee
or otherwise perform Audit Committee functions outweighs the benefits of having
a financial expert on the Audit Committee.
Conflicts of
Interest
Ms. Heyer
devotes approximately 30 hours per week to our business operations. Ms. Heyer’s
devotion to other personal projects could curtail our business operations. We
have no provisions for handling conflicts of interest should they arise in the
future; however, Ms. Heyer has agreed not to engage in any business operation
which conflicts with our operations. Ms. Heyer also paid rent for the Company’s
office space located at 8 Hermitage Way, Meadowridge, Constantia, 7806 Western
Cape, RSA. Since Inception, she has paid $1,500 in rent..
Not
applicable.
The
following table sets forth the compensation since inception on December 22, 2009
through August 24, 2010, to our sole officer and director. This information
includes the dollar value of base salaries, bonus awards and number of stock
options granted, and certain other compensation, if any.
Summary
Compensation Table
Long-Term
Compensation Payouts
|
||||||||||||||||||||
Annual
Compensation
|
Awards
Securities
|
|||||||||||||||||||
Names
Executive
Officer
and
Principal
Position
|
Year
|
Salary
(US$)
|
Bonus
(US$)
|
Other
Annual
Compensation
(US$)
|
Under
Options/
SARs
Granted
(#)
|
Restricted
Shares
or
Restricted
Share/Units
(US$)
|
LTIP
Payouts
(US$)
|
Other
Annual
Compensation
(US$)
|
||||||||||||
Alida
Heyer
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
President,
|
2010
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
Secretary
Treasurer,
|
||||||||||||||||||||
Director
|
||||||||||||||||||||
We do not
have any employment agreements with any of our officers. We do not contemplate
entering into any employment agreements until such time as we begin to attain
profitable operations. The compensation discussed herein addresses all
compensation awarded to, earned by, or paid to our named executive officer.
There are no other stock option plans, retirement, pension, or profit sharing
plans for the benefit of our sole officer and director other than as described
herein.
Long-Term Incentive Plan
Awards
We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance.
Compensation
of Directors
Our sole
director does not receive any compensation for serving as a member of our board
of directors.
Indemnification
Under our
Articles of Incorporation and Bylaws, we may indemnify an officer or director
who is made a party to any proceeding, including a lawsuit, because of their
position, if they acted in good faith and in a manner reasonably believed to be
in the Company’s best interest. We may advance expenses incurred in defending a
proceeding. To the extent that the officer or director is successful on the
merits in a proceeding as to which they are to be indemnified, we must indemnify
them against all expenses incurred, including attorney’s fees. With respect to a
derivative action, indemnity may be made only for expenses actually and
reasonably incurred in defending the proceeding, and if the officer or director
is judged liable, only by a court order. The indemnification is intended to be
to the fullest extent permitted by the laws of the State of Nevada.
Regarding
indemnification for liabilities arising under the Securities Act of 1933, which
may be permitted to directors or officers under Nevada law, we are informed
that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
15
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date
of this prospectus, the total number of shares owned beneficially by our
directors, officers and key employees, individually and as a group, and the
present owners of 5% or more of our total outstanding shares. The table also
reflects their ownership assuming the sale of all of the shares in this
offering. The stockholders listed below have direct ownership of their shares
and possesses sole voting and dispositive power with respect to the
shares.
Name
and Address
Beneficial
Owner [1]
|
Number
of
Shares
Before
the
Offering
|
Percentage
of
Ownership
Before
the
Offering
|
Number
of Shares
After
Offering
Assuming
all of
the
Shares are
Sold
|
Percentage
of
Ownership
After
the
Offering
Assuming
all of the
Shares
are Sold
|
||||||||||
Alida
Heyer
|
2,000,000
|
100.00
|
%
|
4,000,000
|
50
|
%
|
||||||||
8
Hermitage Way, Meadowridge
Constantia,
7806 Western Cape, RSA
|
||||||||||||||
[1]
|
The
person named above may be deemed to be a “parent” and “promoter” of our
company, within the meaning of such terms under the Securities Act of
1933, as amended, by virtue of her direct stock holdings. Ms. Heyer is the
only “promoter” of our company.
|
Future
sales by existing stockholders
A total
of 2,000,000 shares of common stock were issued to our sole officer and
director, all of which are restricted securities, as defined in Rule 144 of the
General Rules and Regulations promulgated under the Securities Act of 1933.
Under Rule 144, since Ms. Heyer is an affiliate as defined in that rule, the
shares can be publicly sold, subject to volume restrictions and restrictions on
the manner of sale, commencing one year after their acquisition.
Shares
purchased in this offering, which will be immediately resalable, and sales of
all of our other shares after applicable restrictions expire, could have a
depressive effect on the market price, if any, of our common stock and the
shares we are offering.
There is
no public trading market for our common stock. There are no outstanding options
or warrants to purchase, or securities convertible into, our common stock. There
is one holder of record of our common stock.
In
December 2009, we issued a total of 2,000,000 shares of restricted common stock
to Alida Heyer, our sole officer and director, as founder’s shares. These shares
represent 100% of our issued and outstanding shares. Further, Ms. Heyer has
advanced funds to us for our legal, audit, filing fees, general office
administration and cash needs. As of May 31, 2010, Ms. Heyer has advanced a
total of $1,129. Ms. Heyer will be repaid from the proceeds of this offering.
There are no due dates for the repayment of the funds advanced by Ms. Heyer. The
obligation to Ms. Heyer does not bear any interest. There are no written
agreements evidencing the advancement of funds by Ms. Heyer or the repayment of
the funds. The entire transaction was an oral agreement.
Ms. Heyer
also paid rent for the Company’s office space located at 8 Hermitage
Way, Meadowridge, Constantia, 7806 Western Cape, RSA. Since Inception, she has
paid $1,500 in rent.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
No
pending material litigation or proceeding involving our directors, executive
officers, employees or other agents as to which indemnification is being sought
exists, and we are not aware of any pending or threatened material litigation
that may result in claims for indemnification by any of our directors or
executive officers.
The
Company will indemnify to the fullest extent permitted by Chapter 78 of the
Nevada Revised Statutes, as in effect at the time of the determination, any
current or former director or officer of the Company who was or is a party or is
threatened to be made a party to any proceeding (other than a proceeding by or
in the right of the Company to procure a judgment in its favor) by reason of the
fact that the person is or was a director, officer, employee, or agent of the
Company, or any of its subsidiaries, against all expenses, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by the director or
officer in connection with such proceeding if the director or officer acted in
good faith and in a manner the director or officer reasonably believed was in or
not opposed to the best interests of the Company, and with respect to any
criminal action or proceeding, the director or officer, in addition, had no
reasonable cause to believe that the director’s or officer’s conduct was
unlawful; provided, however, that the Company will not be required to indemnify
any director or officer in connection with any proceeding (or part thereof): (i)
initiated by such person or any proceeding by such person against the Company or
its directors, officers, employees or other agents, or (ii) charging improper
personal benefit to the director or officer in which the director or officer is
adjudged liable on the basis that personal benefit was improperly received by
the director or officer unless and only to the extent that the court conducting
such proceeding or any other court of competent jurisdiction determines upon
application that, despite the adjudication of liability, the director or officer
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, unless: (A) such indemnification is expressly required to be made
by law; (B) the proceeding was authorized by the Board of Directors of the
Company; or (C) such indemnification is provided by the Corporation, in its sole
discretion, pursuant to the powers vested in the Company under Title 7 of
the Nevada Revised Statutes pertaining to Chapter 78 of the Nevada
Revised Statutes. The rights of indemnification provided in this paragraph will
be in addition to any rights to which any such person may otherwise be entitled
under any certificate or articles of incorporation, bylaw, agreement, statute,
policy of insurance, vote of stockholders or Board of Directors, or otherwise,
which exists at or subsequent to the time such person incurs or becomes subject
to such liability and expense.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in
the opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed hereby in the
Securities Act and we will be governed by the final adjudication of such
issue.
16
WHERE
YOU CAN FIND MORE INFORMATION
We have
filed with the Commission a registration statement on Form S-1 under the 1933
Act with respect to the securities offered by this prospectus. This prospectus,
which forms a part of the registration statement, does not contain all the
information set forth in the registration statement, as permitted by the rules
and regulations of the Commission. For further information with respect to us
and the securities offered by this prospectus, reference is made to the
registration statement. Statements contained
in this prospectus as to the
contents of any contract or other document that we have filed as an exhibit to
the registration statement are qualified in their entirety by reference to the
to the exhibits for a complete statement of their terms and conditions. The
registration statement and other information may be read and copied at the
Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549
The public may obtain information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330. The Commission maintains a web site
at http://www.sec.gov that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the
Commission.
We have
not engaged the services of a transfer agent at this time. However, within the
next twelve months we anticipate doing so. Until such a time a transfer agent is
retained, Golden Fork will act as their own transfer agent.
FINANCIAL
STATEMENTS
Our
fiscal year end is May 31. We will provide audited financial statements to our
stockholders on an annual basis; the statements will be prepared by M&K
CPAS, PLLC of 13831 Northwest Freeway, Suite 575 Houston, TX 77040, telephone
number 832-242-9950.
FINANCIAL
STATEMENTS
Golden
Fork Corporation
May 31,
2010
Index
Balance
Sheet
F-17
Statement
of
Operations
F-18
Statement
of Cash
Flows F-19
Statement
of Changes in Stockholders’
Deficit
F-20
Notes to
the Financial
Statements
F-21
17
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Golden
Fork Corporation
(A
Development Stage Company)
We have
audited the accompanying balance sheet of Golden Fork Corporation (a development
stage company) as of May 31, 2010 and the related statements of operations,
changes in stockholders’ deficit, and cash flows for the period from December
22, 2009 (inception) through May 31, 2010. 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
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 Golden Fork Corporation as of May
31, 2010, and the results of its operations and cash flows for the periods
described above in conformity with accounting principles generally accepted in
the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has insufficient working capital, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters also are described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/
M&K CPAS, PLLC
www.mkacpas.com
Houston,
Texas
August
30, 2010
18
Golden
Fork Corporation
(A
Development Stage Company)
Balance
Sheet
May 31,
2010
May
31, 2010
|
||||
ASSETS
|
||||
Current
Assets
|
||||
Cash
|
$ | - | ||
Total
Assets
|
$ | - | ||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||
Current
Liabilities
|
||||
Accounts
Payable and Accrued Liabilities
|
$ | 3,000 | ||
Due
to Directors
|
1,129 | |||
4,129 | ||||
Stockholders’
Deficit
|
||||
Common
Stock, 75,000,000 shares authorized, par value 0.00001, 2,000,000
shares
issued
and outstanding
|
20 | |||
2,980 | ||||
Net
Loss
|
(7,129 | ) | ||
Total
Stockholders’ Deficit
|
(4,129 | ) | ||
Total
Liabilities and Stockholders’ Deficit
|
$ | - |
(The
Accompanying Notes are an Integral Part of These Financial
Statements)
19
Golden
Fork Corporation
(A
Development Stage Company)
Statement
of Operations
For
the Period Ended May 31, 2010
December
22, 2009 (inception) to May 31, 2010
|
||||
Operating
Expenses
|
||||
Consulting
services
|
$ | 1,500 | ||
General
and administrative
|
1,129 | |||
Rent
|
1,500 | |||
Legal
and accounting
|
3,000 | |||
Total
Expenses
|
7,129 | |||
Net
Loss
|
$ | (7,129 | ) | |
Net
Loss Per Common Share – Basic and Diluted
|
$ | (0.00 | ) | |
Weighted
Average Number of Common Shares Outstanding
|
2,000,000 | |||
(The
Accompanying Notes are an Integral Part of These Financial
Statements)
20
Golden
Fork Corporation
(A
Development Stage Company)
Statement
of Cash Flows
For
the Period Ended May 31, 2010
December
22, 2009 (inception) to May 31, 2010
|
||||
|
||||
Operating
Activities
|
||||
Net
loss
|
$ | (7,129 | ) | |
Adjustments
to reconcile net loss to cash used in operating
activities:
|
||||
Donated
services and rent expenses
|
3,000 | |||
Changes
in operating assets and liabilities:
|
||||
Accounts
payable and accrued liabilities
|
4,129 | |||
Net
Cash used in Operating Activities
|
- | |||
Financing
Activities
|
||||
Proceeds
from the sale of common stock
|
- | |||
Borrowings
on Debt – Related Party
|
- | |||
Net
Cash Provided by Financing Activities
|
- | |||
Increase
(Decrease) in Cash
|
- | |||
Cash
- Beginning of Period
|
- | |||
Cash
- End of Period
|
$ | - | ||
Supplemental
Disclosure of Cash Flow Information
Cash
paid during the period for :
|
||||
Interest
|
$ | - | ||
Income
taxes
|
$ | - | ||
Non-cash activities: | ||||
Expenses paid for by Director | $ | 1,129 | ||
Issuance of founders’ shares | ||||
$ | 20 |
(The
Accompanying Notes are an Integral Part of These Financial
Statements)
21
Golden
Fork Corporation
(A
Development Stage Company)
Statement
of Changes in Stockholders’ Deficit
For the
Period Ended May 31, 2010
Additional
|
||||||||||||||||||||
Common
Stock
|
Paid-in
|
Deficit
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Accumulated
|
Total
|
||||||||||||||||
Balance
at December 22, 2009
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Issuance
of common stock to founders
|
2,000,000 | 20 | (20 | ) | - | - | ||||||||||||||
Donated
services
|
- | - | 3,000 | - | 3,000 | |||||||||||||||
Net
loss
|
- | - | - | (7,129 | ) | (7,129 | ) | |||||||||||||
Balances
at May 31, 2010
|
2,000,000 | $ | 20 | $ | 2,980 | $ | (7,129 | ) | $ | (4,129 | ) |
(The
Accompanying Notes are an Integral Part of These Financial
Statements)
22
Golden
Fork Corporation
(A
Development Stage Company)
Notes to
the Financial Statements
NOTE 1 –
NATURE OF OPERATIONS
DESCRIPTION
OF BUSINESS AND HISTORY
GOING
CONCERN - These financial statements have been prepared on a going concern
basis, which implies Golden Fork Corporation will continue to meet its
obligations and continue its operations for the next fiscal
year. Realization value may be substantially different from carrying
values as shown and these financial statements do not include any adjustments to
the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should Golden Fork
Corporation be unable to continue as a going concern. As at May 31,
2010 Golden Fork Corporation has a working capital deficiency, has not generated
revenues and has accumulated losses of $7,129 since
inception. The continuation of Golden Fork Corporation as a going
concern is dependent upon the continued financial support from its shareholders,
the ability of Golden Fork Corporation to obtain necessary equity financing to
continue operations, and the attainment of profitable
operations. These factors raise substantial doubt regarding the
Golden Fork Corporation’ ability to continue as a going concern.
NOTE 2 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF
PRESENTATION -These financial statements and related notes are presented in
accordance with accounting principles generally accepted in the United States,
and are expressed in U.S. dollars. The Company’s fiscal year-end is May
31.
USE OF
ESTIMATES - The preparation of financial statements in accordance with U.S.
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of net revenue and
expenses in the reporting period. We regularly evaluate our estimates and
assumptions related to the useful life and recoverability of long-lived assets,
stock-based compensation and deferred income tax asset valuation allowances. We
base our estimates and assumptions on current facts, historical experience and
various other factors that we believe to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by us
may differ materially and adversely from our estimates. To the extent there are
material differences between our estimates and the actual results, our future
results of operations will be affected.
CASH AND
CASH EQUIVALENTS - The Company considers all highly liquid instruments with
original maturities of three months or less when acquired, to be cash
equivalents. We had no cash equivalents at May 31, 2010.
DEVELOPMENT
STAGE ENTITY – The Company complies with FASB guidelines for its description as
a development stage company.
INCOME TAXES - The Company accounts for income taxes
under the provisions issued by the FASB which requires recognition of deferred
tax liabilities and assets for the expected future tax consequences of events
that have been included in the consolidated financial statements or tax returns.
Under this method, deferred tax liabilities and assets are determined based on
the difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Company computes tax asset benefits for
net operating losses carried forward. The potential benefit of net operating
losses has not been recognized in these financial statements because the Company
cannot be assured it is more likely than not it will utilize the net operating
losses carried forward in future years.
LOSS PER
COMMON SHARE - The
Company reports net loss per share in accordance with provisions of the
FASB. The provisions require dual presentation of basic and diluted
loss per share. Basic net loss per share excludes the impact of common stock
equivalents. Diluted net loss per share utilizes the average market price per
share when applying the treasury stock method in determining common stock
equivalents. As of May 31, 2010, there were no common stock equivalents
outstanding.
FAIR
VALUE OF FINANCIAL INSTRUMENTS - Pursuant to ASC No. 820, “Fair Value
Measurements and Disclosures”, the Company is required to estimate the fair
value of all financial instruments included on its balance sheet as of May 31,
2010. The Company’s financial instruments consist of cash. The
Company considers the carrying value of such amounts in the financial statements
to approximate their fair value due to the short-term nature of these financial
instruments.
RECENTLY
ADOPTED ACCOUNTING PRONOUNCEMENTS - Effective June 30, 2009, the Company adopted
a new accounting standard issued by the FASB related to the disclosure
requirements of the fair value of the financial instruments. This standard
expands the disclosure requirements of fair value (including the methods and
significant assumptions used to estimate fair value) of certain financial
instruments to interim period financial statements that were previously only
required to be disclosed in financial statements for annual periods. In
accordance with this standard, the disclosure requirements have been applied on
a prospective basis and did not have a material impact on the Company’s
financial statements.
On
September 30, 2009, the Company adopted changes issued by the Financial
Accounting Standards Board (FASB) to the authoritative hierarchy of
GAAP. These changes establish the FASB Accounting Standards
Codification (Codification) as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in conformity with GAAP. Rules
and interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. The FASB will no longer issue new standards in the
form of Statements, FASB Staff Positions, or Emerging Issues Task Force
Abstracts; instead the FASB will issue Accounting Standards
Updates. Accounting Standards Updates will not be authoritative in
their own right as they will only serve to update the
Codification. These changes and the Codification itself do not change
GAAP. Other than the manner in which new accounting guidance is
referenced, the adoption of these changes had no impact on the Financial
Statements.
RECENTLY
ISSUED ACCOUNTING STANDARDS - In January 2010, the FASB issued Accounting
Standards Update 2010-02, Consolidation (Topic 810): Accounting and
Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic
810 clarifies, but does not change, the scope of current US GAAP. It clarifies
the decrease in ownership provisions of Subtopic 810-10 and removes the
potential conflict between guidance in that Subtopic and asset derecognition and
gain or loss recognition guidance that may exist in other US GAAP. An entity
will be required to follow the amended guidance beginning in the period that it
first adopts FAS 160 (now included in Subtopic 810-10). For those entities that
have already adopted FAS 160, the amendments are effective at the beginning of
the first interim or annual reporting period ending on or after December 15,
2009. The amendments should be applied retrospectively to the first period that
an entity adopted FAS 160. The Company does not expect the provisions of ASU
2010-02 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260. Effective for interim and annual periods ending on or
after December 15, 2009, and would be applied on a retrospective basis. The
Company does not expect the provisions of ASU 2010-01 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities. This Accounting Standards
Update amends the FASB Accounting Standards Codification for Statement 167. The
Company does not expect the provisions of ASU 2009-17 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166. The Company does not expect the provisions of ASU 2009-16 to
have a material effect on the financial position, results of operations or cash
flows of the Company.
In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1. The Company does not expect the provisions
of ASU 2009-15 to have a material effect on the financial position, results of
operations or cash flows of the Company.
23
Golden
Fork Corporation
(A
Development Stage Company)
Notes to
the Financial Statements
NOTE 3
-INCOME TAXES
Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current, depending on
the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to
an asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to
reverse. The company does not have any uncertain tax
positions.
The
Company currently has net operating loss carryforwards aggregating $7,129, which
expire through 2030. The deferred tax asset related to the carryforwards has
been fully reserved.
The
Company has deferred income tax assets, which have been fully reserved, as
follows as of May 31, 2010:
2010 | ||||
Deferred
tax assets
|
$ | 2,424 | ||
Valuation
allowance for deferred tax assets
|
(2,424) | |||
Net
deferred tax
assets
|
$ | - |
NOTE 4 –
FAIR VALUE ACCOUNTING
Fair Value
Measurements
On
January 1, 2008, the Company adopted ASC No. 820-10 (ASC 820-10), Fair
Value Measurements. ASC 820-10 relates to financial assets and
financial liabilities.
ASC
820-10 defines fair value, establishes a framework for measuring fair value in
accounting principles generally accepted in the United States of America (GAAP),
and expands disclosures about fair value measurements. The provisions of this
standard apply to other accounting pronouncements that require or permit fair
value measurements and are to be applied prospectively with limited
exceptions.
ASC
820-10 defines fair value as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. This standard is now the single source in
GAAP for the definition of fair value, except for the fair value of leased
property as defined in SFAS 13. ASC 820-10 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, that
are 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
under ASC 820-10 are described below:
•
|
Level
1
|
Unadjusted
quoted prices in active markets that are accessible at the measurement
date for identical, unrestricted assets or
liabilities.
|
•
|
Level
2
|
Inputs
other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly or indirectly, including quoted
prices for similar assets or liabilities in active markets; quoted prices
for identical or similar assets or liabilities in markets that are not
active; inputs other than quoted prices that are observable for the asset
or liability (e.g., interest rates); and inputs that are derived
principally from or corroborated by observable market data by correlation
or other means.
|
•
|
Level
3
|
Inputs
that are both significant to the fair value measurement
and unobservable. These inputs rely on management's own
assumptions about the assumptions that market participants would use in
pricing the asset or liability. (The unobservable inputs are developed
based on the best information available in the circumstances and may
include the Company's own data.)
|
The
following presents the Company's fair value hierarchy for those assets and
liabilities measured at fair value on a non-recurring basis as of May 31
2010:
Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None
NOTE 5
- RELATED PARTY TRANSACTIONS
During
the year ended May 31, 2010 the Company recognized a total of $3,000 for rent
and services from directors for rent at $250 per month and at $250 per month for
consulting services provided by the President and Director of the Company. These
transactions are recorded at the exchange amount which is the amount agreed to
by the transacting parties.
A
director has advanced funds to us for our legal, audit, filing fees, general
office administration and cash needs. As of May 31, 2010, the director has
advanced a total of $1,129.
NOTE 6
- COMMON STOCK
As of May
31, 2010 the Golden Fork Corporation has issued 2,000,000 common shares as
founders shares.
24
PART
II. INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth estimated expenses expected to be incurred in
connection with the issuance and distribution of the securities being
registered. The Company will pay all expenses in connection with this
offering.
SECURITIES
AND EXCHANGE COMMISSION Registration Fee
|
$
|
3.93
|
||
Printing
Expenses
|
$
|
100
|
||
Accounting
Fees and Expenses
|
$
|
4,200
|
||
Legal
Fees and Expenses
|
$
|
3,500
|
||
Blue
Sky Fees/Expenses
|
$
|
500
|
||
Transfer
Agent Fees
|
$
|
1,600
|
||
TOTAL
|
$
|
9,996.07
|
RECENT
SALES OF UNREGISTERED SECURITIES
During
the past three years, the registrant has sold the following securities which
were not registered under the Securities Act of 1933, as amended.
Name
and Address
|
Date
|
Shares
|
Consideration
|
|||
Alida
Heyer
|
December
22, 2009
|
2,000,000 |
Cash
of $20.00
|
|||
8
Hermitage Way, Meadowridge
Constantia,
7806 Western Cape, RSA
Tel.
01127820605069
|
We issued
the foregoing restricted shares of common stock to Ms. Heyer pursuant to
Regulation S of the General Rules and Regulations as promulgated under the
Securities Act of 1933. The sale of our shares to Ms. Heyer took place outside
the United States of America and Ms. Heyer is a non-US person as that term is
defined in Regulation S. Further, no commissions were paid to anyone in
connection with the sale of our shares and no general solicitation was
made.
EXHIBITS
The
following Exhibits are filed as part of this Registration
Statement:
25
UNDERTAKINGS
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
Intentionally omitted.
(5) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i)
Intentionally omitted.
(ii) If
the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than prospectuses filed in
reliance on Rule 430A, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(6) That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities:
The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424.
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
B.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
26
SIGNATURES
In
accordance with the requirements of the Securities Act, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-1 and authorized this Prospectus on Form S-1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Western Cape, RSA, on August 30, 2010
GOLDEN
FORK CORPORATION
|
||
BY:
|
/s/
Alida Heyer
|
|
|
||
Alida
Heyer, President, Chief Executive Officer, Treasurer, Chief Financial
Officer, Principal Accounting Officer and sole member of the Board of
Directors.
|
27
Exhibit
Index
3.1 | |||
3.2 | |||
5.1 | |||
23.1 | |||
99.1 |