Umatrin Holding Ltd - FORM 10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended January 31, 2014

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		87-0814235
(State or other jurisdiction of		(IRS Employer Identification
incorporation or organization)		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 10, 2014, the registrant had 33,570,000 shares of its common stock outstanding.

TABLE OF CONTENTS

		PAGE

	PART I

ITEM 1.	Business		2

ITEM 1A.	Risk Factors		7

ITEM 1B.	Unresolved Staff Comments		7

ITEM 2.	Properties		7

ITEM 3.	Legal Proceedings		7

ITEM 4.	Mine Safety Disclosures		7

	PART II

ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		8

ITEM 6.	Selected Financial Data		9

ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9

ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk		11

ITEM 8.	Financial Statements and Supplementary Data		11

ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		11

ITEM 9A.	Controls and Procedures		12

ITEM 9B.	Other Information

	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		17

SIGNATURES			18

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 opportunities 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 implement our plan as a business partner with active companies in the marketing, financial, and public relations markets, i.e. assisting our clients in their IPOs 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 with or acquire another entity in order to engage in active business. We will establish our initial offices in the Hong Kong/Shenzhen, China regions—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; and,
·	Primary, secondary or vocational education.

Building upon a strong client base from our sole officer and director, we intend to expand our 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 and audit and tax services for our clients.

In addition to our expansion in service scope, we are also planning to expand our footprint in 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 a 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; and,
·	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 investors’ attentions. We 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; and,
·	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 relationships with international business and finance media.

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

·	Press conference;
·	Media training;
·	Media interview arrangements;
·	Media monitor and follow-up; and,
·	Media database

Financial Consulting and Investment Services

We will provide expertise to our clients in 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 a 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 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 models, 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 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 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 discussions 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 will mainly be 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; and,
	·	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 1B. UNRESOLVED STAFF COMMENTS

None.

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. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S 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” in October 28, 2008. However, to date our Company’s Common Stock is not actively 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 approximately 28 shareholders of our Common Stock as of March 7, 2014. 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.

Equity Compensation Plan Information

The following table sets forth certain information as of January 31, 2014, 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	8,000,000	$	$0.10	8,000,000

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 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. While the Company development has been slowed by the economic downturn, the Company continues to seek relationships and target companies in furtherance of its business plan.

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; and,
·	Preparation of corporate promotional materials.

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

The financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplates continuation as a going concern. 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, 2014 compared to the year ended January 31, 2013.

We had no revenues in the years ended January 31, 2014 and 2013.

General and administrative expenses totaled $84,641and $94,775 for the periods ending January 31, 2104 and 2013, respectively. . Expenses primarily consisted of professional fees and travel. The decrease in expenses is primarily attributable to a decrease in travel expenses.

We had other income and expense totaling 164,994 at January 31, 2014. This noncash expenses consisted of amortization of a beneficial conversion, totaling $164,994 and related to convertible notes payable issued to the company’s sole officer and loan interest totaling $4,207.

Liquidity

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. At January 31, 2014, 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 have no known demands or commitments and are not aware of any events or uncertainties as of January 31, 2014 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

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.

Capital Resources

We had no material commitments for capital expenditures as of January 31, 2014.

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, capital expenditures or capital resources that is material to investors.

As of January 31, 2014, we have no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.

Critical Accounting Policies

We prepare our financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. We have identified below the critical accounting policies which are assumptions made by management about matters that are highly uncertain and that are of critical importance in the presentation of our financial position, results of operations and cash flows. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements.

Use Of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES 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

There were no changes in or disagreements with accountants on accounting or financial disclosures.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Limitations on Systems of Controls

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses identified in our evaluation, we performed additional analysis and other post-closing procedures in an effort to ensure our financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

	•	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

	•	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and,

	•	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, but not eliminate, this risk.

As of January 31, 2014, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were lack of a functioning audit committee due to a lack of a majority of independent members; lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives and affecting the functions of authorization, recordkeeping, custody of assets, and reconciliation; and, management dominated by a single individual/small group without adequate compensating controls.

Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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		50		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 shareholders, 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. Our Board of Directors appoints officers annually 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 Officer

Our sole officer and director does not receive any compensation (outside of Company stock) for services rendered to us, has not received such compensation in the past, and is not accruing any compensation pursuant to any agreement with us. However, our sole officer and director anticipates receiving benefits as a beneficial shareholder 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 April 1, 2014 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		15,725,000		47.0	%
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 $120,000, 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

The following table sets forth the fees billed by our principal independent accountant for each of our last two fiscal years for the categories of services indicated.

	Years Ended January 31,
Category	2014		2013
Audit Fees	$	4,000	$	4,100
Audit Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0

Audit fees. Consists of fees billed for the audit of our annual financial statements, review of our Form 10-K, review of our quarterly financial statements, review of our Forms 10-Q and services that are normally provided by the accountant in connection with year-end and interim statutory and regulatory filings or engagements.

Audit-related fees. Consists of fees billed for the review of registration statements, audit related consulting and services that are normally provided by the accountant in connection with non-year end statutory and regulatory filings or engagements.

Tax fees. Consists of professional services rendered by our principal accountant for tax compliance, tax advice and tax planning.

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 10, 2014	By:	/s/ MichaelA. Zahorik
		Michael A. Zahorik Chief Executive Officer Chief Financial 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 10, 2014	By:	/s/ Michael A. Zahorik
		Michael A. Zahorik
		Chief Executive Officer Chief Financial Officer

GOLDEN OPPORTUNITIES CORPORATION

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

AS OF JANUARY 31, 2014

GOLDEN OPPORTUNITIES CORPORATION

(a development stage company)

Financial Statements Table of Contents

FINANCIAL STATEMENTS	Page #

Report of Independent Registered Public Accounting Firm		F-1

Balance Sheets		F-2

Statements of Operations		F-3

Statements of Stockholders’ Equity		F-4

Statements of Cash Flows		F-5

Notes to the Financial Statements		F-6

Messineo & Co, CPAs LLC

2471 N McMullen Booth Rd Ste. 302

Clearwater, FL 33759-1362

T: (518) 530-1122

F: (727) 674-0511

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:

Golden Opportunities Corporation

Superior, CO

We have audited the accompanying balance sheets of Golden Opportunities Corporation as of January 31, 2014 and 2013 and the related statements of operations, stockholders' equity and cash flows for the years then ended and for the period February 2, 2005 (date of inception) through January 31, 2014. 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audit 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Golden Opportunities Corporation as of January 31, 2014 and 2013 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, 2014, 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 3 to the financial statements, the Company has recurring losses and no revenue and negative cash flows from operating activities, as well as working capital and stockholders' deficits. These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Messineo & Co., CPAs LLC

Clearwater, Florida

March 5, 2014

F-1

GOLDEN OPPORTUNITIES CORPORATION
(A development stage company)
BALANCE SHEETS

	January 31, 2014			January 31, 2013

ASSETS

CURRENT ASSETS
Cash	$	91		$	50
Total Current Assets		91			50

TOTAL ASSETS	$	91		$	50


LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,540		$	275
Shareholder loans		7,500			151,969
Total Current Liabilities		9,040			152,244

Convertible note payable, stockholder		164,994			-
TOTAL LIABILITIES		174,034			152,244

SHAREHOLDERS' DEFICIT

Common stock: par value $0.001; 100,000,000 shares authorized;
33,570,000 and 33,570,000 shares issued and outstanding, respectively		33,570			33,570
Additional paid-In capital		1,892,024			1,659,931
Deficit accumulated during the development stage		(2,099,537	)		(1,845,695	)
Total Stockholders' Deficit		(173,943	)		(152,194	)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	91		$	50

See accompanying notes to the financial statements and auditors’ report.

F-2

GOLDEN OPPORTUNITIES CORPORATION

(A development stage company)

STATEMENTS OF OPERATIONS

							For the Period
							from February 2, 2005
	Year Ended			Year Ended			(inception) through
	January 31, 2014			January 31, 2013			January 31, 2014

OPERATING EXPENSES:
PROFESSIONAL FEES		8,709			7,341			77,415
GENERAL AND ADMINISTRATIVE EXPENSES		75,932			87,434			327,610
STOCK COMPENSATION		-			-			1,520,100
TOTAL OPERATING EXPENSES		84,641			94,775			1,925,125

LOSS FROM OPERATIONS		(84,641	)		(94,775	)		(1,925,125	)

OTHER (INCOME) EXPENSES
INCOME FROM FORGIVEN DEBT		-			(6,000	)		(6,000	)
INTEREST EXPENSE - SHAREHOLDER		169,201			3,780			180,412
TOTAL OTHER (INCOME) EXPENSES, NET		169,201			(2,220	)		174,412

LOSS BEFORE INCOME TAXES		(253,842	)		(92,555	)		(2,099,537	)

INCOME TAXES		-			-			-

NET LOSS	$	(253,842	)	$	(92,555	)	$	(2,099,537	)

Net Loss Per Common Share - basic & diluted	$	(0.01	)	$	(0.00	)

Weighted Average Common Shares Outstanding:- basic & diluted		33,570,000			33,570,000

See accompanying notes to the financial statements and auditors’ report.

F-3

GOLDEN OPPORTUNITIES CORPORATION
(A development stage company)
STATEMENTS OF STOCKHOLDERS' DEFICIT
For the Period from February 2, 2005 (inception) through January 31, 2014

							Deficit accumulated
					Additional		during the			Total
	Common Stock				Paid-in		Development			Stockholders'
	Shares		Amount		Capital		Stage			Deficit

Shares issued at inception		100,000	$	100	$	-	$	-		$	100
Net Loss								(2,225	)		(2,225	)

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

Shares issued on acceptance of expenses
paid on July 30, 2006		275,000		275		2,475		-			2,750

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

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

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

Capital Contribution						100		-			100

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

Shares issued for cash at $0.025 per share
during November 2007		1,780,000		1,780		42,720		-			44,500

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

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

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

Interest as in-kind contribution						534					534

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

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

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

Interest as in-kind contribution						1,644					1,644
Other expenses as in-kind contribution						6,275					6,275
Net Loss								(26,654	)		(26,654	)

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

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

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

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

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

Interest as in-kind contribution						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	)

Interest as in-kind contribution						3,780					3,780
Stock options expense						63,132					63,132
Net Loss								(92,555	)		(92,555	)

Balance, January 31, 2013		33,570,000		33,570		1,659,931		(1,845,695	)		(152,194	)

Interest as in-kind contribution						4,207					4,207
Stock options expense						62,892					62,892
Beneficial conversion						164,994					164,994
Net Loss								(253,842	)		(253,842	)

Balance, January 31, 2014		33,570,000	$	33,570	$	1,892,024	$	(2,099,537	)	$	(173,943	)

See accompanying notes to the financial statements and auditors’ report.

F-4

GOLDEN OPPORTUNITIES CORPORATION

(A development stage company)

STATEMENTS OF CASH FLOWS

							For the Period from February 2,
							2005
	Year Ended			Year Ended			(inception) through
	January 31, 2014			January 31, 2013			January 31, 2014


CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(253,842	)	$	(92,555	)	$	(2,099,537	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Interest contribution		4,207			3,780			15,418
Other expenses contribution-related party		-			-			6,275
Stock issued for acceptance of expenses paid		-			-			15,450
Stock issued as compensation		-			-			1,513,000
Stock issued for services rendered								7,000
Stock options issued for compensation		62,892			63,132			157,957
Beneficial conversion expense		164,994						164,994
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		1,265			-			1,540
Convertible notes payable-Related party		13,025			-			164,994
Shareholder advances		7,500			-			7,500
Net cash used in operating activities		41			(25,643	)		(197,378	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common shares		-			-			45,500
Net cash flows provided by financing activities		-			-			45,500

NET CHANGE IN CASH		41			(2,583	)		91

CASH BALANCE AT BEGINNING OF PERIOD		50			2,633			-

CASH BALANCE AT END OF PERIOD	$	91		$	50		$	91

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-

NON-CASH DISCLOSURE:
Shareholder advances converted to convertible note	$	164,994	$	-	$	164,994

See accompanying notes to the financial statements and auditors’ report.

F-5

Golden Opportunities Corporation

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

January 31, 2014

NOTE 1 - ORGANIZATION

Golden Opportunities Corporation (the “Company”), formally known as 51147, Inc. was incorporated in the state of Delaware on February 2, 2005. The Company was originally incorporated in order to locate and negotiate with a targeted business entity for the combination of that target company with The Company. The Company currently will leverage the talents of its sole executive and will implement its plan to become 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 in an effort to expand into Asia’s emerging markets.

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; and,
	-	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 Asian emerging markets, including, Macau, Malaysia, Philippines, Singapore, Thailand and Vietnam (collectively, but not exclusively, the “Emerging Markets”).

The financial statements have been prepared in conformity with generally accepted accounting principles in the United States.

We have not generated any operating revenue and have a negative cash flow from operations. , We expect to generate operating losses during some or all of our planned development stage. These factors raise substantial doubt about our ability to continue as a going concern. In view of these matters, our ability to continue as a going concern is dependent upon our ability to meet our financial requirements, raise additional capital, and the success of our future operations.

F-6

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the SEC. The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3 regarding the assumption that the Company is a “going concern”).

Development stage entity

The Company is a development stage company as defined by FASB ASC 915, Development Stage Entities. 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 has been considered as part of the Company's development stage activities.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fiscal year end

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

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents were $91 and $50 at January 31, 2014 and January 31, 2013, respectively.

Cash flows reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, 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 period payments.

F-7

Deferred Income taxes and valuation allowance

We follow ASC 740, Income taxes. We record deferred tax assets and liabilities for future income tax consequences that are attributable to differences between financial statement carrying amounts of assets and liabilities and their income tax bases. The measurement of deferred tax assets and liabilities is based on enacted tax rates that are expected to apply to taxable income in the year when settlement or recovery of those temporary differences is expected to occur. We recognize the effect on deferred tax assets and liabilities of any change in income tax rates in the period that includes the enactment date. We record a valuation allowance to reduce deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes that the relevant taxing authority that has full knowledge of all relevant information will examine each uncertain tax position. Although we believe the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals.

There were no recognized deferred tax assets or liabilities at January 31, 2014 or 2013.

Earnings (Loss) per share

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

The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the period from February 2, 2005 (inception) through January 31, 2014 as they were anti-dilutive.

	Number of potentially outstanding dilutive shares
		For the Period from February 2, 2005 (inception) through January 31, 2014

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

F-8

Fair value of financial instruments

The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

Related parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. See Note 4, Related Party Transactions.

Share-based expense

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

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.

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

Share-based expense for the year ended January 31, 2014 and 2013 was $0 and $0, respectively.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

F-10

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.

In December 2013, the FASB issued ASU 2013-12, Definition of a Public Entity. This newly issued accounting standard establishes one definition of public business entity for future use in U.S. GAAP. The amendment does not affect existing requirements. There is no actual effective date for the amendment in this Update. Adoption of this guidance did not impact our financial position or results of operations.

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This newly issued accounting standard requires that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. For example, an entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. This standard does not require new recurring disclosures. This ASU is effective for reporting periods beginning after December 15, 2013, with early adoption permitted. As the objective of this accounting standard is to provide guidance on the presentation of unrecognized tax benefits and the settling of income taxes resulting from disallowances of tax positions, the adoption of this standard is not expected to impact our financial position or results of operations.

NOTE 3 – GOING CONCERN

As reflected in the accompanying financial statements, the Company has earned no revenues and at January 31, 2014 had accumulated a deficit of $2,099,537 during its development stage. The Company had a current year net loss of $253,842 and cash provided by operations totaled $41.

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-11

NOTE 4 – RELATED PARTY TRANSACTIONS

Loans Payable

From inception to September 15, 2013, the Company’s sole officer/principal owner has loaned the Company $164, 994 as either advances to the Company or payments on behalf of the Company. Loans were created as demand notes with no stated interest. The Company periodically imputed a nominal percentage of interest, which was accounted for as a contribution to paid-in-capital. In September 2013 loans payable were restructured into convertible notes payable (see below, Convertible Notes Payable). Related party loans payable totaled $7,500 and $151,969 at January 31, 2014 and 2013, respectively.

Convertible Notes Payable

On September 15, 2013, $164,994 of related party loans payable to the Company’s sole officer/principal owner were re-structured into two notes in equal amounts of $82,497, convertible into Company’s common stock at rates of $0.005 and $0.01 per share respectively. They bear no interest, have a maturity date of September 15, 2023, and are convertible at the sole request of the holder/related party.

Based on the intrinsic value of the conversion feature, the Company determined that there was a beneficial conversion feature associated with two notes payable. As a result of the beneficial conversion feature exceeding the proceeds received from the promissory notes, management discounted the notes 100%.

During the years ended January 31, 2014 and 2013, amortization of the beneficial conversion feature was $164,994 and $0, respectively. As of January 31, 2014, there was no remaining unamortized discount on notes.

Convertible notes payable totaled $161,994 and $0 at January 31, 2014 and 2013, respectively.

Equity –Common Stock

In 2005, the Company issued 100,000 shares, at $0.001 per share and totaling $100, to an officer of the company in exchange for expenses paid on behalf of the Company.

On July 30, 2006, the Company issued 275,000 shares, at $0.01 per share and totaling $2,750, to an officer of the company in in exchange for expenses paid on behalf of the Company.

On August 15, 2006, the Company issued 1,250,000 shares, at $0.01 per share and totaling $12,500, to an officer of the company in in exchange for expenses paid on behalf of the Company.

On November 1, 2007, the Company issued 3,000,000 shares, at $0.01 per share and totaling $30,000, to an officer of the company for compensation.

On November 1, 2007, the Company issued 700,000 shares, at $0.01 per share and totaling $7,000, to a related party in exchange for services rendered.

On November 1, 2007, the Company issued 16,300,000 shares, at $0.01 per share and totaling $163,000, as compensation to an officer of the Company.

F-12

On January 2, 2009, the Company issued 1,125,000 shares, at $0.16 per share and totaling $180,000 as compensation to an officer of the Company.

On February 5, 2010, the Company issued 4,000,000 shares, at $0.16 per share and totaling $640,000, as compensation to an officer of the Company.

On June 30, 2011, the Company issued 5,000,000 shares, at $0.10 per share and totaling $500,000, as compensation to an officer of the Company.

Equity – Options

In 2011 the Company issued an option to purchase 8,000,000 common shares at $0.10 per share and having no value on the date of grant, to an officer of the company for compensation. See Note 5, Shareholders’ Equity – Options.

Summary of Compensation Expense, Options

Date	Projected Fair Value on Date of Grant		Expense Reported		Expense projected	True-up Amount			Cumulative Reported Expense		Unrecognized Compensation		Weighted Average Period to Recognize Unrecognized Compensation Years
7/30/2011		504,024										504,024		7.0
1/31/2012				16,053						31,933		472.091		6.5
1/31/2013				79,207			(43	)		95,065		408,959		5.5
1/31/2014				157,957			43			157,957		346,068		4.5

Other

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.

NOTE 5 – SHAREHOLDERS’ EQUITY

Preferred stock

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

Common stock

On February 2, 2005, the Company issued 100,000 shares, at $0.001 per share and totaling $200, to its President in exchange for incorporation expenses paid on behalf of the Company.

On June 30, 2006, the Company issued 275,000 shares, at $0.01 per share and totaling $2,750, to its President in exchange for general 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 and totaling $12,500, to its President in exchange for general and administrative expenses paid on behalf of the Company.

On November 1, 2007, the Company issued 19,300,000 shares, at $0.01 per share and totaling $193,000, as compensation to an officer of the Company.

F-13

On November 1, 2007, the Company issued 700,000 shares at $0.01 per share, and totaling $7,000, to a related party in exchange for services rendered.

On January 2, 2009, the Company issued 1,125,000 shares, at $0.16 per share and totaling $180,000, as compensation to an officer of the Company.

On February 5, 2010, the Company issued 4,000,000 shares, at $0.16 per share and totaling $640,000, as compensation to an officer of the Company.

On June 30, 2011, the Company issued 5,000,000 shares, at $0.10 per share and totaling $500,000 as compensation to an officer of the Company.

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. For the year ended January 31, 2014 and 2013, $62,892 and $63,132, respectively, was recognized as compensation cost for stock options issued.

F-14

The table below summarizes the Company’s stock option activities through January 31, 2014:

	Number of Option Shares		Exercise Price Range Per Share		Weighted Average Exercise Price		Fair Value at Date of Grant		Aggregate Intrinsic Value

Balance, February 1, 2013		8,000,000	$	0.10	$	0.10	$	504,024	$	-

Granted		-		-		-				-

Canceled		-		-		-				-

Exercised		-		-		-				-

Expired		-		-		-				-

Balance, January 31, 2014		8,000,000	$	0.10	$	0.10	$	504,024	$	-

Vested and exercisable, January 31, 2014		2,000,000	$	0.10	$	0.10		-	$	-

Unvested, January 31, 2014		6,000,000	$	0.10	$	0.10		-	$	-

NOTE 6 – INCOME TAXES

The Company has available net operating loss carry-forwards for financial statement and federal income tax purposes totaling $2,099,537. These carryforwards 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.

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, 2013 are as follows:

Deferred tax assets:

Federal net operating loss	$	314,391
Total Deferred Tax Asset		314,391
Less valuation allowance		(314,391	)
		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 7 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure.

F-15

Umatrin Holding Ltd - FORM 10-K - March 10, 2014

Attached files

Umatrin Holding Ltd Reports