SECURITIES
AND EXCHANGE COMMISSION
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Golden
Opportunities Corporation
(Exact
Name of Small Business Issuer in its Charter)
|
Delaware
|
|
|
|
(State
of Incorporation)
|
(Primary
Standard Classification
Code)
|
(IRS
Employer ID No.)
|
Golden
Opportunities Corporation
520
S.
Snowmass Circle
Superior,
Colorado 80027
(
303)
494-5889
Address
and Telephone Number of Registrant’s Principal
Executive
Offices and Principal Place of Business)
Michael
Zahorik
520
S. Snowmass Circle
Superior,
Colorado 80027
(303)
494-5889
(Name,
Address and Telephone Number of Agent for Service)
Copies
of
communications to:
GREGG
E. JACLIN, ESQ.
ANSLOW
& JACLIN, LLP
195
Route 9 South, Suite204
Manalapan,
NJ 07726
TELEPHONE
NO.: (732) 409-1212
FACSIMILE
NO.: (732) 577-1188
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective. If any of the securities
being registered on this Form are to be offered on a delayed or continuous
basis
pursuant to Rule 415 under the Securities Act of 1933, check the following
box.
x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act of 1933, please check the following box and
list
the Securities Act registration Statement number of the earlier effective
registration statement for the same offering.
o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box.
o
CALCULATION
OF REGISTRATION FEE
|
Title of Each Class Of Securities to be Registered
|
|
Amount to be
Registered
|
|
Proposed Maximum
Aggregate
Offering Price
per share
|
|
Proposed Maximum
Aggregate
Offering Price
|
|
Amount of
Registration fee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock, par value $0.001
|
|
|
5,585,000
|
|
$
|
0.025
|
|
$
|
139,625
|
|
$
|
5.49
|
|
The
offering price has been estimated solely for the purpose of computing the amount
of the registration fee in accordance with Rule 457(o). Our common stock is
not
traded on any national exchange and in accordance with Rule 457; the offering
price was determined by the price shareholders were sold to our shareholders
in
a private placement memorandum. The price of $0.025 is a fixed price at which
the selling security holders may sell their shares until our common stock is
quoted on the OTC Bulletin Board at which time the shares may be sold at
prevailing market prices or privately negotiated prices. There can be no
assurance that a market maker will agree to file the necessary documents with
the Financial Industry Regulatory Authority, which operates the OTC Electronic
Bulletin Board, nor can there be any assurance that such an application for
quotation will be approved.
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION DATED AUGUST, 2008
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
securities act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said section 8(a),
may determine.
TABLE
OF CONTENTS
|
|
PAGE
|
|
Prospectus
Summary
|
4
|
|
Summary
Financials
|
4
|
|
Risk
Factors
|
6
|
|
Use
of Proceeds
|
7
|
|
Determination
of Offering Price
|
7
|
|
Dilution
|
7
|
|
Selling
Shareholders
|
8
|
|
Plan
of Distribution
|
9
|
|
Description
of Securities to be Registered
|
9
|
|
Interests
of Named Experts and Counsel
|
10
|
|
Organization
Within Last Five Years
|
10
|
|
Description
of Business
|
16
|
|
Description
of Property
|
16
|
|
Legal
Proceedings
|
16
|
|
Available
Information
|
16
|
|
Index
to Financial Statements
|
F-1
|
|
Management
Discussion and Analysis of Financial Condition and Financial
Results
|
17
|
|
Plan
of Operations
|
18
|
|
Executive
Compensation
|
21
|
|
Security
Ownership of Certain Beneficial Owners and Management
|
21
|
ITEM
3. Summary Information, Risk Factors and Ratio of Earnings to Fixed
Charges.
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this
prospectus. This summary does not contain all the information that
you should consider before investing in the common stock. You should
carefully read the entire prospectus, including “Risk Factors”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and
the Consolidated Financial Statements, before making an investment
decision
.
About
Our Company
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 order to locate
and
negotiate with a business entity for the combination of that target company
with
us. In November 2007, we changed our business model to use the experiences
of
our sole executive and commenced implementing our plan as a business partner
with a active companies in the 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 in Asia.
In
doing
so, we do not intend to merge with or into any third party in order to engage
in
active business. While we will not need to merge or acquire companies, we will
remain open to any sound business combination to achieve success. We intend
to
establish our initial offices in Hong Kong, (SAR) China, or Shenzhen, China—and
expand into emerging markets in Asia.
We
have
has viewed various office locations in Hong Kong, and we are in the process
of
negotiating a sub lease at 21/F., Tower 1 Admiralty Center, 18 Harcourt Road
in
Hong Kong. Admiralty Towers in central to many businesses operating in Asia.
The
offices located in Admiralty are also contingent to offices held by our
principal.
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;
|
|
|
Formulation
of contingency solutions;
|
|
|
Preparation
of corporate promotional materials.
|
Where
You Can Find Us
Our
principal executive offices are located at, 520 S. Snowmass Circle, Superior,
Colorado 80027 and our telephone number is (303) 494-5889
.
Terms
of the Offering
The
selling shareholders named in this prospectus are offering all of the shares
of
common stock offered through this prospectus. The selling stockholders are
selling shares of common stock covered by this prospectus for their own
account.
We
will
not receive any of the proceeds from the resale of these shares. The offering
price of $0.025 was determined by the price shares were sold to our shareholders
in a private placement memorandum and is a fixed price at which the selling
security holders may sell their shares until our common stock is quoted on
the
OTC Bulletin Board, at which time the shares may be sold at prevailing market
prices or privately negotiated prices. There can be no assurance that a market
maker will agree to file the necessary documents with FINRA, which operates
the
OTC Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved. We have agreed to bear the expenses
relating to the registration of the shares for the selling security
holders.
SUMMARY
FINANCIAL DATA
The
following summary financial data should be read in conjunction with
“Management’s Discussion and Analysis,” “Plan of Operation” and the Financial
Statements and Notes thereto, included elsewhere in this prospectus. The
statement of operations and balance sheet data for the years ended January
31,
2008 and 2007 are derived from our audited financial statements.
|
|
|
For
the 12
Months
ending
January
31,
2008
|
|
From
inception
(February
2, 2005)
through
April
30, 2008
|
|
|
STATEMENT
OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$
|
-
|
|
|
-
|
|
|
Total
Operating Expenses
|
|
$
|
204,937
|
|
|
253,156
|
|
|
Net
Loss
|
|
$
|
(204,937
|
)
|
|
(253,178
|
)
|
|
|
|
As
of
April
30,
2008
|
|
As
of
January
31,
2008
|
|
|
|
|
|
|
(audited)
|
|
|
BALANCE
SHEET DATA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
19,419
|
|
$
|
43,163
|
|
|
Total
Assets
|
|
|
19,419
|
|
|
43,163
|
|
|
Total
Liabilities
|
|
|
11,625
|
|
|
6,625
|
|
|
Stockholders’
Equity
|
|
|
7,794
|
|
|
36,538
|
|
5,585,000
SHARES OF
Golden
Opportunities Corporation
COMMON
STOCK
The
selling shareholders named in this prospectus are offering all of the shares
of
common stock offered through this prospectus. Our common stock is presently
not
traded on any market or securities exchange. The 5,585,000 shares of our
common
stock can be sold by selling security holders at a fixed price of $0.025
per
share until our shares are quoted on the OTC Bulletin Board and thereafter
at
prevailing market prices or privately negotiated prices. There can be no
assurance that a market maker will agree to file the necessary documents
with
The
Financial Industry Regulatory Authority (“FINRA”), which operates the OTC
Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved. We have agreed to bear the expenses
relating to the registration of the shares for the selling security
holders.
THE
COMPANY IS CONSIDERED TO BE IN UNSOUND FINANCIAL CONDITION. PERSONS SHOULD
NOT
INVEST UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENTS.
THE
PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER
THE
HEADING “RISK FACTORS” BEGINNING ON PAGE 3.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The
Date of This Prospectus Is:
August
_, 2008
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. Please note that throughout this prospectus, the words “we”,
“our” or “us” refer to the Company and not to the selling
stockholders.
WE
HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE
LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL
DEVELOPING COMPANY.
We
were
incorporated in Delaware in February 2005. We have no significant financial
resources and no revenues to date. The likelihood of our success must be
considered in light of the problems, expenses, difficulties, complications
and
delays frequently encountered by a small developing company starting a new
business enterprise and the highly competitive environment in which we will
operate. Since we have a limited operating history, we cannot assure you that
our business will be profitable or that we will ever generate sufficient
revenues to meet our expenses and support our anticipated
activities.
WE
WILL REQUIRE FINANCING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR
INABILITY TO OBTAIN SUCH FINANCING COULD PROHIBIT US FROM EXECUTING OUR BUSINESS
PLAN AND CAUSE US TO SLOW DOWN OUR EXPANSION OF
OPERATIONS.
We
will
need to raise additional funds through public or private debt or sale of equity
to achieve our current business strategy. Such financing may not be available
when needed. Even if such financing is available, it may be on terms that are
materially adverse to your interests with respect to dilution of book value,
dividend preferences, liquidation preferences, or other terms. Our capital
requirements to implement our business strategy will be significant. Moreover,
in addition to monies needed to continue operations over the next twelve months,
we anticipate requiring additional funds in order to significantly expand our
operations as set forth in our plan of operations. No assurance can be given
that such funds will be available or, if available, will be on commercially
reasonable terms satisfactory to us. There can be no assurance that we will
be
able to obtain financing if and when it is needed on terms we deem
acceptable.
If
we are
unable to obtain financing on reasonable terms, we could be forced to delay
or
scale back our plans for expansion. In addition, such inability to obtain
financing on reasonable terms could have a material adverse effect on our
business, operating results, or financial condition.
OUR
AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A
GOING
CONCERN.
Based
on
our financial history since inception, our auditor has expressed substantial
doubt as to our ability to continue as a going concern. We are a development
stage company that has never generated any revenue. If we cannot obtain
sufficient funding, we may have to delay the implementation of our business
strategy.
OUR
FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED SERVICE
OF MICHAEL ZAHORIK. WITHOUT HIS CONTINUED SERVICE, WE MAY BE FORCED TO INTERRUPT
OR EVENTUALLY CEASE OUR OPERATIONS.
We
are
presently dependent to a great extent upon the experience, abilities and
continued services of Michael Zahorik, our only officer. We currently do not
have an employment agreement with Mr. Zahorik. The loss of his services could
have a material adverse effect on our business, financial condition or results
of operation.
THE
OFFERING PRICE OF THE SHARES SHOULD NOT BE USED AS AN INDICATOR OF THE FUTURE
MARKET PRICE OF THE SECURITIES. THE OFFERING PRICE BEARS NO RELATIONSHIP TO
THE
ACTUAL VALUE OF THE COMPANY, AND MAY MAKE OUR SHARES DIFFICULT TO
SELL.
Since
our
shares are not listed or quoted on any exchange or quotation system, the
offering price of $0.025 for the shares of common stock was determined based
on
the price of our private offering. The facts considered in determining the
offering price were our financial condition and prospects, our limited operating
history and the general condition of the securities market. The offering price
bears no relationship to the book value, assets or earnings of our company
or
any other recognized criteria of value. The offering price should not be
regarded as an indicator of the future market price of the
securities.
THERE
IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER TRADE
ON A
RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT
IN OUR STOCK.
There
is
no established public trading market for our common stock. Our shares are not
and have not been listed or quoted on any exchange or quotation system. There
can be no assurance that a market maker will agree to file the necessary
documents with FINRA, which operates the OTC Electronic Bulletin Board, nor
can
there be any assurance that such an application for quotation will be approved
or that a regular trading market will develop or that if developed, will be
sustained. In the absence of a trading market, an investor may be unable to
liquidate their investment.
OUR
COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS
ON
MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
If
our
common stock becomes tradable in the secondary market, we will be subject to
the
penny stock rules adopted by the Securities and Exchange Commission that require
brokers to provide extensive disclosure to their customers prior to executing
trades in penny stocks. These disclosure requirements may cause a reduction
in
the trading activity of our common stock, which in all likelihood would make
it
difficult for our shareholders to sell their securities.
Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted
on
the NASDAQ system). Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver
a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock
held
in the customer’s account. The broker-dealer must also make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written agreement to the transaction. These
requirements may have the effect of reducing the level of trading activity,
if
any, in the secondary market for a security that becomes subject to the penny
stock rules. The additional burdens imposed upon broker-dealers by such
requirements may discourage broker-dealers from effecting transactions in our
securities, which could severely limit their market price and liquidity of
our
securities. These requirements may restrict the ability of broker-dealers to
sell our common stock and may affect your ability to resell our common
stock.
Item
4. Use of Proceeds.
USE
OF PROCEEDS
The
selling stockholders are selling shares of common stock covered by this
prospectus for their own account. We will not receive any of the proceeds from
the resale of these shares. We have agreed to bear the expenses relating to
the
registration of the shares for the selling security holders.
Item
5. Determination of Offering Price
DETERMINATION
OF OFFERING PRICE
Since
our
shares are not listed or quoted on any exchange or quotation system, the
offering price of the shares of common stock was determined based on the price
of shares sold in our private offering. The offering price was determined by
the
price shares were sold to our shareholders in our private placement which was
completed in January 2008 pursuant to an exemption under Rule 506 of Regulation
D.
The
offering price of the shares of our common stock does not necessarily bear
any
relationship to our book value, assets, past operating results, financial
condition or any other established criteria of value. The facts considered
in
determining the offering price were our financial condition and prospects,
our
limited operating history and the general condition of the securities market.
Although our common stock is not listed on a public exchange, we will be filing
to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently
with the filing of this prospectus. In order to be quoted on the Bulletin Board,
a market maker must file an application on our behalf in order to make a market
for our common stock. There can be no assurance that a market maker will agree
to file the necessary documents with FINRA, which operates the OTC Electronic
Bulletin Board, nor can there be any assurance that such an application for
quotation will be approved.
In
addition, there is no assurance that our common stock will trade at market
prices in excess of the initial public offering price as prices for the common
stock in any public market which may develop will be determined in the
marketplace and may be influenced by many factors, including the depth and
liquidity.
Item
6. Dilution.
DILUTION
The
common stock to be sold by the selling shareholders is common stock that is
currently issued. Accordingly, there will be no dilution to our existing
shareholders.
Item
7. Selling Security Holders.
SELLING
SHAREHOLDERS
The
shares being offered for resale by the selling stockholders consist of the
5,585,000 shares of our common stock held by 46 shareholders, of which 1,815,000
was sold in our Regulation D Rule 506 offering completed in January 2008, and
3,770,000 were issued for employment services.
The
following table sets forth the name of the selling stockholders, the number
of
shares of common stock beneficially owned by each of the selling stockholders
as
of August 12, 2008 and the number of shares of common stock being offered
by the selling stockholders. The shares being offered hereby are being
registered to permit public secondary trading, and the selling stockholders
may
offer all or part of the shares for resale from time to time. However, the
selling stockholders are under no obligation to sell all or any portion of
such
shares nor are the selling stockholders obligated to sell any shares immediately
upon effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.
|
Name of selling stockholder
|
|
Shares of
common
stock
owned prior
to
offering
|
|
Shares of
common
stock
to be sold
|
|
Shares of
common
stock
owned
after
offering
|
|
Percent of
common
stock
owned
after
offering
|
|
|
Falcon
Investment Holdings Ltd (1)
|
|
|
4,040,000
|
|
|
240,000
|
|
|
3,800,000
|
|
|
16.21
|
%
|
|
Elton
Fennell
|
|
|
40,000
|
|
|
40,000
|
|
|
0
|
|
|
0
|
%
|
|
Heng
Kwoo Seng
|
|
|
100,000
|
|
|
100,000
|
|
|
0
|
|
|
0
|
%
|
|
Siow
Sui Lan
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Heng
Victor Ja Wei
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Chau
Lok Yi
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Heng
Keith Kai Neng
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Chow
Mei Yi
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Yeung
Wing Yan
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Chan
Kwong Leung, Eric
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Ng
Siu Ching
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Yam
Ping
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Chau
Shing Yim, David
|
|
|
10,000
|
|
|
10,000
|
|
|
0
|
|
|
0
|
%
|
|
Chau
Sing Kee, Christopher
|
|
|
400,000
|
|
|
400,000
|
|
|
0
|
|
|
0
|
%
|
|
Chau
Chi Hang
|
|
|
300,000
|
|
|
300,000
|
|
|
0
|
|
|
0
|
%
|
|
Lam
Yick Kai
|
|
|
300,000
|
|
|
300,000
|
|
|
0
|
|
|
0
|
%
|
|
Chau
Sui Chun, Margaret
|
|
|
10,000
|
|
|
10,000
|
|
|
0
|
|
|
0
|
%
|
|
Chau
Shing Hei, Charles
|
|
|
10,000
|
|
|
10,000
|
|
|
0
|
|
|
0
|
%
|
|
Chow
Chi On
|
|
|
10,000
|
|
|
10,000
|
|
|
0
|
|
|
0
|
%
|
|
Chau
Chi Keung, Stanley
|
|
|
10,000
|
|
|
10,000
|
|
|
0
|
|
|
0
|
%
|
|
Chow
Shing Hung, Stephen
|
|
|
10,000
|
|
|
10,000
|
|
|
0
|
|
|
0
|
%
|
|
Tung
Yee Shing, Dave
|
|
|
10,000
|
|
|
10,000
|
|
|
0
|
|
|
0
|
%
|
|
Chung
Hei Lo, Carol
|
|
|
200,000
|
|
|
200,000
|
|
|
0
|
|
|
0
|
%
|
|
Su
Wan Ting
|
|
|
10,000
|
|
|
10,000
|
|
|
0
|
|
|
0
|
%
|
|
Kwong
Wai Man, Jannie
|
|
|
100,000
|
|
|
100,000
|
|
|
0
|
|
|
0
|
%
|
|
Ho
Wai Yip, Alan
|
|
|
10,000
|
|
|
10,000
|
|
|
0
|
|
|
0
|
%
|
|
Lee
Pui Leung
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Heng
Pei Neng
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Leung
Yu
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Jason
Lynn
|
|
|
180,000
|
|
|
180,000
|
|
|
0
|
|
|
0
|
%
|
|
Jeff
Schetgen
|
|
|
1,005,000
|
|
|
505,000
|
|
|
500,000
|
|
|
2.1
|
%
|
|
Kathy
Schetgen
|
|
|
1,005,000
|
|
|
505,000
|
|
|
500,000
|
|
|
2.1
|
%
|
|
Mike
Zahorik
|
|
|
4,370,000
|
|
|
170,000
|
|
|
4,200,000
|
|
|
17.91
|
%
|
|
Katherine
Zahorik
|
|
|
700,000
|
|
|
400,000
|
|
|
300,000
|
|
|
1.49
|
%
|
|
Boulderwood
LLC (2)
|
|
|
1,150,000
|
|
|
150,000
|
|
|
1,000,000
|
|
|
4.26
|
%
|
|
Starwood
Investments, Inc. (3)
|
|
|
1,150,000
|
|
|
150,000
|
|
|
1,000,000
|
|
|
4.26
|
%
|
|
Rod
Jao
|
|
|
1,000,000
|
|
|
500,000
|
|
|
500,000
|
|
|
2.14
|
%
|
|
China
Aim Enterprises Ltd (4)
|
|
|
6,000,000
|
|
|
300,000
|
|
|
5,700,000
|
|
|
24.95
|
%
|
|
David
Tung
|
|
|
700,000
|
|
|
250,000
|
|
|
450,000
|
|
|
1.91
|
%
|
|
First
US Capital Group (5)
|
|
|
55,000
|
|
|
55,000
|
|
|
0
|
|
|
0
|
%
|
|
Pamela
Zahorik
|
|
|
25,000
|
|
|
25,000
|
|
|
0
|
|
|
0
|
%
|
|
Mark
Zahorik
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Matthew
Zahorik
|
|
|
5,000
|
|
|
5,000
|
|
|
0
|
|
|
0
|
%
|
|
Danny
Wu
|
|
|
55,000
|
|
|
55,000
|
|
|
0
|
|
|
0
|
%
|
|
James
Leung
|
|
|
1,750,000
|
|
|
250,000
|
|
|
1,500,000
|
|
|
6.39
|
%
|
|
Simon
Tam
|
|
|
1,750,000
|
|
|
250,000
|
|
|
1,500,000
|
|
|
6.39
|
%
|
|
|
(1)
|
Su
Wan Ting has investment control of Falcon Investment Holdings Ltd
and
therefore has investment control over their shares of our common
stock.
|
|
|
(2)
|
Katherine
Zahorik has investment control of Boulderwood LLC and therefore has
investment control over their shares of our common
stock.
|
|
|
(3)
|
Rod
Jao has investment control of Starwood Investments, Inc. and therefore
has
investment control over their shares of our common
stock.
|
|
|
(4)
|
David
Chau has investment control of China Aim Enterprises Ltd and therefore
has
investment control over their shares of our common
stock.
|
|
|
(5)
|
Danny
Wu has investment control of First US Capital Group and therefore
has
investment control over their shares of our common
stock
|
Except
as listed below, to our knowledge, none of the selling shareholders or their
beneficial owners:
|
-
|
has
had a material relationship with us other than as a shareholder at
any
time within the past three years; or
|
|
-
|
has
ever been one of our officers or directors or an officer or director
of
our predecessors or affiliates
|
|
|
-
|
are
broker-dealers or affiliated with broker-dealers.
|
|
Item
8. Plan of Distribution.
PLAN
OF DISTRIBUTION
The
selling security holders may sell some or all of their shares at a fixed price
of $0.025 per share until our shares are quoted on the OTC Bulletin Board and
thereafter at prevailing market prices or privately negotiated prices. Prior
to
being quoted on the OTCBB, shareholders may sell their shares in private
transactions to other individuals. Although our common stock is not listed
on a
public exchange, we will be filing to obtain a listing on the Over The Counter
Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In
order
to be quoted on the Bulletin Board, a market maker must file an application
on
our behalf in order to make a market for our common stock. There can be no
assurance that a market maker will agree to file the necessary documents with
FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any
assurance that such an application for quotation will be approved. There can
be
no assurance that a market maker will agree to file the necessary documents
with
FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any
assurance that such an application for quotation will be approved. However,
sales by selling security holder may be made at the fixed price of $0.025 until
a market develops for the stock.
Once
a
market has been developed for our common stock, the shares may be sold or
distributed from time to time by the selling stockholders directly to one or
more purchasers or through brokers or dealers who act solely as agents, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or at fixed prices, which may
be
changed. The distribution of the shares may be effected in one or more of the
following methods:
|
O
|
ordinary
brokers transactions, which may include long or short
sales,
|
|
O
|
transactions
involving cross or block trades on any securities or market where
our
common stock is trading, market where our common stock is
trading,
|
|
O
|
through
direct sales to purchasers or sales effected through
agents,
|
|
O
|
through
transactions in options, swaps or other derivatives (whether exchange
listed of otherwise), or exchange listed or otherwise),
or
|
|
O
|
any
combination of the foregoing.
|
In
addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted,
of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant
to
this prospectus.
Brokers,
dealers, or agents participating in the distribution of the shares may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer
or
agent relating to the sale or distribution of the shares. We will not receive
any proceeds from the sale of the shares of the selling security holders
pursuant to this prospectus. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, and such
expenses are estimated to be approximately $20,000.
Notwithstanding
anything set forth herein, no FINRA member will charge commissions that exceed
8% of the total proceeds of the offering.
Item
9. Description of Securities to be Registered.
DESCRIPTION
OF SECURITIES TO BE REGISTERED
General
Our
authorized capital stock consists of 100,000,000 Shares of common stock, $0.001
par value per Share and 50,000,000 shares of preferred stock, par value $0.001
per share. There are no provisions in our charter or by-laws that would delay,
defer or prevent a change in our control.
Common
Stock
We
are
authorized to issue 100,000,000 shares of preferred stock, $0.001 par value
per
Share. Currently we have 23,440,000 common shares are issued and
outstanding.
The
holders of our common stock have equal ratable rights to dividends from funds
legally available if and when declared by our board of directors and are
entitled to share ratably in all of our assets available for distribution to
holders of common stock upon liquidation, dissolution or winding up of our
affairs. Our common stock does not provide the right to a preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights. Our common stock holders are entitled to one
non-cumulative vote per share on all matters on which shareholders may
vote.
All
shares of common stock now outstanding are fully paid for and non-assessable
and
all shares of common stock which are the subject of this private placement
are
fully paid and non-assessable. We refer you to our Articles of
Incorporation, Bylaws and the applicable statutes of the state of Delaware
for a
more complete description of the rights and liabilities of holders of our
securities. All material terms of our common stock have been
addressed in this section.
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they
so
choose, and, in that event, the holders of the remaining shares will not be
able
to elect any of our directors.
Preferred
Stock
We
are
authorized to issue 50,000,000 shares of preferred stock, $0.001 par value
per
share. The terms of the preferred shares are at the discretion of the
board of directors. Currently no preferred Shares are issued and
outstanding.
Dividends
We
have
not paid any cash dividends to shareholders. The declaration of any
future cash dividends is at the discretion of our board of directors and
depends upon our earnings, if any, our capital requirements and
financial position, our general economic conditions, and other pertinent
conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, in our
business operations.
Warrants
There
are
no outstanding warrants to purchase our securities.
Options
There
are
no options to purchase our securities outstanding.
Item
10. Interests of Named Experts and Counsel
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No
expert
or counsel named in this prospectus as having prepared or certified any part
of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had,
or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
The
financial statements included in this prospectus and the registration statement
have been audited by Gately & Associates, LLC to the extent and for the
periods set forth in their report appearing elsewhere herein and in the
registration statement, and are included in reliance upon such report given
upon
the authority of said firm as experts in auditing and accounting.
Item
11. Information with Respect to the Registrant.
Organization
Within Last Five Years
We
were
incorporated in February 2005 in the State of Delaware. In February 2005,
we issued 100,000 Founder Shares at par value of $0.001 to, Scott Raleigh in
consideration for services provided. In November 2005 pursuant to the terms
of a
Stock Purchase Agreement, Michael A. Zahorik purchased 100,000 of our issued
and
outstanding common stock from Scott Raleigh, our previous sole officer and
director and shareholder
Description
of Business
General
Background
The
growth of the economies in Asia has provided enormous opportunities to many
professional companies in the region. In order to gain access to the
opportunities across the emerging economies, Golden Opportunities Corporation
(the “Company”), has developed the following business plan (the
“Plan”).
We
intend
to use the experience of our sole executive to will implement our plan as a
business partner with a active companies in the marketing or financial public
relations market, i.e. assisting our clients in their IPO and other types of
fund raising activities, or any other sales or marketing of products or services
in Asia or any other company actively engaged in the professional services
market or in the sales and /or manufacture and distribution of services or
products in Asia.
We
are in
the process of negotiating a sub lease at 21/F., Tower 1 Admiralty Center,
18
Harcourt Road in Hong Kong. Admiralty Towers in central to many businesses
operating in Asia. The offices located in Admiralty are also contingent to
offices held by our principal.
We
will
not need to merge or acquire a third party in order to engage in active
business. We will establish our initial offices in the Hong Kong/Shenzhen,
China
region—and expand into emerging markets in Asia and leverage a client sourcing
network in these markets within the following markets:
|
|
Technology,
mobile and telecom companies;
|
|
|
First
tier financial institutions and brokerage
companies;
|
|
|
Regional
electrical/hydropower, chemical and petroleum
companies;
|
|
|
Regional
textile, light electronics, steel and coal manufacturing
companies;
|
|
|
Asia
based manufacturers and distributors of domestic
products;
|
|
|
Domestic
and regional transportation
companies;
|
|
|
Primary,
secondary or vocational education.
|
Building
upon a strong client base from our sole officer and director, we intend to
expand its service scope and become a recognized professional service company
in
China and these emerging markets. Apart from our investor relations business,
we
will establish service capabilities in providing financial advisory, audit
and
tax services for its clients.
In
addition to our expansion in service scope, we are also planning to expand
its
footprint in the Asia via a mergers and acquisitions strategy. We will serve
as
a platform for a co-operative structure together with professional service
companies in Hong Kong, Vietnam, Singapore, Thailand, the Philippines and
Malaysia. In addition to the aforesaid countries, we may further expand into
other countries (collectively, the “Emerging Markets”) with potential for its
business model to achieve remarkable growth and return to its shareholders.
We
will leverage our sales/marketing platform to attract Partners who desire to
be
part of a publicly traded company.
The
Company’s Services
While
we
intend to engage in financial marketing, we will consider any other related
or
unrelated sales/marketing opportunity. We intend to provide one-stop
professional financial marketing services:
|
|
1.
|
Providing
Pre-IPO and IPO services (IPO);
|
|
|
2.
|
Bridging
client’s with investors (investor
relations);
|
|
|
3.
|
Bridging
Client’s financial information and the media (media
relations);
|
|
|
4.
|
Providing
financial consulting, and investment services (financial
consulting);
|
|
|
5.
|
Providing
interim and permanent human resources personnel (human resources);
and
|
|
|
6.
|
Providing
innovative promotional consulting (innovative
consulting);
|
Propelled
by the influx of PRC enterprises into the local and international capital
market, we will serve the Greater China Region with dedicated innovation and
expansion into the Emerging Markets.
Initial
Public Offering
The
success of public offering of an enterprise is measured by the extent to which
the strengths of the enterprise is reflected and to which the enterprise stands
out in the market. We will provide professional analyses and strategic proposals
to the listing candidate regarding PR, promotion and marketing campaigns. At
the
same time, we will market our own sales/marketing platform to attract companies
who desire to be part of a publicly traded company.
The
comprehensive scope of our professional services will include:
|
|
Professional
strategic analysis and
recommendation;
|
|
|
Formulation
of overall promotion strategy;
|
|
|
Execution
of investor relations campaigns;
|
|
|
Formulation
of media promotion strategy;
|
|
|
Formulation
of contingency solutions;
|
|
|
Preparation
of corporate promotional materials.
|
Investor
relations are vital for listing and listed companies and the key to success
lies
in gaining and retaining the investors’ attention. W will use the experience of
our sole executive officer and network with local and international investors,
including fund managers, analysts and market commentators, to maximize the
Client’s financial benefit.
The
scope
of Investor Relations service includes:
|
|
Results
announcement presentation;
|
|
|
Collection
of research reports;
|
|
|
Preparation
of annual reports, quarterly reports and promotional
materials.
|
Media
is
one of the major communication channels between a listed company and its
shareholders. We will establish, through acquisition or affiliation, a
professional PR team familiar with the operations of different media in the
Emerging Markets and maintain close relation with international business and
finance media.
Depending
on the clients’ needs, strategic arrangements will be made between the client
and the media to ensure delivery of the best communication. The major activities
and projects on media relations include:
·
Media
training;
·
Media
interview arrangements;
·
Media
monitor and follow-up;
·
Media
database
We
will
provide its expertise to its clients to provide consulting and investment
services. This will be achieved by leveraging the Company’s clients overall
needs, and maintaining a structured approach to maximize the client’s return. We
will also provide personal and corporate tax strategies and
consulting.
Interim
and Permanent Human Resources Personnel
We
will
have an electronic and networked database of human resource personnel to provide
essential services to the clients. This network of personnel will be
pre-screened for qualifications and experience. These personnel will be placed
on an interim basis and then retained by the client, as necessary.
Innovative
Promotional Consulting Services
As
an
effective channel between its clients and the investors, we will assist its
clients in planning and organizing a wide range of events such and conference
and marketing campaign. We will also provide “compliance and maintenance”
consulting. This includes legal and transactional compliance with public
financial markets and product markets.
Business
Development Plan
Our
growth plan and strategy has not been formulated in vacuum. We have discussed
with qualified companies within Asia and with their existing and potential
clients and examined their needs. Two major trends have been
identified:
|
|
·
|
While
many multinationals are entering into the Asian markets, established
companies in Asia are also expanding rapidly within this
region.
|
|
|
·
|
Because
of the changes in the operating environment, companies need different
types of professional support, e.g. company secretary, audit, tax,
financial advisory, management consulting services, etc. Instead
of
searching for different service providers for each of the services,
companies would like to have a one-stop-shop for most of the professional
services they need.
|
Relying
on this research, we are planning to provide what clients need and be where
clients expand, i.e. expanding its service offerings and footprint across
Asia.
Expanding
the Services Scope and Geographic Coverage
We
intend
to become a recognized professional services provider in the rapidly growing
economies in Asia. We are committed to growing our self to be a company with
a
wider service offerings and more extensive geographic coverage. The following
table shows our anticipated position within 24 months of
implementation.
|
|
|
Services
|
|
Country
|
|
Financial
PR
|
|
Company
Secretary
|
|
Financial
Advisory
|
|
Audit
|
|
Tax
|
|
Greater
China
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Singapore
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Vietnam
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Thailand
|
|
ü
|
|
ü
|
|
ü
|
|
¡
|
|
¡
|
|
Malaysia
|
|
ü
|
|
ü
|
|
ü
|
|
¡
|
|
¡
|
|
The
Philippines
|
|
ü
|
|
ü
|
|
ü
|
|
¡
|
|
¡
|
ü
-
Services to be developed in the region with concrete plan
¡
-
Services to be developed when market conditions are favorable
Financial
PR and Company Secretary Services
We
will
implement our Plan in China initially. We intend to replicate our success into
other areas in Asia. Due to the similarity of client relationship management
model, we will also provide company secretary business, i.e. assisting its
client in compliance to the company ordinance and listing rules in respective
countries.
Our
priority will be to establish and expand these services in China, Singapore
and
Vietnam because the capital markets in these countries are very active. In
order
to expand into the economies as shown in the above table, we are in discussions
with established financial PR services providers in China, Singapore and
Vietnam, and company secretary companies in China/Hong Kong, Singapore and
Vietnam, regarding future alliances.
In
addition to the initial offices in Shenzhen, China, we are planning to further
expand its network into other first and second-tier cities in China, including,
Beijing and Shanghai. Similarly, in Vietnam, we will initially target offices
in
Hanoi and Ho Chi Minh (Saigon).
Further,
we are currently screening for future partners offering financial PR and company
secretarial services in Bangkok, Chiang Mai and Nakhon Ratchasima, Thailand;
Kuala Lumpur, George Town and Putrajaya, Malaysia, and Manila and Quezon City,
the Philippines.
Financial
Advisory Services
The
financial advisory services will include mergers and acquisitions, IPO’s, and
other types of fund raising activities. We will leverage its acquired client
base to provide these additional financial services not currently being provided
to them. The provision of these financial advisory services will provide
accretive revenues to the Company without the expense of new client
acquisition.
With
its
existing base in China and future partners in other countries, we will formulate
a dedicated team in pursuing mergers and acquisitions and fund raising
opportunities. In view of the rising trends in the capital market and foreign
investment in the region, we will assist its clients in their M&A and fund
raising in the future.
Audit
and Tax Services
The
market for audit and tax services is highly competitive in the region and we
only plan to enter into the market where its future partners have the ability
and network to be successful. We will work closely with local audit and tax
services providers in providing a one-stop-shop solution. Our sole executive
officer is currently in discussion with audit and tax services providers in
China/Hong Kong, Singapore and Vietnam.
Growth
Plan
With
the
objective to grow into a regional player in two years, as set forth below,
we
will launch and establish independent offices and alliance partner offices
to
broaden our services and to expand our regional impact of the Company.
|
Year
|
Mergers
and Acquisition
|
|
1H2008
|
|
·
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
|
|
2H2008
|
|
·
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
|
|
1H2009
|
|
·
Establish
alliance with an audit & tax professional service providers in
Singapore and Vietnam
·
Launch
a financial PR company with company secretary capability in
Thailand
|
|
2H2009
|
|
·
Launch
a financial PR company with company secretary capability in Malaysia
and
the Philippines
|
|
1H2010
|
|
·
Launch
financial advisory services in Thailand, Malaysia and
Philippines
|
|
2H2010
|
|
·
Establish
alliance with an audit & tax professional service providers in
Thailand, Malaysia and the Philippines (if market conditions
is
favorable)
|
Our
future growth is mainly fueled by expansion of our offices and partner
alliances. This is because different countries will have different legal and
business requirements making “Greenfield” establishment very costly. The
followings set forth certain characteristics of the potential affiliations
targets for the Company.
|
|
|
Targeting
small-medium enterprises;
|
|
|
|
Ownership
willing to become an integral player in a Asia-wide services
group;
|
|
|
|
Possessing
successful track records in IPO and
M&A;
|
|
|
|
Operating
in more than two cities in a
country;
|
|
|
|
Extensive
client base connection with local investment capital market
players;
|
|
|
|
High
profile, under-leveraged client
base;
|
|
|
|
Willing
to become part of a regional
network;
|
|
|
|
Willing
to take Company Shares as substantial
compensation;
|
|
|
|
Willing
to hold shares for a period of at least two
years.
|
DESCRIPTION
OF PROPERTY
Our
business office is located at 520 S. Snowmass Circle, Superior, Colorado
80027.
LEGAL
PROCEEDINGS
There
are
no legal proceedings pending or threatened against us.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There
is
presently no public market for our shares of common stock. We anticipate
applying for trading of our common stock on the Over the Counter Bulletin Board
upon the effectiveness of the registration statement of which this prospectus
forms apart. However, we can provide no assurance that our shares of common
stock will be traded on the Bulletin Board or, if traded, that a public market
will materialize.
Holders
of Our Common Stock
As
of the
date of this registration statement, we had 46 shareholders of our common
stock.
Rule
144 Shares
As
of
July, 2008 there are no shares of our common stock which are currently available
for resale to the public and in accordance with the volume and trading
limitations of Rule 144 of the Act. After January 2009, all of the shares of
our
common stock held by the 32 shareholders who purchased their shares in the
Regulation D 506 offering by us will become available for resale to the public,
and after November 2008 the 20,000,000 issued for employment services, held
by
11 shareholders will become available for resale to the public. Sales under
Rule
144 are subject availability of current public information about the
company.
Stock
Option Grants
To
date,
we have not granted any stock options.
Registration
Rights
We
have
not granted registration rights to the selling shareholders or to any other
persons.
AVAILABLE
INFORMATION
We
have
filed with the SEC a registration statement on Form S-1 under the Securities
Act
with respect to the common stock offered hereby. This prospectus, which
constitutes part of the registration statement, does not contain all of the
information set forth in the registration statement and the exhibits and
schedule thereto, certain parts of which are omitted in accordance with the
rules and regulations of the SEC. For further information regarding our common
stock and our company, please review the registration statement, including
exhibits, schedules and reports filed as a part thereof. Statements in this
prospectus as to the contents of any contract or other document filed as an
exhibit to the registration statement, set forth the material terms of such
contract or other document but are not necessarily complete, and in each
instance reference is made to the copy of such document filed as an exhibit
to
the registration statement, each such statement being qualified in all respects
by such reference.
We
are
also subject to the informational requirements of the Exchange Act which
requires us to file reports, proxy statements and other information with the
SEC. Such reports, proxy statements and other information along with the
registration statement, including the exhibits and schedules thereto, may be
inspected at public reference facilities of the SEC at 100 F Street N.E ,
Washington D.C. 20549. Copies of such material can be obtained from the Public
Reference Section of the SEC at prescribed rates. You may call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
room. Because we file documents electronically with the SEC, you may also obtain
this information by visiting the SEC’s Internet website at
http://www.sec.gov.
Golden
Opportunities Corporation
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
51147,
INC.
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
AS
OF
APRIL 30, 2008
51147,
INC.
(a
development stage company)
Financial
Statements Table of Contents
|
FINANCIAL
STATEMENTS
|
Page
#
|
|
|
|
|
Balance
Sheet
|
F-1
|
|
|
|
|
Statement
of Operations and Retained Deficit
|
F-2
|
|
|
|
|
Statement
of Stockholders Equity
|
F-3
|
|
|
|
|
Cash
Flow Statement
|
F-4
|
|
|
|
|
Notes
to the Financial Statements
|
F-5
|
51147,
Inc.
(a
development stage company)
BALANCE
SHEET
As
of April 30, 2008 and January 31, 2008
|
|
|
4/30/2008
|
|
1/31/2008
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
19,419
|
|
$
|
43,163
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
19,419
|
|
|
43,163
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
19,419
|
|
$
|
43,163
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDER'S EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
Expenses
|
|
$
|
7,125
|
|
$
|
6,625
|
|
|
Loan
- Related Party
|
|
|
4,500
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
11,625
|
|
|
6,625
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
11,625
|
|
|
6,625
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDER'S
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock - Par value $0.001; Authorized: 100,000,000 Issued and Outstanding:
23,445,000 and 23,445,000
|
|
|
23,445
|
|
|
23,445
|
|
|
Additional
Paid-In Capital
|
|
|
237,527
|
|
|
237,505
|
|
|
Accumulated
Deficit
|
|
|
(253,178
|
)
|
|
(224,412
|
)
|
|
|
|
|
|
|
|
|
|
|
Total
Stockholder's Equity
|
|
|
7,794
|
|
|
36,538
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND EQUITY
|
|
$
|
19,419
|
|
$
|
43,163
|
|
The
accompanying notes are an integral part of these financial
statements.
51147,
Inc.
(a
development stage company)
STATEMENT
OF OPERATIONS
For
the three months ending April 30, 2008 and 2007, and
from
inception (February 2, 2005) through April 30, 2008
|
|
|
3 MONTHS
|
|
3 MONTHS
|
|
|
|
|
|
|
ENDING
|
|
ENDING
|
|
FROM
|
|
|
|
|
4/30/2008
|
|
4/30/2007
|
|
INCEPTION
|
|
|
|
|
|
|
|
|
|
|
|
REVENUE
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST
OF SERVICES
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS
PROFIT OR (LOSS)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL
AND ADMINISTRATIVE EXPENSES
|
|
|
28,744
|
|
|
500
|
|
|
253,156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
NET INCOME (LOSS)
|
|
|
(28,744
|
)
|
|
(500
|
)
|
|
(253,156
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST
EXPENSE
|
|
|
22
|
|
|
-
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
|
(28,766
|
)
|
|
(500
|
)
|
|
(253,178
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED
DEFICIT, BEGINNING BALANCE
|
|
|
(224,412
|
)
|
|
(2,225
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED
DEFICIT, ENDING BALANCE
|
|
$
|
(253,178
|
)
|
$
|
(2,725
|
)
|
$
|
(253,178
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
(loss) per share
|
|
$
|
(0.00
|
)
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares
|
|
|
23,445,000
|
|
|
100,000
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
51147,
Inc.
(a
development stage company)
STATEMENT
OF STOCKHOLDERS' EQUITY
From
inception (February 2, 2005) through April 30, 2008
|
|
|
|
|
COMMON
|
|
PAID
|
|
ACCUM.
|
|
TOTAL
|
|
|
|
|
SHARES
|
|
STOCK
|
|
IN CAPITAL
|
|
DEFICIT
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Issued on acceptance of incorporation expenses February 2,
2005
|
|
|
100,000
|
|
$
|
100
|
|
$
|
-
|
|
$
|
-
|
|
$
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
|
|
|
|
|
(2,225
|
)
|
|
(2,225
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total,
January 31, 2006
|
|
|
100,000
|
|
|
100
|
|
|
-
|
|
|
(2,225
|
)
|
|
(2,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Issued on acceptance of expenses paid July 30, 2006
|
|
|
275,000
|
|
|
275
|
|
|
2,475
|
|
|
-
|
|
|
2,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Issued on acceptance of expenses paid August 15, 2006
|
|
|
1,250,000
|
|
|
1,250
|
|
|
11,250
|
|
|
-
|
|
|
12,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
|
|
|
|
|
(17,250
|
)
|
|
(17,250
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total,
January 31, 2007
|
|
|
1,625,000
|
|
$
|
1,625
|
|
$
|
13,725
|
|
$
|
(19,475
|
)
|
$
|
(4,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
Contributed
|
|
|
|
|
|
|
|
|
100
|
|
|
-
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued as compensation on November 1, 2007 at $0.001 per
share
|
|
|
20,000,000
|
|
|
20,000
|
|
|
180,000
|
|
|
-
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash on November 13, 2007 at $0.025 per share on private
placement
|
|
|
1,000,000
|
|
|
1,000
|
|
|
24,000
|
|
|
-
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash on November 23, 2007 at $0.025 per share on private
placement
|
|
|
600,000
|
|
|
600
|
|
|
14,400
|
|
|
-
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash on November 29, 2007 at $0.025 per share on private
placement
|
|
|
180,000
|
|
|
180
|
|
|
4,320
|
|
|
-
|
|
|
4,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash on January 22, 2008 at $0.025 per share on private
placement
|
|
|
40,000
|
|
|
40
|
|
|
960
|
|
|
-
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
|
|
|
|
|
(204,937
|
)
|
|
(204,937
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total,
January 31, 2008
|
|
|
23,445,000
|
|
$
|
23,445
|
|
$
|
237,505
|
|
$
|
(224,412
|
)
|
$
|
36,538
|
|
The
accompanying notes are an integral part of these financial
statements.
51147,
Inc.
(a
development stage company)
STATEMENT
OF STOCKHOLDERS' EQUITY
From
inception (February 2, 2005) through April 30, 2008
(continued)
|
|
|
|
|
COMMON
|
|
PAID
|
|
ACCUM.
|
|
TOTAL
|
|
|
|
|
SHARES
|
|
STOCK
|
|
IN CAPITAL
|
|
DEFICIT
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-Kind
Contribution
|
|
|
-
|
|
$
|
-
|
|
$
|
22
|
|
$
|
-
|
|
$
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
|
|
|
|
|
(28,766
|
)
|
|
(28,766
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total,
April 30, 2008
|
|
|
23,445,000
|
|
$
|
23,445
|
|
$
|
237,527
|
|
$
|
(253,178
|
)
|
$
|
7,794
|
|
The
accompanying notes are an integral part of these financial
statements.
51147,
Inc.
(a
development stage company)
STATEMENTS
OF CASH FLOWS
For
the three months ending April 30, 2008 and 2007, and
from
inception (February 2, 2005) through April 30, 2008
|
|
|
3 MONTHS
|
|
3 MONTHS
|
|
|
|
|
|
|
ENDING
|
|
ENDING
|
|
FROM
|
|
|
|
|
4/30/2008
|
|
4/30/2007
|
|
INCEPTION
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(28,766
|
)
|
$
|
(500
|
)
|
$
|
(253,178
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In-Kind
contribution
|
|
|
22
|
|
|
-
|
|
|
22
|
|
|
Stock
issued as compensation
|
|
|
-
|
|
|
-
|
|
|
215,350
|
|
|
Increase
(Decrease) in Accrued Expenses
|
|
|
500
|
|
|
500
|
|
|
7,125
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
adjustments to net income
|
|
|
522
|
|
|
500
|
|
|
222,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating activities
|
|
|
(28,244
|
)
|
|
-
|
|
|
(30,681
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows provided by (used in) investing activities
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan
proceeds
|
|
|
4,500
|
|
|
-
|
|
|
4,500
|
|
|
Proceeds
from capital contributions
|
|
|
-
|
|
|
|
|
|
100
|
|
|
Proceeds
from stock issuance
|
|
|
-
|
|
|
-
|
|
|
45,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows provided by (used in) financing activities
|
|
|
4,500
|
|
|
-
|
|
|
50,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
|
|
(23,744
|
)
|
|
-
|
|
|
19,419
|
|
|
Cash
- beginning balance
|
|
|
43,163
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
BALANCE - END OF PERIOD
|
|
$
|
19,419
|
|
$
|
-
|
|
$
|
19,419
|
|
The
accompanying notes are an integral part of these financial
statements.
51147,
Inc.
(a
development stage company)
NOTES
TO
FINANCIAL STATEMENTS
1.
Summary of significant accounting policies
:
Industry
:
51147,
Inc. (the Company), a Company incorporated in the state of Delaware as of
February 2, 2005 plans to locate and negotiate with a business entity for the
combination of that target company with The Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code
of
1986, as amended. 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 ("public") company whose securities are qualified
for trading in the United States secondary market.
The
Company has adopted its fiscal year end to be January 31.
Results
of Operations and Ongoing Entity
:
The
Company is considered to be an ongoing entity for accounting purposes; however,
there is substantial doubt as to the Company’s ability to continue as a going
concern. The Company's shareholders fund any shortfalls in The Company's cash
flow on a day to day basis during the time period that The Company is in the
development stage.
Liquidity
and Capital Resources
:
In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth once a business
is
located.
Cash
and Cash Equivalents
:
The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
Basis
of Accounting
:
The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
Income
Taxes
:
The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected
to
be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At this
time, The Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and liabilities.
Fair
Value of Financial Instruments
:
The
Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities
to
banks and shareholders. The carrying amount of long-term debt to banks
approximates fair value based on interest rates that are currently available
to
The Company for issuance of debt with similar terms and remaining maturities.
The carrying amounts of other financial instruments approximate their fair
value
because of short-term maturities.
Concentrations
of Credit Risk
:
Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits that
are at risk.
2.
Related
Party Transactions and Going Concern
:
The
Company's financial statements have been presented on the basis that it is
a
going concern in the development stage, which contemplates the realization
of
assets and the satisfaction of liabilities in the normal course of business.
At
this time The Company has not identified the business that it wishes to engage
in.
The
Company's shareholders fund The Company's activities while The Company takes
steps
to
locate and negotiate with a business entity for combination; however,
there
can
be no assurance these activities will be successful.
On
June
30, 2006, the Company issued 275,000 shares at $0.01 per share to its President
in acceptance of travel and administrative expenses paid on behalf of the
Company. (note 8)
On
August
15, 2006, the Company issued 1,250,000 shares at $0.01 per share to its
President in acceptance of travel and administrative expenses paid on behalf
of
the Company. (note 8)
On
November 1, 2007, the Company issued 3,000,000 shares of common stock as
compensation to an officer of the Company for a value of $30,000 or $0.01 per
share. (note 8)
On
November 1, 2007, the Company issued 700,000 shares at $0.01 per share to
related party in acceptance of third party contract services. (note
8)
On
February 20, 2008, a related party has also loaned the Company money in the
form
of loan payables totaling in $4,500.
3.
Accounts
Receivable and Customer Deposits
:
Accounts
receivable and Customer deposits do not exist at this time and therefore have
no
allowances accounted for or disclosures made.
4.
Use
of
Estimates
:
Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
5.
Revenue
and Cost Recognition
:
The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
6.
Accrued
Expenses
:
Accrued
expenses consist of accrued legal, accounting and office costs
during
this
stage of the business.
7.
Operating
Lease Agreements
:
The
Company has no agreements at this time.
8.
Stockholder's
Equity
:
Preferred
stock includes 50,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
On
February 2, 2005, common stock includes 100,000,000 shares authorized at a
par
value of $0.001, of which 100,000 have been issued for the amount of $100 in
acceptance of the incorporation expenses for the Company.
On
July
30, 2006, the Company issued 275,000 shares of common stock at $0.01 for a
value
of $2,750. The shares were issued to a related party in acceptance of expenses
paid on behalf of the Company. (note 2)
On
August
15, 2006, the Company issued 1,250,000 shares of common stock at $0.01 for
a
value of $12,500. The shares were issued to a related party in acceptance of
expenses paid on behalf of the Company. (note 2)
On
November 1, 2007, the Company issued 3,700,000 shares of common stock at $0.01
for a value of $37,000. The shares were issued to related parties for
compensation or third party contract services. (note 2)
On
November 1, 2007, the Company issued 16,300,000 shares of common stock at $0.01
for a value of $163,000. The shares were issued for compensation and third
party
contract services.
On
November 13, 2007, the Company undertook a Section 4(2) registration under
the
Securities Act of 1933 to raise $25,000 in the issuance of 1,000,000 shares
of
common stock at $0.025 per share. The Company’s management considers this
offering to be exempt under the Securities Act of 1933.
On
November 23, 2007, the Company undertook a Section 4(2) registration under
the
Securities Act of 1933 to raise $14,500 in the issuance of 600,000 shares of
common stock at $0.025 per share. The Company’s management considers this
offering to be exempt under the Securities Act of 1933.
On
November 29, 2007, the Company undertook a Section 4(2) registration under
the
Securities Act of 1933 to raise $4,500 in the issuance of 180,000 shares of
common stock at $0.025 per share. The Company’s management considers this
offering to be exempt under the Securities Act of 1933.
On
January 22, 2007, the Company undertook a Section 4(2) registration under the
Securities Act of 1933 to raise $1,000 in the issuance of 40,000 shares of
common stock at $0.025 per share. The Company’s management considers this
offering to be exempt under the Securities Act of 1933.
9.
Required
Cash Flow Disclosure for Interest and Taxes Paid
:
The
company has paid no amounts for federal income taxes and interest.
The
Company
issued 4,625,000 common shares of stock to its sole officer in
acceptance
of the expenses paid on behalf of the Company.
10.
Earnings
Per Share
:
Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for
the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
11.
INCOME
TAXES
:
The
Company has a net operating loss carry-forward of $253,178 that will expire
20
years after the years generated. The loss generated for the year 2005, 2006,
2007 and 2008 was $2,225, $17,250, $204,937, and $28,766,
respectively.
The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided
a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be used.
The
Company's management determines if a valuation allowance is necessary to reduce
any tax benefits when the available benefits are more likely than not to expire
before they can be used. The tax based net operating losses create tax benefits
in the amount of $50,636 from inception through April 30, 2008.
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 April 30, 2008 are as
follows:
|
Deferred
tax assets:
|
|
|
|
|
Federal
net operating loss
|
|
$
|
37,977
|
|
|
State
net operating loss
|
|
|
12,659
|
|
|
|
|
|
|
|
|
Total
Deferred Tax Asset
|
|
|
50,636
|
|
|
Less
valuation allowance
|
|
|
(50,636
|
)
|
|
|
|
|
0
|
|
The
reconciliation of the effective income tax rate to the federal statutory rate
is
as follows:
|
|
|
|
15.0
|
%
|
|
State
tax, net of federal benefit
|
|
|
5.0
|
%
|
|
Increase
in valuation allowance
|
|
|
(20.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
Item
2. Management's Discussion and Analysis of Financial Conditions and Results
of
Operations
Plan
of Operation
The
Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful
in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.
Results
of Operation
The
Company did not have any operating income from inception through April 30,
2008.
From inception through April 30, 2008, the registrant recognized a net loss
of
$253,178. Some general and administrative expenses during the year were accrued.
Expenses for the year were comprised of costs mainly associated with legal,
accounting, and office.
Liquidity
and Capital Resources
At
April
30, 2008, the Company had some capital resources, but will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating company.
Item
3. Controls and Procedures
(a)
Evaluation of disclosure controls and procedures.
Our
Chief
Executive Officer and Chief Financial Officer (collectively the "Certifying
Officers") maintain a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information, which is required
to
be disclosed, is accumulated and communicated to management timely. Under the
supervision and with the participation of management, the Certifying Officers
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
Exchange Act) within 90 days prior to the filing date of this report. Based
upon
that evaluation, the Certifying Officers concluded that our disclosure controls
and procedures are effective in timely alerting them to material information
relative to our company required to be disclosed in our periodic filings with
the SEC.
(b)
Changes in internal controls.
Our
Certifying Officer has indicated that there were no significant changes in
our
internal controls or other factors that could significantly affect such controls
subsequent to the date of his evaluation, and there were no such control actions
with regard to significant deficiencies and material weaknesses.
51147,
INC.
(A
DEVELOPMENT STAGE COMPANY)
FINANCIAL
STATEMENTS
AS
OF
JANUARY 31, 2008
51147,
INC.
(a
development stage company)
Financial
Statements Table of Contents
|
FINANCIAL
STATEMENTS
|
Page
#
|
|
|
|
|
Balance
Sheet
|
F-1
|
|
|
|
|
Statement
of Operations and Retained Deficit
|
F-2
|
|
|
|
|
Statement
of Stockholders Equity
|
F-3
|
|
|
|
|
Cash
Flow Statement
|
F-4
|
|
|
|
|
Notes
to the Financial Statements
|
F-5
|
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
The
Board of Directors
51147,
INC.
We
have
audited the accompanying balance sheet of 51147, INC. (a development stage
company), as of January 31, 2008, and the related statement of operations,
equity and cash flows from inception (February 2, 2005) through January 31,
2008. 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. 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 51147, Inc., as of January 31,
2008, and the results of its operations and its cash flows from inception
(February 2, 2005) through January 31, 2008 in conformity with U.S. generally
accepted accounting principles.
Gately
& Associates, LLC
Altamonte
Springs, FL
March
12,
2008
51147,
Inc.
(a
development stage company)
BALANCE
SHEET
As
of January 31, 2008 and January 31, 2007
|
|
|
1/31/2008
|
|
1/31/2007
|
|
|
ASSETS
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
43,163
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current Assets
|
|
|
43,163
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
43,163
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDER'S EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued
Expenses
|
|
$
|
6,625
|
|
$
|
4,125
|
|
|
|
|
|
|
|
|
|
|
|
Total
Current Liabilities
|
|
|
6,625
|
|
|
4,125
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
|
6,625
|
|
|
4,125
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDER'S
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock - Par value $0.001; Authorized: 100,000,000 Issued and Outstanding:
23,445,000 and 1,625,000
|
|
|
23,445
|
|
|
1,625
|
|
|
Additional
Paid-In Capital
|
|
|
237,505
|
|
|
13,725
|
|
|
Accumulated
Deficit
|
|
|
(224,412
|
)
|
|
(19,475
|
)
|
|
|
|
|
|
|
|
|
|
|
Total
Stockholder's Equity
|
|
|
36,538
|
|
|
(4,125
|
)
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND EQUITY
|
|
$
|
43,163
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these financial
statements.
51147,
Inc.
(a
development stage company)
STATEMENT
OF OPERATIONS
For
the twelve months ending January 31, 2008 and 2007, and
from
inception (February 2, 2005) through January 31, 2008
|
|
|
12 MONTHS
ENDING
1/31/2008
|
|
12 MONTHS
ENDING
1/31/2007
|
|
FROM
INCEPTION
|
|
|
|
|
|
|
|
|
|
|
|
REVENUE
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST
OF SERVICES
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS
PROFIT OR (LOSS)
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL
AND ADMINISTRATIVE EXPENSES
|
|
|
204,937
|
|
|
17,250
|
|
|
224,412
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
|
(204,937
|
)
|
|
(17,250
|
)
|
|
(224,412
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED
DEFICIT, BEGINNING BALANCE
|
|
|
(19,475
|
)
|
|
(2,225
|
)
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCUMULATED
DEFICIT, ENDING BALANCE
|
|
$
|
(224,412
|
)
|
$
|
(19,475
|
)
|
$
|
(224,412
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
(loss) per share
|
|
$
|
(0.03
|
)
|
$
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares
|
|
|
6,973,219
|
|
|
818,151
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements.
51147,
Inc.
(a
development stage company)
STATEMENT
OF STOCKHOLDERS' EQUITY
From
inception (February 2, 2005) through January 31, 2008
|
|
|
|
|
COMMON
|
|
PAID
|
|
ACCUM.
|
|
TOTAL
|
|
|
|
|
SHARES
|
|
STOCK
|
|
IN CAPITAL
|
|
DEFICIT
|
|
EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Issued on acceptance of incorporation expenses February 2,
2005
|
|
|
100,000
|
|
$
|
100
|
|
$
|
-
|
|
$
|
-
|
|
$
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
|
|
|
|
|
(2,225
|
)
|
|
(2,225
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total,
January 31, 2006
|
|
|
100,000
|
|
|
100
|
|
|
-
|
|
|
(2,225
|
)
|
|
(2,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Issued on acceptance of expenses paid July 30,
2006
|
|
|
275,000
|
|
|
275
|
|
|
2,475
|
|
|
-
|
|
|
2,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
Issued on acceptance of expenses paid August 15,
2006
|
|
|
1,250,000
|
|
|
1,250
|
|
|
11,250
|
|
|
-
|
|
|
12,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
|
|
|
|
|
(17,250
|
)
|
|
(17,250
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total,
January 31, 2007
|
|
|
1,625,000
|
|
$
|
1,625
|
|
$
|
13,725
|
|
$
|
(19,475
|
)
|
$
|
(4,125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
Contributed
|
|
|
|
|
|
|
|
|
100
|
|
|
-
|
|
|
100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued as compensation on November 1, 2007 at $0.001 per
share
|
|
|
20,000,000
|
|
|
20,000
|
|
|
180,000
|
|
|
-
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash on November 13, 2007 at $0.025 per share on private
placement
|
|
|
1,000,000
|
|
|
1,000
|
|
|
24,000
|
|
|
-
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash on November 23, 2007 at $0.025 per share on private
placement
|
|
|
600,000
|
|
|
600
|
|
|
14,400
|
|
|
-
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash on November 29, 2007 at $0.025 per share on private
placement
|
|
|
180,000
|
|
|
180
|
|
|
4,320
|
|
|
-
|
|
|
4,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued for cash on January 22, 2008 at $0.025 per share on private
placement
|
|
|
40,000
|
|
|
40
|
|
|
960
|
|
|
-
|
|
|
1,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
|
|
|
|
|
|
|
|
|
|
(204,937
|
)
|
|
(204,937
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total,
January 31, 2008
|
|
|
23,445,000
|
|
$
|
23,445
|
|
$
|
237,505
|
|
$
|
(224,412
|
)
|
$
|
36,538
|
|
The
accompanying notes are an integral part of these financial
statements.
51147,
Inc.
(a
development stage company)
STATEMENTS
OF CASH FLOWS
For
the twelve months ending January 31, 2008 and 2007, and
from
inception (February 2, 2005) through January 31, 2008
|
|
|
12 MONTHS
ENDING
1/31/2008
|
|
12 MONTHS
ENDING
1/31/2007
|
|
FROM
INCEPTION
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(204,937
|
)
|
$
|
(17,250
|
)
|
$
|
(224,412
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
issued as compensation
|
|
|
200,000
|
|
|
15,250
|
|
|
215,350
|
|
|
Increase
(Decrease) in Accrued Expenses
|
|
|
2,500
|
|
|
2,000
|
|
|
6,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
adjustments to net income
|
|
|
202,500
|
|
|
17,250
|
|
|
221,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating activities
|
|
|
(2,437
|
)
|
|
-
|
|
|
(2,437
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
None
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows provided by (used in) investing activities
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds
from capital contributions
|
|
|
100
|
|
|
|
|
|
100
|
|
|
Proceeds
from stock issuance
|
|
|
45,500
|
|
|
-
|
|
|
45,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash flows provided by (used in) financing activities
|
|
|
45,600
|
|
|
-
|
|
|
45,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
|
|
43,163
|
|
|
-
|
|
|
43,163
|
|
|
Cash
- beginning balance
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
BALANCE - END OF PERIOD
|
|
$
|
43,163
|
|
$
|
-
|
|
$
|
43,163
|
|
The
accompanying notes are an integral part of these financial
statements.
51147,
Inc.
(a
development stage company)
NOTES
TO
FINANCIAL STATEMENTS
1.
Summary
of significant accounting policies
:
Industry
:
51147,
Inc. (the Company), a Company incorporated in the state of Delaware as of
February 2, 2005 plans to locate and negotiate with a business entity for the
combination of that target company with The Company. The combination will
normally take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will wish to structure
the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code
of
1986, as amended. 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 ("public") company whose securities are qualified
for trading in the United States secondary market.
The
Company has adopted its fiscal year end to be January 31.
Results
of Operations and Ongoing Entity
:
The
Company is considered to be an ongoing entity for accounting purposes; however,
there is substantial doubt as to the Company’s ability to continue as a going
concern. The Company's shareholders fund any shortfalls in The Company's cash
flow on a day to day basis during the time period that The Company is in the
development stage.
Liquidity
and Capital Resources
:
In
addition to the stockholder funding capital shortfalls; The Company anticipates
interested investors that intend to fund the Company's growth once a business
is
located.
Cash
and Cash Equivalents
:
The
Company considers cash on hand and amounts on deposit with financial
institutions which have original maturities of three months or less to be cash
and cash equivalents.
Basis
of Accounting
:
The
Company's financial statements are prepared in accordance with U.S. generally
accepted accounting principles.
Income
Taxes
:
The
Company utilizes the asset and liability method to measure and record deferred
income tax assets and liabilities. Deferred tax assets and liabilities reflect
the future income tax effects of temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and are measured using enacted tax rates that apply to
taxable income in the years in which those temporary differences are expected
to
be recovered or settled. Deferred tax assets are reduced by a valuation
allowance when in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be realized. At this
time, The Company has set up an allowance for deferred taxes as there is no
company history to indicate the usage of deferred tax assets and liabilities.
Fair
Value of Financial Instruments
:
The
Company's financial instruments may include cash and cash equivalents,
short-term investments, accounts receivable, accounts payable and liabilities
to
banks and shareholders. The carrying amount of long-term debt to banks
approximates fair value based on interest rates that are currently available
to
The Company for issuance of debt with similar terms and remaining maturities.
The carrying amounts of other financial instruments approximate their fair
value
because of short-term maturities.
Concentrations
of Credit Risk
:
Financial
instruments which potentially expose The Company to concentrations of credit
risk consist principally of operating demand deposit accounts. The Company's
policy is to place its operating demand deposit accounts with high credit
quality financial institutions. At this time The Company has no deposits that
are at risk.
2.
Related
Party Transactions and Going Concern
:
The
Company's financial statements have been presented on the basis that it is
a
going concern in the development stage, which contemplates the realization
of
assets and the satisfaction of liabilities in the normal course of business.
At
this time The Company has not identified the business that it wishes to engage
in.
The
Company's shareholders fund The Company's activities while The Company takes
steps to locate and negotiate with a business entity for combination; however,
there can be no assurance these activities will be successful.
On
June
30, 2006, the Company issued 275,000 shares at $0.01 per share to its President
in acceptance of travel and administrative expenses paid on behalf of the
Company. (note 8)
On
August
15, 2006, the Company issued 1,250,000 shares at $0.01 per share to its
President in acceptance of travel and administrative expenses paid on behalf
of
the Company. (note 8)
On
November 1, 2007, the Company issued 3,000,000 shares of common stock as
compensation to an officer of the Company for a value of $30,000 or $0.01 per
share. (note 8)
On
November 1, 2007, the Company issued 700,000 shares at $0.01 per share to
related party in acceptance of third party contract services. (note
8)
3.
Accounts
Receivable and Customer Deposits
:
Accounts
receivable and Customer deposits do not exist at this time and therefore have
no
allowances accounted for or disclosures made.
4.
Use
of
Estimates
:
Management
uses estimates and assumptions in preparing these financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenue and
expenses. Management has no reason to make estimates at this time.
5.
Revenue
and Cost Recognition
:
The
Company uses the accrual basis of accounting in accordance with generally
accepted accounting principles for financial statement reporting.
6.
Accrued
Expenses
:
Accrued
expenses consist of accrued legal, accounting and office costs during this
stage
of the business.
7.
Operating
Lease Agreements
:
The
Company has no agreements at this time.
8.
Stockholder's
Equity
:
Preferred
stock includes 50,000,000 shares authorized at a par value of $0.001, of which
none are issued or outstanding.
On
February 2, 2005, common stock includes 100,000,000 shares authorized at a
par
value of $0.001, of which 100,000 have been issued for the amount of $100 in
acceptance of the incorporation expenses for the Company.
On
July
30, 2006, the Company issued 275,000 shares of common stock at $0.01 for a
value
of $2,750. The shares were issued to a related party in acceptance of expenses
paid on behalf of the Company. (note 2)
On
August
15, 2006, the Company issued 1,250,000 shares of common stock at $0.01 for
a
value of $12,500. The shares were issued to a related party in acceptance of
expenses paid on behalf of the Company. (note 2)
On
November 1, 2007, the Company issued 3,700,000 shares of common stock at $0.01
for a value of $37,000. The shares were issued to related parties for
compensation or third party contract services. (note 2)
On
November 1, 2007, the Company issued 16,300,000 shares of common stock at $0.01
for a value of $163,000. The shares were issued for compensation and third
party
contract services.
On
November 13, 2007, the Company undertook a Section 4(2) registration under
the
Securities Act of 1933 to raise $25,000 in the issuance of 1,000,000 shares
of
common stock at $0.025 per share. The Company’s management considers this
offering to be exempt under the Securities Act of 1933.
On
November 23, 2007, the Company undertook a Section 4(2) registration under
the
Securities Act of 1933 to raise $14,500 in the issuance of 600,000 shares of
common stock at $0.025 per share. The Company’s management considers this
offering to be exempt under the Securities Act of 1933.
On
November 29, 2007, the Company undertook a Section 4(2) registration under
the
Securities Act of 1933 to raise $4,500 in the issuance of 180,000 shares of
common stock at $0.025 per share. The Company’s management considers this
offering to be exempt under the Securities Act of 1933.
On
January 22, 2007, the Company undertook a Section 4(2) registration under the
Securities Act of 1933 to raise $1,000 in the issuance of 40,000 shares of
common stock at $0.025 per share. The Company’s management considers this
offering to be exempt under the Securities Act of 1933.
9.
Required
Cash Flow Disclosure for Interest and Taxes Paid
:
The
company has paid no amounts for federal income taxes and interest. The Company
issued 4,625,000 common shares of stock to its sole officer in acceptance of
the
expenses paid on behalf of the Company.
10.
Earnings
Per Share
:
Basic
earnings per share ("EPS") is computed by dividing earnings available to common
shareholders by the weighted-average number of common shares outstanding for
the
period as required by the Financial Accounting Standards Board (FASB) under
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Shares". Diluted EPS reflects the potential dilution of securities that could
share in the earnings.
11.
INCOME
TAXES
:
The
Company has a net operating loss carryforward of $224,412 that will expire
20
years after the years generated. The loss generated for the year 2005, 2006
and
2007 was $2,225, $17,250 and $204,937, respectively.
The
Company has available net operating loss carry-forwards for financial statement
and federal income tax purposes. These loss carry-forwards expire if not used
within 20 years from the year generated. The Company's management has decided
a
valuation allowance is necessary to reduce any tax benefits because the
available benefits are more likely than not to expire before they can be used.
The
Company's management determines if a valuation allowance is necessary to reduce
any tax benefits when the available benefits are more likely than not to expire
before they can be used. The tax based net operating losses create tax benefits
in the amount of $44,883 from inception through January 31, 2008.
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, 2008 are as
follows:
|
Deferred
tax assets:
|
|
|
|
|
Federal
net operating loss
|
|
$
|
33,662
|
|
|
State
net operating loss
|
|
|
11,221
|
|
|
|
|
|
|
|
|
Total
Deferred Tax Asset
|
|
|
44,883
|
|
|
Less
valuation allowance
|
|
|
(44,883
|
)
|
|
|
|
|
0
|
|
The
reconciliation of the effective income tax rate to the federal statutory rate
is
as follows:
|
|
|
|
15.0
|
%
|
|
State
tax, net of federal benefit
|
|
|
5.0
|
%
|
|
Increase
in valuation allowance
|
|
|
(20.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
0.0
|
%
|
Item
2. Management's Discussion and Analysis of Financial Conditions and Results
of
Operations
Plan
of Operation
The
Registrant is continuing its efforts to locate a merger Candidate for the
purpose of a merger. It is possible that the registrant will be successful
in
locating such a merger candidate and closing such merger. However, if the
registrant cannot effect a non-cash acquisition, the registrant may have to
raise funds from a private offering of its securities under Rule 506 of
Regulation D. There is no assurance the registrant would obtain any such equity
funding.
Results
of Operation
The
Company did not have any operating income from inception through January 31,
2008. For the year ended January 31, 2008, the registrant recognized a net
loss
of $204,937. Some general and administrative expenses during the year were
accrued. Expenses for the year were comprised of costs mainly associated with
legal, accounting, and office.
Liquidity
and Capital Resources
At
January 31, 2008, the Company had some capital resources, but will rely upon
the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating company.
Item
3. Controls and Procedures
(a)
Evaluation of disclosure controls and procedures.
Our
Chief
Executive Officer and Chief Financial Officer (collectively the "Certifying
Officers") maintain a system of disclosure controls and procedures that is
designed to provide reasonable assurance that information, which is required
to
be disclosed, is accumulated and communicated to management timely. Under the
supervision and with the participation of management, the Certifying Officers
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
Exchange Act) within 90 days prior to the filing date of this report. Based
upon
that evaluation, the Certifying Officers concluded that our disclosure controls
and procedures are effective in timely alerting them to material information
relative to our company required to be disclosed in our periodic filings with
the SEC.
(b)
Changes in internal controls.
Our
Certifying Officer has indicated that there were no significant changes in
our
internal controls or other factors that could significantly affect such
controls
subsequent to the date of his evaluation, and there were no such
control
actions with regard to significant deficiencies and material
weaknesses.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The
following information specifies certain forward-looking statements of management
of the Company. Forward-looking statements are statements that estimate
the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology such as, “may,” “shall,” “could,” “expect,” “estimate,”
“anticipate,” “predict,” “probable,” “possible,” “should,” “continue,” or
similar terms, variations of those terms or the negative of those terms.
The forward-looking statements specified in the following information have
been
complied by our management and considered by management to be reasonable.
Our future operating results, however, are impossible to predict and no
representation, guaranty or warranty is to be inferred from those
forward-looking statements.
The
assumptions used for purposes of the forward-looking statements specified in
the
following represent estimates of future events and are subject to uncertainty
as
to possible changes in economic, legislative, industry and other
circumstances. The identification and interpretation of data and other
information and their use in developing and selecting assumptions among
reasonable alternatives require the exercise of judgment.
To
the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and accordingly, no opinion is expressed
on the achievability of these forward-looking statements. No assurance can
be given that the assumptions relating to the forward-looking statements in
the
following information are accurate, and we assume no obligation to update any
such forward-looking statements.
Overview
Golden
Opportunities Corporation (the “Company”), was incorporated in the state of
Delaware as of February 2, 2005 as 51147, Inc., on June 10, 2008 we filed a
certificate of amendment changing our name to Golden Opportunities Corporation.
We were originally incorporated as a blank check company to locate and negotiate
with a business entity for the combination of that target company with us.
In
November 2007, we changed our business model to use the experiences of our
sole
executive and commenced implementing our plan as a business partner with a
active companies in the marketing or financial public relations market such
as,
assisting our clients in the process of going public and other types of fund
raising activities. We also work with other companies actively engaged in the
professional services market or in the sales and /or manufacture and
distribution of products or services in Asia.
In
doing
so, we do not intend to merge with or into any third party in order to engage
in
active business. While we will not need to merge or acquire companies we will
remain open to any sound business combination to achieve success. We intend
to
establish our initial offices in Hong Kong (SAR), China, or Shenzhen, China—and
expand into emerging markets in Asia.
We
are in
the process of negotiating a sub lease at 21/F., Tower 1 Admiralty Center,
18
Harcourt Road in Hong Kong. Admiralty Towers in central to many businesses
operating in Asia. The offices located in Admiralty are also contingent to
offices held by the Company principal.
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;
|
|
|
Formulation
of contingency solutions;
|
|
|
Preparation
of corporate promotional materials;
|
Michael
Zahorik is the sole officer and director, and has an operational background in
the legal, securities, financial and corporate industries. Mr. Zahorik has
been
actively consulting in Asia since 1989 and is managing director of Zahorik
Professional Group. Mr. Zahorik has extensive knowledge, contacts and a
professional network in the corporate and financial services industry within
Hong Kong, Mainland China and other emerging markets, including, Macau,
Malaysia, Philippines, Singapore, Thailand and Vietnam (collectively, but not
exclusively, the “Emerging Markets”).
The
financial statements included elsewhere in this prospectus have been prepared
in
conformity with generally accepted accounting principles in the United States,
which contemplates continuation as a going concern. However, we have not
generated any operating revenue, expect to generate operating losses during
some
or all of our planned development stages, and have a negative cash flow from
operations, which raises substantial doubt about our ability to continue as
a
going concern. In view of these matters, our ability to continue as a going
concern is dependent upon our ability to meet our financial requirements, raise
additional capital, and the success of our future operations.
Plan
of Operations
During
the next thirty six months, we expect to take the following steps in connection
with the further development of our business and the implementation of our
Plan
of Operations:
Stage
1 - Market Research, Corporate Formation and Public Listing
(present)
We
are
presently in our first stage of the Plan. This phase is estimated to be
completed in the next 3-6 months. During this time, we are establishing our
corporate existence as a publicly held corporation, including preparation and
filing of S-1 and raising founder capital, and undertaking certain market
research to identify a lack of service or consulting need in the Emerging
Markets. Travel, legal and accounting expenses have been estimated at $20,500
for this Stage. During this stage, we will leverage our sales/marketing platform
to attract partners who desire to be part of a publicly traded company. While
we
intend to engage in financial marketing, we will consider any other related
or
unrelated sales/marketing opportunity.
We
expect
to operate at a loss during Stage 1 as there will be no revenues to us. During
this stage, office space, equipment, and administrative services has been
provided by ZPG at no direct cost to us. No salaried employees have been
engaged, and only certain expenses will be paid by us or reimbursed during
Stages 1 and 2. Mr. Zahorik is our sole officer, and he will provide the
resources (principally, Company shares) to execute our plans in this stage.
Mr.
Zahorik may engage the services of others trades and professionals in
furtherance of the Plan of Operations. Our Board of Directors has authorized
shares of the Company to be issues in lieu of salaried compensation and advanced
expenses.
Stage
2 - Identification of Service Partner Affiliation (6-12
months)
Simultaneously
with the latter events of Stage 1, we have initiated discussions with numerous
potential service affiliated partners. In this Stage 2, we will formally enter
into affiliation agreements to provide our unique services to the clients of
the
affiliated partner and will prepare a consolidated and revised plan of
operations to include the affiliated partner clients and services. During this
stage, we will leverage our sales/marketing platform to attract partners who
desire to be part of a publicly traded company. While we intend to engage in
financial marketing, we will consider any other related or unrelated
sales/marketing opportunity.
During
this stage, we will incur on-going accounting and legal regulatory expenses
for
quarterly and annual governmental filings. Travel and legal, accounting and
corporate regulatory expenses have been budgeted at $24,000.
Stage
3 – Expansion of Services and Geographic Coverage (12-36
months)
Contingent
on the successful completion of Stages 1 and 2, and a proposed capital raise
to
finance Stage 3, we plan to aggressively expand our operation and business.
This
phase of development is planned to be completed in 12 to 36 months. We will
then
expand its service offerings and geographic coverage through establishment
of
new offices, partnerships, affiliations and/or acquisition of companies offering
our services within the Emerging Markets. We intend to establish our services
with management capable of executing our Plan of Operations. During this stage,
we will leverage our sales/marketing platform to attract partners who desire
to
be part of a publicly traded company. While we intend to engage in financial
marketing, we will consider any other related or unrelated sales/marketing
opportunity.
The
following table shows the Company’s anticipated position during Stage
3.
|
|
|
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
|
|
¡
|
|
¡
|
|
Philippines
|
|
ü
|
|
ü
|
|
ü
|
|
¡
|
|
¡
|
ü
-
Services to be developed in the region with concrete plan.
¡
-
Services to be developed when market conditions are favorable.
*
-
Established criteria for cities within the Emerging Markets
includes:
1.
GDP in
excess of $5 billion USD (or increasing an average of 20% or
greater);
2.
Imports and Exports increasing an average of 20% or greater;
3.
Annual
foreign investment of $500 million USD, or increasing 25% annually;
4.
Adequate transportation and manufacturing infrastructure;
5.
Governmental policy favoring and promoting growth.
Stage
3
is designed to begin leveraging the existing client’s of affiliated partners and
establishing cash flow and operating profit. In Stage 3, we will integrate
much
of the affiliated partner’s infrastructure and operating synergies in order to
expedite and reduce duplicate structure. In doing so, we will recognize revenue
and other attract modest levels of revenue and new business resulting from
the
Expansion. Stage 3, travel and legal, accounting and corporate regulatory
expenses have been budgeted at $60,000, and expenses related to expansion costs
are estimated at $58,000, for a total of $138,000.
During
Stage 3, office space, equipment, and administrative services and expenses
will
principally be provided by us from core operations. To the extent fiscally
reasonable, certain travel, legal and accounting expenses will be paid, or
reimbursed from advance. Mr. Zahorik and/or trades or professionals may be
formally engaged in furtherance of the Plan of Operations. Under this
arrangement, Mr. Zahorik may engage the services of others trades and
professionals in furtherance of the Plan of Operations and will seek our Board’s
approval to issue Company shares as partial compensation.
We
anticipate certain capital requirements related to expansion. Capital
requirements are estimated to be approximately $ 110,000 and would be allocated
as follows:
|
|
|
Stage
3 Expansion Capital Requirements
|
|
|
|
|
Computing &
Comm.
|
|
Registration
Licenses & Permits
|
|
Office
Equip.
|
|
Local
Consultancy
|
|
IP
&
Intangibles
|
|
|
China
(3)
|
|
$
|
15,000
|
|
$
|
2,500
|
|
$
|
2,500
|
|
$
|
2,500
|
|
$
|
10,500
|
|
|
Singapore
(1)
|
|
|
10,000
|
|
|
2,500
|
|
|
2,500
|
|
|
2,500
|
|
|
7,500
|
|
|
Vietnam
(1)
|
|
|
7,500
|
|
|
2,500
|
|
|
2,500
|
|
|
2,500
|
|
|
5,000
|
|
|
Thailand
(1)
|
|
|
7,500
|
|
|
1,500
|
|
|
2,500
|
|
|
1,500
|
|
|
2,500
|
|
|
Malaysia
(1)
|
|
|
7,500
|
|
|
1,500
|
|
|
2,500
|
|
|
1,500
|
|
|
2,500
|
|
|
Philippines
(1)
|
|
|
7,500
|
|
|
1,500
|
|
|
2,500
|
|
|
1,500
|
|
|
2,500
|
|
|
Total
|
|
$
|
50,000
|
|
$
|
12,000
|
|
$
|
15
,000
|
|
$
|
12,000
|
|
$
|
30,500
|
|
Results
of Operations
We
did
not have any operating income from inception through April 30, 2008. From
inception through April 30, 2008, the registrant recognized a net loss of
$253,178. Some general and administrative expenses during the year were accrued.
Expenses for the year were comprised of costs mainly associated with legal,
accounting, and office.
We
did
not have any operating income from inception (February 2, 2005) through January
31, 2008. For the year ended January 31, 2008, the registrant
recognized a net loss of $204,937. Some general and administrative
expenses from inception were accrued. Expenses from inception were comprised
of
costs mainly associated with legal, accounting and office.
Capital
Resources and Liquidity
At
April,
2008 the Company had some capital resources and will rely upon the issuance
of
common stock and additional capital contributions from shareholders to fund
administrative expenses pending acquisition of an operating
company.
We
believe we can satisfy our cash requirements for the next twelve months with
our
current cash, shareholder advances, Company shares and expected revenues.
However, completion of our Plan of Operations is subject to attaining adequate
revenue. We cannot assure investors that adequate revenues will be generated.
In
the absence of our projected revenues, we may be unable to proceed with our
Plan
of Operations. Even without adequate revenues within the next twelve months,
we
still anticipate being able to continue with our present activities, but we
may
require additional financing.
The
foregoing represents our best estimate of our cash needs based on current
planning and business conditions. 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.
Critical
Accounting Policy and Estimates
Our
Management’s Discussion and Analysis of Financial Condition and Results of
Operations section discusses our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of the financial statements requires management
to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts
of
revenues and expenses during the reporting period. Actual results may differ
from these estimates.
Revenue
Recognition
The
Company recognizes revenue when the account or client is billed by the
Company.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There
have been no changes in or disagreements with accountants on accounting or
financial disclosure matters.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our
executive officer’s and director’s and their respective ages as of August 12,
2008 are as follows:
|
NAME
|
|
AGE
|
|
POSITION
|
|
|
|
|
|
|
|
Michael
A. Zahorik
|
|
45
|
|
Chairman,
Chief Executive Officer, Principal Accounting
Officer
|
Set
forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.
Michael
A. Zahorik
Mr.
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.
EXECUTIVE
COMPENSATION
Summary
Compensation Table; Compensation of Executive Officers
The
following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officers paid by us during the period
ended January 31, 2008 in all capacities for the accounts of our executives,
including the Chief Executive Officer (CEO) and Chief Financial Officer
(CFO):
SUMMARY
COMPENSATION TABLE
|
Name
and
Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Totals
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael A. Zahorik, Chairman,
Chief Executive Officer and Chief Financial Officer
|
|
|
2008
|
|
$
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
$
|
0
|
|
|
|
|
|
2007
|
|
$
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
$
|
0
|
|
|
|
|
|
2006
|
|
$
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
$
|
0
|
|
Option
Grants Table
.
There
were no individual grants of stock options to purchase our common stock made
to
the executive officer named in the Summary Compensation Table through January
31, 2008.
Aggregated
Option Exercises and Fiscal Year-End Option Value Table
.
There
were no stock options exercised during period ending January 31, 2008 by the
executive officer named in the Summary Compensation Table.
Long-Term
Incentive Plan (“LTIP”) Awards Table
.
There
were no awards made to a named executive officer in the last completed fiscal
year under any LTIP
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 officers or
directors.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to us
to
own more than 5% of our outstanding shares of common stock as of August 12,
2008
and by the officers and directors, individually and as a group. Except as
otherwise indicated, all shares are owned directly.
|
Title
of Class
|
|
Name
and Address
of
Beneficial Owner
|
|
Amount
and Nature
of
Beneficial Owner
|
|
Percent
of Class (1)
|
|
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
|
Michael
A. Zahorik
520
S. Snowmass Circle
Superior,
CO 80027
|
|
|
4,370,000
|
|
|
18.6
|
%
|
|
Common
Stock
|
|
|
China
Aim Enterprises Ltd
520
S. Snowmass Circle
Superior,
CO 80027
|
|
|
6,000,000
|
|
|
25.15
|
%
|
|
Common
Stock
|
|
|
Falcon
Investment Holdings Ltd
|
|
|
4,040,000
|
|
|
17.09
|
%
|
|
Common
Stock
|
|
|
All
executive officers and directors as a group
|
|
|
4,370,000
|
|
|
18.6
|
%
|
(1) Based
upon 23,440,000 shares outstanding as of August 12, 2008.
TRANSACTIONS
WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL
PERSONS
Item
12A. Disclosure of Commission Position on Indemnification of Securities Act
Liabilities.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION OF SECURITIES ACT
LIABILITIES
Our
director and officer is indemnified as provided by the Delaware Statutes and
our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act
of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We
have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless
in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by
the
court’s decision.
Golden
Opportunities Corporation
5,585,000
SHARES OF COMMON STOCK
PROSPECTUS
YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE
REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND
IS
NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR
SALE
IS NOT PERMITTED.
Until
_____________, all dealers that effect transactions in these securities whether
or not participating in this offering may be required to deliver a prospectus.
This is in addition to the dealer’s obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
The
Date of This Prospectus Is:
August,
2008
PART
II – INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
13. Other Expenses Of Issuance And Distribution.
|
Securities
and Exchange Commission registration fee
|
|
$
|
5.49
|
|
|
Federal
Taxes
|
|
$
|
0
|
|
|
State
Taxes and Fees
|
|
$
|
0
|
|
|
Transfer
Agent Fees
|
|
$
|
0
|
|
|
Accounting
fees and expenses
|
|
$
|
5,00
|
|
|
Legal
fees and expense
|
|
$
|
15,000
|
|
|
Blue
Sky fees and expenses
|
|
$
|
0
|
|
|
Miscellaneous
|
|
$
|
0
|
|
|
Total
|
|
$
|
20,005.39
|
|
All
amounts are estimates other than the Commission’s registration fee. We are
paying all expenses of the offering listed above. No portion of these expenses
will be borne by the selling shareholders. The selling shareholders, however,
will pay any other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.
Item
14. Indemnification Of Directors And Officers.
Our
director and officer is indemnified as provided by the Delaware Statutes and
our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act
of
1933. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
We
have
been advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act is against
public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless
in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by
the
court’s decision.
Item
15. Recent Sales Of Unregistered Securities.
We
were
incorporated in the State of Delaware in February 2005 and 100,000 founder
shares were issued to Scott Raleigh for services rendered. These shares were
issued in reliance on the exemption under Section 4(2) of the Securities Act
of
1933, as amended (the “Act”). These shares of our common stock qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance
shares by us did not involve a public offering. The offering was not a “public
offering” as defined in Section 4(2) due to the insubstantial number of persons
involved in the deal, size of the offering, manner of the offering and number
of
shares offered. We did not undertake an offering in which we sold a high number
of shares to a high number of investors. In addition, the shareholder had the
necessary investment intent as required by Section 4(2) since she agreed to
and
received share certificates bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
ensures that these shares would not be immediately redistributed into the market
and therefore not be part of a “public offering.” Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for this transaction.
In
November 2007, the Company issued 20,000,000 shares of Common Stock to the
individuals listed below for employment services and third party contract
services. The shares were issued pursuant to an exemption from
registration contained in Section 4(2) of the Act. These shares of
our Common Stock qualified for exemption under Section 4(2) of the Securities
Act of 1933 since the issuance shares by us did not involve a public offering.
The offering was not a “public offering” as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering,
manner of the offering and number of shares offered. We did not undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition, the investors had the necessary investment intent as required
by
Section 4(2) since he agreed to and received share certificates bearing a legend
stating that such shares are restricted pursuant to Rule 144 of the 1933
Securities Act. This restriction ensures that these shares would not be
immediately redistributed into the market and therefore not be part of a “public
offering.” Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities
Act
of 1933 for this transaction.
|
Mike
Zahorik
|
|
|
3,000,000
|
|
|
Jeff
Schetgen C
|
|
|
1,000,000
|
|
|
Kathy
Schetgen J
|
|
|
1,000,000
|
|
|
Kathie
Zahorik
|
|
|
700,000
|
|
|
Boulderwood
LLC
|
|
|
1,150,000
|
|
|
Falcon
Investment Holdings Ltd
|
|
|
4,000,000
|
|
|
Starwood
Investments, Inc.
|
|
|
1,150,000
|
|
|
Rod
Jao
|
|
|
1,000,000
|
|
|
China
Aim Enterprises Ltd
|
|
|
6,000,000
|
|
|
David
Chau
|
|
|
300,000
|
|
|
David
Tung
|
|
|
700,000
|
|
In
January 2008, we completed a Regulation D Rule 506 offering in which we sold
1,815,000 shares of common stock to 32 investors, at a price per share of $0.025
per share for an aggregate offering price of $45,375. The following sets forth
the identity of the class of persons to whom we sold these shares and the amount
of shares for each shareholder:
|
Name of selling
stockholder
|
|
Shares of
common stock
owned prior
to offering
|
|
|
Falcon
Investments Holdings Ltd
|
|
|
40,000
|
|
|
Elton
Fennell
|
|
|
40,000
|
|
|
Heng
Kwoo Seng
|
|
|
100,000
|
|
|
Siow
Sui Lan
|
|
|
5,000
|
|
|
Heng
Victor Ja Wei
|
|
|
5,000
|
|
|
Chau
Lok Yi
|
|
|
5,000
|
|
|
Heng
Keith Kai Neng
|
|
|
5,000
|
|
|
Chow
Mei Yi
|
|
|
5,000
|
|
|
Yeung
Wing Yan
|
|
|
5,000
|
|
|
Chan
Kwong Leung, Eric
|
|
|
5,000
|
|
|
Ng
Siu Ching
|
|
|
5,000
|
|
|
Yam
Ping
|
|
|
5,000
|
|
|
Chau
Shing Yim, David
|
|
|
10,000
|
|
|
Chau
Sing Kee, Christopher
|
|
|
400,000
|
|
|
Chau
Chi Hang
|
|
|
300,000
|
|
|
Lam
Yick Kai
|
|
|
300,000
|
|
|
Chau
Sui Chun, Margaret
|
|
|
10,000
|
|
|
Chau
Shing Hei, Charles
|
|
|
10,000
|
|
|
Chow
Chi On
|
|
|
10,000
|
|
|
Chau
Chi Keung, Stanley
|
|
|
10,000
|
|
|
Chow
Shing Hung, Stephen
|
|
|
10,000
|
|
|
Tung
Yee Shing, Dave
|
|
|
10,000
|
|
|
Chung
Hei Lo, Carol
|
|
|
200,000
|
|
|
Su
Wan Ting
|
|
|
10,000
|
|
|
Kwong
Wai Man, Jannie
|
|
|
100,000
|
|
|
Ho
Wai Yip, Alan
|
|
|
10,000
|
|
|
Lee
Pui Leung
|
|
|
5,000
|
|
|
Heng
Pei Neng
|
|
|
5,000
|
|
|
Leung
Yu
|
|
|
5,000
|
|
|
Jason
Lynn
|
|
|
180,000
|
|
|
Jeff
Schetgen
|
|
|
5,000
|
|
|
Kathy
Schetgen
|
|
|
5,000
|
|
The
Common Stock issued in our Regulation D, Rule 506 Offering was issued in a
transaction not involving a public offering in reliance upon an exemption from
registration provided by Rule 506 of Regulation D of the Securities Act of
1933.
In accordance with Section 230.506 (b)(1) of the Securities Act of 1933, these
shares qualified for exemption under the Rule 506 exemption for this offerings
since it met the following requirements set forth in Reg. §230.506:
|
(A)
|
No
general solicitation or advertising was conducted by us in connection
with
the offering of any of the Shares.
|
|
|
|
|
(B)
|
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2)
an
“investment company” within the meaning of the federal securities
laws.
|
|
(C)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities,
nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with
the
purchase or sale of any security.
|
|
|
|
|
(D)
|
The
offers and sales of securities by us pursuant to the offerings were
not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
|
|
|
|
(E)
|
None
of the investors are affiliated with any of our directors, officers
or
promoters or any beneficial owner of 10% or more of our
securities.
|
Please
note that pursuant to Rule 506, all shares purchased in the Regulation D Rule
506 offering completed in January 2008 were restricted in accordance with Rule
144 of the Securities Act of 1933. In addition, each of these shareholders
were
either accredited as defined in Rule 501 (a) of Regulation D promulgated under
the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of
Regulation D promulgated under the Securities Act.
We
have
never utilized an underwriter for an offering of our securities. Other than
the
securities mentioned above, we have not issued or sold any
securities.
Item
16. Exhibits and Financial Statement Schedules.
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
3.1
|
|
Certificate
of Amendment to
Articles
of Incorporation
|
|
3.2
|
|
By-Laws
|
|
5.1
|
|
Opinion
of Anslow & Jaclin, LLP
|
|
23.1
|
|
Consent
of Gately & Associates, LLC .
|
|
23.2
|
|
Consent
of Counsel, as in Exhibit 5.1
|
Item
17. Undertakings.
(A) The
undersigned Registrant hereby undertakes:
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement
to:
|
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
|
|
|
(ii)
|
Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase
or
decrease in volume of securities offered (if the total dollar value
of
securities offered would not exceed that which was registered) any
deviation from the low or high end of the estimated maximum offering
range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
|
|
|
(iii)
|
Include
any material information with respect to the plan of distribution
not
previously disclosed in the registration statement or any material
change
to such information in the registration statement.
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be a
new
registration statement relating to the securities offered therein,
and the
offering therein, and the offering of such securities at that time
shall
be deemed to be the initial bona fide offering thereof.
|
|
|
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any
of the
securities being registered which remain unsold at the termination
of the
offering.
|
(B)
The
issuer is subject to Rule 430C (ss. 230. 430C of this chapter): Each prospectus
filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter) as part of a
registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance
on
Rule 430A (ss. 230. 430A of this chapter), shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made
in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as
to a
purchaser with a time of contract of sale prior to such first use, supersede
or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and authorized this registration statement
to be signed on its behalf by the undersigned, in Superior, Colorado on August
29, 2008.
Golden
Opportunities Corporation
|
By:
|
/
s/Michael
A. Zahorik
|
|
|
|
Michael
A. Zahorik
|
|
|
Chairman
of the Board of Directors, Chief Executive Officer,
Chief
Financial Officer, Controller, Principal Accounting
Officer
|
BY-LAWS
ARTICLE
I
The
Corporation
Section
1
.
Name
.
The
legal name of this corporation (hereinafter called the “Corporation”) is 51147,
Inc.
Section
2
.
Offices
.
The
Corporation shall have its principal office in the State of Delaware. The
Corporation may also have offices at such other places within and without the
United States as the Board of Directors may from time to time appoint or the
business of the Corporation may require.
Section
3
.
Seal
.
The
corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization and the words "Corporate Seal, Delaware." One or more
duplicate dies for impressing such seal may be kept and used.
ARTICLE
II
Meetings
of Shareholders
Section
1
.
Place
of Meetings
.
All
meetings of the shareholders shall be held at the principal office of the
Corporation in the State of Delaware or at such other place, within or without
the State of Delaware, as is fixed in the notice of the meeting.
Section
2
.
Annual
Meeting
.
An
annual meeting of the shareholders of the Corporation for the election of
directors and the transaction of such other business as may properly come before
the meeting shall be held on the 1st day of February in each year if not a
legal
holiday, and if a legal holiday, then on the next secular day. If for any reason
any annual meeting shall not be held at the time herein specified, the same
may
be held at any time thereafter upon notice, as herein provided, or the business
thereof may be transacted at any special meeting called for the
purpose.
Section
3
.
Special
Meetings
.
Special
meetings of shareholders may be called by the President whenever he deems it
necessary or advisable. A special meeting of the shareholders shall be called
by
the President whenever so directed in writing by a majority of the entire Board
of Directors or whenever the holders of one-third (1/3) of the number of shares
of the capital stock of the Corporation entitled to vote at such meeting shall,
in writing, request the same.
Section
4
.
Notice
of Meetings
.
Notice
of the time and place of the annual and of each special meeting of the
shareholders shall be given to each of the shareholders entitled to vote at
such
meeting by mailing the same in a postage prepaid wrapper addressed to each
such
shareholders at his address as it appears on the books of the Corporation,
or by
delivering the same personally to any such shareholder in lieu of such mailing,
at least ten (10) and not more than fifty (50) days prior to each meeting.
Meetings may be held without notice if all of the shareholders entitled to
vote
thereat are present in person or by proxy, or if notice thereof is waived by
all
such shareholders not present in person or by proxy, before or after the
meeting. Notice by mail shall be deemed to be given when deposited, with postage
thereon prepaid, in the United States mail. If a meeting is adjourned to another
time, not more than thirty (30) days hence, or to another place, and if an
announcement of the adjourned time or place is made at the meeting, it shall
not
be necessary to give notice of the adjourned meeting unless the Board of
Directors, after adjournment fix a new record date for the adjourned meeting.
Notice of the annual and each special meeting of the shareholders shall indicate
that it is being issued by or at the direction of the person or persons calling
the meeting, and shall state the name and capacity of each such person. Notice
of each special meeting shall also state the purpose or purposes for which
it
has been called. Neither the business to be transacted at nor the purpose of
the
annual or any special meeting of the shareholders need be specified in any
written waiver of notice.
Section
5
.
Record
Date for Shareholders
.
For the
purpose of determining the shareholders entitled to notice of or to vote at
any
meeting of shareholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividend or other distribution
or the allotment of any rights, or entitled to exercise any rights in respect
of
any change, conversion, or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not be more than fifty (50) days nor less than ten (10) days before the
date of such meeting, nor more than fifty (50) days prior to any other action.
If no record date is fixed, the record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which notice is given,
or, if no notice is given, the day on which the meeting is held; the record
date
for determining shareholders entitled to express consent to corporate action
in
writing without a meeting, when no prior action by the Board of Directors is
necessary, shall be the day on which the first written consent is expressed;
and
the record date for determining shareholders for any other purpose shall be
at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of shareholders of record entitled
to notice of or to vote at any meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors
may
fix a new record date for the adjourned meeting.
Section
6
.
Proxy
Representation
.
Every
shareholder may authorize another person or persons to act for him by proxy
in
all matters in which a shareholder is entitled to participate, whether by
waiving notice of any meeting, voting or participating at a meeting, or
expressing consent or dissent without a meeting. Every proxy must be signed
by
the shareholder or by his attorney-in-fact. No proxy shall be voted or acted
upon after eleven (11) months from its date unless such proxy provides for
a
longer period. Every proxy shall be revocable at the pleasure of the shareholder
executing it, except as otherwise provided in Section 608 of the Delaware
Business Corporation Law.
Section
7
.
Voting
at Shareholders' Meetings
.
Each
share of stock shall entitle the holder thereof to one vote. In the election
of
directors, a plurality of the votes cast shall elect. Any other action shall
be
authorized by a majority of the votes cast except where the Delaware York
Business Corporation Law prescribes a different percentage of votes or a
different exercise of voting power. In the election of directors, and for any
other action, voting need not be by ballot.
Section
8
.
Quorum
and Adjournment
.
Except
for a special election of directors pursuant to the Delaware Business
Corporation Law, the presence, in person or by proxy, of the holders of a
majority of the shares of the stock of the Corporation outstanding and entitled
to vote thereat shall be requisite and shall constitute a quorum at any meeting
of the shareholders. When a quorum is once present to organize a meeting, it
shall not be broken by the subsequent withdrawal of any shareholders. If at
any
meeting of the shareholders there shall be less than a quorum so present, the
shareholders present in person or by proxy and entitled to vote thereat, may
adjourn the meeting from time to time until a quorum shall be present, but
no
business shall be transacted at any such adjourned meeting except such as might
have been lawfully transacted had the meeting not adjourned.
Section
9
.
List
of Shareholders
.
The
officer who has charge of the stock ledger of the Corporation shall prepare,
make and certify, at least ten (10) days before every meeting of shareholders,
a
complete list of the shareholders, as of the record date fixed for such meeting,
arranged in alphabetical order, and showing the address of each shareholder
and
the number of shares registered in the name of each shareholder. Such list
shall
be open to the examination of any shareholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten (10)
days
prior to the meeting, either at a place within the city or other municipality
or
community where the meeting is to be held. The list shall also be produced
and
kept at the time and place of the meeting during the whole time thereof, and
may
be inspected by any shareholder who is present. If the right to vote at any
meeting is challenged, the inspectors of election, if any, or the person
presiding thereat, shall require such list of shareholders to be produced as
evidence of the right of the persons challenged to vote at such meeting, and
all
persons who appear from such list to be shareholders entitled to vote thereat
may vote at such meeting.
Section
10
.
Inspectors
of Election
.
The
Board of Directors, in advance of any meeting, may, but need not, appoint one
or
more inspectors of election to act at the meeting or any adjournment thereof.
If
an inspector or inspectors are not appointed, the person presiding at the
meeting may, and at the request of any shareholder entitled to vote thereat
shall, appoint one or more inspectors. In case any person who may be appointed
as an inspector fails to appear or act, the vacancy may be filled by appointment
made by the Board of Directors in advance of the meeting or at the meeting
by
the person presiding thereat. Each inspector, if any, before entering upon
the
discharge of his duties, shall take and sign an oath faithfully to execute
the
duties of the inspector at such meeting with strict impartiality and according
to the best of his ability. The inspectors, if any, shall determine the number
of shares of stock outstanding and the voting power of each, the shares of
stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine
all
challenges and questions arising in connection with the right to vote, count
and
tabulate all votes, ballots or consents, determine the result, and do such
acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting or any shareholder entitled
to
vote thereat, the inspector or inspectors, if any, shall make a report in
writing of any challenge, question or matter determined by him or them and
execute a certificate of any fact found by him or them. Any report or
certificate made by the inspector or inspectors shall be prima facie evidence
of
the facts stated and of the vote as certified by them.
Section
11
.
Action
of the Shareholders Without Meetings
.
Any
action which may be taken at any annual or special meeting of the shareholders
may be taken without a meeting on written consent, setting forth the action
so
taken, signed by the holders of all outstanding shares entitled to vote thereon.
Written consent thus given by the holders of all outstanding shares entitled
to
vote shall have the same effect as a unanimous vote of the
shareholders.
ARTICLE
III
Directors
Section
1
.
Number
of Directors
.
The
number of directors which shall constitute the entire Board of Directors shall
be at least one (1). Subject to the foregoing limitation, such number may be
fixed from time to time by action of a majority of the entire Board of Directors
or of the shareholders at an annual or special meeting, or, if the number of
directors is not so fixed, the number shall be one (1) or shall be equal to
the
number of shareholders, but not less than one (1). No decrease in the number
of
directors shall shorten the term of any incumbent director.
Section
2
.
Election
and Term
.
The
initial Board of Directors shall be elected by the incorporator and each initial
director so elected shall hold office until the first annual meeting of
shareholders and until his successor has been elected and qualified. Thereafter,
each director who is elected at an annual meeting of shareholders, and each
director who is elected in the interim to fill a vacancy or a newly created
directorship, shall hold office until the next annual meeting of shareholders
and until his successor has been elected and qualified.
Section
3
.
Filling
Vacancies, Resignation and Removal
.
Any
director may tender his resignation at any time. Any director or the entire
Board of Directors may be removed, with or without cause, by vote of the
shareholders. In the interim between annual meetings of shareholders or special
meetings of shareholders called for the election of directors or for the removal
of one or more directors and for the filling of any vacancy in that connection,
newly created directorships and any vacancies in the Board of Directors,
including unfilled vacancies resulting from the resignation or removal of
directors for cause or without cause, may be filled by the vote of a majority
of
the remaining directors then in office, although less than a quorum, or by
the
sole remaining director.
Section
4
.
Qualifications
and Powers
.
Each
director shall be at least eighteen (18) years of age. A director need not
be a
shareholder, a citizen of the United States or a resident of the State of
Delaware. The business of the Corporation shall be managed by the Board of
Directors, subject to the provisions of the Certificate of Incorporation. In
addition to the powers and authorities by these By-Laws expressly conferred
upon
it, the Board may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or done
exclusively by the shareholders.
Section
5
.
Regular
and Special Meetings of the Board
.
The
Board of Directors may hold its meetings, whether regular or special, either
within or without the State of Delaware. The newly elected Board may meet at
such place and time as shall be fixed by the vote of the shareholders at the
annual meeting, for the purpose of organization or otherwise, and no notice
of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a majority of the entire Board shall be
present; or they may meet at such place and time as shall be fixed by the
consent in writing of all directors. Regular meetings of the Board may be held
with or without notice at such time and place as shall from time to time be
determined by resolution of the Board. Whenever the time or place of regular
meetings of the Board shall have been determined by resolution of the Board,
no
regular meetings shall be held pursuant to any resolution of the Board altering
or modifying its previous resolution relating to the time or place of the
holding of regular meetings, without first giving at least three (3) days
written notice to each director, either personally or by telegram, or at least
five (5) days written notice to each director by mail, of the substance and
effect of such new resolution relating to the time and place at which regular
meetings of the Board may thereafter be held without notice. Special meetings
of
the Board shall be held whenever called by the President, Vice-President, the
Secretary or any director in writing. Notice of each special meeting of the
Board shall be delivered personally to each director or sent by telegraph to
his
residence or usual place of business at least three (3) days before the meeting,
or mailed to him to his residence or usual place of business at least five
(5)
days before the meeting. Meetings of the Board, whether regular or special,
may
be held at any time and place, and for any purpose, without notice, when all
the
directors are present or when all directors not present shall, in writing,
waive
notice of and consent to the holding of such meeting, which waiver and consent
may be given after the holding of such meeting. All or any of the directors
may
waive notice of any meeting and the presence of a director at any meeting of
the
Board shall be deemed a waiver of notice thereof by him. A notice, or waiver
of
notice, need not specify the purpose or purposes of any regular or special
meeting of the Board.
Section
6
.
Quorum
and Action
.
A
majority of the entire Board of Directors shall constitute a quorum except
that
when the entire Board consists of one director, then one director shall
constitute a quorum, and except that when a vacancy or vacancies prevents such
majority, a majority of the directors in office shall constitute a quorum,
provided that such majority shall constitute at least one-third (1/3) of the
entire Board. A majority of the directors present, whether or not they
constitute a quorum, may adjourn a meeting to another time and place. Except
as
herein otherwise provided, and except as otherwise provided by the Delaware
Business Corporation Law, the vote of the majority of the directors present
at a
meeting at which a quorum is present shall be the act of the Board.
Section
7
.
Telephonic
Meetings
.
Any
member or members of the Board of Directors, or of any committee designated
by
the Board, may participate in a meeting of the Board, or any such committee,
as
the case may be, by means of conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time, and participation in a meeting by such means shall constitute
presence in person at such meeting.
Section
8
.
Action
Without a Meeting
.
Any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
Section
9
.
Compensation
of Directors
.
By
resolution of the Board of Directors, the directors may be paid their expenses,
if any, for attendance at each regular or special meeting of the Board or of
any
committee designated by the Board and may be paid a fixed sum for attendance
at
such meeting, or a stated salary as director, or both. Nothing herein contained
shall be construed to preclude any director from serving the Corporation in
any
other capacity and receiving compensation therefor; provided, however, that
directors who are also salaried officers shall not receive fees or salaries
as
directors.
ARTICLE
IV
Committees
Section
1
.
In
General
.
The
Board of Directors may, by resolution or resolutions passed by the affirmative
vote therefore of a majority of the entire Board, designate an Executive
Committee and such other committees as the Board may from time to time
determine, each to consist of one (1) or more directors, and each of which,
to
the extent provided in the resolution or in the Certificate of Incorporation
or
in the By-Laws, shall have all the powers of the Board, except that no such
Committee shall have power to fill vacancies in the Board, or to change the
membership of or to fill vacancies in any committee, or to make, amend, repeal
or adopt By-Laws of the Corporation, or to submit to the shareholders any action
that needs shareholder approval under these By-Laws or the Delaware Business
Corporation Law, or to fix the compensation of the directors for serving on
the
Board or any committee thereof, or to amend or repeal any resolution of the
Board which by its terms shall not be so amendable or repealable. Each committee
shall serve at the pleasure of the Board. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent
or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he
or
they constitute a quorum, may unanimously appoint another member of the Board
of
Directors to act at the meeting in the place of any such absent or disqualified
member.
Section
2
.
Executive
Committee
.
Except
as otherwise limited by the Board of Directors or by these By-Laws, the
Executive Committee, if so designated by the Board of Directors, shall have
and
may exercise, when the Board is not in session, all the powers of the Board
of
Directors in the management of the business and affairs of the Corporation,
and
shall have power to authorize the seal of the Corporation to be affixed to
all
papers which may require it. The Board shall have the power at any time to
change the membership of the Executive Committee, to fill vacancies in it,
or to
dissolve it. The Executive Committee may make rules for the conduct of its
business and may appoint such assistance as it shall from time to time deem
necessary. A majority of the members of the Executive Committee, if more than
a
single member, shall constitute a quorum.
ARTICLE
V
Officers
Section
1
.
Designation,
Term and Vacancies
.
The
officers of the Corporation shall be a President, one or more Vice-Presidents,
a
Secretary, a Treasurer, and such other officers as the Board of Directors may
from time to time deem necessary. Such officers may have and perform the powers
and duties usually pertaining to their respective offices, the powers and duties
respectively prescribed by law and by these By-Laws, and such additional powers
and duties as may from time to time be prescribed by the Board. The same person
may hold any two or more offices, except that the offices of President and
Secretary may not be held by the same person unless all the issued and
outstanding stock of the Corporation is owned by one person, in which instance
such person may hold all or any combination of offices.
The
initial officers of the Corporation shall be appointed by the initial Board
of
Directors, each to hold office until the meeting of the Board of Directors
following the first annual meeting of shareholders and until his successor
has
been appointed and qualified. Thereafter, the officers of the Corporation shall
be appointed by the Board as soon as practicable after the election of the
Board
at the annual meeting of shareholders, and each officer so appointed shall
hold
office until the first meeting of the Board of Directors following the next
annual meeting of shareholders and until his successor has been appointed and
qualified. Any officer may be removed at any time, with or without cause, by
the
affirmative note therefor of a majority of the entire Board of Directors. All
other agents and employees of the Corporation shall hold office during the
pleasure of the Board of Directors. Vacancies occurring among the officers
of
the Corporation shall be filled by the Board of Directors. The salaries of
all
officers of the Corporation shall be fixed by the Board of
Directors.
Section
2
.
President
.
The
President shall preside at all meetings of the shareholders and at all meetings
of the Board of Directors at which he may be present. Subject to the direction
of the Board of Directors, he shall be the chief executive officer of the
Corporation, and shall have general charge of the entire business of the
Corporation. He may sign certificates of stock and sign and seal bonds,
debentures, contracts or other obligations authorized by the Board, and may,
without previous authority of the Board, make such contracts as the ordinary
conduct of the Corporation's business requires. He shall have the usual powers
and duties vested in the President of a corporation. He shall have power to
select and appoint all necessary officers and employees of the Corporation,
except those selected by the Board of Directors, and to remove all such officers
and employees except those selected by the Board of Directors, and make new
appointments to fill vacancies. He may delegate any of his powers to a
Vice-President of the Corporation.
Section
3
.
Vice-President
.
A
Vice-President shall have such of the President's powers and duties as the
President may from time to time delegate to him, and shall have such other
powers and perform such other duties as may be assigned to him by the Board
of
Directors. During the absence or incapacity of the President, the
Vice-President, or, if there be more than one, the Vice-President having the
greatest seniority in office, shall perform the duties of the President, and
when so acting shall have all the powers and be subject to all the
responsibilities of the office of President.
Section
4
.
Treasurer
.
The
Treasurer shall have custody of such funds and securities of the Corporation
as
may come to his hands or be committed to his care by the Board of Directors.
Whenever necessary or proper, he shall endorse on behalf of the Corporation,
for
collection, checks, notes, or other obligations, and shall deposit the same
to
the credit of the Corporation in such bank or banks or depositaries, approved
by
the Board of Directors as the Board of Directors or President may designate.
He
may sign receipts or vouchers for payments made to the Corporation, and the
Board of Directors may require that such receipts or vouchers shall also be
signed by some other officer to be designated by them. Whenever required by
the
Board of Directors, he shall render a statement of his cash accounts and such
other statements respecting the affairs of the Corporation as may be required.
He shall keep proper and accurate books of account. He shall perform all acts
incident to the office of Treasurer, subject to the control of the
Board.
Section
5
.
Secretary
.
The
Secretary shall have custody of the seal of the Corporation and when required
by
the Board of Directors, or when any instrument shall have been signed by the
President duly authorized to sign the same, or when necessary to attest any
proceedings of the shareholders or directors, shall affix it to any instrument
requiring the same and shall attest the same with his signature, provided that
the seal may be affixed by the President or Vice-President or other officer
of
the Corporation to any document executed by either of them respectively on
behalf of the Corporation which does not require the attestation of the
Secretary. He shall attend to the giving and serving of notices of meetings.
He
shall have charge of such books and papers as properly belong to his office
or
as may be committed to his care by the Board of Directors. He shall perform
such
other duties as appertain to his office or as may be required by the Board
of
Directors.
Section
6
.
Delegation
.
In case
of the absence of any officer of the Corporation, or for any other reason that
the Board of Directors may deem sufficient, the Board may temporarily delegate
the powers or duties, or any of them, of such officer to any other officer
or to
any director.
ARTICLE
VI
Stock
Section
1
.
Certificates
Representing Shares
.
All
certificates representing shares of the capital stock of the Corporation shall
be in such form not inconsistent with the Certificate of Incorporation, these
By-Laws or the laws of the State of Delaware of the Business Corporation Law.
Such shares shall be approved by the Board of Directors, and shall be signed
by
the President or a Vice-President and by the Secretary or the Treasurer and
shall bear the seal of the Corporation and shall not be valid unless so signed
and sealed. Certificates countersigned by a duly appointed transfer agent and/or
registered by a duly appointed registrar shall be deemed to be so signed and
sealed whether the signatures be manual or facsimile signatures and whether
the
seal be a facsimile seal or any other form of seal. All certificates shall
be
consecutively numbered and the name of the person owning the shares represented
thereby, his residence, with the number of such shares and the date of issue,
shall be entered on the Corporation's books. All certificates surrendered shall
be cancelled and no new certificates issued until the former certificates for
the same number of shares shall have been surrendered and cancelled, except
as
provided for herein.
In
case
any officer or officers who shall have signed or whose facsimile signature
or
signatures shall have been affixed to any such certificate or certificates,
shall cease to be such officer or officers of the Corporation before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation,
and
may be issued and delivered as though the person or persons who signed such
certificates, or whose facsimile signature or signatures shall have been affixed
thereto, had not ceased to be such officer or officers of the
Corporation.
Any
restriction on the transfer or registration of transfer of any shares of stock
of any class or series shall be noted conspicuously on the certificate
representing such shares.
Section
2
.
Fractional
Share Interests
.
The
Corporation, may, but shall not be required to, issue certificates for fractions
of a share. If the Corporation does not issue fractions of a share, it shall:
(1) arrange for the disposition of fractional interests by those entitled
thereto; (2) pay in cash the fair value of fractions of a share as of the time
when those entitled to receive such fractions are determined; or (3) issue
scrip
or warrants in registered or bearer form which shall entitle the holder to
receive a certificate for a full share upon the surrender of such scrip or
warrants aggregating a full share. A certificate for a fractional share shall,
but scrip or warrants shall not unless otherwise provided therein, entitle
the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any distribution of the assets of the Corporation in the event
of
liquidation. The Board of Directors may cause scrip or warrants to be issued
subject to the conditions that they shall become void if not exchanged for
certificates representing full shares before a specified date, or subject to
the
condition that the shares for which scrip or warrants are exchangeable may
be
sold by the Corporation and the proceeds thereof distributed to the holders
of
scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.
Section
3
.
Addresses
of Shareholders
.
Every
shareholder shall furnish the Corporation with an address to which notices
of
meetings and other notices may be served upon or mailed to him, and in default
thereof notices may be addressed to him at his last known post office
address.
Section
4
.
Stolen,
Lost or Destroyed Certificates
.
The
Board of Directors may in its sole discretion direct that a new certificate
or
certificates of stock be issued in place of any certificate or certificates
of
stock theretofore issued by the Corporation, alleged to have been stolen, lost
or destroyed, and the Board of Directors when authorizing the issuance of such
new certificate or certificates, may, in its discretion, and as a condition
precedent thereto, require the owner of such stolen, lost or destroyed
certificate or certificates or his legal representatives to give to the
Corporation and to such registrar or registrars and/or transfer agent or
transfer agents as may be authorized or required to countersign such new
certificate or certificates, a bond in such sum as the Corporation may direct
not exceeding double the value of the stock represented by the certificate
alleged to have been stolen, lost or destroyed, as indemnity against any claim
that may be made against them or any of them for or in respect of the shares
of
stock represented by the certificate alleged to have been stolen, lost or
destroyed.
Section
5
.
Transfers
of Shares
.
Upon
compliance with all provisions restricting the transferability of shares, if
any, transfers of stock shall be made only upon the books of the Corporation
by
the holder in person or by his attorney thereunto authorized by power of
attorney duly filed with the Secretary of the Corporation or with a transfer
agent or registrar, if any, upon the surrender and cancellation of the
certificate or certificates for such shares properly endorsed and the payment
of
all taxes due thereon. The Board of Directors may appoint one or more suitable
banks and/or trust companies as transfer agents and/or registrars of transfers,
for facilitating transfers of any class or series of stock of the Corporation
by
the holders thereof under such regulations as the Board of Directors may from
time to time prescribe. Upon such appointment being made all certificates of
stock of such class or series thereafter issued shall be countersigned by one
of
such transfer agents and/or one of such registrars of transfers, and shall
not
be valid unless so countersigned.
ARTICLE
VII
Dividends
and Finance
Section
1
.
Dividends
.
The
Board of Directors shall have power to fix and determine and to vary, from
time
to time, the amount of the working capital of the Corporation before declaring
any dividends among its shareholders, and to direct and determine the use and
disposition of any net profits or surplus, and to determine the date or dates
for the declaration and payment of dividends and to determine the amount of
any
dividend, and the amount of any reserves necessary in their judgment before
declaring any dividends among its shareholder, and to determine the amount
of
the net profits of the Corporation from time to time available for
dividends.
Section
2
.
Fiscal
Year
.
The
fiscal year of the Corporation shall end on the last day of December in each
year and shall begin on the next succeeding day, or shall be for such other
period as the Board of Directors may from time to time designate with the
consent of the Department of Taxation and Finance, where
applicable.
ARTICLE
VIII
Miscellaneous
Provisions
Section
1
.
Stock
of Other Corporations
.
The
Board of Directors shall have the right to authorize any director, officer
or
other person on behalf of the Corporation to attend, act and vote at meetings
of
the shareholders of any corporation in which the Corporation shall hold stock,
and to exercise thereat any and all rights and powers incident to the ownership
of such stock, and to execute waivers of notice of such meetings and calls
therefor; and authority may be given to exercise the same either on one or
more
designated occasions, or generally on all occasions until revoked by the Board.
In the event that the Board shall fail to give such authority, such authority
may be exercised by the President in person or by proxy appointed by him on
behalf of the Corporation.
Any
stocks or securities owned by this Corporation may, if so determined by the
Board of Directors, be registered either in the name of this Corporation or
in
the name of any nominee or nominees appointed for that purpose by the Board
of
Directors.
Section
2
.
Books
and Records
.
Subject
to the Delaware Business Corporation Law, the Corporation may keep its books
and
accounts outside the State of Delaware.
Section
3
.
Notices
.
Whenever any notice is required by these By-Laws to be given, personal notice
is
not meant unless expressly so stated, and any notice so required shall be deemed
to be sufficient if given by depositing the same in a post office box in a
sealed postpaid wrapper, addressed to the person entitled thereto at his last
known post office address, and such notice shall be deemed to have been given
on
the day of such mailing.
Whenever
any notice whatsoever is required to be given under the provisions of any law,
or under the provisions of the Certificate of Incorporation or these By-Laws
a
waiver in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
Section
4
.
Amendments
.
Except
as otherwise provided herein, these By-Laws may be altered, amended or repealed
and By-Laws may be made at any annual meeting of the shareholders or at any
special meeting thereof if notice of the proposed alteration, amendment or
repeal, or By-Law or By-Laws to be made be contained in the notice of such
special meeting, by the holders of a majority of the shares of stock of the
Corporation outstanding and entitled to vote thereat; or by a majority of the
Board of Directors at any regular meeting of the Board of Directors, or at
any
special meeting of the Board of Directors, if notice of the proposed alteration,
amendment or repeal, or By-Law or By-Laws to be made, be contained in the notice
of such special meeting.
