x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
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or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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87-0814235
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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PART I— FINANCIAL INFORMATION
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|||||
Item 1.
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Financial Statements
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F-1 | |||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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3 | |||
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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5 | |||
Item 4T.
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Controls and Procedures
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5 | |||
PART II— OTHER INFORMATION
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|||||
Item 1.
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Legal Proceedings
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7 | |||
Item 1A.
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Risk Factors
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7 | |||
Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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7 | |||
Item 3.
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Defaults Upon Senior Securities
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7 | |||
Item 4.
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Mine Safety Disclosures
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7 | |||
Item 5.
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Other Information
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7 | |||
Item 6.
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Exhibits
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8 | |||
SIGNATURES
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9 |
July 31,
2012
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January 31,
2012
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|||||||
(unaudited)
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||||||||
ASSETS
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||||||||
CURRENT ASSETS
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||||||||
Cash
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$ | 35 | $ | 2,633 | ||||
Total Current Assets
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35 | 2,633 | ||||||
TOTAL ASSETS
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$ | 35 | $ | 2,633 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
CURRENT LIABILITIES
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||||||||
Accrued expenses
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$ | 6,275 | $ | 6,275 | ||||
Notes payable - stockholders
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139,977 | 122,909 | ||||||
Total Current Liabilities
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146,252 | 129,184 | ||||||
TOTAL LIABILITIES
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146,252 | 129,184 | ||||||
STOCKHOLDERS' DEFICIT
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||||||||
Common stock: par value $0.001; 100,000,000 shares authorized;
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||||||||
33,570,000 and 33,570,000 shares issued and outstanding, respectively
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33,570 | 33,570 | ||||||
Additional paid-In capital
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1,625,988 | 1,593,019 | ||||||
Deficit accumulated during the development stage
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(1,805,775 | ) | (1,753,140 | ) | ||||
Total Stockholders' Deficit
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(146,217 | ) | (126,551 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 35 | $ | 2,633 |
GOLDEN OPPORTUNITIES CORPORATION
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(A development stage company)
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STATEMENTS OF OPERATIONS
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For the Period from
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||||||||||||
Six Months
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Six Months
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February 2, 2005
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||||||||||
Ended
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Ended
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(inception) through
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||||||||||
July 31, 2012
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July 31, 2011
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July 31, 2012
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||||||||||
(unadutied)
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(unadutied)
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(unadutied)
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||||||||||
REVENUE
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$ | - | $ | - | $ | - | ||||||
COST OF SERVICES
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- | - | - | |||||||||
GROSS PROFIT
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- | - | - | |||||||||
OPERATING EXPENSES:
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||||||||||||
PROFESSIONAL FEES
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4,293 | 3,204 | 65,658 | |||||||||
GENERAL AND ADMINISTRATIVE EXPENSES
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46,767 | 10,804 | 211,011 | |||||||||
STOCK COMPENSATION
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- | 500,000 | 1,520,100 | |||||||||
TOTAL OPERATING EXPENSES
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51,060 | 514,008 | 1,796,769 | |||||||||
LOSS FROM OPERATIONS
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(51,060 | ) | (514,008 | ) | (1,796,769 | ) | ||||||
OTHER (INCOME) EXPENSES
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||||||||||||
INTEREST EXPENSE - STOCKHOLDER
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1,575 | 1,417 | 9,006 | |||||||||
TOTAL OTHER (INCOME) EXPENSES, NET
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1,575 | 1,417 | 9,006 | |||||||||
LOSS BEFORE INCOME TAXES
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(52,635 | ) | (515,425 | ) | (1,805,775 | ) | ||||||
INCOME TAXES
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- | - | - | |||||||||
NET LOSS
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$ | (52,635 | ) | $ | (515,425 | ) | $ | (1,805,775 | ) | |||
Net Loss Per Common Share - basic & diluted
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$ | (0.00 | ) | $ | (0.02 | ) | ||||||
Weighted Average Common Shares Outstanding:
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||||||||||||
- basic & diluted
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33,570,000 | 29,426,500 |
GOLDEN OPPORTUNITIES CORPORATION
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(A development stage company)
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STATEMENTS OF OPERATIONS
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Three Months
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Three Months
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|||||||
Ended
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Ended
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|||||||
July 31, 2012
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July 31, 2011
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|||||||
(unaudited)
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(unaudited)
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|||||||
REVENUE
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$ | - | $ | - | ||||
COST OF SERVICES
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- | - | ||||||
GROSS PROFIT
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- | - | ||||||
OPERATING EXPENSES:
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||||||||
PROFESSIONAL FEES
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1,588 | 1,058 | ||||||
GENERAL AND ADMINISTRATIVE EXPENSES
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21,267 | 6,309 | ||||||
STOCK COMPENSATION
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- | 500,000 | ||||||
TOTAL OPERATING EXPENSES
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22,855 | 507,367 | ||||||
LOSS FROM OPERATIONS
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(22,855 | ) | (507,367 | ) | ||||
OTHER (INCOME) EXPENSES
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INTEREST EXPENSE - STOCKHOLDER
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788 | 722 | ||||||
OTHER EXPENSE
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- | - | ||||||
TOTAL OTHER (INCOME) EXPENSES, NET
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788 | 722 | ||||||
LOSS BEFORE INCOME TAXES
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(23,643 | ) | (508,089 | ) | ||||
INCOME TAXES
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- | - | ||||||
NET LOSS
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$ | (23,643 | ) | $ | (508,089 | ) | ||
Net Loss Per Common Share - basic & diluted
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$ | (0.00 | ) | $ | (0.02 | ) | ||
Weighted Average Common Shares Outstanding:
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- basic & diluted
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33,570,000 | 30,255,000 |
GOLDEN OPPORTUNITIES CORPORATION
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(A development stage company)
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STATEMENT OF STOCKHOLDERS' DEFICIT
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For the Period from February 2, 2005 (inception) through July 31, 2012
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Deficit
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||||||||||||||||||||
accumulated
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||||||||||||||||||||
Additionsal
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during the
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Total
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||||||||||||||||||
Common Stock
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Paid-in
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Development
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Stockholders'
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|||||||||||||||||
Shares
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Amount
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Capital
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Stage
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Deficit
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||||||||||||||||
Balance, January 31, 2008
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23,445,000 | $ | 23,445 | $ | 237,505 | $ | (224,412 | ) | $ | 36,538 | ||||||||||
Interest as in-kind contribution
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534 | 534 | ||||||||||||||||||
Shares issued as compensation at $0.16 per share on January 2, 2009
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1,125,000 | 1,125 | 178,875 | 180,000 | ||||||||||||||||
Net Loss
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(270,426 | ) | (270,426 | ) | ||||||||||||||||
Balance, January 31, 2009
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24,570,000 | 24,570 | 416,914 | (494,838 | ) | (53,354 | ) | |||||||||||||
Interest as in-kind contribution
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1,644 | 1,644 | ||||||||||||||||||
Other expenses as in-kind contribution
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6,275 | 6,275 | ||||||||||||||||||
Net Loss
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(26,654 | ) | (26,654 | ) | ||||||||||||||||
Balance, January 31, 2010
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24,570,000 | 24,570 | 424,833 | (521,492 | ) | (72,089 | ) | |||||||||||||
Interest as in-kind contribution
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2,358 | 2,358 | ||||||||||||||||||
Shares issued as compensation at $0.16 per share on February 5, 2010
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4,000,000 | 4,000 | 636,000 | 640,000 | ||||||||||||||||
Net Loss
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(669,200 | ) | (669,200 | ) | ||||||||||||||||
Balance, January 31, 2011
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28,570,000 | 28,570 | 1,063,191 | (1,190,692 | ) | (98,931 | ) | |||||||||||||
Interest as in-kind contribution
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2,895 | 2,895 | ||||||||||||||||||
Shares issued as compensation at $0.10 per share on June 30, 2011
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5,000,000 | 5,000 | 495,000 | 500,000 | ||||||||||||||||
Stock options issued as compensation at $0.10 per share on July 30, 2011
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31,933 | 31,933 | ||||||||||||||||||
Net Loss
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(562,448 | ) | (562,448 | ) | ||||||||||||||||
Balance, January 31, 2012
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33,570,000 | 33,570 | 1,593,019 | (1,753,140 | ) | (126,551 | ) | |||||||||||||
Interest as in-kind contribution
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1,575 | 1,575 | ||||||||||||||||||
Stock options issued as compensation at $0.10 per share on July 30, 2012
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31,394 | 31,394 | ||||||||||||||||||
Net Loss (unaudited)
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(52,635 | ) | (52,635 | ) | ||||||||||||||||
Balance, July 31, 2012
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33,570,000 | $ | 33,570 | $ | 1,625,988 | $ | (1,805,775 | ) | $ | (146,217 | ) |
GOLDEN OPPORTUNITIES CORPORATION
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(A development stage company)
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STATEMENTS OF CASH FLOWS
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For the Period from
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||||||||||||
Six Months
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Six Months
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February 2, 2005
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||||||||||
Ended
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Ended
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(inception) through
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||||||||||
July 31, 2012
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July 31, 2011
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July 31, 2012
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||||||||||
(unaudited)
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(unaudited)
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(unaudtited)
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||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||||||
Net loss
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$ | (52,635 | ) | $ | (515,425 | ) | $ | (1,805,775 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities
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Interest contribution
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1,575 | 1,417 | 9,006 | |||||||||
Other expenses contribution
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- | - | 6,275 | |||||||||
Stock issued for acceptance of expenses paid
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- | - | 15,250 | |||||||||
Stock issued as compensation
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- | 500,000 | 1,520,100 | |||||||||
Stock options issued for compensation
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31,394 | 173 | 63,327 | |||||||||
Changes in operating assets and liabilities:
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||||||||||||
Accrued expenses
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- | - | 6,275 | |||||||||
Net cash used in operating activities
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(19,666 | ) | (13,835 | ) | (185,542 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||||||
Purchase of intangile assets
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- | - | - | |||||||||
Net cash flows provided by (used in) investing activities
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- | - | - | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||||||
Proceeds from notes payable - stockholder
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17,068 | 13,812 | 139,977 | |||||||||
Proceeds from sale of common shares
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- | - | 45,500 | |||||||||
Capital contribution
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- | - | 100 | |||||||||
Net cash flows provided by financing activities
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17,068 | 13,812 | 185,577 | |||||||||
NET CHANGE IN CASH
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(2,598 | ) | (23 | ) | 35 | |||||||
CASH BALANCE AT BEGINNING OF PERIOD
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2,633 | 68 | - | |||||||||
CASH BALANCE AT END OF PERIOD
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$ | 35 | $ | 45 | $ | 35 | ||||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
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||||||||||||
Interest paid
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$ | - | $ | - | $ | - | ||||||
Income taxes paid
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$ | - | $ | - | $ | - |
-
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Professional strategic analysis and recommendation;
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-
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Professional legal or human resources provision;
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-
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Professional Strategic corporate consulting;
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-
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Formulation of overall corporate growth or IPO strategy;
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-
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Execution of investor relations campaigns;
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-
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Formulation of media promotion strategy;
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-
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Road show organization;
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-
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Formulation of contingency liquidation solutions;
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-
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Preparation of corporate promotional materials.
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Level 1
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Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
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Level 2
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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.
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Level 3
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Pricing inputs that are generally observable inputs and not corroborated by market data.
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Number of potentially
outstanding dilutive shares
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||||||||
For the Period
from February 2, 2005 (inception) through
July 31, 2012
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||||||||
Stock options issued on July 30, 2011 to the officer of the Company with an exercise price of $0.10 per share expiring eight (8) years from the date of issuance
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8,000,000 | |||||||
Total potentially outstanding dilutive shares
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8,000,000 |
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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.
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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.
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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.
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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.
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July 30, 2011
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||||
Expected option life (year)
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8 | |||
Expected volatility
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58.62 | %* | ||
Expected dividends
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0.00 | % | ||
Risk-free rate(s)
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2.32 | % | ||
Number of
Option Shares
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Exercise Price
Range Per Share
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Weighted Average
Exercise Price
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Fair Value
at Date of Grant
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Aggregate
IntrinsicValue
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||||||||||||||||
Balance, July 30, 2011
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8,000,000
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$
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0.10
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$
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0.10
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$
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504,024
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$
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-
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|||||||||||
Granted
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-
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-
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-
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-
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Canceled
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-
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-
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-
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-
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||||||||||||||||
Exercised
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-
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-
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-
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-
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||||||||||||||||
Expired
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-
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-
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-
|
-
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||||||||||||||||
Balance, July 31, 2012
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8,000,000
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$
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0.10
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$
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0.10
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$
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504,024
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$
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-
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|||||||||||
Vested and exercisable, July 31, 2012
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2,000,000
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$
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0.10
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$
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0.10
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-
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$
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-
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||||||||||||
Unvested, July 31, 2012
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6,000,000
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$
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0.10
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$
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0.10
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-
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$
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-
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·
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Professional strategic analysis and recommendation;
|
|
·
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Formulation of overall promotion strategy;
|
|
·
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Execution of investor relations campaigns;
|
|
·
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Formulation of media promotion strategy;
|
·
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Road show organization;
|
·
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Formulation of contingency solutions;
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·
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Preparation of corporate promotional materials;
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31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer & Principal Accounting Officer | |
32.1 | Section 1350 Certifications of Chief Executive Officer and Principal Accounting Officer | |
101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Extension Schema Document
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101.CAL **
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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GOLDEN OPPORTUNITIES CORPORATION | |||
Date: August 30, 2012
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By:
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/s/ Michael A. Zahorik | |
Michael A. Zahorik
Chief Executive Officer,
Chief Financial Officer & Director
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1.
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I have reviewed this Form 10-Q of Golden Opportunities Corporation;
|
|
2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report;
|
|
4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principals;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 30, 2012 | ||||
/s/ Michael Zahorik
|
|
|||
Michael Zahorik
|
||||
Chief Executive Officer
|
|
|||
Principal Accounting Officer |
1.
|
Such Quarterly Report on Form 10-Q for the period ending July 31, 2012, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in such Quarterly Report on Form 10-Q for the period ended July 31, 2012, fairly represents in all material respects, the financial condition and results of operations of Golden Opportunities Corporation.
|
Date: August 30, 2012 | ||||
/s/ Michael Zahorik
|
|
|||
Michael Zahorik
|
||||
Chief Executive Officer
|
|
|||
Chief Financial Officer
|
1.
|
Such Quarterly Report on Form 10-Q for the period ending July 31, 2012, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in such Quarterly Report on Form 10-Q for the period ended July 31, 2012, fairly represents in all material respects, the financial condition and results of operations of Golden Opportunities Corporation.
|
Date: August 30, 2012
|
||||
/s/ Michael Zahorik
|
|
|||
Michael Zahorik
|
||||
Chief Executive Officer
|
|
|||
Principal Accounting Officer
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GOING CONCERN
|
6 Months Ended |
---|---|
Jul. 31, 2012
|
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 3. GOING CONCERN | As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $1,805,775 at July 31, 2012, a net loss of $52,635 and cash used in operations of $19,666 for the six months period then ended, with no revenues earned during the period.
While the Company is attempting to commence operations and produce revenues, the Companys cash position may not be significant enough to support the Companys 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 Companys 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. |