Umatrin Holding Ltd - FORM 10-Q - September 13, 2011

Attached files

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EX-32.1 - EXHIBIT 32.1 - Umatrin Holding Ltd	v234740_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Umatrin Holding Ltd	v234740_ex31-1.htm

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, 2011

¨	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

GOLDEN OPPORTUNITIES CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	87-0814235

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

520 S. Snowmass Circle, Superior, Colorado, 80027

(Address of Principal Executive Offices)

(Zip Code)

(303) 494-5889

(Registrant’s Telephone Number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The number of shares outstanding of the Registrant’s common stock as of July 31, 2011 was 33,570,000 shares of common stock.

GOLDEN OPPORTUNITIES CORPORATION

FORM 10-Q

July 31, 2011

TABLE OF CONTENTS

PART I— FINANCIAL INFORMATION

Item 1.	Financial Statements	F-2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4
Item 4T.	Controls and Procedures	4

PART II— OTHER INFORMATION

Item 1.	Legal Proceedings	5
Item 1A.	Risk Factors	5
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5
Item 3.	Defaults Upon Senior Securities	5
Item 4.	Submission of Matters to a Vote of Security Holders	5
Item 5.	Other Information	5
Item 6.	Exhibits	5

SIGNATURES		6

PART 1 - FINANCIAL INFORMATION

GOLDEN OPPORTUNITIES CORPORATION

(A development stage company)

BALANCE SHEETS

	(Unaudited)			(Audited)

ASSETS
CURRENT ASSETS
Cash	$	45		$	68
Total Current Assets		45			68

TOTAL ASSETS	$	45		$	68

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accrued expenses	$	6,275		$	6,275
Notes payable - stockholders		106,536			92,724
Total Current Liabilities		112,811			98,999

TOTAL LIABILITIES		112,811			98,999

STOCKHOLDERS' DEFICIT
Common stock: par value $0.001; 100,000,000 shares authorized; 33,570,000 and 28,570,000 shares issued and outstanding, respectively		33,570			28,570
Additional paid-In capital		1,559,781			1,063,191
Deficit accumulated during the development stage		(1,706,117	)		(1,190,692	)
Total Stockholders' Deficit		(112,766	)		(98,931	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	45		$	68

See accompanying notes to the financial statements

F-2

GOLDEN OPPORTUNITIES CORPORATION

(A development stage company)

STATEMENTS OF OPERATIONS

													Period from
	Three Months Ended						Six Months Ended						February 2, 2005
													(inception) through
	July 31, 2011			July 31, 2010			July 31, 2011			July 31, 2010			July 31, 2011
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

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

OPERATING EXPENSES:
PROFESSIONAL FEES		1,058			468			3,204			1,759			57,733
GENERAL AND ADMINISTRATIVE		6,309			12			10,804			6,431			122,331
STOCK COMPENSATION		500,000			-			500,000			640,000			1,520,100

TOTAL OPERATING EXPENSES		507,367			480			514,008			648,190			1,700,164

LOSS FROM OPERATIONS		(507,367	)		(480	)		(514,008	)		(648,190	)		(1,700,164	)

OTHER (INCOME) EXPENSES
INTEREST EXPENSE - STOCKHOLDER		722			554			1,417			1101			5,953

TOTAL OTHER (INCOME) EXPENSES, NET		722			(1,034	)		1,417			1,101			5,953

LOSS BEFORE INCOME TAXES		(508,089	)		(1,034	)		(515,425	)		(649,291	)		(1,706,117	)

INCOME TAXES		-			-			-			-			-

NET LOSS	$	(508,089	)	$	(1,034	)	$	(515,425	)	$	(649,291	)	$	(1,706,117	)

Net Loss Per Common Share - basic & diluted	$	(0.02	)	$	(0.00	)	$	(0.02	)	$	(0.02	)	$	(0.11	)

Weighted Average Common Shares Outstanding: - basic & diluted		30,255,000			28,570,000			29,426,500			28,459,600			15,272,414

See accompanying notes to the financial statements

F-3

GOLDEN OPPORTUNITIES CORPORATION

(A development stage company)

STATEMENT OF STOCKHOLDERS' DEFICIT

For the Period from February 2, 2005 (inception) through July 31, 2011

							Deficit accumulated
					Additional		during the			Total
	Common Stock				Paid-in		Development			Stockholders'
	Shares		Amount		Capital		Stage			Deficit
Shares issued on acceptance of incorporation expenses upon formation		100,000	$	100	$	-	$	-		$	100

Net Loss								(2,225	)		(2,225	)

Balance, January 31, 2006		100,000		100		-		(2,225	)		(2,125	)

Shares issued on acceptance of expenses paid on July 30, 2006		275,000		275		2475					2,750

Shares issued on acceptance of expenses paid on August 15, 2006		1,250,000		1,250		11,250					12,500

Net Loss								(17,250	)		(17,250	)

Balance, January 31, 2007		1,625,000		1,625		13,725		(19,475	)		(4,125	)

Capital contribution						100					100

Shares issued as compensation at $0.001 per share on November 1, 2007		20,000,000		20,000		180,000					200,000

Shares issued for cash at $0.025 per share on November 13, 2007		1,000,000		1,000		24,000					25,000

Shares issued for cash at $0.025 per share on November 23, 2007		600,000		600		14,400					15,000

Shares issued for cash at $0.025 per share on November 29, 2007		180,000		180		4,320					4,500

Shares issued for cash at $0.025 per share on January 22, 2008		40,000		40		960					1,000

Net Loss								(204,937	)		(204,937	)

Balance, January 31, 2008		23,445,000		23,445		237,505		(224,412	)		36,538

Interest as in-kind contribution						534					534

Shares issued as compensation at $0.16 per share on January 2, 2009		1,125,000		1,125		178,875					180,000

Net Loss								(270,426	)		(270,426	)

Balance, January 31, 2009		24,570,000		24,570		416,914		(494,838	)		(53,354	)

Interest as in-kind contribution						1,644					1,644

Other expenses as in-kind contribution						6,275					6,275

Net Loss								(26,654	)		(26,654	)

Balance, January 31, 2010		24,570,000		24,570		424,833		(521,492	)		(72,089	)

Interest as in-kind contribution						2,358					2,358

Shares issued as compensation at $0.16 per share on February 5, 2010		4,000,000		4,000		636,000					640,000

Net Loss								(669,200	)		(669,200	)

Balance, January 31, 2011		28,570,000		28,570		1,063,191		(1,190,692	)		(98,931	)

Interest as in-kind contribution						1,417					1,417

Shares issued as compensation at $0.10 per share on June 30, 2011		5,000,000		5,000		495,000					500,000

Stock options issued as compensation at $0.10 per share on July 30, 2011						173					173

Net Loss (unaudited)								(515,425	)		(515,425	)

Balance, July 31, 2011		33,570,000	$	33,570	$	1,559,781	$	(1,706,117	)	$	(112,766	)

See accompanying notes to the financial statements

F-4

GOLDEN OPPORTUNITIES CORPORATION

(A development stage company)

STATEMENTS OF CASH FLOWS

							Period from
							February 2, 2005
	Six Months Ended						(inception) through
	July 31, 2011			July 31, 2010			July 31, 2011
	(Unaudited)			(Unaudited)			(Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(515,425	)	$	(649,291	)	$	(1,706,117	)
Adjustments to reconcile net loss to net cash used in operating activities
Interest contribution		1,417			1,101			5,953
Other expenses contribution		-			-			6,275
Stock issued for acceptance of expenses paid		-			-			15,250
Stock issued as compensation		500,000			640,000			1,520,100
Stock options issued for compensation		173			-			173
Changes in operating assets and liabilities:
Accrued expenses		-			353			6,275

Net cash used in operating activities		(13,835	)		(7,837	)		(152,091	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash flows provided by (used in) investing activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - stockholder		13,812			8,406			106,536
Proceeds from sale of common shares		-			-			45,500
Capital contribution		-			-			100

Net cash flows provided by financing activities		13,812			8,406			152,136

NET CHANGE IN CASH		(23	)		569			45

CASH BALANCE AT BEGINNING OF PERIOD		68			10			-

CASH BALANCE AT END OF PERIOD	$	45		$	579		$	45

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

See accompanying notes to the financial statements

F-5

Golden Opportunities Corporation

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

(unaudited)

July 31, 2011

NOTE 1 - ORGANIZATION

Golden Opportunities Corporation (the “Company”), formally known as 51147, Inc. was incorporated in the state of Delaware as of February 2, 2005. The Company was originally incorporated in order to locate and negotiate with a 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 as 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—expand into emerging markets in Asia.

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;

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.

We have not generated any operating revenue, expect to generate operating losses during some or all of our planned development stage, 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCONTING POLICIES

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the six and three month periods ended July 31, 2011 and 2010 and from February 2, 2005 (date of inception) through July 31, 2011; (b) the financial position at July 31, 2011; and (c) cash flows for the six month periods ended July 31, 2011 and 2010 and from February 2, 2005 (date of inception) through July 31, 2011, have been made.

Certain reclassifications have been made to prior period information presented for the purpose of comparison.

F-6

Development stage company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fiscal year end

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

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.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 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.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments.

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at July 31, 2011, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended July 31, 2011 and 2010 or for the period from February 2, 2005 (inception) through July 31, 2011.

Revenue recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

F-7

Income taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net loss per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.

The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the period from February 2, 2005 (inception) through July 31, 2011 as they were anti-dilutive:

Number of

potentially outstanding dilutive shares

For the Period

from February 2,

2005 (inception)

through

July 31,

2011

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

8,000,000

Total potentially outstanding dilutive shares

8,000,000

Commitments and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification 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.

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification 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 paragraph 230-10-45-25 of the FASB Accounting Standards Codification 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 pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

F-8

Common Stock Recorded as Compensation

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, 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.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

F-9

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $1,706,117 at July 31, 2011, a net loss of $515,425 and cash used in operations of $13,835 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 Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

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

NOTE 4 – RELATED PARTY TRANSACTIONS

The Company's financial statements have been presented on the basis that it is a going concern in the development stage, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. At this time The Company has not identified the business that it wishes to engage in.

The Company's shareholders fund The Company's activities while The Company takes steps to locate and negotiate with a business entity for combination; however, there can be no assurance these activities will be successful. There is no agreement or commitment from the shareholders to continue funding the operations.

On June 30, 2006, the Company issued 275,000 shares at $0.01 per share to its President in acceptance of travel 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 to its President in acceptance of travel and administrative expenses paid on behalf of the Company.

On November 1, 2007, the Company issued 3,000,000 shares of common stock as compensation to an officer of the Company for a value of $30,000 or $0.01 per share.

On November 1, 2007, the Company issued 700,000 shares at $0.01 per share to related party in acceptance of third party contract services.

On January 2, 2009, the Company issued 1,125,000 shares of common stock as compensation to an officer of the Company for a value of $180,000 or $0.16 per share.

On February 5, 2010, the Company issued 4,000,000 shares of common stock as compensation to an officer of the Company for a value of $640,000 or $0.16 per share.

On June 30, 2011, the Company issued 5,000,000 shares of common stock as compensation to an officer of the Company for a value of $500,000 or $0.10 per share.

From inception to July 31, 2011, a related party has also loaned the Company money in the form of loans payable totaling in $106,536. The loan was created as a demand note with no interest stated. The Company imputes a nominal percentage of interest which is accounted for as a contribution to paid-in-capital.

NOTE 5 – STOCKHOLDERS’ EQUITY

Issuance of preferred stock

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

Issuance of common stock

On February 2, 2005, common stock includes 100,000,000 shares authorized at a par value of $0.001, of which 100,000 have been issued for the amount of $100 in acceptance of the incorporation expenses for the Company.

On July 30, 2006, the Company issued 275,000 shares of common stock at $0.01 for a value of $2,750. The shares were issued to a related party in acceptance of expenses paid on behalf of the Company. (note 2)

F-10

On August 15, 2006, the Company issued 1,250,000 shares of common stock at $0.01 for a value of $12,500. The shares were issued to a related party in acceptance of expenses paid on behalf of the Company. (note 2)

On November 1, 2007, the Company issued 3,700,000 shares of common stock at $0.01 for a value of $37,000. The shares were issued to related parties for compensation or third party contract services. (note 2)

On November 1, 2007, the Company issued 16,300,000 shares of common stock at $0.01 for a value of $163,000. The shares were issued for compensation and third party contract services.

On November 13, 2007, the Company undertook a Section 4(2) registration under the Securities Act of 1933 to raise $25,000 in the issuance of 1,000,000 shares of common stock at $0.025 per share. The Company’s management considers this offering to be exempt under the Securities Act of 1933.

On November 23, 2007, the Company undertook a Section 4(2) registration under the Securities Act of 1933 to raise $14,500 in the issuance of 600,000 shares of common stock at $0.025 per share. The Company’s management considers this offering to be exempt under the Securities Act of 1933.

On November 29, 2007, the Company undertook a Section 4(2) registration under the Securities Act of 1933 to raise $4,500 in the issuance of 180,000 shares of common stock at $0.025 per share. The Company’s management considers this offering to be exempt under the Securities Act of 1933.

On January 22, 2007, the Company undertook a Section 4(2) registration under the Securities Act of 1933 to raise $1,000 in the issuance of 40,000 shares of common stock at $0.025 per share. The Company’s management considers this offering to be exempt under the Securities Act of 1933.

On January 2, 2009, the Company issued 1,125,000 shares of common stock as compensation to an officer of the Company for a value of $180,000 or $0.16 per share.

On February 5, 2010, the Company issued 4,000,000 shares of common stock as compensation to an officer of the Company for a value of $640,000 or $0.16 per share.

On June 30, 2011, the Company issued 5,000,000 shares of common stock as compensation to an officer of the Company for a value of $500,000 or $0.10 per share.

Stock options

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

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

	July 30, 2011
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. As of July 31, 2011, $173 was recognized as compensation cost for stock options issued.

The table below summarizes the Company’s stock option activities through July 31, 2011:

	Number of Option Shares		Exercise Price Range Per Share		Weighted Average Exercise Price		Fair Value at Date of Grant		Aggregate Intrinsic Value
Balance, July 30, 2011		8,000,000	$	0.10	$	0.10	$	504,024	$	-
Granted		-		-		-				-
Canceled		-		-		-				-
Exercised		-		-		-				-
Expired		-		-		-				-
Balance, July 31, 2011		8,000,000	$	0.10	$	0.10	$	504,024	$	-
Vested and exercisable, July 31, 2011		0	$	0.10	$	0.10		0	$	-
Unvested, July 31, 2011		8,000,000	$	0.10	$	0.10	$	504,024	$	-

F-11

NOTE 6 – RECENT ACCOUNTING PRONOUNCEMENTS

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.

NOTE 7 – SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

F-12

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

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

Overview

Golden Opportunities Corporation (the “Company”), was incorporated in the state of Delaware as of February 2, 2005 as 51147, Inc., on June 10, 2008 we filed a certificate of amendment changing our name to Golden Opportunities Corporation. We were originally incorporated as a blank check company to locate and negotiate with a business entity for the combination of that target company with us. In November 2007, we changed our business model to use the experiences of our sole executive and commenced implementing our plan as a business partner with active companies in the marketing or financial public relations market such 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.

The world-wide impact of the economic recession of 2009 and continuing through 2011 has delayed the execution of our business plan. However, we continue to seek out the best potential opportunity for the shareholders. While we will not need to merge or acquire companies we will remain open to any sound business combination to achieve success. We intend to establish our initial offices in Hong Kong (SAR), China, or Shenzhen, China—and expand into emerging markets in Asia.

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

The comprehensive scope of our professional services will include:

·	Professional strategic analysis and recommendation;

·	Formulation of overall promotion strategy;

·	Execution of investor relations campaigns;

·	Formulation of media promotion strategy;

·	Road show organization;

·	Formulation of contingency solutions;

·	Preparation of corporate promotional materials;

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

Creditor

Results of Operations

The Company did not have any operating income from inception through July 31, 2011. For the three and six months ended July 31, 2011 and 2010, the registrant recognized a net loss of $508,089, 7,452, 515,425, and 649,291, respectively, and for the period from inception through July 31, 2011, the registrant recognized a net loss of $1,706,117. Some general and administrative expenses during the quarter were accrued. Expenses for the quarter were comprised of costs mainly associated with travel, legal and accounting. During the six months ended July 31, 2011 and 2010, stock based compensation was recognized in the amount of $500,000 and $640,000, respectively.

Capital Resources and Liquidity

At July 31, 2011, the Company had some capital resources and will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending acquisition of an operating company.

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.

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.

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within 90 days of the filing date of this report. In designing and evaluating the Company’s disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applied its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that as of July 31, 2011, the Company’s disclosure controls and procedures were (1) designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s chief executive officer and chief financial officer by others within those entities, particularly during the period in which this report was being prepared and (2) effective, in that they provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Limitations on the Effectiveness of Internal Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material errors. An internal 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. Because of the inherent limitations on all internal control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of internal control is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in circumstances, and/or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost effective internal control system, financial reporting misstatements due to error or fraud may occur and not be detected on a timely basis.

There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in the above paragraph.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

No applicable for smaller reporting company.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer

32.1 Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

SIGNATURES

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

	GOLDEN OPPORTUNITIES CORPORATION

Date: September 12, 2011	By:	/s/ Michael A. Zahorik
	Michael A. Zahorik
	Chief Executive Officer, Chief Financial
	Officer & Director

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