Umatrin Holding Ltd - FORM 10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 31, 2015

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

For the transition period from ___________ to ___________

Commission File No. 333-153261

GOLDEN OPPORTUNITIES CORPORATION

(Name of small business issuer in its charter)

DELAWARE		87-0814235
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

520 S. Snowmass Circle, Superior,

Colorado

80027

(Address of principal executive offices)

(Zip Code)

(303) 494-5889

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered:		Name of each exchange on which registered:
None		None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.00001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	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 Act). Yes ¨ No x

There is no established public trading market for our common stock.

As of March 13, 2015, the registrant had 33,570,000 shares of its common stock outstanding.

TABLE OF CONTENTS

		PAGE

PART I

ITEM 1.	Business		3

ITEM 1A.	Risk Factors		8

ITEM 1B.	Unresolved Staff Comments		8

ITEM 2.	Properties		8

ITEM 3.	Legal Proceedings		8

ITEM 4.	Mine Safety Disclosures		8

PART II

ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		9

ITEM 6.	Selected Financial Data		10

ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		10

ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		12

ITEM 8.	Financial Statements and Supplementary Data		12

ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		12

ITEM 9A.	Controls and Procedures		13

ITEM 9B.	Other Information		13

PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance		15

ITEM 11.	Executive Compensation		16

ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		17

ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		17

ITEM 14.	Principal Accounting Fees and Services		18

ITEM 15.	Exhibits, Financial Statement Schedules		19

SIGNATURES			20

PART I

ITEM 1. BUSINESS

Description of Business

General

Background

The world-wide impact of the economic recession of 2009 and continuing through the current fiscal year has delayed the execution of our business plan. However, as the world-wide economy improves, we continue to seek out the best opportunities for the shareholders.

The growth of the economies in Asia has provided enormous opportunities to many professional companies in the region. In order to gain access to the opportunities across the emerging economies, Golden Opportunities Corporation (the “Company”), has developed the following business plan (the “Plan”).

We intend to use the experience of our sole executive to implement our plan as a business partner with active companies in the marketing, financial, and public relations markets, i.e. assisting our clients in their IPOs and other types of fund raising activities, or any other sales or marketing of products or services in Asia or any other company actively engaged in the professional services market or in the sales and /or manufacture and distribution of services or products in Asia. We continue to reach out to potential suitors for the company to be used as an investment vehicle for their future expansion or public company platform.

We are in the process of evaluating several potential temporary-to-permanent office locations convenient to the Hong Kong business center. No lease agreements have been negotiated at this point.

We will not need to merge with or acquire another entity in order to engage in active business. We will establish our initial offices in the Hong Kong/Shenzhen, China regions—and expand into emerging markets in Asia and leverage a client sourcing network in these markets within the following markets:

·	Technology, mobile and telecom companies;

·	First tier financial institutions and brokerage companies;

·	Regional electrical/hydropower, chemical and petroleum companies;

·	Regional textile, light electronics, steel and coal manufacturing companies;

·	Asia based manufacturers and distributors of domestic products;

·	Domestic and regional transportation companies; and,

·	Primary, secondary or vocational education.

Building upon a strong client base from our sole officer and director, we intend to expand our service scope and become a recognized professional service company in China and these emerging markets. Apart from our investor relations business, we will establish service capabilities in providing financial advisory and audit and tax services for our clients.

In addition to our expansion in service scope, we are also planning to expand our footprint in Asia via a mergers and acquisitions strategy. We will serve as a platform for a co-operative structure together with professional service companies in Hong Kong, Vietnam, Singapore, Thailand, the Philippines and Malaysia. In addition to the aforesaid countries, we may further expand into other countries (collectively, the “Emerging Markets”) with potential for its business model to achieve remarkable growth and return to its shareholders. We will leverage our sales/marketing platform to attract Partners who desire to be part of a publicly traded company. We will also reach out to potential suitors for the company to be used as an investment vehicle for their future expansion or public company platform.

The Company’s Services

While we intend to engage in financial marketing, we will consider any other related or unrelated sales/marketing opportunity. We intend to provide one-stop professional financial marketing services:

	1.	Providing Pre-IPO and IPO services (IPO);

	2.	Bridging client’s with investors (investor relations);

	3.	Bridging Client’s financial information and the media (media relations);

	4.	Providing financial consulting, and investment services (financial consulting);

	5.	Providing interim and permanent human resources personnel (human resources); and,

	6.	Providing innovative promotional consulting (innovative consulting).

Propelled by the influx of PRC enterprises into the local and international capital market, we will serve the Greater China Region with dedicated innovation and expansion into the Emerging Markets.

Initial Public Offering

The success of a public offering of an enterprise is measured by the extent to which the strengths of the enterprise is reflected and to which the enterprise stands out in the market. We will provide professional analyses and strategic proposals to the listing candidate regarding PR, promotion and marketing campaigns. At the same time, we will market our own sales/marketing platform to attract companies who desire to be part of a publicly traded company.

The comprehensive scope of our professional services will include:

·	Professional strategic analysis and recommendation;

·	Formulation of overall promotion strategy;

·	Execution of investor relations campaigns;

·	Formulation of media promotion strategy;

·	Road show organization;

·	Formulation of contingency solutions; and,

·	Preparation of corporate promotional materials.

Investor Relations

Investor relations are vital for listing and listed companies and the key to success lies in gaining and retaining investors’ attentions. We will use the experience of our sole executive officer and network with local and international investors, including fund managers, analysts and market commentators, to maximize the Client’s financial benefit.

The scope of Investor Relations service includes:

·	Road shows;

·	Results announcement presentation;

·	Annual general meetings;

·	Investor database;

·	Collection of research reports; and,

·	Preparation of annual reports, quarterly reports and promotional materials.

Media Relations

Media is one of the major communication channels between a listed company and its shareholders. We will establish, through acquisition or affiliation, a professional PR team familiar with the operations of different media in the Emerging Markets and maintain close relationships with international business and finance media.

Depending on the client’s needs, strategic arrangements will be made between the client and the media to ensure delivery of the best communication. The major activities and projects in media relations include:

·	Press Conference;

·	Media training;

·	Media interview arrangements;

·	Media monitor and follow-up; and

·	Media database

Financial Consulting and Investment Services

We will provide expertise to our clients in consulting and investment services. This will be achieved by leveraging the Company’s clients overall needs, and maintaining a structured approach to maximize the client’s return. We will also provide personal and corporate tax strategies and consulting.

Interim and Permanent Human Resources Personnel

We will have an electronic and networked database of human resource personnel to provide essential services to the clients. This network of personnel will be pre-screened for qualifications and experience. These personnel will be placed on an interim basis and then retained by the client, as necessary.

Innovative Promotional Consulting Services

As an effective channel between its clients and the investors, we will assist its clients in planning and organizing a wide range of events such and conference and marketing campaign. We will also provide “compliance and maintenance” consulting. This includes legal and transactional compliance with public financial markets and product markets.

Business Development Plan

Our growth plan and strategy has not been formulated in a vacuum. We have discussed with qualified companies within Asia and with their existing and potential clients and examined their needs. Two major trends have been identified:

	·	While many multinationals are entering into the Asian markets, established companies in Asia are also expanding rapidly within this region.

	·	Because of the changes in the operating environment, companies need different types of professional support, e.g. company secretary, audit, tax, financial advisory, management consulting services, etc. Instead of searching for different service providers for each of the services, companies would like to have a one-stop-shop for most of the professional services they need.

Relying on this research, we are planning to provide what clients need and be where clients expand, i.e. expanding its service offerings and footprint across Asia.

Expanding the Services Scope and Geographic Coverage

We intend to become a recognized professional services provider in the rapidly growing economies in Asia. We are committed to growing our self to be a company with wider service offerings and more extensive geographic coverage. Given the current economic downturn, we have delayed the execution of certain aspects of our intended services. The following table shows our anticipated growth plan to take place as opportunities present themselves.

	*Services*
Country	*Financial* PR	*Company* *Secretary*	*Financial* *Advisory*	*Audit*	*Tax*
Greater China	ü	ü	ü	ü	ü
Singapore	ü	ü	ü	ü	ü
Vietnam	ü	ü	ü	ü	ü
Thailand	ü	ü	ü	○	○
Malaysia	ü	ü	ü	○	○
The Philippines	ü	ü	ü	○	○

________________

ü - Services to be developed in the region with concrete plan

○ - Services to be developed when market conditions are favorable

Financial PR and Company Secretary Services

We will implement our Plan in China initially. We intend to replicate our success into other areas in Asia. Due to the similarity of client relationship management models, we will also provide company secretary business, i.e. assisting its client in compliance to the company ordinance and listing rules in respective countries.

Our priority continues to be to establish and expand these services in China, Singapore and Vietnam because the capital markets in these countries are very active. In order to expand into the economies as shown in the above table, we are in discussions with established financial PR services providers in China, Singapore and Vietnam, and company secretary companies in China/Hong Kong, Singapore and Vietnam, regarding future alliances.

In addition to the initial offices in Shenzhen, China, we are planning to further expand its network into other first and second-tier cities in China, including, Beijing and Shanghai. Similarly, in Vietnam, we will initially target offices in Hanoi and Ho Chi Minh (Saigon).

Further, we are currently screening for future partners offering financial PR and company secretarial services in Bangkok, Chiang Mai and Nakhon Ratchasima, Thailand; Kuala Lumpur, George Town and Putrajaya, Malaysia, and Manila and Quezon City, the Philippines.

Financial Advisory Services

The financial advisory services will include mergers and acquisitions, IPO’s, and other types of fund raising activities. We will leverage its acquired client base to provide these additional financial services not currently being provided to them. The provision of these financial advisory services will provide accretive revenues to the Company without the expense of new client acquisition.

With its existing base in China and future partners in other countries, we will formulate a dedicated team in pursuing mergers and acquisitions and fund raising opportunities. In view of the rising trends in the capital market and foreign investment in the region, we will assist clients in their M&A and fund raising in the future.

Audit and Tax Services

The market for audit and tax services is highly competitive in the region and we only plan to enter into the market where future partners have the ability and network to be successful. We will work closely with local audit and tax services providers in providing a one-stop-shop solution. Our sole executive officer is currently in discussions with audit and tax services providers in China/Hong Kong, Singapore, and Vietnam.

Growth Plan

With the objective for regional growth, the growth table has been developed in two phases to launch and establish independent offices and alliance partner offices to broaden our services and to expand our regional impact of the Company.

	Mergers and Acquisition
Phase 1		·	Establish alliance with non-merger Partner providing immediate revenue
		·	Establish alliance with a company secretary company in China
		·	Establish financial PR company with company secretary capability in Vietnam
		·	Establish alliance with non-merger Partner providing immediate revenue in Singapore
		·	Establish alliance with secretary capability in Singapore
		·	Establish alliance with an audit & tax professional service provider in China
		·	Launch financial advisory services in China, Vietnam and Singapore
Phase 2		·	Establish alliance with an audit & tax professional service providers in Singapore and Vietnam
		·	Launch a financial PR company with company secretary capability in Thailand
		·	Launch a financial PR company with company secretary capability in Malaysia and the Philippines
		·	Launch financial advisory services in Thailand, Malaysia and Philippines
		·	Establish alliance with an audit & tax professional service providers in Thailand, Malaysia and the Philippines (if market conditions is favorable)

Our future growth will mainly be fueled by expansion of our offices and partner alliances. This is because different countries will have different legal and business requirements making “Greenfield” establishment very costly. The followings set forth certain characteristics of the potential affiliations targets for the Company.

	·	Targeting small-medium enterprises;

	·	Ownership willing to become an integral player in a Asia-wide services group;

	·	Possessing successful track records in IPO and M&A;

	·	Operating in more than two cities in a country;

	·	Extensive client base connection with local investment capital market players;

	·	High profile, under-leveraged client base;

	·	Willing to become part of a regional network;

	·	Willing to take Company Shares as substantial compensation; and,

	·	Willing to hold shares for a period of at least two years.

Intellectual Property

We do not own any intellectual property.

Government Approval and Regulation

We do not need government approval for our principal products or services.

Employees

We have no full time employees. Our president has agreed to allocate a portion of his time to the activities of the Company, without compensation outside of Company stock. The president anticipates that our business plan can be implemented by his devoting approximately 20 hours per month to the business affairs of the Company and, consequently, conflicts of interest may arise with respect to the limited time commitment by such officer. From time to time, Mr. Zahorik engages the services of professionals to perform limited tasks on behalf of the Company.

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 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our business office is located at 520 S. Snowmass Circle, Superior, Colorado 80027.

ITEM 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

No Public Market for Common Stock

Our common stock was approved to trade on the OTC Bulletin Board system under the symbol “GOOO” in October 28, 2008. However, to date our Company’s Common Stock is not actively traded on a daily basis.

The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

Holders

There are over 30 shareholders of our Common Stock. The issued and outstanding shares of our Common Stock were issued in accordance with the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933.

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Equity Compensation Plan Information

The following table sets forth certain information as of January 31, 2015, with respect to compensation plans under which our equity securities are authorized for issuance:

(a)

(b)

(c)

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation

8,000,000

0.10

8,000,000

Plans approved by

Security holders

Equity compensation

None

Plans not approved

By security holders

Total

8,000,000

0.10

8,000,000

ITEM 6. SELECTED FIANANCIAL DATA

Not applicable because we are smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

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 as, assisting our clients in the process of going public and other types of fund raising activities. We also work with other companies actively engaged in the professional services market or in the sales and /or manufacture and distribution of products or services in Asia. While the Company development has been slowed by the economic downturn, the Company continues to seek relationships and target companies in furtherance of its business plan.

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 reach out to potential suitors for the company to be used as an investment vehicle for their future expansion or public company platform. As the Company is publicly traded and is not a shell, the Company delivers a great value to any potential suitor that intends to go public.

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.

The comprehensive scope of our professional services will include:

·	Professional strategic analysis and recommendation;

·	Formulation of overall promotion strategy;

·	Execution of investor relations campaigns;

·	Formulation of media promotion strategy;

·	Road show organization;

·	Formulation of contingency solutions; and,

·	Preparation of corporate promotional materials.

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

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

Results of Operations For the year Ended January 31, 2015 compared to the year ended January 31, 2014.

We had no revenues in the years ended January 31, 2015 and 2014.

Operating expenses totaled $79,256 and $84,641 for the periods ending January 31, 2015 and 2014, respectively. The decrease was driven by professional fees, primarily edgarizing fees.

Other expenses totaled $5,537 and $4,207 for the periods ending January 31, 2015 and 2014, respectively. The increase in other expense is primarily attributable to interest on increasing debt balance. The small increase is driven by interest expense on convertible notes payable.

Liquidity

We believe we can satisfy our cash requirements for the next twelve months with our current cash, shareholder advances, Company shares and expected revenues. However, completion of our Plan of Operations is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our Plan of Operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require additional financing.

The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and our progress with the execution of our Plan of Operations. At January 31, 2015, the Company had some capital resources and will rely upon the issuance of common stock and notes and capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.

We have no known demands or commitments and are not aware of any events or uncertainties as of January 31, 2015 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development of identified services. Should this occur, we would likely seek additional financing to support the continued operation of our business. It is foreseeable that we could continue to incur future operating losses.

Capital Resources

We had no material commitments for capital expenditures as of January 31, 2015 and 2014.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions 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 financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. 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 our financial statements.

Use Of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 those estimates.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable because we are a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements with accountants on accounting or financial disclosures.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Limitations on Systems of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses identified in our evaluation, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

·	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

·	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and,

·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, but not eliminate, this risk.

As of January 31, 2015, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were lack of a functioning audit committee due to a lack of a majority of independent members; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives and affecting the functions of authorization, recordkeeping, custody of assets, and reconciliation; and, management dominated by a single individual/small group without adequate compensating controls.

Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The directors and executive officers of the Company are:

Name

Age

Position

Date Appointed

Michael A. Zahorik

President,

Chief Executive Officer,

Chief Financial Officer,

Director

November 7, 2005

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years. Below is a brief biography of our sole officer and director:

MICHAEL A. ZAHORIK was appointed as the Company’s President, Chief Executive Officer, Chief Financial officer and a member of the Board of Directors as of November 7, 2005. Michael Zahorik is also president of Zahorik Professional Group (“ZPG”), which is a consulting group of financial and legal professionals. Mr. Zahorik has extensive experience in the areas of securities, corporate and business litigation and transactions and has advised management and boards of directors through numerous successful public and private transactions.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Our Board of Directors appoints officers annually and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

Audit Committee

We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.

Certain Legal Proceedings

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

Compliance With Section 16(a) Of The Exchange Act.

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended January 31, 2008.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

Our officers and directors do not receive any compensation (outside of Company stock) for services rendered to us, have not received such compensation in the past, and are not accruing any compensation pursuant to any agreement with us. However, our officers and directors anticipate receiving benefits as beneficial shareholders of us and, possibly, in other ways.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

Employment Agreements

We do not have any employment agreements in place with our sole officer and director

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number and percentage of shares of our common stock owned as of March 13, 2015 by all persons (i) known to us who own more than 5% of the outstanding number of such shares, (ii) by all of our directors, and (iii) by all officers and directors of us as a group. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class

Michael A. Zahorik		15,755,000		46.9	%
Falcon Investment Holdings Ltd		3,800,000		11.3	%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Management and Others

There were no material transactions, or series of similar transactions, since the beginning of the Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which we were or are a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Indebtedness of Management

There were no material transactions, or series of similar transactions, since the beginning of our last fiscal year, or any currently proposed transactions, or series of similar transactions, to which we were or are a party, in which the amount involved exceeds $60,000 and in which any director or executive officer, or any security holder who is known to us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Transactions with Promoters

There were no material transactions between us and our promoters or founders.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the fees billed by our principal independent accountant for each of our last two fiscal years for the categories of services indicated.

	Years Ended January 31,
Category	2015		2014
Audit Fees	$	4,500	$	4,000
Audit Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0

Audit fees. Consists of fees billed for the audit of our annual financial statements, review of our Form 10-K, review of our quarterly financial statements, review of our Forms 10-Q and services that are normally provided by the accountant in connection with year-end and interim statutory and regulatory filings or engagements.

Audit-related fees. Consists of fees billed for the review of registration statements, audit related consulting and services that are normally provided by the accountant in connection with non-year end statutory and regulatory filings or engagements.

Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Documents filed as part of this Annual Report

1. Financial Statements

2. Financial Statement Schedules

3. Exhibits

Exhibits No.		Descriptions

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

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

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLDEN OPPORTUNITIES CORP.

Date: March 13, 2015	By:	/s/ Michael A. Zahorik
		Michael A. Zahorik Chief Executive Officer Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 13, 2015

By:

/s/ Michael A. Zahorik

Michael A. Zahorik

Chief Executive Officer

Chief Financial Officer

GOLDEN OPPORTUNITIES CORPORATION

FINANCIAL STATEMENTS

AS OF JANUARY 31, 2015

GOLDEN OPPORTUNITIES CORPORATION

Financial Statements Table of Contents

FINANCIAL STATEMENTS	Page #

Balance Sheets		F-3

Statements of Operations		F-4

Statement of Stockholders’ Equity		F-5

Statements of Cash Flows		F-6

Notes to the Financial Statements		F-7

F-1

Messineo & Co., CPAs LLC

2471 N McMullen Booth Road, Suite 302

Clearwater, FL 33759-1362

T: (518) 530-1122

F: (727) 674-0511

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:

Golden Opportunities Corporation

Superior, CO

We have audited the accompanying balance sheets of Golden Opportunities Corporation as of January 31, 2015 and 2014 and the related statements of operations, stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden Opportunities Corporation as of January 31, 2015 and 2014 and the results of its operations and its cash flows for the years then ended, 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 3 to the financial statements, the Company has recurring losses and negative cash flows from operating activities, a working capital deficit, and a stockholders' deficit. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 2 to the financial statements, the January 31, 2014 financial statements have been restated to correct a misstatement.

Messineo & Co., CPAs LLC

Clearwater, Florida

March 12, 2015

F-2

GOLDEN OPPORTUNITIES CORPORATION
BALANCE SHEETS

			January 31, 2015			January 31, 2014
						RESTATED
ASSETS

CURRENT ASSETS
	Cash		$	16		$	91
		Total Current Assets		16			91

		TOTAL ASSETS	$	16		$	91

LIABILITIES AND STOCKHOLERS' DEFICIT

CURRENT LIABILITIES
	Accounts payable and accrued expenses		$	3,312		$	1,540
	Shareholder loans			21,967			7,500
		Total Current Liabilities		25,279			9,040
	Convertible notes payable, related party, net of debt discounts			6,530			1,583
		TOTAL LIABILITIES		31,809			10,623

	Commitments and contingencies

STOCKHOLDERS' DEFICIT
	Preferred stock: par value $0.00001*; 10,000,000 shares authorized; none issued
	Common stock: par value $0.00001*; 500,000,000 shares authorized; 33,570,000 and 33,570,000 shares issued and outstanding, respectively			336			336
	Additional paid-in capital			1,988,790			1,925,258
	Accumulated deficit			(2,020,919	)		(1,936,126	)
		Total Stockholders' Deficit		(31,793	)		(10,532	)

		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	16		$	91

* Retroactively adjusted par value for amendment to Articles of Incorporation, dated February 20, 2015

See auditor's report and the accompanying notes to the financial statements

F-3

GOLDEN OPPORTUNITIES CORPORATION

STATEMENTS OF OPERATIONS

		Year			Year
		Ended			Ended
		January 31, 2015			January 31, 2014
					RESTATED

REVENUE		$	-		$	-
COST OF SERVICES			-			-
GROSS PROFIT			-			-

OPERATING EXPENSES:
	PROFESSIONAL FEES		10,349			8,709
	GENERAL AND ADMINISTRATIVE EXPENSES		68,907			75,932
TOTAL OPERATING EXPENSES			79,256			84,641

LOSS FROM OPERATIONS			(79,256	)		(84,641	)

OTHER (INCOME) EXPENSES

	INTEREST EXPENSE - STOCKHOLDER		5,537			4,207
TOTAL OTHER (INCOME) EXPENSES, NET			5,537			4,207

LOSS BEFORE INCOME TAXES			(84,793	)		(88,848	)

INCOME TAXES			-			-

NET LOSS		$	(84,793	)	$	(88,848	)

Net Loss Per Common Share - basic & diluted		$	(0.00	)	$	(0.00	)

Weighted Average Common Shares Outstanding:
- basic & diluted			33,570,000			33,570,000

See auditor's report and the accompanying notes to the financial statements

F-4

GOLDEN OPPORTUNITIES CORPORATION

STATEMENT OF STOCKHOLDERS' DEFICIT

January 31, 2015

						Additional					Total
		Common Stock				Paid-in		Accumulated			Stockholders'
		Shares		Amount*		Capital		Deficit			Deficit

Balance, January 31, 2013			33,570,000		336		1,693,165		(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								(88,848	)		(88,848	)

Balance, January 31, 2014			33,570,000	$	336	$	1,925,258	$	(1,936,126	)	$	(10,532	)

	Interest as in-kind contribution						590					590
	Stock options expense						62,942					62,942
	Net Loss								(84,793	)		(84,793	)

Balance, January 31, 2015			33,570,000	$	336	$	2,000,194	$	(2,020,919	)	$	(31,793	)

* Retroactively adjusted par value for amendment to Articles of Incorporation, dated February 20, 2015

See auditor's report and the accompanying notes to the financial statements

F-5

GOLDEN OPPORTUNITIES CORPORATION

STATEMENTS OF CASH FLOWS

			Year			Year
			Ended			Ended
			January 31, 2015			January 31, 2014
						RESTATED

CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss		$	(84,793	)	$	(88,848	)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Interest contribution		590			4,207
		Amortization of debt discounts		4,947			-
		Stock options issued for compensation		62,942			62,892
	Changes in operating assets and liabilities:
		Accounts payable and accrued expenses		1.,772			1,265
		Shareholder advances		14,467			20,525
	Net cash used in operating activities			(75	)		41

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				(75	)		41

CASH BALANCE AT BEGINNING OF PERIOD				91			50

CASH BALANCE AT END OF PERIOD			$	16		$	91

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

NON-CASH DISCLOSURE:
	Shareholder advances converted to convertible note		$	-		$	164,994

See auditor's report and the accompanying notes to the financial statements

F-6

Golden Opportunities Corporation

NOTES TO FINANCIAL STATEMENTS

January 31, 2015

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.

F-7

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Restatement for the year ending January 31, 2014

In preparation of current year financial statements, management discovered substantial errors in the accounting for a beneficial conversion feature on related party debt. Specifically, a certain convertible note originated during the year ended January 31, 2014 contained a beneficial conversion feature which was expensed immediately. Management has determined that the appropriate accounting treatment would have been to recognize the beneficial conversion feature initially as a discount against the convertible note payable and amortize such discount, using the effective interest rate method over the life of the note. The correction of this issue includes reclassifying the amount expensed at inception to debt discount and then the initial period amortization of the debt discount. A summary of the changes to the financial statements originally reported is as follows:

Restatement of January 31, 2014:

	Originally
	Reported				Adjustment			Restated

Current assets	$	91						$	91
Total Assets	$	91			$	-		$	91

Current Liabilities		9,040				-			9,040
Convertible note payable, related party, net of debt discounts		164,994		(a)		(164,994	)		1,583
				(b)		1,583
Total Liabilities		174,034				(163,411	)		10,623

Common stock		33,570							33,570
Additional paid in capital		1,892,024							1,892,024
Accumulated deficit		(2,099,537	)			163,411			(1,936,126	)
Total Stockholders' Deficit		(173,943	)			163,411			(10,532	)
Total Liabilities and Stockholders’ Deficit	$	91			$	-		$	91



Operating Expenses		84,641							84,641
Other income (expense)		(169,201	)	(a)		164,994			(5,790	)
				(b)		(1,583	)
Net Loss	$	(253,842	)		$	163,411		$	(90,431	)

(a) Reclassification of beneficial conversion from expense to debt discount.

(b) Amortization of debt discount on interest rate method.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.

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”).

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 $16 and $91 at January 31, 2015 and 2014, respectively.

F-8

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 January 31, 2015 or 2014.

Fair value of financial instruments

The Company’s balance sheet includes financial instruments, including cash, accounts payable, accrued expenses, amounts due to related party and convertible notes payable to a related party. 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 January 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments consist of accrued expenses and shareholder loans.

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.

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.

F-9

The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the year ending January 31, 2015 as they were anti-dilutive.

	Number of potentially outstanding dilutive shares through January 31, 2015

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
Convertible notes payable (2 of equal face value), to the officer of the Company with a conversion prices of $.01 and $.005, with maturity date of September 15, 2023		24,749,100
Total potentially outstanding dilutive shares		32,749,100

Related parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of 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 at the date of grant.

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

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

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

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

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

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

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

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

Risks and Uncertainties

The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

F-10

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company has earned no revenues and at January 31, 2015 had accumulated a deficit of $2,020,919. The Company had a current year net loss of $84,793 and cash used by operating activities totalled $75.

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 – 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 February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this update simplify the codification and reduce the number of consolidation models by eliminating the indefinite deferral of Statement 167 and placing more emphasis on the risk of loss when determining controlling financial interests. Early adoption is permitted, but not required. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations.

In January 2015, FASB issued Accounting Standards Update (ASU) No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). This update eliminates from GAAP the concept of extraordinary items. The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendment may be applied both prospectively and retrospectively. Early adoption is permitted, but not required; as long as the standard is applied from the beginning of the fiscal year of adoption. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations.

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 FASB 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.

F-11

NOTE 5 – RELATED PARTY TRANSACTIONS

Shareholder Advances

In support of the Company’s efforts and cash requirements, it has relied on advances from the majority shareholder and sole officer until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by this shareholder. Shareholder advances were used to fund current operating expenses through advances or amounts paid on behalf of the Company in satisfaction of liabilities. During the periods ended January 31, 2015 and 2014 the Company’s sole officer advanced a total of $14,467 and $20,525, respectively. Shareholder advances totalled $21,967 and $7,500 at January 31, 2015 and 2014, respectively.

Shareholder advances are non-interest bearing. The Company has imputed interest, at a rate of 4%, recognizing interest expense on advances, in the amounts of $590 and $4,207 for the years ending January 31, 2015 and 2014, respectively. These amounts were recognized as interest expense and a corresponding contribution to capital.

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 convertible on demand of the holder, bear no interest, have a maturity date of September 15, 2023.

Equity

In 2011 the Company issued an option to purchase 8,000,000 common shares at $0.10 per share, to an officer of the company for compensation.

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
1/31/2015				62,941						220,898		283,126		3.5

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 6 – CONVERTIBLE NOTE PAYABLE

On September 15, 2013, $164,994 of shareholder advances 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 convertible on demand of the holder, bear no interest, have a maturity date of September 15, 2023.

F-12

The Company discounted the non-interest bearing note at 3.24% interest rate, in accordance with Applicable Federal Rate. 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% as a debt discount and will amortize this discount over the 10-year lives of the notes on the interest rate method.

During the years ended January 31, 2014 and 2013, amortization of the debt discounts was $4,947 and $1,583, respectively. As of October 31, 2014, there was no remaining unamortized discount on notes.

Convertible notes payable as of January 31, 2015 and 2014 were as follows:

	2015		2014
Convertible notes payable, original face value, two in equal amounts of $82,497, convertible at the option of the holder at $0.01 and $0.005, respectively, non-interest bearing, maturing September 15, 2023	$	164,994	$	164,994
Less debt discounts		158,464		163,411
	$	6,530	$	1,583

NOTE 7 – STOCKHOLDERS’ EQUITY

In February 20, 2015 the majority shareholders voted on and approved an increase of the number of authorized common shares from 100,000,000 to 500,000,000 and a decrease in par value from $0.001to$0.00001. The majority shareholders also voted on and approved a designation of 10,000,000 preferred shares with no series and a par value of $0.00001. The financial statements presented have been retroactively restated to present the change in authorized and par value.

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.

Equity – Additional Paid-In Capital

The Company has recognized interest expense on advances, in the amounts of $590 and $4,207 for the years ending January 31, 2015 and 2014, respectively. These amounts were recognized as interest expense and a corresponding contribution to capital.

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.

Options shall vest and become exercisable, in whole or in part based on the attainment of average closing prices for the company's common stock as reported by a NASDAQ market (the "Market") for five consecutive trading days after the date of grant and prior to July 30, 2019 (or if a Change of Control occurs prior to July 30, 2019, the price of the Company's common stock on the Market immediately preceding the closing of the Change in Control, even if such price is not maintained for five consecutive trading days) as follows: (i) one quarter (25%) of the options, equal to 2,000,000 shares, will vest if the average price is equal of greater than 100% of the exercise price; (ii) an additional quarter (25%) of the options, equal to 2,000,000 shares, will vest if the average price is equal of the greater 200% of the exercise price; (iii) an additional quarter (25%) of the options, equal to 2,000,000 shares, will vest if the average price is equal of the greater 300% of the exercise price; (iv) an additional quarter (25%) of the options, equal to 2,000,000 shares, will vest if the average price is equal of the greater 400% of the exercise price. Each such target price level is the vesting level.

F-13

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

	July 30, 2011

Expected option life (year)		8

Expected volatility		58.62	%*

Expected dividends		0.00	%

Risk-free rate(s)		2.32	%

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

The fair value of the stock options issued on July 30, 2011 using the Black-Scholes Option Pricing Model was $504,024 at the date of grant. For the periods ended January 31, 2015 and 2014, $62,892 and $62,941 respectively, was recognized as compensation cost for stock options issued.

The table below summarizes the Company’s stock option activities through January 31, 2015:

	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, 2014		8,000,000	$	0.10	$	0.10	$	504,024	$	-

Granted		-		-		-				-

Canceled		-		-		-				-

Exercised		-		-		-				-

Expired		-		-		-				-

Balance, January 31, 2015		8,000,000	$	0.10	$	0.10	$	504,024	$	-

Vested and exercisable, January 31, 2015		2,000,000	$	0.10	$	0.10		-	$	-

Unvested, January 31, 2015		6,000,000	$	0.10	$	0.10		-	$	-

F-14

NOTE 8 – INCOME TAXES

The Company has not recognized an income tax benefit for its operating losses 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 January 31, 2015 and 2014, the Company has incurred net losses of $2,184,551 and $2,099,537 which constitute net operating losses for income tax purposes. NOLs begin expiring in 2025. The losses result in deferred tax assets and valuation allowances of:

	January 31,
		2015			2014
Deferred tax asset, generated from net operating loss at statutory rates	$	327,700		$	314,900
Valuation allowance		(327,700	)		(314,900	)
	$	—		$	—

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

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

NOTE 9 – SUBSEQUENT EVENTS

In February 20, 2015 the majority shareholders voted on and approved an increase of the number of authorized common shares from 100,000,000 to 500,000,000 and a decrease in par value from $0.001 to $0.00001. The majority shareholders also voted on and approved a designation of 10,000,000 preferred shares with no series and a par value of $0.00001. The financial statements presented have been retroactively restated to present the change in authorized and par value.

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.

F-15

Attached files

Umatrin Holding Ltd Reports

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