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EXCEL - IDEA: XBRL DOCUMENT - Go-Page CorpFinancial_Report.xls
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EX-31.2 - CERTIFICATION - Go-Page Corpex312.htm
EX-31.1 - CERTIFICATION - Go-Page Corpex311.htm


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

 FORM 10-Q
 
[ X ]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

[     ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to _______
 
COMMISSION FILE NUMBER 000-52766
 
GO-PAGE CORPORATION
 (Exact name of registrant as specified in its charter)
 
Nevada
 
27-0143340
(State of incorporation)
 
(I.R.S. Employer Identification No.)

500 North Rainbow Road Suite, 300, Las Vegas Nevada, 89107
(Address of principal executive offices)
 
702-448-8179
(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 
Yes [X]
 
No [ ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes [ ]
 
No [  ] (Not Required)

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 Exchange Act). 

 
Yes [ ]
 
No [X]

As of May 15, 2015, there were 6,895,591 shares of the Registrant’s $0.001 par value common stock issued and outstanding.

 
 

GO-PAGE CORPORATION

TABLE OF CONTENTS
 
 
 
   
PAGE
PART I
FINANCIAL INFORMATION
   
FINANCIAL STATEMENTS (UNAUDITED)
  3
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  4
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  11
CONTROLS AND PROCEDURES
  11
       
PART II
OTHER INFORMATION
   
LEGAL PROCEEDINGS
   12
ITEM 1A. RISK FACTORS    12
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   12
DEFAULTS UPON SENIOR SECURITIES
   12
MINE SAFEY DISCLOSURE – Not Applicable
   12
OTHER INFORMATION
   12
EXHIBITS
   13
  SIGNATURE    14

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Go-Page Corporation (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Go-Page refers to Go-Page Corporation
 
2

PART I - FINANCIAL INFORMATION
 
ITEM 1.                      FINANCIAL STATEMENTS (UNAUDITED)

 
 
3

 
 GO-PAGE CORPORATION
BALANCE SHEETS

     
March 31,
   
June 30,
 
     
2015
   
2014
 
     
(Unaudited)
   
(Audited)
 
ASSETS
             
               
Current Assets
             
Cash
    $ 513     $ 39,118  
Total Assets
    $ 513     $ 39,118  
                   
                   
LIABILITIES AND STOCKHOLDERS' DEFICIT
                 
                   
Current Liabilities
                 
Accounts payable and accrued expenses
      63,030       52,012  
 Salary Payable
      98,385       150,000  
    Related party loan payable
      1,889       0  
 Loans Payable
      17,290       11,529  
Total Current Liabilities
      180,594       213,541  
                   
Stockholders' Deficit
                 
Common Stock $.001 Par Value 200,000,000 shares authorized
         
6,895,572 and 60,533,905 shares issued and outstanding as of March 31, 2015 and June 30, 2014, respectively(1)
      6,896       60,534  
Common Stock to be issued
      158,000       339,250  
Additional paid-in capital
      575,654       137,766  
Accumulated Deficit
      (920,631 )     (711,973 )
Total Stockholders' Deficit
      (180,081 )     (174,423 )
                   
Total Liabilities and Stockholders' Deficit
    $ 513     $ 39,118  
(1) All common stock amounts and per share amounts in these financial statements reflect the thirty five-for-one reverse stock split of the Company, effective May 8, 2014 including retrospective adjustment of common stock amounts to reflect a par value of $0.001 per share (Note 4).
 
See accompanying notes for unaudited condensed financial statements
 
F-1

 
GO-PAGE CORPORATION
STATEMENTS OF OPERATIONS
(unaudited)

   
Three Months
   
Three Months
   
Nine Months
   
Nine Months
 
   
Ended
   
Ended
   
Ended
   
Ended
 
   
31-Mar-15
   
31-Mar-14
   
31-Mar-15
   
31-Mar-14
 
                         
REVENUES
  $ -     $ -     $ -     $ -  
                                 
OPERATING EXPENSES
                               
General and administrative expenses
    37,230       239,293       183,285       256,293  
Stock based compensation
    0       0       25,000       0  
      Total Operating Expenses
    37,230       239,293       208,285       256,293  
                                 
Exchange loss
    129       -       373       -  
  Total non-operating expenses
    129       -       373       -  
                                 
Net loss before provision for income taxes
    (37,359 )     (239,293 )     (208,658 )     (256,293 )
                                 
Provision for income taxes
    -       -       -       -  
                                 
Net loss
    (37,359 )     (239,293 )     (208,658 )     (256,293 )
                                 
Weighted average common shares outstanding -
                         
Basic and diluted (1)
    8,916,630       273,905       37,895,262       273,905  
                                 
Net loss per share – basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.00 )
(1) All common stock amounts and per share amounts in these financial statements reflect the thirty five-for-one reverse stock split of the Company, effective May 8, 2014 including retrospective adjustment of common stock amounts to reflect a par value of $0.001 per share (Note 4).
 
See accompanying notes for unaudited condensed financial statements
 
F-2

 
GO-PAGE CORPORATION
STATEMENTS OF CASH FLOWS
(unaudited)
 
   
Nine Months
   
Nine Months
 
   
Ended
   
Ended
 
   
31-Mar-15
   
31-Mar-14
 
             
Cash Flows From Operating Activities
 
 
       
Net loss
  $ (208,658 )   $ (256,293 )
Adjustments to reconcile net loss to net cash
               
used in operating activities:
               
Stock based compensation
    25,000       -  
Changes in current assets and current liabilities:
               
Accounts payable and accrued expenses
    11,018       -  
Related party loan payable
    1,889       -  
Salary payable
    (31,615 )     120,000  
Net Cash Used In Operating Activities
    (202,366 )     (136,293 )
                 
Cash Flows From Investing Activities:
               
Purchase of license agreement
    -       (100,000 )
Net Cash Use In Investing Activities
    -       (100,000 )
                 
Cash Flows From Financing Activities:
               
Proceeds from loans
    5,761       339,250  
Stock subscription received
    158,000       -  
Net Cash Provided By Financing Activities
    163,761       339,250  
                 
Increase (Decrease) in Cash
    (38,605 )     102,957  
                 
Cash at Beginning of Year
    39,118       -  
                 
Cash at End of year
  $ 513     $ 102,957  
                 
Supplemental Disclosure of Cash Flow Information:
               
                 
Cash paid for interest
  $ -     $ -  
Cash paid for income taxes
  $ -     $ -  
                 
Non-Cash Transactions
               
Shares issued for services
  $ 25,000     $ -  
Contribution
  $ 60,000     $ -  
 
See accompanying notes for unaudited condensed financial statements
 
F-3

 
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

NOTE 1 - NATURE OF OPERATIONS

Go-Page Corporation (the “Company”) was incorporated in Nevada on April 14, 2004. The Company’s plan is to commercialize an enterprise and related software applications. The Company is in the early stages of the software application and infrastructure build out, and has not as yet engaged in revenue producing activities. The Company will provide products and services to enable the travel and tourism industries to more effectively manage all travel and tourism related services. The Company’s objective was to complete development and pre-marketing activities and to actively market and support a commercial product and to earn revenues from the travel and tourism industries or other related organizations worldwide via the Internet from the Company’s website. The Darrwin software development has since been abandoned due to the obsolescence of the program. On June 9, 2014 (the “Closing Date”), Go-Page Corporation, a Nevada corporation (formerly Empirical Ventures, Inc.), closed a transaction (the “Transaction”) in the form of a license agreement, as amended (the “ License” or the “License Agreement”) with a company organized under the laws British Virgin Islands, “PSiTech Corporation” ("PSiTech"). The Company plans to utilize the License to provide unique website, online and mobile marketing services in North America. On the Closing Date and as part of the consideration for the License, the Company issued 20,000,000 restricted shares of Common Stock to PSiTech.
 
NOTE 2 – GOING CONCERN

These financial statements are presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business over a reasonable length of time. As of March 31, 2015 the Company had $513 in cash, and accumulated net losses of $920,631 since inception. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Its continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and to obtain additional financing or refinancing as may be required. The Company will attempt to locate and negotiate with a business entity for the combination of a target company. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.  Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations. The Company is not currently earning any revenues.

NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
 
These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is a development stage company.
 
The unaudited interim financial statements have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes for the year ended June 30, 2014 included in our Annual Report on Form 10-K. The results of the three month period ended March 31, 2015 are not necessarily indicative of the results to be expected for the full year ending June 30, 2015.
 
 
F-4

 
GO-PAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)
 
NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 Start-up Expenses

The Company has adopted an accounting policy which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from inception on April 14, 2004 to March 31, 2015.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Loss per Share

The Company computed basic and diluted loss per share amounts using generally accepted accounting principles  There are no potentially dilutive shares outstanding and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations.

Fair Value of Financial Instruments

Fair Value of Financial Instruments - On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("Topic 820"). Topic 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
 
 
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
 
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
 
 
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The Company’s adoption of fair value measurements and disclosures did not have a material impact on the financial statements and financial statement disclosures.

Income Taxes
The Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” The standard requires, among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

 
 
F-5

GO-PAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)
 
NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Recent Accounting Pronouncements
 
Adopted

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity.
 
The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted.
 
The Company adopted ASU 2014-10 during the years ended January 31, 2015, thereby no longer presenting or disclosing any information required by Topic 915.
 
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.
 
In August, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), which now requires management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date the financial statements are issued. If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, additional disclosures are required. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. These requirements were previously included within auditing standards and federal securities law, but are now included within U.S. GAAP. We have evaluated our disclosures regarding our ability to continue as a going concern and concluded that we are in compliance with the disclosure requirements.
 
The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements.
 
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.
 
 
F-6

 
GO-PAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)
 
NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Not Adopted
  
In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after March 15, 2013, and interim reporting periods therein. The adoption of ASU No. 2013-07 did not have material impacts on our financial statements.  

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 4 – STOCKHOLDERS’ DEFICIT

On May 8, 2014 the Company affected a 1 for 35 reverse split, a name change to Go-Page Corporation and a symbol change to "GOPG".
 
Between December 1, 2013 and January 31, 2014 the Company received subscriptions for 2,261,667 shares of common stock to 12 non-affiliate Canadian residents at a price of $0. 15 per share for cash proceeds of $339,250. The share related to the subscriptions were issued subsequent to June 30, 2014 and were issued in July of 2014
 
On June 9, 2014 the company issued 20,000,000 restricted shares to Psitech Corporation as part consideration of the transaction between PsiTech Corporation and Go-Page Corporation. On September 19, 2014 Peter Schulhof became an Officer and Director of PsiTech Corporation, making Mr. Schulhof a related Party as he is Director of Go-Page Corporation and Psitech Corporation.
 
On June 12, 2014 a total of $40,000 of accrued salaries of two Officers and Directors were converted to 40,000,000 restricted common shares of Go-Page Corporation. These shares are restricted pursuant to Rule 144.
 
On June 27, 2014 a total of 50,000 of unrelated party loans were converted to 200,000 restricted common shares common shares of Go-Page Corporation.

On June 27, 2014 a total of 15,000 of related party loans were converted to 60,000 restricted common shares common shares of Go-Page Corporation.
 
On September 11, 2014 the Company Issued 100,000 Restricted Common to former Director and Officer Derek Ward.
 
On September 12, 2014 Peter Schulhof, president of the Company released $60,000 of accrued salaries. As of September 30, 2014 it has been recorded as a contribution to the Company.
 
On October 9, 2014 the 20,000,000 shares of restricted common stock issued in lieu of accrued salary in the amount of $20,000 issued to Stewart Irvine were cancelled and returned to the company's Treasury due to improper documentation. In order for the shares to be validly issued, unanimous consent from the board of directors had to have been received in this instance unanimous consent was not received.
  
On December 17, 2014 the 20,000,000 shares of restricted common stock issued in lieu of accrued salary in the amount of $20,000 issued to Peter Schulhof were cancelled and returned to the company's Treasury due to improper documentation. In order for the shares to be validly issued, unanimous consent from the board of directors had to have been received in this instance unanimous consent was not received.
  
Between October 1, and November 30, 2014 the Corporation received subscriptions totaling 675,000 units comprising of 1 share and 1 share purchase warrant at a price of $0.20 per unit, for a total cash proceeds of $130,000.

On January 9, 2015 PsiTech Corporation Cancelled 16,000,000 of the 20,000,000 shares issued to them on June 9, 2014 due to the technology not being commercially viable.

On March 11, 2015 Peter Schulhof subscribed for 23,000,000 Common restricted common shares at a price of $0.001 with the Company having received funds totaling $23,000.
 
For the nine months ended March 31, 2015, the Company received cash of $158,000 for stock subscriptions that have yet to be issued as of March 31, 2015.

Common stockholders are entitled to 1 vote per common share held. There are no special rights or privileges afforded to common share holders.
 
 
F-7

GO-PAGE CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2015
(Unaudited)

NOTE 5– RELATED PARTY LOAN

During the period ended March 31, 2015 a related party loaned the company a total of 1,889. The loan is non-interest bearing and has no fixed terms of repayment.
 
NOTE 6– LOANS
 
On November 6, 2014 an unrelated party loaned the company a total of $5,761 to the company. The loan is non-interest bearing and has no fixed terms of repayment.
 
NOTE 7- CHANGE OF CONTROL

On September 19, 2014, Peter Schulhof became the beneficial owner of all issued and outstanding shares of PsiTech Corporation, and consequently became the beneficial owner of twenty million (20,000,000) restricted common shares of Go-Page Corporation. At date of issue Mr. Schulhof held 40,000,000 shares of restricted common stock representing 93.25% of the total issued and outstanding  shares.
 
NOTE 8- SUBSEQUENT EVENTS

On April 23, 2015 an unrelated party converted a total of $11,529 of a loan to the company at $0.20 per share, this resulted in the issuance of 57,645 Common Shares of the Company.
 
On April 22, 2015 and April 29, 2015 the company received share subscriptions for 410,000 common shares the total cash proceeds received from these subscriptions was $82,000.

On April 2, 2015 and April 13, 2015 the Company received loans from a related party totaling $7,165. The loan is non-interest bearing and has no fixed terms of  repayment.
 

FORWARD-LOOKING STATEMENTS
 
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
 
Corporate Background
 
 
Go-Page Corporation (Formerly Empirical Ventures, Inc. is a corporation formed under the laws of the State of Nevada on April 14, 2004, whose principal executive offices are located in Las Vegas Nevada. Our principal business is the further development, and, marketing and sales via the Internet of a product called Go-Page.
 
Recent Corporate Developments to March 31, 2015
 
On June 9, 2014 (the “Closing Date”), Go-Page Corporation, a Nevada corporation (formerly Empirical Ventures, Inc.), closed a transaction (the “Transaction”) in the form of a license agreement, as amended (the “ License” or the “License Agreement”) with a company organized under the laws British Virgin Islands, “PSiTech Corporation” ("PSiTech"). In accordance with the terms and conditions of the License Agreement, and prior to the Closing Date, the Company has paid the sum of $50,000 to PSiTech. On September 19, 2014 Peter Schulhof became an Officer and Director of PsiTech Corporation, making Mr. Schulhof a related party as he is Director Of Go-Page Corporation and Psitech Corporation. The License includesthe right to enter into certain agreements and use PSiTech's intellectual property. The Company did not acquire any plant and equipment, and any other business and operational assets of PSiTech as part of the License, and the Company did not hire any employees of PSiTech. PSiTech will continue as an independent company, operating in Hong Kong after the Transaction. The License relates to the development and operation of a Website, Internet and Mobile Marketing Platform in North America. The Company plans to utilize the License to provide unique website, online and mobile marketing services in North America. On the Closing Date and as part of the consideration for the License, the Company issued 20,000,000 restricted shares of Common Stock to PSiTech.
 
The shares of Common Stock issued to PSiTech had a contract stated value, in managements estimation, of $20,000, based on several factors, including, the limited trading of the Company’s Common Stock, the placement of a Securities Act of 1933 legend on the Common Stock which restricts its resale until there is a valid exemption for resale (for example, an exemption under Rule 144 of the Securities Act of 1933 would not be available, the absence of registration rights, for a minimum period of twelve months, and the self determination of the value of the License by PSiTech. Neither PSiTech nor the Company obtained an independent valuation of the License in connection with the Transaction and the value was arbitrarily determined based in part on the factors listed above.
 
Prior to the Transaction, we were a public reporting “shell company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (“Exchange Act”). Accordingly, pursuant to the requirements of Item 2.01(f) of Form 8-K, set forth below, is the information that would be required if we were filing a general form for registration of securities on Form 10 under the Exchange Act, for our common stock, which is the only class of our securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Transaction.
 
 
4

 
 
We plan to operate as a business to consumers, and business to business, to provide services to customers that enable the consumer to access, build, change, monitor and manage their website from the convenience of their mobile telephone. We will act as the administrator for the customer and will reasonably monitor any developments that occur on their Go- Page Website of each customer as part of our ongoing administration.
 
We will have a full range of services and resources to work with customers towards achieving our customers website and marketing goals. We will provide access to our services that   are intended to be tailored to each customers’ marketing and website needs. We are currently in discussions with several businesses and individuals to maximize our business potential and distribution reach.  No assurances can be provided that any agreement will be reached.
 
We believe we are  in a unique position to capitalize on the North American market and gain  a first move advantage to deliver a transparent and customer focused website and mobile marketing solution. Our primary focus will be small, middle and large businesses as well as individuals within North America. There are approximately 469.58 (according to Google) million people in North America, which makes it one of the most populous continents in the world and this represents our initial target market.
 
We plan to offer online and mobile website and marketing solutions for a monthly fee ( initially at $29.95 USD) to customers in North America. At the initial stages of our business plan all of our customers will have access to the standard Go-Page features, including, 24 hour technical support, Free mobile-optimized templates, Premium industry-specific templates, Premium customized templates, Free web address(domain name), Premium customized web address(domain name), SEO-friendly domain name suggestions, instant, easy search engine optimization(SEO), Social apps, reach your audience instantly ability, with all features having the ability to build, promote and market a customer's website either online or from the convenience of your mobile phone or tablet, free seminar programs including webinars, free software upgrades, the help desk for technical issues, and one on one Go-Page instruction. In addition, we will also offer as standard Go-page features, add maps and directions, daily deals promotion, add photos and videos instantly, Secure cloud storage, automatic data back-up, analytics and reports, mobile editing and updating, fast loading pages, E-commerce tools, easy-to-use dashboard, and click to call.
 
A material challenge to our business operations will be getting enough customers. In order to achieve this goal we will have to create incentives through advertising and other marketing venues, also, through a referral program for our customers to inform others of our services. We will encourage customers to share news about their services through email, Facebook, and Twitter, and other social media websites. If we are unable to attract customers it may have a material impact on our revenues or income or may result in our liquidity decreasing.
 
Limited Operating History; Need for Additional Capital
 
There is limited historical financial information about us upon which to base an evaluation of our performance. We are a development stage company and have not generated any revenues. We cannot guarantee we will be successful in our business operations.
 
Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and  products.
 
 
5

 
 
To become profitable and competitive, we have to establish agreements with established service providers and or businesses to enable us to offer these venues to our  customers.
 
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing stockholders.
 
We anticipate that we will need to meet our ongoing cash requirements through the generation of revenue and equity and/or debt financing.  We estimate, but can provide no assurances, that our expenditures over the next 12 months will be approximately $2,738,696 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital.
 
If we are not able to raise sufficient funds to fully implement our startup business plan for the next year as anticipated, we will scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the Securities and Exchange Commission which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness, and servicing costs as well as marketing and advertising to social media marketing websites. We will likely not expend funds on the remainder of our planned activities unless we have the required capital.
 
We anticipate that we will incur over the next twelve months the following expenses:

Type
 
Amount
   
Percent
 
Salaries
    119,030       4 %
Professional services (Agent Commissions)
    434,410       16 %
(IT development)
    85,572       3 %
Hardware and equipment
    29,200       1 %
Professional services (Public company expenses)
    80,000       3 %
(Legal and Accounting)
    35,850       1 %
Programming IT development
    47,632       2 %
Office, rent and expenses 
    7,168       0 %
Travel expenses
    40,250       1 %
Government Fees (Corporate Tax provision)
    734,503       27 %
Business Development fees
    168,092       6 %
Servers and bandwidth
    137,387       5 %
Bank fees and  interest
    163,720       6 %
Administration
    476,167       17 %
Marketing and Advertisement
    179,716       7 %
Total
    2,738,696       100 %

Our total expenditures over the next twelve months are anticipated to be approximately $2,738,696. Our cash on hand as of  March 31, 2015 is $513. We do not have sufficient cash on hand to fund our operations for the next twelve months. We also require additional financing.
 
 
6

 
RESULTS OF OPERATIONS

Working Capital

   
March 31,
2015
Unaudited
   
June 30,
2014
 
 
Current Assets
 
$
513
   
$
39,118
 
Current Liabilities
 
$
180,594
   
$
213,541
 
Working Capital Deficit
 
$
(180,081
 
$
(174,423
)
 
Cash Flows
 
   
Nine Month Period Ended
March 31,
2015
Unaudited
   
Nine Month Period Ended
March 31,
2014
Unaudited
 
Cash Flows used in Operating Activities
 
$
(202,366)
   
$
(136,293)
 
Cash Flows used in Investing Activities
 
$
-
   
$
(100,000)
 
Cash Flows provided by Financing Activities
 
$
163,761
   
$
339,250
 
Net  Increase (Decrease) in Cash During Period
 
$
(38,605)
   
$
102,957
 

As of March 31, 2015 we had cash on hand of  $513. Since our inception, we have used our common stock and promissory notes to raise money for our operations. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.

Operating Revenues

We have not generated any revenues since inception.

Operating Expenses and Net Loss

Operating expenses for the three months ended March 31, 2015 was $37,230 compared with $239,293for the three month ended March 31, 2014. The decrease in operating expenditures was a result of the Company's decrease in funding to continue with their ongoing reporting requirements.

Operating expenses for the nine months ended March 31, 2015 was $208,285compared with $256,293for the three months ended March 31, 2014. The decrease in operating expenditures was attributed to the Company's decrease in funding to continue with their ongoing reporting requirements and to continue further development of the Go-Page concept.

Net loss for the three month period ended March 31, 2015 was $37,359 compared with $239,293for the period ended March 31, 2014. The overall decrease in net loss of $201,934 was attributed to the Company's decrease in funding to continue with their ongoing reporting requirements and to continue further development of the Go-Page concept.
 
 
7

 
Liquidity and Capital Resources

As at March 31, 2015, the Company’s cash balance was $513 as at March 31, 2015, the Company had total liabilities of $180,594.
 
As at March 31, 2015, the Company had a working capital deficit of $(180,081).

Cashflow from Operating Activities

During the nine month period ended March 31, 2015, the Company used $202,366 cash for operating activities compared with $136,293 for the three month ended March 31, 2014.

Cashflow from Investing Activities

During the nine month period ended March 31, 2015, the Company paid $0 and for nine month period ended March 31, 2014, the Company paid $100,000 in investing activities.

Cashflow from Financing Activities

During the nine month period ended March 31, 2015, the Company has net cash received of $163,761 from financing activities compared, with $339,250 in financing activities for the same period in 2014.

Off-Balance Sheet Arrangements

We have no 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.
 
Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report for the nine month period ended March 31, 2015 that they have substantial doubt that we will be able to continue as a going concern without further financing. 

Future Financings

We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund any future business opportunities.

Critical Accounting Policies

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to the audited financial statements included in this Annual Report.

 
 
8

 
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 amounts reported in the financial statements and accompanying notes for the reporting period. Significant areas requiring the use of management estimates relate to the valuation of its business.

Recently Issued Accounting Pronouncements

In June 2014, the FASB issued ASU 2014 10, Development Stage Entities (Topic915): Elimination of Certain Financial Reporting Requirements. ASU 201410 eliminates the distinction o f a development stage entity and certain related disclosure requirements, including the elimination of inception to-date information on the statements of operations, cashflows and stockholders' equity. The amendments in ASU2014-10 will be effective prospectively for annual reporting periods beginning after December15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU2014-10 since the quarter ended October 31, 2013, thereby no longer presenting or disclosing any information required by Topic 915.
 
In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15 “Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU   2014-15”).
 
In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in Topic 450, Contingencies.
 
When management identifies conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern, management should consider whether its plans that are intended to mitigate those relevant conditions or events will alleviate the substantial doubt. The mitigating effect of management’s plans should be considered only to the extent that (1) it is probable that the plans will be effectively implemented and, if so, (2) it is probable that the plans will mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
 
If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, but the substantial doubt is alleviated as a result of consideration of management’s plans, the entity should disclose information that enables users of the financial statements to understand all of the following (or refer to similar information disclosed elsewhere in the footnotes):
 
a.  
Principal conditions or events that raised substantial doubt about the entity’s ability to continue as a going concern (before consideration of management’s plans)
 
b.  
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations
 
c.  
Management’s plans that alleviated substantial doubt about the entity’s ability to continue as a going concern.

 
9

 
If conditions or events raise substantial doubt about an entity’s ability to continue as a going concern, and substantial doubt is not alleviated after consideration of management’s plans, an entity should include a statement in the footnotes indicating that there is substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or available to be issued). Additionally, the entity should disclose information that enables users of the financial statements to understand all of the following:
 
a.  
Principal conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
 
b.  
Management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations.
 
c.  
Management’s plans that are intended to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
 
The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.
 
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
 
Intellectual Property

              To date, we have not been granted any patents, trademarks, franchises, concessions or labor contracts at this time, however, we have filed applications for trademarks in Canada and the United States and in the future other jurisdictions, and have no assurance of our ability to continue to use such names in association with the sale of our products and services.

                 In the future we will enter into confidentiality and proprietary rights agreements with our employees, consultants and other third parties and control access to software, documentation and other proprietary information and intend to apply for other protections in the form of patents and copyrights if applicable. Failure to provide adequate protection our proprietary rights could expose us to infringement of our rights by other parties and could offer similar services, significantly harming our competitive position and decreasing our revenues.

Government Regulation

                We currently do not require approval of any government to offer our products and services. We do not expect that there will be any governmental regulations on our business. We will voluntarily refuse to accept orders from the following countries: Afghanistan, Angola, Cuba, Democratic People's Republic of Korea [North Korea], Eritrea, Federal Republic of Yugoslavia [Serbia and Montenegro], Iran, Iraq, Liberia, Libya, Myanmar [Burma], Rwanda, Sierra Leone, Syria, and Sudan. We expect no costs or effects of compliance of federal, state and local environmental laws on our business.

Contractual Obligations
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
10

 
 
ITEM 3.                     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.                     CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms.
 
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2015, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.
 
Changes in Internal Control over Financial Reporting
 
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
 
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
 

 
11

 
PART II - OTHER INFORMATION

ITEM 1.                      LEGAL PROCEEDINGS

On December 31, 2014, PsiTech Corporation and Go-Page Corporation commenced litigation proceedings against former Go-Page Director and Officer Stewart E. Irvine and filed an Amended Complaint as Co-Plaintiffs in Clark County, Nevada District Court against Stewart E. Irvine a former Director and Officer of Go-Page Corporation (Case No:A-14-709444-C).
 
The Plaintiffs (PsiTech Corporation and Go-Page Corporation), as a result of the amended complaint have asked the Courts for eight (8) counts of relief against Irvine, which include, 1. Declaratory Relief. 2. Specific Performance. 3. Breach of Contract. 4. Breach of Implied Covenant of Good Faith and Fair Dealing. 5. Gross Mismanagement and Breach of Fiduciary Duty. 6. Constructive Fraud. 7. Fraudulent Misrepresentation. 8. Preliminary and Permanent Injunction.
 
In February of 2015 PsiTech's Litigation was over turned by the Nevada Court because of a Jurisdictional Issue. However, Go-page Corporation has been allowed by Court to continue their Litigation against Irvine and it is still ongoing.
 
Other than as Mentioned above, we know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.                  RISK FACTORS

               We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
 
ITEM 2.                     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

1.           Quarterly Issuances:
 
None

2.           Subsequent Issuances:
 
                None
 
ITEM 3.                     DEFAULTS UPON SENIOR SECURITIES
            
                 None.

ITEM 4.                      MINE SAFETY DISCLOSURE
 
                 Not Applicable.

ITEM 5.                      OTHER INFORMATION

 None.
 
 
12

 
 
Exhibit
 
Number
Description of Exhibits
3.1
Articles of Incorporation*
3.4
Bylaws*
10.1
Amended License Agreement with PsiTech Corporation **
10.2
Employment Agreement Peter Schulhof**
14.1
Code of Ethics**
31.1
Certification of Chief Executive Officer and as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
* Incorporated by reference to our Registration Statement on Form SB-2, as filed with the Securities and Exchange Commission on November 15, 2004.
.** Incorporated by reference to our Annual Report on Form 10K, as filed with the Securities and Exchange Commission on  February 21, 2014.
 
13

 
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.
 
  
  
  GO-PAGE CORPORARION
       
Date:
May 15, 2015
By:
/s/ Peter Schulhof
  
  
Name: 
Peter Schulhof
  
  
Title:
Chief Executive Officer and Director
       
Date:
May 15, 2015
By:
/s/ Anthony Jackson 
  
  
Name:
Anthony Jackson
   
Title:
Chief Financial Officer (Principal Accounting Officer) and Director
 
14