UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended October 31, 2014

 

or

 

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

 

Commission file number: 333-153261

 

GOLDEN OPPORTUNITIES CORPORATION

(Exact name of registrant as specified in its charter)

 

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

 

520 S. Snowmass Circle, Superior, Colorado, 80027

(Address of Principal Executive Offices) (Zip Code)

 

(303) 494-5889

(Registrant’s Telephone Number including area code)

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ 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
(Do not check if a smaller reporting company)

 

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

 

The number of shares outstanding of the Registrant’s common stock as of December 1, 2014 was 33,570,000 shares of common stock.

 

 

 

GOLDEN OPPORTUNITIES CORPORATION

 

FORM 10-Q

 

October 31, 2014

 

TABLE OF CONTENTS

 

PART I— FINANCIAL INFORMATION
Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II— OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
SIGNATURES		20

 

2

 

PART 1 - FINANCIAL INFORMATION

 

GOLDEN OPPORTUNITIES CORPORATION

CONDENSED BALANCE SHEETS

 

		As of October 31, 2014				As of January 31, 2014
		(unaudited)				(audited)
ASSETS
Current Assets
Cash		$	15			$	91
Total Current Assets			15				91
TOTAL ASSETS		$	15			$	91
LIABILITIES & SHAREHOLDER’S EQUITY (DEFICIT)
Current Liabilities
Accrued expenses			1,615				1,540
Shareholder advances			14,442				7,500
Total Current Liabilities			16,057				9,040
Convertible note payable-Related party			164,994				164,994
TOTAL LIABILITIES			181,051				174,034
COMMITMENTS AND CONTINGENCIES
Shareholders’ Equity (Deficit)
Preferred stock ($.001 par value, 50,000,000 shares authorized; none issued and outstanding)			—				—
Common stock ($.001 par value, 100,000,000 shares authorized, 33,570,000 shares issued and outstanding at October 31, 2014 and January 31, 2014)			33,570				33,570
Additional paid in capital			1,943,408				1,892,024
Accumulated deficit			(2,158,014	)			(2,099,537	)
Total Shareholder (Deficit)			(181,036	)			(173,943	)
TOTAL LIABILITIES & SHAREHOLDER’S (DEFICIT)		$	15			$	91

 

See Accompanying Notes to Unaudited Condensed Financial Statements

 

3

 

GOLDEN OPPORTUNITIES CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		Three Months Ended October 31, 2014				Three Months Ended October 31, 2013				Nine Months Ended October 31, 2014				Nine Months Ended October 31, 2013
Compensation Costs		$	15,865				15,869				47,077				46,809
General and Administrative			42				4,303				58				13,035
Professional fees			2,348				1,584				7,036				5,936
Total General & Administrative Expenses			18,255				21,756				54,170				65,780
Loss from Operations			(18,255	)			(21,756	)			(54,170	)			(65,780	)
Other Income (Expense):
Interest Expense			(1,452	)			-				(4,307	)			(2,350	)
Beneficial   Conversion			-				(164,944	)			-				(164,994	)
Net Loss		$	(19,707	)			(186,750	)			(58,477	)			(233,124	)
Basic and Diluted Loss Per Share		$	(0.00	)			(0.01	)			(0.00	)			(0.01	)
Weighted average number of common shares outstanding			33,570,000				33,570,000				33,570,000				33,570,000

 

See Accompanying Notes to Unaudited Condensed Financial Statements

 

4

 

GOLDEN OPPORTUNITIES CORPORATION

STATEMENTS OF SHAREHOLDERS' (DEFICIT)

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

 

										Additional								Total
		Common Stock								Paid-in				Accumulated				Shareholders'
		Shares				Amount				Deficit				Deficit				Deficit
Shares issued at inception			100,000			$	100			$	100			$	-			$	200
Net Loss															(2,225	)			(2,225	)
Balance, January 31, 2006			100,000				100				100				(2,225	)			(2,025	)
Shares issued on acceptance of expenses paid on July 30, 2006			275,000				275				2,475				-				2,750
Shares issued on acceptance of expenses paid on August 15, 2006			1,250,000				1,250				11,250				-				12,500
Net Loss															(17,250	)			(17,250	)
Balance, January 31, 2007			1,625,000				1,625				13,725				(19,475	)			(4,125	)
Shares issued as compensation at $0.001 per share on November 1, 2007			20,000,000				20,000				180,000				-				200,000
Shares issued for cash at $0.025 per share during November 2007			1,780,000				1,780				42,720				-				44,500
Shares issued for cash at $0.025 per share on January 22, 2008			40,000				40				960				-				1,000
Net Loss															(204,937	)			(204,937	)
Balance, January 31, 2008			23,445,000				23,445				237,505				(224,412	)			36,538
Interest as in-kind contribution											534								534
Shares issued as compensation at $0.16 per share on January 2, 2009			1,125,000				1,125				178,875								180,000
Net Loss															(270,426	)			(270,426	)
Balance, January 31, 2009			24,570,000				24,570				416,914				(494,838	)			(53,354	)
Interest as in-kind contribution											1,644								1,644
Other expenses as in-kind contribution											6,275								6,275
Net Loss															(26,654	)			(26,654	)
Balance, January 31, 2010			24,570,000				24,570				424,833				(521,492	)			(72,089	)
Interest as in-kind contribution											2,358								2,358
Shares issued as compensation at $0.16 per share on February 5, 2010			4,000,000				4,000				636,000								640,000
Net Loss															(669,200	)			(669,200	)
Balance, January 31, 2011			28,570,000				28,570				1,063,191				(1,190,692	)			(98,931	)
Interest as in-kind contribution											2,895								2,895
Shares issued as compensation at $0.10 per share on June 30, 2011			5,000,000				5,000				495,000								500,000
Stock options issued as compensation at 0.10 per share on July 30, 2011											31,933								31,933
Net Loss															(562,448	)			(562,448	)
Balance, January 31, 2012			33,570,000				33,570				1,593,019				(1,753,140	)			(126,551	)
Interest as in-kind contribution											3,780								3,780
Stock options expense											63,132								63,132
Net Loss															(92,555	)			(92,555	)
Balance, January 31, 2013			33,570,000				33,570				1,659,931				(1,845,695	)			(152,194	)
Interest as in-kind contribution											4,207								4,207
Stock options expense											62,892								62,892
Beneficial conversion											164,994								164,994
Net Loss															(253,842	)			(253,842	)
Balance, January 31, 2014			33,570,000			$	33,570			$	1,892,024			$	(2,099,537	)		$	(173,943	)
Interest as in-kind contribution											4,307								4,307
Stock options expense											47,077								47,077
Net loss (unaudited)															(58,477	)			(58,477	)
Balance, July 31, 2014 (unaudited)			33,570,000			$	33,570			$	1,943,408			$	(2,158,014	)		$	(181,036	)

 

See Accompanying Notes to Unaudited Condensed Financial Statements

 

5

 

GOLDEN OPPORTUNITIES CORPORATION

STATEMENTS OF CASH FLOWS (unaudited)

 

		Nine months Ended				Nine months Ended
		October 31, 2014				October 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(58,477	)		$	(233,124	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest contribution to capital			4,307				2,350
Stock options issued as compensation			-				46,809
Stock options issued for compensation			47,077				-
Amortization of beneficial conversion			-				164,994
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			75				100
Shareholder advances			6,942				18,825
Net cash (used by) provided by operating activities			(76	)			(46	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash flows provided by (used in) investing activities			-				-
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash flows provided by financing activities			-				-
NET CHANGE IN CASH			(76	)			(46	)
CASH BALANCE AT BEGINNING OF PERIOD			91				50
CASH BALANCE AT END OF PERIOD		$	15			$	4
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-

 

See Accompanying Notes to Unaudited Condensed Financial Statements

 

6

 

GOLDEN OPPORTUNITIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

October 31, 2014

(Unaudited)

 

NOTE 1 – ORGANIZATION

 

Golden Opportunities Corporation (the “Company”), formally known as 51147, Inc. was incorporated in the state of Delaware on February 2, 2005. The Company was originally incorporated in order to locate and negotiate with a targeted business entity for the combination of that target company with The Company. The Company currently will leverage the talents of its sole executive and will implement its plan to become a business partner with an active company in the Services, Manufacturing, Financial or Public Relations market, i.e. assisting clients in their IPO and other types of fund raising activities (the “Affiliated Partner(s)”).

 

In doing so, the Company will not need to merge into nor will it be required to acquire clients or services in order to engage in active business. The Company will establish its initial offices in Hong Kong and/or Shenzhen, China in an effort to expand into Asia’s emerging markets.

 

The comprehensive scope of the Company’s professional services (the “Plan of Operations”) will include:

 

	-	Professional strategic analysis and recommendation;
	-	Professional legal or human resources provision;
	-	Professional strategic corporate consulting;
	-	Formulation of overall corporate growth or IPO strategy;
	-	Execution of investor relations campaigns;
	-	Formulation of media promotion strategy;
	-	Road show organization;
	-	Formulation of contingency liquidation solutions; and,
	-	Preparation of corporate promotional materials.

 

Michael Zahorik is the sole officer and director, and has an operational background in the legal, securities, financial, and corporate industries. Mr. Zahorik has been actively consulting in Asia since 1989 and is managing director of Zahorik Professional Group. Mr. Zahorik has extensive knowledge, contacts and a professional network in the corporate and financial services industry within Hong Kong, Mainland China and other Asian emerging markets, including, Macau, Malaysia, Philippines, Singapore, Thailand and Vietnam (collectively, but not exclusively, the “Emerging Markets”).

 

The financial statements have been prepared in conformity with generally accepted accounting principles in the United States.

 

We have not generated any operating revenue and have a negative cash flow from operations. We expect to generate operating losses during some or all of our planned development stage. These factors raise substantial doubt about our ability to continue as a going concern. In view of these matters, our ability to continue as a going concern is dependent upon our ability to meet our financial requirements, raise additional capital, and the success of our future operations.

 

7

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

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

 

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

 

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

 

Use of estimates

 

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

 

Fiscal year end

 

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

 

Cash equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents were $15 and $4 at October 31 and January 31, 2014, respectively.

 

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

 

Commitments and contingencies

 

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

 

8

 

Fair value of financial instruments

 

The Company’s balance sheet includes certain financial instruments: cash; accounts payable; accrued expenses; amounts due to shareholder; and convertible notes payable. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

 

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

 

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

 

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

 

Deferred Income taxes and valuation allowance

 

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

 

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

 

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

 

Earnings (Loss) per share

 

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

 

9

 

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

 

		Number of potentially outstanding dilutive shares
		For the Period from February 2, 2005 (inception) through October 31, 2014
Stock options issued on July 30, 2011 to the officer of the Company with an exercise price of $0.10 per share expiring (8) years from the date of issuance			8,000,000
Total potentially outstanding dilutive shares			8,000,000

 

Related parties

 

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

 

Share-based expense

 

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

 

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

 

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

 

·

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

 

	·	Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
	·	Expected dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option.
	·	Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.

 

10

 

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

 

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

 

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

 

Recently Issued Accounting Pronouncements

 

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

 

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.

 

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern; Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted but not required; at this time we are not early adopting. As the objective of this accounting standard is to provide guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern, the adoption of this standard is not expected to impact our financial position or results of operations.

 

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

 

In June 2014, the FAAB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities and also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early application permitted. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). We early adopted this pronouncement in the period ended July 31, 2014. As the objective of the amendments in this update is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities our early adoption of this guidance has not impacted our financial position or results of operations.

 

11

 

NOTE 3 – GOING CONCERN

 

As reflected in the accompanying financial statements, the Company has earned no revenues and at October 31, 2014 had accumulated a deficit of $2,158,014. The Company had a current period net loss of $58,477 and cash used by operating activities of $76.

 

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

 

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

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

Shareholder Advances

 

During the period ended October 31, 2014 the Company’s sole officer/principal owner advanced a total of $6,942.

 

Shareholder advances totalled $14,442 and $7,500 at October 31 and January 31, 2014, respectively.

 

Convertible Notes Payable

 

On September 15, 2013, $164,994 of shareholder loans payable to the Company’s sole officer/principal owner were re-structured into two notes in equal amounts of $82,497, convertible into the Company’s common stock at rates of $0.005 and $0.01 per share respectively. They are payable on demand, bear no interest, have a maturity date of September 15, 2023, and are convertible at the sole request of the holder/related party. Interest is imputed at the applicable federal rate of the origination date (3.49%) and recorded as contributed capital.

 

Based on the intrinsic value of the conversion feature, the Company determined that there was a beneficial conversion feature associated with two notes payable. As a result of the beneficial conversion feature exceeding the proceeds received from the promissory notes, management discounted the notes 100% and recognized a beneficial conversion expense of $164,994 on September 15, 2013.

 

Convertible notes payable totalled $164,994 at October 31 and January 31, 2014. Interest expense for the periods ended October 31, 2014 and 2013 was $4,307 and $2,350.

 

Equity – Common Stock

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

12

 

Equity – Options

 

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

 

Summary of Compensation Expense-Options

 

Date		Projected Fair Value on Date of Grant				Expense Reported				Expense projected				True-up Amount				Cumulative Reported Expense				Unrecognized Compensation				Weighted Average Period to Recognize Unrecognized Compensation Years
7/30/2011			504,024																				504,024				7.0
1/31/2012							16,053												31,933				472,091				6.5
1/31/2013							61,132								(43	)			95,065				408,959				5.5
1/31/2014							62,891								43				157,957				346,067				4.5
10/31/2014							47,077												205,034				298,990				3.75

 

Other

 

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

 

NOTE 5 – STOCKHOLDERS’ EQUITY

 

Preferred stock

 

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

 

Common stock

 

Equity –Common Stock

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

13

 

Stock options

 

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

 

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

 

		July 30, 2011
E Expected option life (year)			8
Expected volatility			58.62	%*
Expected dividends			0.00	%
Risk-free rate(s)			2.32	%

 

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

 

The fair value of the stock options issued on July 30, 2011 using the Black-Scholes Option Pricing Model was $504,024 at the date of grant. For the periods ended October 31, 2014 and 2013, $47,077 and $47,027, respectively, was recognized as compensation cost for stock options issued.

 

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

 

		Number of Option Shares				Exercise Price Range Per Share				Weighted Average Exercise Price				Fair Value at Date of Grant				Aggregate Intrinsic Value
Balance, February 1, 2013			8,000,000			$	0.10			$	0.10			$	504,024			$	-
Granted			-				-				-								-
Canceled			-				-				-								-
Exercised			-				-				-								-
Expired			-				-				-								-
Balance, January 31, 2014			8,000,000			$	0.10			$	0.10			$	504,024			$	-
Vested and exercisable, July 31, 2014			2,000,000			$	0.10			$	0.10				-			$	-
Unvested, October 31, 2014			6,000,000			$	0.10			$	0.10				-			$	-

 

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NOTE 6 – INCOME TAXES

 

The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

 

As of October 31, 2014 and 2013, the Company has incurred net losses of $2,158,015 and $2,078,819 resulting in net operating losses for income tax purposes. Under the Internal Revenue Code of 1986, as amended, these losses can be carried forward twenty years. As of October 31, 2014 the Company has net operating loss carry forwards, which begin expiring in 2025. The loss results in a deferred tax asset of approximately $323,700 at the effective statutory rate of 15%. The deferred tax asset has been off-set by an equal valuation allowance.

 

		October 31,
		2014			2013
Deferred tax asset, generated from net operating loss at statutory rates		$	323,700		$	311,800
Valuation allowance			(323,700	)		(311,800	)
		$	—		$	—

 

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

 

Federal income tax rate			15.0	%
Increase in valuation allowance			(15.0	%)
Effective income tax rate			0.0	%

 

The Company has not taken any uncertain tax positions, however, has open tax years subject to audit by the Internal Revenue Services, for the years beginning in 2011.

 

NOTE 7 – SUBSEQUENT EVENTS

 

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

 

15

 

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

 

 This Form 10-Q may contain “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the Company’s market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “continue” and variations of these words or comparable words. Forward-looking statements inherently involve risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to the risks described below under “Risk Factors” in Part II, Item 1A. The Company undertakes no obligation to update any forward-looking statements for revisions or changes after the date of this Form 10-Q.

 

Overview

 

Golden Opportunities Corporation (the “Company”), was incorporated in the state of Delaware as of February 2, 2005 as 51147, Inc. On June 10, 2008 we filed a certificate of amendment changing our name to Golden Opportunities Corporation. We were originally incorporated as a blank check company to locate and negotiate with a business entity for the combination of that target company with us. In November 2007, we changed our business model to use the experiences of our sole executive and commenced implementing our plan as a business partner with active companies in the marketing or financial public relations market such with plans to assist our clients with the process of going public and other types of fund raising activities. We also work with other companies actively engaged in the professional services market or in the sales and /or manufacture and distribution of products or services in Asia.

 

The world-wide impact of the economic recession of 2009 and continuing through the present time has delayed the full execution of our business plan. However, we continue to seek out the best potential opportunity for the shareholders. While we will not need to merge or acquire companies we will remain open to any sound business combination to achieve success. We intend to establish our initial offices in Hong Kong (SAR), China, or Shenzhen, China—and expand into emerging markets in Asia. We continue to talk to possible targets regarding business combinations, mergers, joint ventures, or other viable combinations to maximize shareholder value.

 

In light of the current economic situation, we are evaluating a number of temporary-to-permanent office locations in Hong Kong central to many businesses operating in Asia. Rent has become more competitive over last 12 months and we are looking for the most favorable situation for the Company.

 

The comprehensive scope of our professional services will include:

 

·		Professional strategic analysis and recommendation;
·		Formulation of overall promotion strategy;
·	Execution of investor relations campaigns;
·	Formulation of media promotion strategy;
·	Road show organization;
·	Formulation of contingency solutions;
·	Preparation of corporate promotional materials;

 

16

 

Michael Zahorik is the sole officer and director, and has an operational background in the legal, securities, financial and corporate industries. Mr. Zahorik has been actively consulting in Asia since 1989 and is managing director of Zahorik Professional Group. Mr. Zahorik has extensive knowledge, contacts and a professional network in the corporate and financial services industry within Hong Kong, Mainland China and other emerging markets, including, Macau, Malaysia, Philippines, Singapore, Thailand and Vietnam (collectively, but not exclusively, the “Emerging Markets”).

 

The financial statements included elsewhere in this prospectus have been prepared in conformity with generally accepted accounting principles in the United States, which contemplates continuation as a going concern. However, we have not generated any operating revenue, expect to generate operating losses during some or all of our planned development stages, and have a negative cash flow from operations, which raises substantial doubt about our ability to continue as a going concern. In view of these matters, our ability to continue as a going concern is dependent upon our ability to meet our financial requirements, raise additional capital, and the success of our future operations.

 

Critical Accounting Policies

 

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

 

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

 

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

 

Results of Operations

 

Three months ended October 31, 2014 and 2013

 

The Company did not have any operating income for the three-month periods ending October 31, 2014 and 2013. For the three months ended October 31, 2014, the company had a net loss of $19,707 compared to a net loss of $186,750 for the three-month period ending October 31, 2013. The decrease in expense is primarily comprised of a noncash beneficial conversion of approximately $165,000.

 

Nine months ended October 31, 2014 and 2013

 

The Company did not have any operating income for the nine-month periods ending October 31, 2014 and 2013. For the nine months ended October 31, 2014, the company had a net loss of $58, 477 compared to a net loss of $231,124 for the nine month period ending October 31, 2013. The decrease in expense consists of a noncash beneficial conversion of approximately $165,000 and travel expense of approximately $12,700 offset by an approximate $1,100 increase in professional fees.

 

17

 

Liquidity and Capital Resources

 

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

 

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

 

For the nine-month periods ended October 31, 2104 and 2013 approximately $51,400 (88%) and $214,200 (92%) of our net losses were noncash expenses: loan interest and beneficial conversion amortization. Our operating expenses are funded as they come due by shareholder loans from our sole officer and principal owner resulting in minimal cash balances.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are a smaller reporting company, as defined by §229.10(f)(1), and are not required to provide the information required by this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

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

 

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

 

For a full discussion of our internal control over financial reporting, please refer to Item 9A, “Controls and Procedures” in our 2014 Annual Report on Form 10-K.

 

18

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

Currently we are not aware of any litigation pending or threatened by or against the Company

 

ITEM 1A. RISK FACTORS

 

No applicable for smaller reporting company.

 

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

 

None

 

 ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS

 

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer & Principal Accounting Officer
32.1	Section 1350 Certifications of Chief Executive Officer and Principal Accounting Officer

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

 

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

 

19

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 

	GOLDEN OPPORTUNITIES CORPORATION
Date: December 8, 2014	By:	/s/ Michael A. Zahorik
		Michael A. Zahorik
		Chief Executive Officer, Principal Financial Officer

 

 

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