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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[ x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 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 No. 333-139220

TRESOR CORPORATION
(Formerly Known As Good Earth Land Sales Company)
(Exact name of registrant as specified in its charter)

Florida 20-1993383
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)  

Suite 1801, 18/F, Tower 1, Prosper Center, No. 5 Guanghua Road
Chaoyang District, Beijing, People’s Republic of China 100021
(Address of principal executive offices and Zip Code)
 
+86 10 5907 3561
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
None None
   
Securities registered pursuant to Section 12(g) of the Act:
   
Title of each class Name of each exchange on which registered
None None

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 whether the registrant has submitted electronically and posted on its corporate Website, 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 [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 in 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 [ ] (Do not check if a smaller reporting company)  Smaller reporting company [x]


Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [x] No[ ]

As of June 30, 2011 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the shares of the registrant’s common stock held by non-affiliates (based upon the closing price of such shares as reported on the Over-the-Counter Bulletin Board) was $0.00 based on the average high ($0.00) and low ($0.00) price as of June 30, 2011. Shares of the registrant’s common stock held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

There were a total of 20,000,000 shares of the registrant’s common stock outstanding as of March 12, 2012.

DOCUMENTS INCORPORATED BY REFERENCE

None.



TRESOR CORPORATION
 
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2011

TABLE OF CONTENTS

PART I

Item 1. Business. 2
Item 1A. Risk Factors. 2
Item 1B. Unresolved Staff Comments. 2
Item 2. Properties. 3
Item 3. Legal Proceedings 3
Item 4. Mine Safety Disclosures. 3

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 4
Item 6. Selected Financial Data 4
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 7
Item 8. Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 7
Item 9A. Controls and Procedures. 8
Item 9B. Other Information. 8

PART III

Item 10. Directors, Executive Officers and Corporate Governance 9
Item 11. Executive Compensation. 9
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 10
Item 13. Certain Relationships and Related Transactions, and Director Independence 10
Item 14. Principal Accounting Fees and Services 12

PART IV

Item 15. Exhibits, Financial Statement Schedules. 12


Special Note Regarding Forward Looking Statements

This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Section of “Management's Discussion and Analysis of Financial Condition and Results of Operations” contain forward-looking statements. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements, and they include our future business plans and prospects; our ability to continue as a going concern and our ability to engage in any type of business in the future. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us.

The following are factors that could cause actual results or events to differ materially from those anticipated include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; our ability to operate as a going concern; our ability to enter into one or more lines of business; changes in the lines of business we may enter into in the future; our ability to execute on one or more lines of business; our ability to raise capital in the future; the competitive landscape in any line of business we may pursue in the future; and the costs and effects of legal proceedings.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to (i) “the Company,” “we,” “us,” or “our” are to Tresor Corporation, formerly known as “Good Earth Land Sales Company”, a Florida corporation; (ii) “Exchange Act” are to the Securities Exchange Act of 1934, as amended; (iii) “SEC” are to the Securities and Exchange Commission; (iv) “Securities Act” are to the Securities Act of 1933, as amended; and (v) “U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.

1


PART I

ITEM 1. BUSINESS.

Overview

We are considered a shell company with no assets and/or capital and no material operations or income. We have no specific business plan or purpose over the next twelve months other than to acquire an operating business or assets of a company or companies, in one or both of the following sectors: (1) design, manufacturing and distribution of high-end jewelry in Asia (“Jewelry Products”) and (2) provision of member-only luxury goods and/or services, including but not limited to, high-end destinations vacationing services (“Lifestyle Management Services”), to the Chinese high-net-worth clients of the affiliates of Tresor Jewellery Group Limited (“Tresor BVI”), a British Virgin Islands company controlled by Mr. Chu Pan Ou, our Chief Executive Officer, President, Treasurer and sole director (“Mr. Ou”).

Corporate History

We were incorporated as “Good Earth Land Sales Company” on November 3, 2004 to market commercial leasing services as well as offering business consulting services in land development.

On March 3, 2011, we entered into a securities purchase agreement (the “Purchase Agreement”) with Tresor BVI, pursuant to which, we sold an aggregate of 19,800,000 shares of our Common Stock to Tresor BVI for an aggregate purchase price of $385,000. The transaction contemplated by the Purchase Agreement closed on March 10, 2011. In connection with execution of the Purchase Agreement, there were changes to our management.

On March 10, 2011, we entered into and consummated the transactions contemplated by a repurchase agreement (the “Repurchase Agreement”) with Ms. Petie Maguire, our then President, Chief Executive Officer and sole director, pursuant to which we re-purchased 1,118,000 shares of common stock held by Ms. Maguire for an aggregate purchase price of $385,000, net any of our outstanding liabilities as of the closing. The consummation of the transactions contemplated by the Repurchase Agreement was a condition to the closing of the transactions contemplated by the Purchase Agreement.

As a result of the closing of the transactions contemplated under the Purchase Agreement and the Repurchase Agreement, Tresor BVI holds 99% of our outstanding capital stock resulting in a change of control of our company.

On June 6, 2011, we filed the Articles of Amendment to the Articles of Incorporation with the Florida Department of State to change our name from “Good Earth Land Sales Company” to “Tresor Corporation.”

Our ongoing expenses, including the costs associated with the preparation and filing of this report, have been paid for by advances from Tresor BVI. It is anticipated that we will require nominal capital to maintain our corporate viability. Additional necessary funds will most likely be provided by our shareholder(s) before we obtain significant outside financing to execute our business plans, although there is no agreement related to future advancement of funds and there is no assurance such funds will be obtained. Unless we are able to facilitate an acquisition of or merger with an operating business in one or both of the sectors of Jewelry Products and Lifestyle Management Services, there is substantial uncertainty about our ability to continue as a going concern.

Subsidiaries

We do not have any subsidiaries.

ITEM 1A. RISK FACTORS.

Not applicable.

2



ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

We do not own any properties. We currently use office space located at Suite 1801, 18/F, Tower 1, Prosper Center, No. 5 Guanghua Road, Chaoyang District, Beijing, People’s Republic of China 100021 under a lease-sharing arrangement.

ITEM 3. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

 

 

3


PART II

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

At the present time, there is no established market or price for our common stock. There are no shares of common stock that have been offered pursuant to or underlying an employee benefit plan. There are no shares of common stock that are subject to outstanding options, warrants or securities convertible into common equity of our Company.

Approximate Number of Holders of Our Common Stock

As of March 12, 2012, there were approximately 7 holders of record of our common stock.

Dividends

We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our sole director, Mr. Chu Pan Ou. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Even if our sole director decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

We do not have any compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

Recent Sales of Unregistered Securities

We have not sold any equity securities during the fiscal year ended December 31, 2011 that were not previously disclosed in a quarterly report on Form 10-Q or a current report on Form 8-K that was filed during the 2011 fiscal year.

Purchases of Equity Securities

We do not have any equity securities registered pursuant to Section 12 of the Exchange Act.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

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

The following management’s discussion and analysis should be read in conjunction with our financial statements and the notes thereto and the other financial information appearing elsewhere in this report. In addition to historical information, the following discussion contains certain forward-looking information. See “Special Note Regarding Forward Looking Statements” above for certain information concerning those forward looking statements.

Overview of Our Business

We are considered a shell company with no assets and/or capital and no material operations or income. We have no specific business plan or purpose over the next twelve months other than to acquire an operating business or assets of a company or companies, in one or both of the following sectors: Jewelry Products and Lifestyle Management Services.

We do not have any subsidiaries.

4


Our ongoing expenses, including the costs associated with the preparation and filing of this report, have been paid for by advances from Tresor BVI. It is anticipated that we will require nominal capital to maintain our corporate viability. Additional necessary funds will most likely be provided by our shareholder(s) before we obtain significant outside financing to execute our business plans, although there is no agreement related to future advancement of funds and there is no assurance such funds will be obtained. Unless we are able to facilitate an acquisition of or merger with an operating business in one or both of the sectors of Jewelry Products and Lifestyle Management Services, there is substantial uncertainty with our ability to continue as a going concern.

Growth Strategies

Our future financial success will be dependent on the success in the execution of our business plans. Such execution may take years to complete and future cash flows, if any, are impossible to predict at this time. The success of any of our future business plans is largely dependent on factors beyond our control, such as the availability of sufficient outside financing, the size of the high-net-worth class in Asia, especially in China, the number of available new clients and the supply of raw materials for the manufacturing of high-end jewelry.

We plan to execute our business plan by acquiring or merging with one or more companies in the sectors of Jewelry Products in Asia and/or Lifestyle Management Services in China. Under either business plan we may pursue, we anticipate we will offer products and/or services in industries that are not mature in certain areas in Asia, including China, and there is no guarantee that we will be able to obtain clients who have an interest in our products and/or services. Our future business plans will be subject to risks inherent in starting a new company with limited capital resources, incurrence of losses, delays in the generation of revenues and possible cost overruns due to price and cost increases in supplies and products and/or services. In addition, we must obtain additional capital from equity and/or debt financing before we will be able to hire a management team. We anticipate we may need to buy equipment in connection with the execution of our business plans. We do not know the extent of the equipment need until we have located clients for our products. We recognize that additional capital will be required to execute our business plan. If financing is not available on satisfactory terms, or at all, we may be unable to execute our business plan. Equity financing, if available, would result in dilution of existing shareholders. In the event we are not able to obtain sufficient financing, we believe we would need to seek alternative methods to fund our business plans. Such methods may include a business combination through acquisition, merger, joint venture or strategic alliance. As a result, we anticipate that our business model may not be the same in 2012 as in 2011 and we may incur additional operating expenses. In addition, we will incur fees and expenses incident to our reporting and compliance obligations as a public company.

The total amount of funds necessary will vary depending on whether we elect to enter into one or both of the above business sectors.

A lack of funds could result in severe consequences to us, including among others:

  • failure to make timely filings with the SEC as required by the Exchange Act, which may also result in suspension of trading or quotation in our stock and could result in fines and penalties to us under the Exchange Act;

  • inability to enter into new business lines;

  • curtailing or eliminating our ability to locate and perform suitable analysis of potential acquisitions; and/or

  • inability to complete a desirable acquisition due to a lack of funds to pay expenses.

5


Results of Operations

There is limited historical financial information about us, after the change in control and change in our business plan, upon which to base an evaluation of our performance as an operating corporation. We have not generated any profits and have generated losses.

For the year ended December 31, 2011, we had revenues of $4,799 and a net loss of $124,340, as compared to revenues of $23,015 and a net loss of $18,290 for the same period in 2010. The decrease in revenues from last year was attributable to our cessation of operations in real estate sales. In addition, our expenses increased significantly in the current year as we incurred more accounting, professional and other fees in connection with our business and our public reporting obligations.

Liquidity and Capital Resources

We had $1,233 in cash at December 31, 2011 compared to $351 at December 31, 2010. The cash used by operating activities during the year ended December 31, 2011 was $92,363 as compared to $20,455 during the year ended December 31, 2010. Operating expenses for the year ended December 31, 2011 were $129,139, compared to $41,305 for the year ended December 31, 2010. Our operating expenses increased significantly in the current year as we incurred more accounting, professional and other fees in connection with our business and our public reporting obligations.

Following the closing of the transactions contemplated under the Purchase Agreement, we terminated our real estate sales business. Feasibility studies and business planning are in progress, and we anticipate that we will identify business opportunities that synergize with the current operations of the affiliates of Tresor BVI. These business opportunities may cause us to enter into either the more mature sector of Jewelry Products, or the still emerging market of Lifestyle Management Services, or both of the above.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations, including the discussion of our liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Our intended business activities are dependent upon our ability to obtain financing in the form of debt and/or equity and ultimately to generate future profitable operational activity. We may look to secure additional funds through future debt or equity financings. Such funds may not be available or may not be available on reasonable terms.

Competitive Factors

The Jewelry Products sector in Asia is highly fragmented and the Lifestyle Management Services sector in China is just emerging. If we are able to enter into either or both of these business lines, we will be competing with many other international companies seeking to enter into these sectors in Asia. We will be among the smaller participants in these sectors. We will compete with other companies with established brands. While we believe there is a readily available market for the products and/or services that we may in the future offer, competition will make it difficult to secure clients. In the competitive sectors we would like to enter, we anticipate to be in direct competition with companies with greater financial resources, more experience and more employees than we have.

Our primary method of competing will be utilizing our contacts developed by our President, Mr. Ou, as well as contacts from possible new management recruits. We will rely heavily on these personal relationships in order to compete.

Regulation

The Jewelry Products sector in Asia and the sale of luxury goods in connection with provision of Lifestyle Management Services in China are both subject to certain import/export duties, taxes, quality control standards and permits requirements.

6


We are also subject to local and county regulations regarding our business licenses, insurance, workers compensation insurance and any other specifics required by the governing bodies of different countries. We must comply with these government laws in order to operate our business. We intend to comply with such requirements when we commence to execute our business plans.

Employees

We will continue to use the services of Mr. Ou for our professional services to clients. At present, we have no employees other than Mr. Ou.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The full text of our audited consolidated financial statements as of December 31, 2011 and 2010 begins on page F-1 of this annual report.

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

On April 21, 2011, as disclosed in our current report on Form 8-K filed on April 22, 2011, we dismissed our independent registered public accounting firm, Randall N. Drake, CPA, PA (“Drake”). Concurrent with the decision to dismiss Drake, we appointed UHY Vocation HK CPA Limited (“UHY”) as our independent registered public accounting firm. During the years ended December 31, 2010 and 2009 and through the date of Drake’s dismissal, there were no disagreements with Drake on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Drake would have caused it to make reference to the subject matter of the disagreements in connection with its report.

7



ITEM 9A. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, consisting of our Chief Executive Officer and Chief Financial Officer (same person), to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2011. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of December 31, 2011 in part because we are a shell company without material operations/ assets or employees (other than our management).

(b) Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management was unable to assess the effectiveness of our internal control over financial reporting as of December 31, 2011 in accordance with the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission because we are a shell company and we do not have employees other than our management.

As a result, our management could not determine whether, as of December 31, 2011, our internal control over financial reporting was effective based on the COSO criteria. Our management intends to conduct an assessment of the effectiveness of our internal control over financial reporting in the coming months when we acquire an operating business or assets and hire more employees.

(c) Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

8


PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following sets forth information about our directors and executive officers as of the date of this report:

NAME   AGE   POSITION
Chu Pan Ou (1)   39   Sole Director; Chief Executive Officer, President and Treasurer

(1) Appointed as our sole director, CEO, President and Treasurer effective on March 10, 2011.

Chu Pan Ou. Mr. Ou is the Chairman and founder of the Company. He is also the sole director and shareholder of Tresor BVI which owns 99% of the Company's common stock. Established almost 8 years ago, Tresor BVI is a designer, manufacturer and distributor of high-end jewellery. Tresor BVI’s headquarters is located in Beijing, China, its processing unit is located in Singapore, and it operates retail outlets in both China and Singapore. Currently, Mr. Ou is attending the Doctorate of Business Administration program at Quinnipiac University. He is also a Visiting Researcher appointed by the Centre of Laws of Environmental Resources and Energies of the Fudan University in Shanghai, China as well as the Vice Chairman of the World Eminence Chinese Business Association, China.

Directors are elected until their successors are duly elected and qualified or until the next annual meeting of the Company.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and have filed a copy of the Code of Ethics with the SEC.

Family Relationships

Mr. Chu Pan Ou is our sole director and sole executive officer.

Involvement in Certain Legal Proceedings

To the best of our knowledge, our director and executive officer has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has he been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Our sole director (Mr. Ou), director nominee (currently none) and executive officer (Mr. Ou) has not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Board Composition and Committees

Our Board of Directors is currently composed of one member, Mr Chu Pan Ou. From time to time, the Board of Directors may establish committees. Currently we do not have any committees.

Section 16(A) Beneficial Ownership Reporting Compliance

Not applicable.

ITEM 11. EXECUTIVE COMPENSATION.

Summary Compensation Table – 2011 and 2010

9


The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods.

          Option All other  
Name and   Salary Bonus Stock Awards Compensation Total
Principal Position Year ($) ($) Awards ($) ($) ($) ($)
Chu Pan Ou (1)
2011
0
0
0
0
0
0
Sole Director;
Chief Executive
Officer; President;
Treasurer;
Secretary





2010





0





0





0





0





0





0
Petie Parnell
Maguire(2)
2011

0

0

0

0

0

0

President, Chairman
of the Board of
Directors



2010



0



0



0



0



0



0
Pauline A.
Pappas(3)
2011

0

0

0

0

0

0

Secretary, Treasurer


2010

0

0

0

0

0

0
Rveva A. Barrett(4)
2011
0
0
0
0
0
0
Vice President

2010

0

0

0

0

0

0

(1)

Appointed as our sole director, CEO, President and Treasurer effective on March 10, 2011.

(2)

Resigned as our sole director, President and Chief Executive Officer, effective on March 10, 2011.

(3)

Resigned on March 8, 2011.

(4)

Resigned in December 2010.

Employment Agreements

There are no employment contracts with any of the foregoing directors and officers. Nor are there any agreements for compensation with them.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding beneficial ownership of our common stock as of March 12, 2012 (i) by each person who is known by us to beneficially own more than 5% of our voting securities; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group. Unless otherwise specified, the address of each of the persons set forth below is in care of Suite 1801, 18/F, Tower 1, Prosper Center, No. 5 Guanghua Road, Chaoyang District, Beijing, People’s Republic of China 100021.

10


         

Name and Address of
Beneficial
Owner



Office, If Any



Title of Class
Amount and
Nature of
Beneficial
Ownership(1)


Percent of
Class(2)
Officers and Directors
Chu Pan Ou(3) Chief Executive
Officer; President;
Treasurer; Secretary
Common stock,
$0.01 par value
19,800,000 99%
All officers and
directors as a group
(1 person named
above)
Common stock,
$0.01 par value
19,800,000 99%
5% Security Holders
Tresor Jewellery Group
Limited (4)
Common stock,
$0.01 par value
19,800,000 99%

(1)

Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. For each beneficial owner above, any options exercisable within 60 days have been included in the denominator.

(2)

Based on 20,000,000 shares of common stock issued and outstanding as of March 12, 2012.

(3)

Consists of 19,800,000 shares of our common stock held by Tresor Jewellery Group Limited.

(4)

Mr. Ou is the sole director and shareholder of Tresor Jewellery Group Limited and has voting and investment control over securities held by it.

Changes in Control

There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

Securities Authorized for Issuance Under Equity Compensation Plans

We do not have any equity compensation plans.

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

Transactions with Related Persons

Mr. Ou is the sole director and shareholder of Tresor BVI, which owns 99% of the Company’s common stock. Other than this share ownership in the Company, our sole director (Mr. Ou), director nominee (currently none) and executive officer (Mr. Ou) has not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five fiscal years.

11


Parents of the Company

Tresor BVI currently owns 99% of our outstanding shares of common stock.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Independent Auditors’ Fees

The following table represents fees billed and to be billed to the Company for professional audit services rendered by UHY and Drake.

On January 1, 2012, the audit firm of Drake changed its name to Drake & Klein CPAs. The change was reported to the PCAOB as a change of name.

We do not have an audit committee. The audit services rendered by UHY were pre-approved by our sole director.


    2011     2010  
             
Audit fees (1) $ 29,500   $  5,750  
Audit-related fees (2)   0     0  
Tax fees   0     0  
All other fees   0     0  
Total $ 29,500   $  5,750  
   
(1)

“Audit Fees” consisted of the aggregate fees billed or accrued for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 10-Q and for any other services that were normally provided in connection with our statutory and regulatory filings or engagements.

   
(2)

“Audit Related Fees” consisted of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Financial Statements and Schedules

The financial statements are set forth under Item 8 of this annual report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

Exhibit List

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit  Description
No.  
3.1 Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the registration statement on Form SB-2 of the Company filed on December 8, 2006)
3.2 Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the current report of the Company on Form 8-K filed on June 10, 2011)
3.3 Bylaws (Incorporated by reference to Exhibit 3.2 to the registration statement on Form SB-2 of the Company filed on December 8, 2006)
10.1 Securities Purchase Agreement dated March 3, 2011 between the Company, Petie Maguire and Tresor Jewellery Group Limited (incorporated by reference to Exhibit 10.1 of the current report of the Company on Form 8-K filed March 9, 2011)

12



10.2 Repurchase Agreement dated March 10, 2011 between the Company and Petie Maguire (incorporated by reference to Exhibit 10.1 of the current report of the Company on Form 8-K filed March 16, 2011)
23.1* Consent of UHY Vocation HK CPA Limited, Independent Registered Public Accounting Firm.
31.1* Certification of Principal Executive, Accounting and Financial Officer pursuant to Rule 13a-14 of the Exchange Act
32.1** Certification of Principal Executive, Accounting and Financial Officer pursuant to 18 U.S.C. Section 1350
101*** The following materials from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, formatted in Extensible Business Reporting Language (XBRL) includes: (1) balance sheets as of December 31, 2011 and December 31, 2010; (2) statements of operations for the years ended December 31, 2011 and 2010; (3) statements of changes in shareholders’ deficiency and comprehensive loss; (4) statements of cash flows for the years ended December 31, 2011 and 2010; and (5) notes to financial statements

* Filed as an exhibit.

** In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certification furnished in Exhibits 32.1 hereto is deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

* **In accordance with Rule 406T of Regulation S-T, the information furnished in these exhibits will not be deemed "filed" for purposes of Section 18 of the Exchange Act. Such exhibits will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

13


SIGNATURES

In accordance with section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report on Form 10-K to be signed on its behalf by the undersigned, thereto duly authorized individual.

Date: March 27, 2012 TRESOR CORPORATION (f.k.a. GOOD EARTH
  LAND SALES COMPANY)
   
   
  By:   /s/ Chu Pan Ou                                                                 
           Ou, Chu Pan, Chief Executive Officer, President
           and Treasurer
           (Principal Executive, Accounting and Financial
           Officer)

In accordance with 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.

Signature Title Date
     
Chief Executive Officer, President and Treasurer March 27, 2012
/s/ Chu Pan Ou                                                                        (Principal Executive Officer; Principal Financial and  
Chu Pan Ou Accounting Officer)  
     
/s/ Chu Pan Ou                                                Director March 27, 2012
Chu Pan Ou    

14



TRESOR CORPORATION
(formerly known as Good Earth Land Sales Company)
INDEX TO FINANCIAL STATEMENTS


  Page(s)
Report of Independent Registered Public Accounting Firm F-2
Balance Sheets as of December 31, 2011 and December 31, 2010 F-3
Statements of Operations for the years ended December 31, 2011 and 2010 F-4
Statements of Changes in Shareholders’ Deficiency and Comprehensive Loss
   for the year ended December 31, 2011 and 2010

F-5
Statements of Cash Flows for the years ended December 31, 2011 and 2010 F-6
Notes to Financial Statements F-7

 

 

F-1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
TRESOR CORPORATION
(FORMERLY KNOWN AS GOOD EARTH LAND SALES COMPANY)

We have audited the accompanying balance sheets of Tresor Corporation (formerly known as Good Earth Land Sales Company) (the “Company”) as of December 31, 2011 and 2010, and the related statements of operations, changes in shareholders' deficiency and comprehensive loss and cash flows for the years ended December 31, 2011 and 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are 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, we express no such opinion. An audit also 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. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tresor Corporation (formerly known as Good Earth Land Sales Company) as of December 31, 2011 and 2010, and the results of its operations and cash flows for the years ended December 31, 2011 and 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2(b), the Company has incurred significant losses from operations for the year ended December 31, 2011 and has a working capital deficiency as of December 31, 2011. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2(b). The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

UHY VOCATION HK CPA Limited
Certified Public Accountants
 
HONG KONG, March 27, 2012
(THE PEOPLE'S REPUBLIC OF CHINA)

F-2



TRESOR CORPORATION
(formerly known as Good Earth Land Sales Company)
BALANCE SHEETS
(IN U.S. DOLLARS)

    December 31, 2011     December 31, 2010  
ASSETS            
Current Assets            
Cash $ 1,233   $  351  
Total Current Assets   1,233     351  
             
Computers, net   -     327  
Total Assets $  $1,233   $  678  
             
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY            
Current Liabilities            
Accrued expenses $ 35,500   $ 3,850  
Total Current Liabilities   35,500     3,850  
             
Long-term Liabilities            
Shareholder’s loans   90,868     53,116  
Total Long-term Liabilities   90,868     53,116  
Total Liabilities $  126,368   $  56,966  
Shareholders' Deficiency            
 Common stock, $0.01 par value, authorized 75,000,000 shares, 20,000,000 and 1,318,000
     shares issued and outstanding as of December 31, 2011 and December 31, 2010,
      respectively
 

200,000
   

13,180
 
 Additional paid-in capital   (143,848 )   (12,521 )
 Accumulated deficit   (181,287 )   (56,947 )
Total Shareholders' Deficiency   (125,135 )   (56,288 )
Total Liabilities and Shareholders’ Deficiency $  1,233   $  678  

See accompanying notes to the financial statements.

F-3



TRESOR CORPORATION
(formerly known as Good Earth Land Sales Company)
STATEMENTS OF OPERATIONS
(IN U.S. DOLLARS)

    For the year ended  
    December 31,  
    2011     2010  
Revenue $  4,799   $  23,015  
Operating expenses            
   Automobile expenses   1,223     5,028  
   Bank service charges   325     152  
   Business promotion   550     432  
   Continuing education   -     1,120  
   Contract labor   360     2,976  
   Contributions   50     1,100  
   Depreciation   -     445  
   Dues and subscriptions   10     138  
   Insurance   -     550  
   Interest expenses   -     416  
   License and permits   -     558  
   Meal and entertainment   -     93  
   Loss on disposal of computers   327     -  
   Postage   196     397  
   Professional fees   125,005     19,547  
   Repairs   150     455  
   Supplies   731     1,201  
   Telephone and utilities   212     4,222  
   Travel   -     2,475  
Total operating expenses   129,139     41,305  
Loss before income taxes   (124,340 )   (18,290 )
Income tax expense   -     -  
Net loss $  (124,340 ) $  (18,290 )
             
Loss per common share - basic and diluted $  (0.01 ) $  (0.01 )
Weighted average number of common shares outstanding            
- basic and diluted   16,519,518     1,318,000  

See accompanying notes to the financial statements.

F-4



TRESOR CORPORATION
(formerly known as Good Earth Land Sales Company)
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY AND COMPREHENSIVE LOSS
(IN U.S. DOLLARS)
FOR THE YEAR ENDED DECEMBER 31, 2010 AND 2011

                            Total        
    Common stock     Additional     Accumulated     shareholders’     Comprehensive  
    Number     Amount     Paid In Capital     Deficit     Deficiency     Loss  

Balances at
January 1, 2010

1,318,000

$
13,180

$
(12,521
)

$
(38,657
)

$
(37,998
)



Net loss for the Year ended December 31, 2010   -     -     -     (18,290 )   (18,290 )   (18,290 )
Comprehensive loss                               $ (18,290 )
Balance as of December 31, 2010   1,318,000   $  13,180    $  (12,521 )  $ (56,947 ) $  (56,288 )      
Repurchase of shares and immediately cancelled   (1,118,000 )   (11,180

)

  (373,820

)

  -     (385,000 )      
New issue of shares   19,800,000     198,000     187,000      -     385,000        
Contribution of shareholder’s loans into equity   -     -     55,493     -     55,493        
Net loss for the Year ended December 31, 2011   -     -     -     (124,340 )   (124,340 )   (124,340 )
Comprehensive loss                               $ (124,340 )
Balance as of December 31, 2011   20,000,000   $ 200,000    $ (143,848 )  $  (181,287 )  $  (125,135 )      

See accompanying notes to the financial statements.

F-5



TRESOR CORPORATION
(formerly known as Good Earth Land Sales Company)
STATEMENTS OF CASH FLOWS
(IN U.S. DOLLARS)

  For the year ended
  December 31,
  2011 2010
     

Cash flows from operating activities :

           

Net loss

(124,340 ) (18,290 )

Adjustments to reconcile net loss to net cash used in operating activities :

           

       Depreciation

  -     445  

       Loss on disposal of computers

  327     -  

Change in operating assets and liabilities:

           

       Accrued expenses

  31,650     -  

       Accounts Payable

  -     600  

       Credit card payable

  -     (3,210 )

Net cash used in operating activities

  (92,363 )   (20,455 )

 

           

Cash flows from financing activities :

           

Increase in shareholder’s loans

  93,245     19,043  

Net cash provided by financing activities

  93,245     19,043  

 

           

Cash flows from investing activities :

           

Repurchase of shares

  (385,000 )   -  

Shares issued for cash

  385,000     -  

Net cash from investing activities

  -     -  

 

           

Net increase/(decrease) in cash

  882     (1,412 )

Cash at beginning of period

  351     1,763  

Cash at end of period

  1,233     351  

See accompanying notes to the financial statements.

F-6



TRESOR CORPORATION
(formerly known as Good Earth Land Sales Company)
Notes to Financial Statements (Unaudited)
(Stated in US Dollars)

(1)

ORGANIZATION AND NATURE OF BUSINESS

     

Tresor Corporation (“the Company”) was incorporated on November 3, 2004 in the State of Florida. The Company was in the business of real estate sales before the change in control of the Company in March 2011 which is disclosed in Note 5. The Company has no business operations as of December 31, 2011.

     

On June 6, 2011, the Company filed the Articles of Amendment to the Articles of Incorporation with the Florida Department of State to change the name of the Company from “Good Earth Land Sales Company” to “Tresor Corporation” so as to better reflect the expected future operation of the Company.

     
(2)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     
(a)

Basis of presentation

     

The accompanying financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In the opinion of the Company’s management, the financial statements present fairly the financial position of the Company as of December 31, 2011 and December 31, 2010, the results of operations of the Company for the years ended December 31, 2011 and 2010, changes in shareholders’ deficiency and comprehensive loss of the Company for the year ended December 31, 2011, and cash flows of the Company for the years ended December 31, 2011 and 2010. The adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included.

     
(b)

Going concern and management’s plan

     

As of December 31, 2011, the Company had total shareholders’ deficiency of $125,135. The Company also suffered a loss of $124,340 for the year ended December 31, 2011. The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company's business plans may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company's ability to continue as a going concern.

     

The ability of the Company to continue as a going concern is dependent on improving the Company's profitability and cash flow and securing additional financing, such as subsequent offerings of its common stock or debt financing. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, and believes that the actions being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurances to that effect. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

F-7



TRESOR CORPORATION
(formerly known as Good Earth Land Sales Company)
Notes to Financial Statements (Unaudited)
(Stated in US Dollars)

  (c)

Use of estimates

       
 

The preparation of the financial statements in conformity with U.S. GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Management believes that these estimates are reasonable; however, actual results could differ from those estimates. The Company bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

       
  (d)

Cash and cash equivalents

       
 

For purposes of the statements of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents.

       
  (e)

Fixed assets

       
 

Property and equipment are recorded at cost less accumulated depreciation. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

       
  (f)

Revenue recognition

       
 

Revenue is recognized when it is probable that the economic benefits will flow to the Company and when the revenue can be measured reliably, on the following bases:

       
  i)

Sale of goods is recognized when substantial risk and reward in relationship to the ownership of the goods is transferred to the customers;

       
  ii)

Delivery of services is recognized when the transaction with the customers has been completed and accepted by the customers.

       
  (g)

Income taxes

       
 

The Company accounts for income taxes under FASB ASC Topic 740 "Income Taxes". 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 effective 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 periods 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 operation in the period that includes the enactment date.

F-8



TRESOR CORPORATION
(formerly known as Good Earth Land Sales Company)
Notes to Financial Statements (Unaudited)
(Stated in US Dollars)

  (g) Income taxes (……Cont’d)
     
The Company adopted FASB ASC Topic 740, "Income Taxes", which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.
     
  (h) Accounting pronouncements
     
The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations, of, existing accounting guidance during the reporting period. The Company has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.
     
    Recently issued accounting pronouncements
     
The Company has reviewed accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The management believes that the impending standards may have an impact on our future filings. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
     
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.
     
(3) COMPUTERS, NET
   
  The following is a summary of computers, at cost, less accumulated depreciation:

      December 31,     December 31,  
      2011     2010  
               
  Computers $ -   $  3,730  
  Less: Accumulated Depreciation   -     (3,403 )
    $ -   $  327  

Depreciation expenses were $Nil and $445 for the years ended December 31, 2011 and 2010 respectively.

F-9



TRESOR CORPORATION
(formerly known as Good Earth Land Sales Company)
Notes to Financial Statements (Unaudited)
(Stated in US Dollars)

(4)

SHAREHOLDER’S LOANS

   

Shareholder’s loans represent the amounts advanced by the controlling shareholder to the Company to fund various working capital needs. These loans are non-interest bearing and due on demand. The loans due to Ms. Petie Maguire, the former-controlling shareholder of the Company, in the amount of $55,493 were waived and contributed into equity before the closing of the Securities Purchase Agreement (see Note 5) and the Repurchase Agreement (see Note 5) which have been disclosed and included in the Company’s previous filings.

   
(5)

COMMON STOCK

   

On March 3, 2011, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Tresor Jewellery Group Limited, a BVI company, pursuant to which the Company agreed to sell an aggregate of 19,800,000 shares of Common Stock to Tresor Jewellery Group Limited for an aggregate purchase price of $385,000. In connection with the Securities Purchase Agreement, the Company entered into a repurchase agreement (the “Repurchase Agreement”) on March 10, 2011, pursuant to which the Company purchased and immediately cancelled 1,118,000 shares of Common Stock from Ms. Petie Maguire, the former-controlling shareholder of the Company, for a purchase price of $385,000, net of any outstanding liabilities of the Company as of the closing. As a result, the Company and Tresor consummated the sale of 19,800,000 shares of Common Stock on the same date.

   

As a result of the closing of the Securities Purchase Agreement and the Repurchase Agreement, Tresor Jewellery Group Limited holds 99% of the Company’s outstanding capital stock resulting in a change in control of the Company.

   
(6)

LOSS PER COMMON SHARE

     

The following data show the amounts used in computing loss per share and the weighted average number of shares for the years ended December 31, 2011 and 2010.


      For the Year Ended  
      December 31,  
      2011     2010  
  Numerator            
  Net loss $  (124,340 $ (18,290 )
  Denominator            
  Weighted average number of            
  common shares outstanding used to            
  calculate loss per share during the            
  period   16,519,518     1,318,000  
  Loss per share - basic and diluted   (0.01 )   (0.01 )

F-10


EXHIBIT INDEX

Exhibit  Description
No.  
3.1 Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the registration statement on Form SB-2 of the Company filed on December 8, 2006)
3.2 Articles of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the current report of the Company on Form 8-K filed on June 10, 2011)
3.3 Bylaws (Incorporated by reference to Exhibit 3.2 to the registration statement on Form SB-2 of the Company filed on December 8, 2006)
10.1 Securities Purchase Agreement dated March 3, 2011 between the Company, Petie Maguire and Tresor Jewellery Group Limited (incorporated by reference to Exhibit 10.1 of the current report of the Company on Form 8-K filed March 9, 2011)
10.2 Repurchase Agreement dated March 10, 2011 between the Company and Petie Maguire (incorporated by reference to Exhibit 10.1 of the current report of the Company on Form 8-K filed March 16, 2011)
23.1* Consent of UHY Vocation HK CPA Limited, Independent Registered Public Accounting Firm.
31.1* Certification of Principal Executive, Accounting and Financial Officer pursuant to Rule 13a-14 of the Exchange Act
32.1** Certification of Principal Executive, Accounting and Financial Officer pursuant to 18 U.S.C. Section 1350
101*** The following materials from Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, formatted in Extensible Business Reporting Language (XBRL) includes: (1) balance sheets as of December 31, 2011 and December 31, 2010; (2) statements of operations for the years ended December 31, 2011 and 2010; (3) statements of changes in shareholders’ deficiency and comprehensive loss; (4) statements of cash flows for the years ended December 31, 2011 and 2010; and (5) notes to financial statements

* Filed as an exhibit.

** In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certification furnished in Exhibits 32.1 hereto is deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

*** In accordance with Rule 406T of Regulation S-T, the information furnished in these exhibits will not be deemed "filed" for purposes of Section 18 of the Exchange Act. Such exhibits will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.