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EX-31.1 - CERTIFICATION - XT Energy Group, Inc.goas_ex31.htm
EX-32.1 - CERTIFICATION - XT Energy Group, Inc.goas_ex32.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q


(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended January 31, 2012


OR


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


For the transition period from ______________ to ______________


Commission File Number 333-161997


GOA SWEET TOURS LTD.

(Exact name of registrant as specified in its charter)


NEVADA

(State or other jurisdiction of incorporation or organization)

98-0632932

(IRS Employer Identification No.)


H. no 889, Ascona, Patem

Benaulim, Goa, India 403716

(Address of principal executive offices)


(011) 91-98-90-55-77-27

(Registrant’s telephone number)


N/A

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ___   No [X]


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


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


Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

[   ]

Smaller reporting company

[X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  Yes ___   No [X]


Indicate the number of outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: The registrant had 8,000,000 shares of common stock, $0.001 par value outstanding at February 9, 2012. The registrant has no other class of common equity.




1




PART I.  FINANCIAL INFORMATION


Item 1. Consolidated Financial Statements.


Goa Sweet Tours Ltd.

(A Development Stage Company)

Consolidated Balance Sheets


 

January 31,
2012
-$-

 

July 31,
2011
-$-

 

(Unaudited)

 

 

ASSETS

 

 

 

Current assets

 

 

 

Cash

5,301

 

1,418

    Total current assets

5,301

 

1,418

      Total assets

5,301

 

1,418

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

LIABILITIES

 

 

 

Current liabilities

 

 

 

Accounts payables and accrued liabilities

220

 

-

Related party advances payable

22,181

 

8,902

    Total current liabilities

22,401

 

8,902

    Total liabilities

22,401

 

8,902


 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Preferred stock: $0.001 par value, 100,000,000 authorized,0  issued and outstanding

-

 

-

Common shares: $0.001 par value, 100,000,000 authorized, 8,000,000 issued

      and outstanding as of January 31, 2012 and July 31, 2011.

8,000

 

8,000

Additional paid-in capital

47,000

 

47,000

Deficit accumulated during the development stage

(72,100)

 

(62,484)

     Total stockholders’ deficit

(17,100)

 

(7,484)

     Total liabilities and stockholders’ deficit

5,301

 

1,418




(See Notes to the consolidated financial statements)


F-1



2





Goa Sweet Tours Ltd.

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)



 

For the Three Months

 

For the Six Months

 

Period From

September 2,

2008 (inception) to

 

Ended January 31

 

Ended January 31

 

January 31,

 

2012

2011

 

2012

2011

 

2012

 

$

$

 

$

$

 

$

Expenses

 

 

 

 

 

 

 

General and administrative

651

1,986

 

2,694

12,431

 

22,590

Professional fees

1,672

1,500

 

6,922

6,750

 

49,510

Net loss

(2,323)

(3,486)

 

(9,616)

(19,181)

 

(72,100)

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted

(0.00)

(0.00)

 

(0.00)

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

8,000,000

8,000,000

 

8,000,000

8,000,000

 

 






(See Notes to the consolidated financial statements)


F-2



3




Goa Sweet Tours Ltd.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)


 

For the Six Months

Period From

September 2, 2008

(inception) to

 

Ended January 31,

January 31,

 

2012

2011

2012

 

$

$

$

Cash flows from operating activities

 

 

 

Net loss

(9,616)

(19,181)

(72,100)

Change in operating assets and liabilities

 

 

 

    Accounts payables and accrued liabilities

220

8,590

220

Net cash used In operating activities

(9,396)

(10,591)

(71,880)

 

 

 

 

Cash flows from financing activities

 

 

 

    Proceeds from common stock issued for cash

-

-

55,000

    Proceeds from (payment to) related party advances payable

13,279

(2,670)

22,181

Net cash provided by (used in) financing activities

13,279

(2,670)

77,181

 

 

 

 

Net increase (decrease) in cash

3,883

(13,261)

5,301

Cash - beginning of period

1,418

14,429

-

 

 

 

 

Cash - end of period

5,301

1,168

5,301

 

 

 

 

Supplemental cash flow information:

 

 

 

Cash paid for:

 

 

 

 - Interest

-

-

-

 - Income tax

-

-

-





(See Notes to the consolidated financial statements)


F-3



4




Goa Sweet Tours Ltd.

(A Development Stage Company)

Notes to the consolidated financial statements

January 31, 2012

(Unaudited)  



Note 1. Basis of Presentation


Unaudited Interim consolidated financial statements


The accompanying unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended July 31, 2011 included in the Company’s Annual Report filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended January 31, 2012 are not necessarily indicative of the results that may be expected for the year ending July 31, 2012.


Note 2. Going Concern


These consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred a loss since inception resulting in an accumulated deficit of $62,484 as at July 31, 2011 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or the private placement of common stock.  


Note 3. Related Party Advances Payable


As at January 31, 2012 the Company owed $22,181 to associates of the Company’s management. These advances are unsecured, payable on demand and non-interest bearing. Our director and his associated have verbally agreed to advance the Company to a maximum of $40,000.









F-4



5




Item 2.

Management's Discussion and Analysis of Financial Conditions and Results of Operations.


Goa Sweet Tours Ltd. was incorporated in the State of Delaware on September 2, 2008. We were formed to provide personalized concierge tour packages to tourists who visit the State of Goa, India. We initially plan to market our packages to tourists already in the State of Goa through the relationships with travel agents and small resort operators that our President, Mr. Chuntan Vernekar, has developed through his years of experience in the tour business. We also plan to develop a website for advertising our services which will be the virtual business card and portfolio for the Company.


There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. The Company has never been party to any bankruptcy, receivership or similar proceeding, nor has it undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.


We are a development stage company and we are a company without revenues or operations. We have minimal assets and have incurred losses since inception. Our limited start-up operations have consisted of the formation of our business plan and identification of our target market.  We had anticipated that our sales will begin in October 2011; the start of the tourist season in Goa, but due to our cash position and 2011/2012 tourist season ending, we were unable to move our business plan forward. We plan to move forward in the later part of 2012, provided we can secure financing for our business.


Our administrative offices are currently located at the premises of our President, Chuntan Vernekar, who provides such space to us on a rent-free basis at H. no. 889, Ascona, Patem, Benaulim, Goa, India. We plan to use these offices until we require larger space.


Plan of Operation


About Our Company


We intend to develop all-inclusive travel packages that will provide concierge-style personalized service for the visitor who travels to Goa.  Many large hotels and resorts have their own tour services and websites and we will be competing with the foregoing. We intend to differentiate ourselves by offering a much more personalized service. We intend to act as a personal concierge or executive assistant throughout the duration of the trip.


We also hope to create strategic partnerships with smaller hotels and resorts that do not have their own tour services and that will recommend our services to the visitors to Goa. The partnerships that we plan to develop will enable us to grow our customer base and expand our business by increasing exposure to our website to the consumers that view our sponsors’ websites.  We have not yet attempted to create any strategic partnerships or develop our website.


We expect that our customers will be able to choose from tour packages that involve travel in and throughout the State of Goa. The tours may include nature adventures, shopping sprees and relaxation-oriented getaways.  We plan to offer tours to families and groups of friends or individuals up to a maximum of eight people.  The tours within the State of Goa will be one-day tours. Tours outside of Goa will last up to one week.  Tour clients will be responsible for their own food and lodging, although we will provide recommendations. We plan to use trilingual guides (in English, Konkani (the native language of Goans) and Hindi) for each package.  Our tours will also include car, chauffeur, and dinner reservations to places of our guests’ choosing. Initially all of our cars will be leased, although we, may, in the future, purchase a vehicle with a capacity for four passengers.




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We have not conducted any market research into the likelihood of success of our operations or the acceptance of our products or services by the public.  We will be relying on the experience of our President, Mr. Chuntan Vernekar, who will be devoting approximately 15 hours a week of his time to our operations. Once we begin operations, and are able to attract clients to use our services, Mr. Vernekar has agreed to commit more time as required.


We have been issued a "substantial doubt" going concern opinion from our auditors and our only asset is our cash balance of $5,301 with liabilities of $22,401.


To develop our website, we will begin to design an information page which will utilize artwork and a logo and include our mission statement, a brief biography of our President, pictures of locations, our services, fee structure, contact information and ordering instructions. This information page will serve as an “e-brochure.”  We plan to distribute the e-brochure electronically via the internet in accordance with all laws governing online solicitation known as spam mail. We plan to obtain the email addresses from various alliances such as hotel operators and travel agents. We will contract web space from a local Internet service provider.  We intend to establish an office in our President’s premises to maintain the website and database. This will include physical office space, computer equipment, telephones and other assets as required to maintain the operations.  


Since we became a reporting company we are responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10K and Form 10Qs.


The shareholders may read and copy any material filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street N.W., Washington, DC, 20549.   The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330.   The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which we have filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov.  


We are in dire need for injection of funds totaling $40,000 to execute our business and repay advances received. To survive as a reporting entity for the next 12 months, we require $14,000. We are in contact with various persons but there is no assurance we will succeed in securing additional funding.


Results of Operations


We did not earn any revenues for the six months ended January 31, 2012 and from inception on September 2, 2008 to January 31, 2012. We do not expect to realize any revenues until our business plan is implemented. Then our revenue will be generated from fees paid by customers for transportation services and tour packages, as well as commissions from the operators of various tour destinations for introducing them to our customers.  Since inception, we sold 8,000,000 shares of common stock for total proceeds of $55,000.


For the three months ended January 31, 2012, we incurred operating expenses in the amount of $2,323 which mainly comprised of professional fees totaling $1,672 and general and administrative expenses totaling $651. For the three months ended January 31, 2011, we incurred operating expenses in the amount of $3,486 which mainly comprises of professional fees totaling $1,500 and general and administrative expenses totaling $1,986.


For the six months ended January 31, 2012, we incurred operating expenses in the amount of $9,616 which mainly comprised of professional fees totaling $6,922 and general and administrative expenses totaling $2,694 relating to transfer agent fees and filing fees. For the six months ended January 31, 2011, we incurred operating expenses in the amount of $19,181 which mainly comprises of professional fees totaling $6,750 and general and administrative expenses totaling $12,431.




7




We incurred total operating expenses in the amount of $72,100 from inception on September 2, 2008 through January 31, 2012.  These operating expenses comprised of professional fees totaling $49,510 and general and administrative expenses totaling $22,590.


Liquidity and Capital Resources


As at January 31, 2012, we had a cash balance of $5,301 and current liabilities of $22,401.  


We do not anticipate generating any revenue for the foreseeable future. No other source of capital has been identified or sought. We have experienced a shortfall in operating capital. Our director and his associate have verbally agreed to advance the Company to a maximum of $40,000.


When additional funds become required, the additional funding will come from equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our business plan. In the absence of such financing, our business will fail.


We anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that we are a development stage company.


Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These risk factors are disclosed factors include, but are not limited to:


*

our ability to raise additional funding;

*

the results of our proposed operations


The detailed analysis of the risk factors is disclosed in our Company’s registration statement Form S-1 as filed with the Securities and Exchange Commission.


We are in dire need for injection of funds to execute our business and repay advance received and to survive as a reporting entity.


Going Concern Consideration


The report of our independent registered accounting firm for the year ended July 31, 2011 raises substantial doubt about our ability to continue as a going concern based on the absence of an established source of revenue, recurring losses from operations, and our need for additional financing in order to fund our operations in fiscal 2012.  


Our operations and financial results are subject to numerous various risks and uncertainties that could adversely affect our business, financial condition and results of operations.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.





8




Forward Looking Statements


The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.


Item 3. Qualitative and Quantitative Disclosure about Market Risks


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


Item 4. Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.


Controls and Procedures over Financial Reporting


Additionally, there were no changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the evaluation date.  We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.


PART II - OTHER INFORMATION


Item 1. Legal Proceedings.


The Company currently is not a party to any legal proceedings and, to the Company’s knowledge; no such proceedings are threatened or contemplated.


Item 1A. Risk Factors


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.


None



9





Item 3. Default Upon Senior Securities.


None.


Item 4. Removed and Reserved.


Item 5. Other Information.


None.


Item 6. Exhibits and Reports on Form 8-K.


a.

Exhibits


Exhibit Number

Description of Exhibit

 

 

3.1*

Articles of Incorporation*

3.2*

Bylaws*

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.


*Previously filed.








10




SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.


GOA SWEET TOURS LTD.
(Registrant)


Date: February 9, 2012


By: /s/ Chuntan Vernekar

Chuntan Vernekar
Principal Executive Officer
Principal Financial Officer and Director















11