UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended July 31, 2015

 

or

 

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

 

For the transition period from ____________ to____________

 

Commission file number: 333-153261

 

UMATRIN HOLDING LIMITED

(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)

 

315 Madison Ave 3^rd Floor PMB #3050 New York City, NY 10017

 (Address of Principal Executive Offices) (Zip Code)

 

866.874.4888

 (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 ¨ No x

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 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.

 

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 x No ¨

 

The number of shares outstanding of the Registrant’s common stock as of October 9, 2015 was 58,319,100 shares of common stock.

 

 

 

UMATRIN HOLDING LIMITED

 

FORM 10-Q

 

July 31, 2015

 

TABLE OF CONTENTS

 

PART I— FINANCIAL INFORMATION
Item 1.	Financial Statements			3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk			19
Item 4.	Controls and Procedures			19
Item 5.	Exhibits			20
SIGNATURES				21

 

2

 

PART I – FINANCIAL INFORMATION

 

UMATRIN HOLDING LIMITED

FKA

GOLDEN OPPORTUNITIES CORPORATION
BALANCE SHEETS

 

		July 31, 2015				January 31, 2015
		(unaudited)				(audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	4			$	16
Total Current Assets			4				16
TOTAL ASSETS		$	4				16
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	1,500			$	3,312
Shareholder advance			11,933				21,967
Total Current Liabilities			13,433				25,279
Convertible note payable, related party, net of debt discounts			-				6,530
TOTAL LIABILITIES			13,433				31,809
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; 58,319,100 and 33,570,000 shares issued and outstanding, respectively			583				336
Additional paid-In capital			2,058,980				1,988,790
Accumulated deficit			(2,072,992	)			(2,020,919	)
Total Stockholders' Deficit			13,429				(31,793	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	4			$	16

 

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

 

See accompanying notes to the unaudited financial statements

 

3

 

UMATRIN HOLDING LIMITED

FKA

GOLDEN OPPORTUNITIES CORPORATION
STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the Three months Ended July 31								For the Six months Ended July 31
		2015				2014				2015				2014
REVENUE		$	-				-			$	-			$	-
OPERATING EXPENSES:
Professional Fees			10,500				1,976				14,260				4,688
General and Administrative			18,844				15,880				36,028				31,227
TOTAL OPERATING EXPENSES			29,344				17,856				50,288				35,915
LOSS FROM OPERATIONS			(29,344	)			(17,856	)			(50,288	)			(35,915	)
OTHER INCOME (EXPENSES)
Imputed Interest Expense			-				(1,451	)			(868	)			(2,855	)
Interest Expense-Beneficial Conversion			-				(1,205	)			(917	)			(2,305	)
TOTAL OTHER (INCOME) EXPENSES, NET			-				(2,656	)			(1,785	)			(5,160	)
LOSS BEFORE INCOME TAXES			(29,344	)			(20,512	)			(52,073	)			(41,075	)
INCOME TAXES			-								-				-
NET LOSS		$	(29,344	)			(20,512	)		$	(52,073	)		$	(41,075	)
Net Loss Per Common Share - basic & diluted		$	(0.00	)			(0.00	)		$	(0.00	)		$	(0.00	)
Weighted Average Common Shares Outstanding:			58,319,100				33,570,000				50,661,920				33,570,000

 

See accompanying notes to the unaudited financial statements

 

4

 

UMATRIN HOLDING LIMITED

FKA

GOLDEN OPPORTUNITIES CORPORATION
STATEMENTS OF STOCKHOLDERS' DEFICIT
July 31, 2015

(Unaudited)

  

										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			$	1,988,790			$	(2,020,919	)		$	(31,793	)
Issuance of stock for promissory notes			24,719,100				247				7,200								7,447
Interest as in-kind contribution											868								868
Stock options expense											31,415								31,415
Shareholder advances contributed as paid-­in capital											30,707								30,707
Net Loss														$	(52,073	)		$	(52,073	)
Balance, July 31, 2015			58,319,100			$	583			$	2,058,980			$	(2,072,992	)		$	13,429

 

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

 

See accompanying notes to the unaudited financial statements

 

5

 

UMATRIN HOLDING LIMITED

FKA

GOLDEN OPPORTUNITIES CORPORATION
STATEMENTS OF CASH FLOWS

(Unaudited)
 

		Six months Ended				Six months Ended
		July 31, 2015				July 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(52,073	)		$	(41,075	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest expense			868				2,855
Interest expense-beneficial conversion feature			917				2,305
Stock options issued for compensation			31,415				31,212
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			(1,812	)			(665	)
Shareholder advances			20,426				5,300
Net cash provided by operating activities			(259	)			(68	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash flows provided by (used in) investing activities			-				-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common shares			247				-
Net cash flows provided by financing activities			247				-
NET CHANGE IN CASH			(12	)			(68	)
CASH BALANCE AT BEGINNING OF PERIOD			16				91
CASH BALANCE AT END OF PERIOD		$	4			$	23
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid		$	-			$	-
Income taxes paid		$	-			$	-
NON-CASH DISCLOSURE FINANCING & INVESTING ACTIVITIES:
Shareholder advances contributed as paid-in capital		$	30,707			$	-
Conversion of Convertible Note to Common Stock		$	7,447			$	-

 

See accompanying notes to the unaudited financial statements

 

6

 

UMATRIN HOLDING LIMITED

FKA

GOLDEN OPPORTUNITIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

July 31, 2015

(Unaudited)

 

NOTE 1 – ORGANIZATION

 

Umatrin Holding Limited (formerly known as Golden Opportunities Corporation) (the “Company) 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 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 stages. These factors raise substantial doubt about our ability to continue as a going concern. In view of these matters, our ability to continue as a going concern is dependent upon our ability to meet our financial requirements, raise additional capital, and the success of our future operations.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

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 and the notes thereto.

 

The results of operations for the six month period ended July 31, 2015 are not necessarily indicative of the results for the full fiscal year ending January 31, 2016.

 

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 $4 and $16 at July 31, 2015 and January 31, 2015, respectively.

 

7

 

Cash flows reporting

 

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

 

Commitments and contingencies

 

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies at July 31, 2015 and January 31, 2015.

 

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.

 

8

 

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, 2015 or January 31, 2015.

 

Earnings (Loss) per share

 

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

 

The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the three and six months ended July 31, 2015 and 2014 as they were anti-dilutive.

 

		Three months Ended								Six months Ended
		July 31,				July 31,				July 31,				July 31,
		2015				2014				2015				2014
Stock options issued on July 30, 2011			8,000,000				8,000,000				8,000,000				8,000,000
Convertible notes issued on September 15, 2013			-				24,749,100				-				24,749,100
Total potentially outstanding dilutive shares			-				24,749,100				-				24,749,100

 

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.

 

9

 

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

 

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

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

 

Share-based expense for the six months ended July 31, 2015 and 2014 were $31,415 and $31,212, respectively.

 

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.

 

10

 

NOTE 3 – GOING CONCERN

 

As reflected in the accompanying financial statements, the Company had earned no revenues and at July 31, 2015 had accumulated a deficit of $2,072,992. The Company had a current period net loss of $52,073.

  

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

 

In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, 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 by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction form the carrying amount of the related debt liability. This treatment is consistent with the treatment of debt discounts. Recognition and measurement guidance for debt issuance costs remain unchanged by this update. Early adoption is permitted, but not required; for financial statements that have not been previously issued. At this time we are not early adopting. 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 February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30). 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; at this time we are not early adopting. 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 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.

 

The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

 

11

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Shareholder Advances

 

In support of the Company’s efforts and cash requirements, the Company has relied on advances from the majority shareholder and sole officer until such time that the Company can support its operations or attain 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 six months ended July 31, 2015 and 2014, the Company’s sole officer advanced a total of $20,426 and $5,300, respectively. Shareholder advances outstanding was $11,933 at July 31, 2015, and $21,967 at January 31, 2015, respectively. Shareholder advances totaling $36,991 were contributed as paid-in capital by our former controlling shareholder.

 

Shareholder advances are non-interest bearing. The Company had recognized imputed interest expense on advances, in the amounts of $868 and $2,855 for the six months ended July 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 advances payable to the Company’s former sole officer and majority owner were re-structured into two notes in equal amounts of $82,497, each convertible into the Company’s common stock at rates of $0.005 and $0.01 per share respectively. The notes are convertible on demand of the holder, bear no interest, and have a maturity date of September 15, 2023. The two notes in equal amounts of $82,497 were converted by the new controlling shareholder on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.01 per share. (For more information, please refer to Note 6.)

 

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. (For more information, please refer to Note 7.)

   

12

   

NOTE 6 – CONVERTIBLE NOTE PAYABLE

 

On September 15, 2013, $164,994 of shareholder advances payable to the Company’s sole officer and majority owner were re-structured into two notes in equal amounts of $82,497, each 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.

 

The Company discounted the non-interest bearing note at 3.24% interest rate, in accordance with the 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.

 

The two notes in equal amounts of $82,497 were converted by the new controlling shareholder on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.01 per share. Total debt discount of $7,447 was amortized from issuance of convertible note to the day the notes was converted.

 

The interest expense amortized for the six months ended July 31, 2015 and 2014 were $917 and $2,305, respectively.

  

NOTE 7 – STOCKHOLDERS’ EQUITY

 

On 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.

 

Equity –Common Stock

 

On March 29, 2015, the Company issued 16,499,400 shares at $0.005 a share and totaling $82,497 and 8,249,700 shares at $0.01 a share and totaling $82,497 as conversions of two promissory notes payable for past advances and loans. See Note 5.

 

13

 

Equity – Additional Paid-In Capital

 

The Company had recognized imputed interest expense on advances, in the amounts of $868 and $2,855 for the six months ended July 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.

 

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 31, 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 the Company 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 31, 2011 using the Black-Scholes Option Pricing Model was $504,024 at the date of grant. For the periods ended July 31 and January 31, 2015, $31,415 and $62,892 respectively, was recognized as compensation expense for stock options issued.

 

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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
4/30/2015							15,865										236,763				267,261				3.25
7/31/2015							15,550										252,313				251,711				3.0

 

Summary of stock option activities for the six months ended July 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				-			$	-
Unvested, July 31, 2015			6,000,000			$	0.10			$	0.10				-			$	-

 

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NOTE 8 – INCOME TAXES

 

The Company has not recognized an income tax benefit for its domestic 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 July 31 and January 31, 2015, the Company had incurred domestic net losses of $2,072,992 and $2,020,919, which constitute net operating losses for income tax purposes and results in a deferred tax asset. NOLs begin expiring in 2025. The losses result in a deferred tax asset and an equal valuation allowance of:

  

		July 31, 2015				January 31, 2015
Deferred tax asset, generated from net operating loss at statutory rates		$	310,948			$	303,100
Valuation allowance			(310,948	)			(303,100	)
		$	—			$	—

 

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

 

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.

 

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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 under “Risk Factors” in the Company’s annual report filed on March 16, 2015.. The Company undertakes no obligation to update any forward-looking statements for revisions or changes after the date of this Form 10-Q.

 

Overview

 

Umatrin Holding Limited, formerly Golden Opportunities Corporation (the “Company”), was incorporated in the state of Delaware on February 2, 2005 as 51147, Inc. In November 2007, we changed our business model to rely more on 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 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 professional services market or in the sales and /or manufacture and distribution of products or services in Asia.

 

From 2009 to 2012, throughout the worldwide economic recession, the Company continued to seek out the best potential opportunity for the shareholders. While we do not need to merge or acquire companies, we remain open to any sound business combination to achieve success. Through this period, the Company relied on its sole officer and director to fund the Company’s business plan, including the promotion of the Company’s comprehensive scope of our professional services, which includes:

 

·	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.

 

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In February 2015, the Company amended its Articles to increase the number of authorized common shares from 500,000,000 with a par value $0.001, to 500,000,000 with a par value of $0.00001. 10,000,000 shares were designated as preferred shares with a par value of $0.00001 to be designated into specific series under the preferred share category from time to time as determined by the board of directors.

 

On March 27, 2015, a total of 19,555,000 shares were acquired by Umatrin Group Ltd. (“UGL”) through its principal and director, Dato Sri Warren Eu. At that time, UGL also acquired promissory notes that converted into common shares of the Company. In April 2015, the promissory notes were converted into 24,749,100 shares of the Company’s common stock. Upon conversion, UGL held 44,304,100 shares of Company’s common stock out of a total issued and outstanding of 58,319,100 shares.

 

The Company requested to FINRA a voluntary symbol change and on March 31, 2015, the Company was issued a new symbol of “UMHL”. On March 31, 2015, effective March 31, 2015, Dato Sri Warren Eu was appointed to the sole director. Dato Sri Warren Eu was appointed President, CEO and CFO to serve until the next shareholder meeting, and continuing his service thereafter until his removal or resignation.

 

Dato Sri Warren Eu’s reputation as a business leader in Malaysia and in other regions of Asia are well known. He is the founder of numerous successful companies offering goods and services in Malaysia and other surrounding countries. He was awarded Sri Sultan Ahmad Shah Pahang (S.S.A.P.) from the Sultan of Pahang that carry the title “Dato’ Sri” in the year 2014. Prior to that, he was awarded Darjah Indera Mahkota Pahang (D.I.M.P.) from the Sultan of Pahang in the year 2013 that carry the title “Dato”. Dato Sri holds a Philosophy of Doctorate (Ph.D.) in Finance from the Golden State University in the United States, and is a successful business tutor and entrepreneur.

 

Together, Dato Sri Warren Eu and Michael Zahorik are dedicated to increase shareholder’s value. The Company will leverage Dato Sri Warren Eu’s expertise and knowledge in focusing on expanding the Company’s reputation throughout Asia as a leading O2O (Online to Offline) company that provides technology, products and services to enable consumers, merchants, and other participants to conduct e-commerce on its i-cloud ecosystem. O2O business model finds consumers online and brings them into physical stores. It is a combination of payment model and foot traffic generator for merchants that create offline purchases. The Company will continue to follow its business plan of being a leader in delivering products and services through its Asia epicenter.

 

In April 2015, the Company amended its Articles of Incorporation to change the name into “Umatrin Holding Limited”.the Company filed with FINRA its Notice of Corporate Action regarding the name change on April 20, 2015, which became effective May 5, 2015.

 

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 continued operating losses, and have negative cash flows 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 experiences, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, the 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 Note 2 to the Financial Statements herein.

 

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Results of Operations for the Three and Six month Periods ended July 31, 2015 and 2014.

 

The Company did not have any operating income for the three and six-month periods ending July 31, 2015 and 2014.

 

For the three months ended July 31, 2015, the Company had a net loss of $29,344 compared to a net loss of $20,512 for the three month period ending July 31, 2014. The increase in net loss is primarily attributable to professional fees. The Company incurred imputed interest expense of $1,451 and beneficial conversion feature interest expense of $1,205 for the three month ended July 31, 2014 which was not incurred for the corresponding period in 2015.

 

For the six months ended July 31, 2015, the Company had a net loss of $52,073 compared to a net loss of $41,075 for the six month period ending July 31, 2014. The increase in net loss is primarily attributable to increase in operating expenses. The Company also incurred additional professional fee expenses in relation to change of control of the Company. 

 

Liquidity and Capital Resources

 

The Company had cash and cash equivalents of $4 and $16 as of July 31, 2015 and January 31, 2015, respectively.

 

We have no internal sources of liquidity. Our only external source of liquidity are our officers/directors who personally fund our operating expenses through related party loans. There is no assurance of their ability to continue personally funding our operating expenses. There is no assurance we would be able to secure additional sources of funding. The company continues to rely upon the issuance of common stock, notes and, capital contributions from shareholders to fund administrative expenses.

 

We have no known demands or commitments and are not aware of any events or uncertainties as of July 31, 2015 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 for the six months ended July 31, 2015 and 2014.

 

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”.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable for smaller reporting company.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of disclosure controls and procedures: The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15 (f) and 15d-15(f)) as of July 31, 2015, have concluded that as of such date, the Company’s disclosure controls and procedures were not effective toward ensuring that material information relating to the Company would be made known to such officers on a timely basis.

 

Changes in internal control over financial reporting: There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended July 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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ITEM 5. EXHIBITS

 

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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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.

 

	UMATRIN HOLDING LIMITED
Date: October 16, 2015	By:	/s/ Dato Sri Warren Eu
		Dato Sri Warren Eu
		Chief Executive Officer

 

 

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