Umatrin Holding Ltd - FORM 10-K

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EX-31.2 - CERTIFICATION - Umatrin Holding Ltd	golden_ex312.htm
EX-31.1 - CERTIFICATION - Umatrin Holding Ltd	golden_ex311.htm
EX-32.1 - CERTIFICATION - Umatrin Holding Ltd	golden_ex321.htm
EXCEL - IDEA: XBRL DOCUMENT - Umatrin Holding Ltd	Financial_Report.xls

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended January 31, 2012

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

For the transition period from ___________ to ___________

Commission File No. 333-153261

GOLDEN OPPORTUNITIES CORPORATION

(Name of small business issuer in its charter)

DELAWARE		87-0067813
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

520 S. Snowmass Circle, Superior, Colorado		80027
(Address of principal executive offices)		(Zip Code)

(303) 494-5889

(Registrant’s telephone number, including area code)

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

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

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

Common Stock, par value $0.001 (Title of class)

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

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

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

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

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

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

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

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

As of March 26, 2012, the registrant had 33,570,000 shares of its common stock outstanding.

TABLE OF CONTENTS

		PAGE

PART I

ITEM 1.	Business		3

ITEM 1A.	Risk Factors		8

ITEM 2.	Properties		8

ITEM 3.	Legal Proceedings		8

ITEM 4.	Submission of Matters to a Vote of Security Holders		8

PART II

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

ITEM 6.	Selected Financial Data		10

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

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

ITEM 8.	Financial Statements and Supplementary Data		12

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

ITEM 9A.	Controls and Procedures		13

PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance		14

ITEM 11.	Executive Compensation		15

ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		16

ITEM 13.	Certain Relationships and Related Transactions, and Director Independence		16

ITEM 14.	Principal Accounting Fees and Services		17

ITEM 15.	Exhibits, Financial Statement Schedules		18

SIGNATURES			19

PART I

ITEM 1. BUSINESS

Description of Business

General

Background

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

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

We intend to use the experience of our sole executive to will implement our plan as a business partner with a active companies in the marketing or financial public relations market, i.e. assisting our clients in their IPO and other types of fund raising activities, or any other sales or marketing of products or services in Asia or any other company actively engaged in the professional services market or in the sales and /or manufacture and distribution of services or products in Asia.

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

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

●	Technology, mobile and telecom companies;
●	First tier financial institutions and brokerage companies;
●	Regional electrical/hydropower, chemical and petroleum companies;
●	Regional textile, light electronics, steel and coal manufacturing companies;
●	Asia based manufacturers and distributors of domestic products;
●	Domestic and regional transportation companies;
●	Primary, secondary or vocational education.

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

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

The Company’s Services

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

	1.	Providing Pre-IPO and IPO services (IPO);
	2.	Bridging client’s with investors (investor relations);
	3.	Bridging Client’s financial information and the media (media relations);
	4.	Providing financial consulting, and investment services (financial consulting);
	5.	Providing interim and permanent human resources personnel (human resources); and
	6.	Providing innovative promotional consulting (innovative consulting);

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

Initial Public Offering

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

The comprehensive scope of our professional services will include:

●	Professional strategic analysis and recommendation;
●	Formulation of overall promotion strategy;

●	Execution of investor relations campaigns;
●	Formulation of media promotion strategy;
●	Road show organization;
●	Formulation of contingency solutions;
●	Preparation of corporate promotional materials.

Investor Relations

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

The scope of Investor Relations service includes:

●	Road shows;
●	Results announcement presentation;
●	Annual general meetings;
●	Investor database;
●	Collection of research reports;
●	Preparation of annual reports, quarterly reports and promotional materials.

Media Relations

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

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

●	Press Conference;

●	Media training;

●	Media interview arrangements;

●	Media monitor and follow-up;

●	Media database

Financial Consulting and Investment Services

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

Interim and Permanent Human Resources Personnel

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

Innovative Promotional Consulting Services

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

Business Development Plan

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

●

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

●

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

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

Expanding the Services Scope and Geographic Coverage

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

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

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

○ - Services to be developed when market conditions are favorable

Financial PR and Company Secretary Services

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

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

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

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

Financial Advisory Services

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

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

Audit and Tax Services

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

Growth Plan

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

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

		● Launch financial advisory services in Thailand, Malaysia and Philippines
		● Establish alliance with an audit & tax professional service providers in Thailand, Malaysia and the Philippines (if market conditions is favorable)

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

	●	Targeting small-medium enterprises;
	●	Ownership willing to become an integral player in a Asia-wide services group;
	●	Possessing successful track records in IPO and M&A;
	●	Operating in more than two cities in a country;
	●	Extensive client base connection with local investment capital market players;
	●	High profile, under-leveraged client base;
	●	Willing to become part of a regional network;
	●	Willing to take Company Shares as substantial compensation;
	●	Willing to hold shares for a period of at least two years.

Intellectual Property

We do not own any intellectual property.

Government Approval and Regulation

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

Employees

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

ITEM 1A. RISK FACTORS

Not applicable because we are a smaller reporting company.

ITEM 2. PROPERTIES

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

ITEM 3. LEGAL PROCEEDINGS

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

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

None.

PART II

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

No Public Market for Common Stock

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

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

Holders

There are 45 shareholders of our Common Stock. The issued and outstanding shares of our Common Stock were issued in accordance with the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933.

Dividends

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

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

Recent Sales of Unregistered Securities

On November 7, 2006, Scott Raleigh transferred an aggregate of 100,000 shares to Michael A. Zahorik pursuant to a stock purchase agreement and pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933.

On June 30, 2007, 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, 2007, 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 August 31, 2007, the Company issued 20,000,000 shares at $0.01 to its President and other professionals engaged on behalf of the Company for their services through Calendar year 2007.

From November 13, 2007 through January 22, 2008, the Company issued 1,820,000 shares at $0.025, pursuant to Regulation D, Rule 506 of the Securities Act of 1933.

On January 2, 2009, the Company issued 1,125,000 shares to its President at $0.16 for employment services through the calendar year 2008.

On February 5, 2010, the Company issued 4,000,000 shares to its President at $0.16 for employment services through the calendar year 2009.

On June 30, 2011, the Company issued 5,000,000 shares to its President at $0.16 for employment services through the calendar year 2010.

On July 30, 2011, the Company issued options to purchase 8,000,000 shares to its President at an option price of $0.10.

Equity Compensation Plan Information

The following table sets forth certain information as of January 31, 2012, with respect to compensation plans under which our equity securities are authorized for issuance:

(a)

(b)

(c)

Number of securities to

be issued upon exercise

of outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

column (a))

Equity compensation

8,000,000

0.10

8,000,000

Plans approved by

Security holders

Equity compensation

None

Plans not approved

By security holders

Total

ITEM 6. SELECTED FIANANCIAL DATA

Not applicable because we are smaller reporting company.

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

Overview

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

In doing so, we do not intend to merge with or into any third party in order to engage in active business. 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;

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

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

Results of Operations For the year Ended January 31, 2012 compare to the year ended January 31, 2011.

We did not have any operating income from inception through January 31, 2012. From inception through January 31, 2012, the registrant recognized a net loss of $1,753,140. Some general and administrative expenses during the year were accrued. Expenses from inception were comprised of costs mainly associated with legal, accounting, travel and office.

We did not have any operating income from inception (February 2, 2005) through January 31, 2012. For the year ended January 31, 2012, the registrant recognized a net loss of $562,448. Some general and administrative expenses from inception were accrued. Expenses for the year were comprised of costs mainly associated with legal, accounting and office.

Capital Resources and Liquidity

At January 31, 2012, 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

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. We have reviewed the above mentioned accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. Those standards have been addressed in the notes to the audited financial statement and in our Annual Report, filed on Form 10-K for the period ended January 31, 2012.

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 7A. QUANTITIATIVE AND QUALITATIVE DISCLOUSURES ABOUT MARKET RISK

Not applicable because we are a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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

On April 11, 2011, the Company engaged the services of Peter Messineo, CPA, a PCAOB registered auditor, to perform audit services. The decision was approved by the Board of Directors. The Company’s previous auditors, Gately and Associates, LLC had ceased performing audits in accordance with PCAOB, due to revocation of Gately’s registration. Prior to the revocation of Gately’s registration, there were no disagreements between the Company and its prior auditors.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (Exchange Act) is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Chief Executive Officer and Principle Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Exchange Act) at January 31, 2011. Based on these evaluations, our CEO and PAO concluded that our disclosure controls and procedures required by paragraph (b) of Rules 13a-15 or 15d-15 were effective as of January 31, 2012.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP.

Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

Our management performed an assessment of the effectiveness of our internal control over financial reporting at January 31, 2012, utilizing the criteria discussed in the “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective at January 31, 2012.

Based on management’s assessment, we have concluded that our internal control over financial reporting was effective at January 31, 2012.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The directors and executive officers of the Company are:

Name		Age		Position		Date Appointed
Michael A. Zahorik				President, Chief Executive Officer, Chief Financial Officer, Director		November 7, 2005

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

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

Term of Office

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

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

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

Audit Committee

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

Certain Legal Proceedings

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

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

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

Code of Ethics

The company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an exhibit.

ITEM 11. EXECUTIVE COMPENSATION

Compensation of Executive Officers

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

Compensation of Directors

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

Employment Agreements

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number and percentage of shares of our common stock owned as of March 26, 2012 by all persons (i) known to us who own more than 5% of the outstanding number of such shares, (ii) by all of our directors, and (iii) by all officers and directors of us as a group. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class
Michael A. Zahorik		13,760,000		40.0	%
China Aim Enterprises Ltd		4,300,000		12.8	%
Falcon Investment Holdings Ltd		4,040,000		12.0	%

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

Transactions with Management and Others

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

Indebtedness of Management

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

Transactions with Promoters

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

We were billed approximately $1,500 for the audit of our financial statements for the year ended January 31, 2011 on Form 10-K and the reviews included in our periodic Forms 10-Q and other reports filed with the Securities and Exchange Commission. We were billed approximately $700 for the audit of our year ended January 31, 2010 on Form 10-K and the reviews included in our periodic Forms 10-Q and other reports filed with the Securities and Exchange Commission.

Our audit for the year ended January 31, 2012 have not been billed, but we were billed approximately $1,500 for the reviews of our financial reports on Forms 10-Q for the periods ended April 30, 2011, July 31, 2011, and October 31, 2011.

Tax Fees

For the Company's fiscal year ended January 31, 2012 and 2011, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning by our principle auditors.

All Other Fees

For the Company's fiscal year ended January 31, 2012 and 2011, we were not billed for professional services rendered for any other fees by our principle auditors.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Documents filed as part of this Annual Report

1. Financial Statements

2. Financial Statement Schedules

3. Exhibits

Exhibits No.		Descriptions

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

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

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

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

_________

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

SIGNATURES

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

	GOLDEN OPPORTUNITIES CORP.

Date: March 26, 2012	By:	/s/ Michael A. Zahorik
		Michael A. Zahorik Chief Executive Officer

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

Date: March 26, 2012	By:	/s/ Michael A. Zahorik
		Michael A. Zahorik
		Chief Financial Officer, Principal Accounting Officer and Director

GOLDEN OPPORTUNITIES CORPORATION

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

AS OF JANUARY 31, 2012

GOLDEN OPPORTUNITIES CORPORATION

(a development stage company)

Financial Statements Table of Contents

FINANCIAL STATEMENTS	Page #

Balance Sheet		F-2

Statement of Operations and Retained Deficit		F-3

Statement of Stockholders Equity		F-4

Cash Flow Statement		F-5

Notes to the Financial Statements		F-6

Peter Messineo

Certified Public Accountant

1982 Otter Way Palm Harbor FL 34685

peter@pm-cpa.com

T 727.421.6268 F 727.674.0511

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Golden Opportunities Corp:

I have audited the balance sheets of Golden Opportunities Corp. as of January 31, 2012 and 2011 and the related statement of operations, changes in stockholder’s equity, and cash flows for the years then ended and for the period February 2, 2005 (date of inception) through January 31, 2012. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements were free of material misstatement. The Company was not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that were appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provide a reasonable basis for my opinion.

In my opinion, the financial statements, referred to above, present fairly, in all material respects, the financial position of Golden Opportunities Corp. as of January 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended and for the period February 2, 2005 (date of inception) through January 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no revenues from operation, has not emerged from the development stage, has had recurring losses resulting in accumulated deficit, negative cash flows from operations and is requiring traditional financing or equity funding to commence its operating plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Further information and management’s plans in regard to this uncertainty were also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Peter Messineo, CPA

Palm Harbor, Florida

March 26, 2012

F-1

GOLDEN OPPORTUNITIES CORPORATION

(A development stage company)

BALANCE SHEETS

	January 31, 2012			January 31, 2011
ASSETS
CURRENT ASSETS
Cash	$	2,633		$	68

Total Current Assets		2,633			68

TOTAL ASSETS	$	2,633		$	68

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accrued expenses	$	6,275		$	6,275
Notes payable - stockholders		122,909			92,724

Total Current Liabilities		129,184			98,999

TOTAL LIABILITIES		129,184			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		1,593,019			1,063,191
Deficit accumulated during the development stage		(1,753,140	)		(1,190,692	)

Total Stockholders' Deficit		(126,551	)		(98,931	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,633		$	68

See accompanying notes to the financial statements

F-2

GOLDEN OPPORTUNITIES CORPORATION

(A development stage company)

STATEMENTS OF OPERATIONS

	Twelve Months Ended			Twelve Months Ended			For the Period from February 2, 2005 (inception) through
	January 31, 2012			January 31, 2011			January 31, 2012
REVENUE	$	-		$	-		$	-

COST OF SERVICES		-			-			-

GROSS PROFIT		-			-			-

OPERATING EXPENSES:

PROFESSIONAL FEES		6,836			2,780			61,365
GENERAL AND ADMINISTRATIVE EXPENSES		52,717			24,062			164,244
STOCK COMPENSATION		500,000			640,000			1,520,100

TOTAL OPERATING EXPENSES		559,553			666,842			1,745,709

LOSS FROM OPERATIONS		(559,553	)		(666,842	)		(1,745,709	)

OTHER (INCOME) EXPENSES

INTEREST EXPENSE - STOCKHOLDER		2,895			2358			7,431

TOTAL OTHER (INCOME) EXPENSES, NET		2,895			2,358			7,431

LOSS BEFORE INCOME TAXES		(562,448	)		(669,200	)		(1,753,140	)

INCOME TAXES		-			-			-

NET LOSS	$	(562,448	)	$	(669,200	)	$	(1,753,140	)



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

Weighted Average Common Shares Outstanding:
- basic & diluted		31,515,000			28,515,200			16,591,513

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 January 31, 2012

							Deficit accumulated
					Additional		during the			Total
	Common Stock				Paid-in		Development			Stockholders'
	Shares		Amount		Capital		Stage			Deficit
Balance, January 31, 2008		23,445,000	$	23,445	$	237,505	$	(224,412	)	$	36,538

Interest as in-kind contribution						534					534

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

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


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

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

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

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


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

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

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

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


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

Interest as in-kind contribution						2,895					2,895

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

Stock options issued as compensation at
$0.10 per share on July 30, 2011						31,933					31,933

Net Loss								(562,448	)		(562,448	)

Balance, January 31, 2012		33,570,000	$	33,570	$	1,593,019	$	(1,753,140	)	$	(126,551	)

See accompanying notes to the financial statements

F-4

GOLDEN OPPORTUNITIES CORPORATION

(A development stage company)

STATEMENTS OF CASH FLOWS

	Twelve Months Ended			Twelve Months Ended			For the Period from February 2, 2005 (inception) through
	January 31, 2012			January 31, 2011			January 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(562,448	)	$	(669,200	)	$	(1,753,140	)
Adjustments to reconcile net loss to net cash
used in operating activities
Interest contribution		2,895			2,358			7,431
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		31,933			-			31,933
Changes in operating assets and liabilities:
Accrued expenses		-			228			6,275

Net cash used in operating activities		(27,620	)		(26,614	)		(165,876	)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of intangile assets		-			-			-

Net cash flows provided by (used in) investing activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from notes payable - stockholder		30,185			26,672			122,909
Proceeds from sale of common shares		-			-			45,500
Capital contribution		-			-			100

Net cash flows provided by financing activities		30,185			26,672			168,509

NET CHANGE IN CASH		2,565			58			2,633

CASH BALANCE AT BEGINNING OF PERIOD		68			10			-

CASH BALANCE AT END OF PERIOD	$	2,633		$	68		$	2,633

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

January 31, 2012

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.

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”).

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

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.

F-6

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 (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.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

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

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.

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 January 31, 2012 as they were anti-dilutive:

	Number of potentially outstanding dilutive shares

		For the Period from February 2, 2005 (inception) through January 31, 2012
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.

F-8

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved ; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) aamounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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.

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.

F-9

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.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $1,753,140 at January 31, 2012, a net loss of $562,448 and cash used in operations of $27,620 for the twelve 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.

F-10

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 January 31, 2012, a related party has also loaned the Company money in the form of loans payable totaling in $122,909. 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.

Free office space

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

F-11

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)

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 valued at fair market value of $500,000 or $0.10 per share.

F-12

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 January 31, 2012, $31,933 was recognized as compensation cost for stock options issued.

The table below summarizes the Company’s stock option activities through January 31, 2012:

	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, January 31, 2012		8,000,000		$	0.10		$	0.10	$	504,024		$	-

Vested and exercisable, January 31, 2012		2,000,000		$	0.10		$	0.10		-		$	-

Unvested, January 31, 2012		6,000,000		$	0.10		$	0.10		-		$	-

F-13

NOTE 6 – RECENT ACCOUNTING PRONOUNCEMENTS

In May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04 “Fair Value Measurement” (“ASU 2011-04”). This amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).

This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:

●

An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.

●	In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.

●	Additional disclosures about fair value measurements.

The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.

In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.

The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.

F-14

NOTE 7 – INCOME TAXES

The Company has a net operating loss carry-forward of $1,753,140 that will expire 20 years after the years generated. The loss generated for the year 2005, 2006, 2007, 2008, 2009, 2010 and 2011 was $2,225, $17,250, $204,937, $270,426, $26,654, $669,200 and $562,448, respectively.

The Company has available net operating loss carry-forwards for financial statement and federal income tax purposes. These loss carry-forwards expire if not used within 20 years from the year generated. The Company's management has decided a valuation allowance is necessary to reduce any tax benefits because the available benefits are more likely than not to expire before they can be used.

The Company's management determines if a valuation allowance is necessary to reduce any tax benefits when the available benefits are more likely than not to expire before they can be used. The tax based net operating losses create tax benefits in the amount of $262,971 from inception through January 31, 2012.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of January 31, 2012 are as follows:

Deferred tax assets:

Federal net operating loss	$	262,971
Total Deferred Tax Asset		262,971
Less valuation allowance		(262,971	)
		0

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 8 – 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-15

Attached files

Umatrin Holding Ltd Reports

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