Umatrin Holding 10Q/A 2016 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended April 30, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to____________

Commission file number: 333-153261

UMATRIN HOLDING LIMITED

(Exact name of registrant as specified in its charter)

DELAWARE		87-0814235
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

315 Madison Ave 3^rd Floor PMB #3050 New York City, NY 10017

(Address of Principal Executive Offices) (Zip Code)

866.874.4888

(Registrant’s Telephone Number including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

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

The number of shares outstanding of the Registrant’s common stock as of October 9, 2015 was 58,319,100 shares of common stock.

Explanatory Note

Umatrin Holding Limited is filling this amendment on Form 10-Q/A (“Form 10-Q/A”) to amend its Quarterly Report on Form 10-Q for the quarter ended April 40, 2015 originally filed with the SEC on June 8, 2015 (the “Original Filing”), to restate its unaudited financial statements and related footnote disclosures for the three month period ended April 30, 2015.

Restatement. On September 15, 2013, $164,994 of shareholder advances payable to the Company’s sole officer/principal owner were re-structured into two notes in equal amounts of $82,497, convertible into the Company’s common stock at rates if $0.005 and $0.01 per share respectively. They are convertible on demand of the holder, bear no interest, have a maturity date of September 15, 2023. The Company discounted the non-interest bearing note at 3.24% interest rate, in accordance with Applicable Federal Rate. Based on the intrinsic value of the conversion feature, the Company determined that there was a beneficial feature associated with two notes payable. As a result of the beneficial conversion feature exceeding the proceeds received from the promissory notes, management discounted the notes 100% as a debt discount and will amortize this discount over the 10-year lives of the notes on the interest rate method. The two notes in equal amounts of $82,497 were converted by the new controlling shareholder on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.001 per share.

The purpose of this Form 10-Q/A is to recognize the remaining unamortized discount of $917 on the date of conversion.

See “Note 3 – Restatement of Previously Issued Financial Statements” of this Form 10-Q/A for more information regarding the impact of the above described adjustments.

Items Amended in Form 10-Q/A. This Form 10-Q/A sets forth the Original Filing, in its entirety, as modified and superseded as necessary to reflect the statement. The following items in the Original Filing have been amended as a result of, and to reflect the restatement:

	A.	Part I, Item 1. Financial Statements

	B.	Part I, Item 2. Management’s Discussion on Financial Condition and Results of Operations

PART I – FINANCIAL INFORMATION

UMATRIN HOLDING LIMITED

FKA

GOLDEN OPPORTUNITIES CORPORATION

BALANCE SHEETS

	April 30, 2015			January 31, 2015
	(Restated)
ASSETS
CURRENT ASSETS
Cash	$	2,166		$	16
Total Current Assets		2,166			16

TOTAL ASSETS	$	2,166			16

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,800		$	3,312
Shareholder loans		-			21,967
Total Current Liabilities		1,800			25,279

Convertible note payable, related party, net of debt discounts		-			6,530
TOTAL LIABILITIES		1,800			31,809

STOCKHOLDERS' DEFICIT

Preferred stock: par value $0.00001*; 10,000,000 shares authorized; none issued.
Common stock: par value $0.00001*; 500,000,000 shares authorized; 58,319,100 and 33,570,000 shares issued and outstanding, respectively		583			336
Additional paid-In capital		2,043,431			1,988,790
Accumulated deficit		(2,043,648	)		(2,020,919	)
Total Stockholders' Deficit		366			(31,793	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,166		$	16

* Retroactively adjusted par value for amendment to Articles of Incorporation, dated February 20, 2015

See accompanying notes to the unaudited financial statements

UMATRIN HOLDING LIMITED

FKA

GOLDEN OPPORTUNITIES CORPORATION

STATEMENTS OF OPERATIONS

(unaudited)

	Three months Ended
	April 30, 2015			April 30, 2014
	(Restated)

REVENUE	$	-		$	-

OPERATING EXPENSES:
Professional Fees		3,760			2,712
General and Administrative		17,184			15,347

TOTAL OPERATING EXPENSES		20,944			18,059

LOSS FROM OPERATIONS		(20,944	)		(18,059	)

OTHER INCOME (EXPENSES)

Imputed Interest Expense		(868	)		(1,404	)
Interest Expense-Beneficial Conversion		(917	)		(1,100	)
TOTAL OTHER INCOME (EXPENSES), NET		(1,785	)		(2,504	)

LOSS BEFORE INCOME TAXES		(22,729	)		(20,563	)

INCOME TAXES		-			-

NET LOSS	$	(22,729	)	$	(20,563	)

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

Weighted Average Common Shares Outstanding:		35,314,812			33,750,000

See accompanying notes to the unaudited financial statements

UMATRIN HOLDING LIMITED

FKA

GOLDEN OPPORTUNITIES CORPORATION

STATEMENTS OF STOCKHOLDERS' DEFICIT

April 30, 2015

(Unaudited)

					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount*		Capital		Deficit			Deficit

Balance, January 31, 2013		33,570,000		336		1,693,165		(1,845,695	)		(152,194	)

Interest as in-kind contribution						4,207					4,207
Stock options expense						62,892					62,892
Beneficial conversion						164,994					164,994
Net Loss								(88,848	)		(88,848	)

Balance, January 31, 2014		33,570,000	$	336	$	1,925,258	$	(1,936,126	)	$	(10,532	)

Interest as in-kind contribution						590					590
Stock options expense						62,942					62,942
Net Loss								(84,793	)		(84,793	)

Balance, January 31, 2015		33,570,000	$	336	$	1,988,790	$	(2,020,919	)	$	(31,793	)

Issuance of stock for promissory notes		24,719,100		247		7,200					7,447

Interest as in-kind contribution					868					868
Stock options expense					15,865					15,865
Shareholder advances contributed as paid-in capital					30,708					30,708
Beneficial conversion
Net Loss							(22,729	)		(22,729	)

Balance, April 30, 2015	58,319,100	$	583	$	2,043,431	$	(2,043,648	)	$	366

* Retroactively adjusted par value for amendment to Articles of Incorporation, dated February 20, 2015

See accompanying notes to the unaudited financial statements

UMATRIN HOLDING LIMITED

FKA

GOLDEN OPPORTUNITIES CORPORATION
STATEMENTS OF CASH FLOWS

(unaudited)

	Three months Ended			Three months Ended
	April 30, 2015			April 30, 2014
	(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(22,729	)	$	(20,563	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest expense		868			1,404
Interest expense-beneficial conversion feature		917			1,100
Stock options issued for compensation		15,865			15,347

Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(1,512	)		(665	)
Shareholder advances		8,741			3,300
Convertible notes payable-Related party

Net cash provided by operating activities		2,150			(77	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash flows provided by (used in) investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - stockholder		-			-
Proceeds from sale of common shares		-			-
Net cash flows provided by financing activities		-			-

NET CHANGE IN CASH		2,150			(77	)

CASH BALANCE AT BEGINNING OF PERIOD		16			91

CASH BALANCE AT END OF PERIOD	$	2,166		$	14

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

NON-CASH DISCLOSURE:
Shareholder advances contributed as paid-in capital	$	30,708		$	-
Conversion of Convertible Note to Common Stock	$	7,447		$	-

See accompanying notes to the unaudited financial statements

UMATRIN HOLDING LIMITED

FKA

GOLDEN OPPORTUNITIES CORPORATION

NOTES TO FINANCIAL STATEMENTS

April 30, 2015

(Unaudited)

NOTE 1 – ORGANIZATION

Umatrin Holding Limited Golden Opportunities Corporation (the “Company) was incorporated in the state of Delaware on February 2, 2005. The Company was originally incorporated in order to locate and negotiate with a targeted business entity for the combination of that target company with the Company.

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

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

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, these condensed financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended January and notes thereto.

The results of operations for the three month period ended April 30, 2015 are not necessarily indicative of the results for the full fiscal year ending January 31, 2016.

Use of estimates

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

Fiscal year end

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

Cash equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents were $2,166 and $16 at April 30, 2015 and January 31, 2015, respectively.

Cash flows reporting

The Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by ASC 230 to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period.

Commitments and contingencies

The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies at April 30, 2015 and January 31, 2015.

Fair value of financial instruments

The Company’s balance sheet includes financial instruments, including cash, accounts payable, accrued expenses, amounts due to related party and convertible notes payable to a related party. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.

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

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

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

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

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments consist of accrued expenses and shareholder loans.

Deferred Income taxes and valuation allowance

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

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

There were no recognized deferred tax assets or liabilities at April 30, 2015 or January 31, 2015.

Earnings (Loss) per share

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

The following table shows the number of potentially outstanding dilutive shares excluded from the diluted net loss per share calculation for the period from February 2, 2005 through April 30, 2015 as they were anti-dilutive.

	Number of potentially outstanding dilutive shares
	through April 30, 2015
Stock options issued on July 30, 2011 to the officer of the Company with an exercise price of $0.10 per share expiring (8) years from the date of issuance		8,000,000
Convertible notes payable (2 of equal face value), to the officer of the Company with a conversion prices of $.01 and $.005, with maturity date of September 15, 2023		24,749,100
Total potentially outstanding dilutive shares		32,749,100

Related parties

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

Share-based expense

ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values at the date of grant.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instruments issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

The fair value of share options or similar instrument awards is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. The Company will use historical data to estimate employee termination behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a thinly traded public entity.

	·	Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

	·	Expected dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option.

	·	Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

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

Share-based expense for the periods ended January 31, 2015 and 2014 were both $0.

Risks and Uncertainties

The Company’s operations are subject to significant risks and uncertainties including financial, operational and regulatory risks, including the potential risk of business failure.

NOTE 3 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Overview.

In conjunction with the preparation of the quarterly financial statements for the period July 30, 2015, the Company noted that there were unamortized interest on the Convertible Note and this matters is material to previously issued unaudited financial statements for the three month periods ended April 30, 2015. As a result, these statements have been presented on a restated and amended basis in this Form 10-Q/A.

Background of Restatement. On September 15, 2013, $164,994 of shareholder advances payable to the Company’s sole officer/principal owner were re-structured into two notes in equal amounts of $82,497, convertible into the Company’s common stock at rates if $0.005 and $0.01 per share respectively. They are convertible on demand of the holder, bear no interest, have a maturity date of September 15, 2023. The Company discounted the non-interest bearing note at 3.24% interest rate, in accordance with Applicable Federal Rate. Based on the intrinsic value of the conversion feature, the Company determined that there was a beneficial feature associated with two notes payable. As a result of the beneficial conversion feature exceeding the proceeds received from the promissory notes, management discounted the notes 100% as a debt discount and will amortize this discount over the 10-year lives of the notes on the interest rate method. The two notes in equal amounts of $82,497 were converted by the new controlling shareholder on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.001 per share. The remaining unamortized discount of $917 on the date of conversion was being recognized.

The impact of the restatement on the financial statement line items is shown in the tables below. The changes impacted the financial statements as of and for the three months ended April 30, 2015 and not prior periods.

The following table presents the impact of the restatement to the balance sheet as of April 30, 2015:

April 30, 2015
	As Reported			Adjustment			As Restated
ASSETS
CURRENT ASSET:
Cash	$	2,166		$	—		$	2,166
Total current asset		2,166			—			2,166

TOTAL ASSET	$	2,166		$	—		$	2,166
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,800		$	—		$	1,800
Total current liabilities		1,800			—			1,800

SHAREHOLDERS’ EQUITY:
Preferred stock: par value $0.00001; 10,000,000 shares authorized; none issued. Common stock: par value $0.00001; 500,000,000 shares authorized; 58,319,100 and 33,570,000 shares issued and outstanding, respectively		583			—			583
Additional paid-in capital		2,042,514			917			2,043,431
Accumulated deficit		(2,042,731	)		(917	)		(2,043,648	)
SHAREHOLDERS’ EQUITY		366			—			366
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2,166		$	—		$	2,166

The following table presents the impact of the restatement to the statement of operations for the three months ended April 30, 2015:

Three months ended April 30, 2015
	As Reported			Adjustment			As Restated

Revenue	$	-		$	-		$	-

OPERATING EXPENSE:
Professional Fees	$	3,760		$	-		$	3,760
General and Administrative	$	17,184		$	-		$	17,184
TOTAL OPERATING EXPENSES	$	20,944		$	-		$	20,944

LOSS FROM OPERATIONS	$	(20,944	)	$	-		$	(20,944	)

OTHER (INCOME)/EXPENSES

Imputed Interest Expense		868			-			868
Interest Expenses-Beneficial Conversion		-			917			917
TOTAL OTHER (INCOME) EXPENSES, NET		868			917			1,785

LOSS BEFORE INCOME TAXES		(21,812	)		(917	)		(22,729	)

INCOME TAXES		-			-			-

NET LOSS		(21,812	)		(917	)		(22,729	)

Net Loss Per Common Share – basic and diluted		(0.00	)		-			(0.00	)

Weighted Average Common Shares Outstanding		35,314,812			-			35,314,812

The following table represents the impact of the restatement on the statement of cash flows for the three months ended April 30, 2015:

Three months ended April 30, 2015
	As Reported			Adjustment			As Restated

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(21,812	)	$	(917	)	$	(22,729	)
Adjustments to reconcile net loss to net cash used in operating activities:
Imputed interest expense		868			-			868
Interest expense-beneficial conversion feature		-			917			917
Stock options issued for compensation		15,865			-			15,865

Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(1,512	)		-			(1,512	)
Shareholder advances		8,741			-			8,741

Net cash provided by operating activities		2,150			-			2,150

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash flows provided by (used in) investing activities		-			-			-

NET CHANGE IN CASH		2,150			-			2,150

CASH BALANCE AT BEGINNING OF PERIOD		16			-			16

CASH BALANCE AT END OF PERIOD	$	2,166		$	-		$	2,166

The following table represents the impact of the restatement on the statement of stock holders’ deficit for the three months ended April 30, 2015:

Three months ended April 30, 2015
	As Reported			Adjustment			As Restated

Accumulated Deficit
Balance, January 31, 2015	$	(2,020,919	)	$	-		$	(2,020,919	)
Net loss		(21,812	)		(917	)		(22,729	)
Balance, April 30, 2015	$	(2,042,731	)	$	(917	)	$	(2,043,648	)

In addition, Note 4 “GOING CONCERN”, Note 7 “CONVERTIBLE NOTE PAYABLE” and Note 9 “INCOME TAXES” were updated for the restatement adjustments above.

NOTE 4 – GOING CONCERN

As reflected in the accompanying financial statements, the Company has earned no revenues and at April 30, 2015 had accumulated a deficit of $2,043,648. The Company has a current year net loss of $22,729.

While the Company is attempting to commence operations and produce revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 5 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In April 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Consolidation (Topic 810). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this update simplify the codification by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction form the carrying amount of the related debt liability. This treatment is consistent with the treatment of debt discounts. Recognition and measurement guidance for debt issuance costs remain unchanged by this update. Early adoption is permitted, but not required; for financial statements that have not been previously issued. At this time we are not early adopting. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations.

In February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this update simplify the codification and reduce the number of consolidation models by eliminating the indefinite deferral of Statement 167 and placing more emphasis on the risk of loss when determining controlling financial interests. Early adoption is permitted, but not required; at this time we are not early adopting. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations.

In February 2015, FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810). The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendments in this update simplify the codification and reduce the number of consolidation models by eliminating the indefinite deferral of Statement 167 and placing more emphasis on the risk of loss when determining controlling financial interests. Early adoption is permitted, but not required. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations.

In January 2015, FASB issued Accounting Standards Update (ASU) No. 2015-01, Income Statement-Extraordinary and Unusual Items (Subtopic 225-20). This update eliminates from GAAP the concept of extraordinary items. The amendments in this update are effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. The amendment may be applied both prospectively and retrospectively. Early adoption is permitted, but not required; as long as the standard is applied from the beginning of the fiscal year of adoption. As the objective of this standard is to reduce cost and complexity and alleviate uncertainty while maintaining or improving the usefulness of information provided to the users of financials statements, the adoption of this standard is not expected to impact our financial position or results of operations.

The Company believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

NOTE 6 – RELATED PARTY TRANSACTIONS

Shareholder Advances

In support of the Company’s efforts and cash requirements, it has relied on advances from the majority shareholder and sole officer until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by this shareholder. Shareholder advances were used to fund current operating expenses through advances or amounts paid on behalf of the Company in satisfaction of liabilities. During the periods ended April 30 and January 31, 2015 and 2014 the Company’s sole officer advanced a total of $8,741 and $14,467, respectively. Shareholder advances totaled $0 at April 30, 2015 and $21,967 at January 31, 2015. Shareholder advances totaling $30,708 were forgiven by our former controlling shareholder and recorded as contributions to capital.

Shareholder advances are non-interest bearing. The Company has recognized interest expense on advances, in the amounts of $868 and $1,404 for the three months ended April 30, 2015 and 2014, respectively. These amounts were recognized as interest expense and a corresponding contribution to capital. See Note 7.

Convertible Notes Payable

On September 15, 2013, $164,994 of shareholder loans payable to the Company’s sole officer/principal owner were re-structured into two notes in equal amounts of $82,497, convertible into the Company’s common stock at rates of $0.005 and $0.01 per share respectively. They are convertible on demand of the holder, bear no interest, have a maturity date of September 15, 2023. The two notes in equal amounts of $82,497 were converted by the new controlling shareholder on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.01 per share. Total debt discount of $7,447 was amortized from issuance of convertible note to the day the notes was converted.

Equity

In 2011 the Company issued an option to purchase 8,000,000 common shares at $0.10 per share, to an officer of the company for compensation.

Summary of Compensation Expense-Options

Date	Projected Fair Value on Date of Grant		Expense Reported		Expense projected	True-up Amount			Cumulative Reported Expense		Unrecognized Compensation		Weighted Average Period to Recognize Unrecognized Compensation Years

7/30/2011		504,024										504,024		7.0
1/31/2012				16,053						31,933		472,091		6.5
1/31/2013				61,132			(43	)		95,065		408,959		5.5
1/31/2014				62,891			43			157,957		346,067		4.5
1/31/2015				62,941						220,898		283,126		3.5
4/30/2015				15,865						236,763		267,261		3.25

NOTE 7 – CONVERTIBLE NOTE PAYABLE

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

The Company discounted the non-interest bearing note at 3.24% interest rate, in accordance with Applicable Federal Rate. Based on the intrinsic value of the conversion feature, the Company determined that there was a beneficial conversion feature associated with two notes payable. As a result of the beneficial conversion feature exceeding the proceeds received from the promissory notes, management discounted the notes 100% as a debt discount and will amortize this discount over the 10-year lives of the notes on the interest rate method.

The two notes in equal amounts of $82,497 were converted by the new controlling shareholder on March 29, 2015 into 16,499,400 shares of common stock at $0.005 per share and 8,249,700 shares of common stock at $0.01 per share. Total debt discount of $7,447 was amortized from issuance of convertible note to the day the notes was converted.

The interest expense amortized for the three months ended April 30, 2015 and 2014 were $917 and $1,100, respectively.

NOTE 8 – STOCKHOLDERS’ EQUITY

In February 20, 2015 the majority shareholders voted on and approved an increase of the number of authorized common shares from 100,000,000 to 500,000,000 and a decrease in par value from $0.001to $0.00001. The majority shareholders also voted on and approved a designation of 10,000,000 preferred shares with no series and a par value of $0.00001. The financial statements presented have been retroactively restated to present the change in authorized and par value.

Equity –Common Stock

On March 29, 2015, the Company issued 16,499,400 shares at $0.005 a share and totaling $82,497 and 8,249,700 shares at $0.01 a share and totaling $82,497 as conversions of two promissory notes payable for past advances and loans. See Note 7.

Equity – Additional Paid-In Capital

The Company had recognized imputed interest expense on advances, in the amounts of $868 and $1,404 for the three months ended April 30, 2015 and 2014, respectively. These amounts were recognized as interest expense and a corresponding contribution to capital.

Stock options

On July 30, 2011, the Company issued an option to purchase 8,000,000 common shares to an officer of the Company in consideration for services at $0.10 per share valued at nil on the date of grant as compensation.

The fair value of the option grant estimated on the date of grant uses the Black-Scholes option-pricing model with the following weighted-average assumptions:

	July 30, 2011

Expected option life (year)		8

Expected volatility		58.62	%*

Expected dividends		0.00	%

Risk-free rate(s)		2.32	%

_______________

* As a thinly traded public entity, it is not practicable for it to estimate the expected volatility of its share price. The Company selected two (2) comparable companies to calculate the expected volatility. The Company calculated two (2) comparable companies’ historical volatility over the expect life of the share options of eight (8) years and averaged the two (2) comparable companies’ historical volatility as its expected volatility.

The fair value of the stock options issued on July 30, 2011 using the Black-Scholes Option Pricing Model was $504,024 at the date of grant. For the periods ended April 30 and January 31, 2015, $15,865 and $62,892 respectively, was recognized as compensation cost for stock options issued.

The table below summarizes the Company’s stock option activities through April 30, 2015:

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

Balance, February 1, 2014		8,000,000	$	0.10	$	0.10	$	504,024	$	-

Granted		-		-		-				-

Canceled		-		-		-				-

Exercised		-		-		-				-

Expired		-		-		-				-

Balance, January 31, 2015		8,000,000	$	0.10	$	0.10	$	504,024	$	-

Vested and exercisable, January 31, 2015		2,000,000	$	0.10	$	0.10		-	$	-

Unvested, January 31, 2015		6,000,000	$	0.10	$	0.10		-	$	-
Unvested, April 30, 2015		6,000,000	$	0.10	$	0.10		-	$	-

NOTE 9 – INCOME TAXES

The Company has not recognized an income tax benefit for its domestic operating losses based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not.

As of April 30 and January 31, 2015, the Company has incurred domestic net losses of $2,043,648 and $2,020,919, which constitute net operating losses for income tax purposes and results in a deferred tax asset. NOLs begin expiring in 2025. The losses result in a deferred tax asset and an equal valuation allowance of:

	April 30, 2015			January 31, 2015
Deferred tax asset, generated from net operating loss at statutory rates	$	306,547		$	303,100
Valuation allowance		(306,547	)		(303,100	)
	$	—		$	—

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

Federal income tax rate	15.0	%
Increase in valuation allowance	(15.0	)%
Effective income tax rate	0.0	%

NOTE 10 – SUBSEQUENT EVENTS

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q may contain “forward-looking statements”. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements about the Company’s market opportunities, strategies, competition and expected activities and expenditures, and at times may be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “continue” and variations of these words or comparable words. Forward-looking statements inherently involve risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to the risks described below under “Risk Factors” in Part II, Item 1A. The Company undertakes no obligation to update any forward-looking statements for revisions or changes after the date of this Form 10-Q.

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. In November 2007, we changed our business model to use the experiences of our sole executive and commenced implementing our plan as a business partner with active companies in the marketing or financial public relations market such with plans to assist our clients with 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.

From 2009-2012, throughout the worldwide economic recession, the Company continued to seek out the best potential opportunity for the shareholders. While we will not need to merge or acquire companies we will remain open to any sound business combination to achieve success. Through this period, the Company relied on its sole officer and director to fund the Company’s business plan, including the promotion of the Company’s comprehensive scope of our professional services that includes:

	·	Professional strategic analysis and recommendation;
	·	Formulation of overall promotion strategy;
	·	Execution of investor relations campaigns;
	·	Formulation of media promotion strategy;
	·	Road show organization;
	·	Formulation of contingency solutions;
	·	Preparation of corporate promotional materials;

In February 2015, the Company Amended its Articles to increase the authorized common shares from 500,000,000 par value $0.001 to 500,000,000 par value of $0.00001. 10,000,000 shares were designated as preferred par value of $0.00001 to be designated from time to time as determined by the board of directors.

Through March 2015, Michael Zahorik was 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”).

On March 27, 2015, a total of 19,555,000 shares were acquired by Umatrin Group Ltd. (“UGL”) through its principle and director, Dato Sri Warren Eu. At that time, UGL also acquired promissory notes that convert into common shares of the Company. In April 2015, the promissory notes were converted into 24,749,100 shares of Company common stock. Upon conversion, UGL held 44,304,100 shares of Company common stock out of a total issued and outstanding of 58,319,100 shares.

The Company requested to FINRA a voluntary symbol change and in March 31, 2015, the Company was issued a new symbol of “UMHL”. On March 31, 2015, effective March 31, 2015, Dato Sri Warren Eu was appointed to the board of directors. In addition, Michael Zahorik was appointed Company Vice President to provide management continuity and to continue to provide his insight and expertise with the Company’s development. Dato Sri Warren Eu was appointed President and CEO to serve until next shareholder meeting, and continuing thereafter until removal or resignation.

Dato Sri Warren Eu’s reputation as a business leader in Malaysia and in other regions of Asia are well known. He is the founder of numerous successful companies offering goods and services in Malaysia and in surrounding countries. He was awarded Sri Sultan Ahmad Shah Pahang (S.S.A.P.) from the Sultan of Pahang that carry the title “Dato’ Sri” in year 2014. Prior to that, he was awarded Darjah Indera Mahkota Pahang (D.I.M.P.) from the Sultan of Pahang in year 2013 that carry the title Dato’. Dato’ Sri holds a Philosophy of Doctorate (Ph.D.) in Finance from the Golden State University in the United States of America (USA), and is a successful business tutor and entrepreneur.

Together, Dato Sri Warren Eu and Michael Zahorik are dedicated to delivering increased shareholder value. The Company will leverage Dato Sri Warren Eu’s expertise and knowledge in focusing on expanding the Company’s impression throughout Asia as a leading O2O (Online to Offline) company that provides technology, products and services to enable consumers, merchants, and other participants to conduct e-commerce on its i-cloud ecosystem. O2O business model finds consumers online and brings them into real-world stores. It is a combination of payment model and foot traffic generator for merchants that create offline purchases. The Company will continue to follow its business plan of being a leader in delivering products and services through its Asia epicenter.

In April 2015, the Company amended its Articles of Incorporation to Change the name of the Company to Umatrin Holding Limited. On April 20, 2015, the Company filed with FINRA its Notice of Corporate Action to change its name effective May 5, 2015. On May 5, 2015, effective May 6, 2015, FINRA published the Company’s new name Umatrin Holding Limited (UMHL).

The financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplates continuation as a going concern. However, we have not generated any operating revenue, expect continued operating losses, and have negative cash flows 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.

Critical Accounting Policies

We prepare our condensed financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our condensed financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our condensed financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

For a full description of our critical accounting policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2014 Annual Report on Form 10-K.

Results of Operations for the Three-month Periods ended April 30, 2015 and 2014.

The Company did not have any operating income for the three-month periods ending April 30, 2015 and 2014.

For the three months ended April 30, 2015, the company had a net loss of $22,729 compared to a net loss of $20,563 for the three month period ending April 30, 2014. The increased net loss is primarily attributable to increase in general & administrative expenses and professional fees.

Liquidity and Capital Resources

We have no internal sources of liquidity. Our only external source of liquidity are our officers/directors who personally fund our operating expenses through related party loans. There is no assurance of their ability to continue personally funding our operating expenses. There is no assurance we would be able to secure additional sources of funding. The company continues to rely upon the issuance of common stock, notes and, capital contributions from shareholders to fund administrative expenses.

We have no known demands or commitments and are not aware of any events or uncertainties as of April 30, 2015 that will result in or that are reasonably likely to materially increase or decrease our current liquidity.

We had no material commitments for capital expenditures as of April 30, 2015 and 2014.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities”.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures: The Company’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15 (f) and 15d-15(f)) as of April, 2015, have concluded that as of such date the Company’s disclosure controls and procedures were not adequate nor effective toward ensuring that material information relating to the Company would be made known to such officers on a timely basis.

Changes in internal control over financial reporting: There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended April 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Currently we are not aware of any litigation pending or threatened by or against the Company.

ITEM 1A. RISK FACTORS

No applicable for smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None.

ITEM 5. OTHER INFORMATION

Increase in Authorized Common Shares of the Company.

On February 20, 2015, the board of directors of Golden Opportunities Corp. (“GOC”) adopted a resolution approving an amendment to its Articles of Incorporation to:

1. effectuate an increase of the authorized common shares from 100,000,000 par value $0.001 to 500,000,000 par value $0.00001.

2. designate 10,000,000 shares as preferred shares, par value $.00001, to be issued from time to time in one or more series as determined by the board of directors.

GOC obtained the written consent of stockholders representing 58.25% of GOC’s outstanding common stock as of February 20, 2015 approving an amendment to GOC’s Articles of Incorporation to affect the above-mentioned corporate actions. On February 27, 2015, an information statement was sent to the Shareholders of record informing them of the increase of the authorized shares and amendment to the Articles of Incorporation.

Change of Name of the Company to Umatrin Holding Limited.

1. The Company, as part of its ordinary diligence, inquired of the State of Delaware (its state of incorporation) of its current franchise tax obligation. The State of Delaware advise the Company that its status was void for failing to pay previous franchise taxes due to the State of Delaware.

2. On April 8, 2015, the Company remitted payment for franchise taxes due and to renew the Company. The State of Delaware advised that the name of Golden Opportunities Corporation was no longer available and that the Company was required to amend its Articles of Incorporation via the Renewal.

3. On April 12, 2015, the Company, contemporaneously with the filing of the Renewal as required by the State of Delaware, Amended the Articles of Incorporation to read:

“1. The name of the corporation is UMATRIN HOLDING LIMITED, formerly known as Golden Opportunities Corporation.”

4. Effective date of the amendment is April 12, 2015, subject to SEC and FINRA regulatory compliance.

5. Effective the date of the Renewal and Amendment of April 12, 2015, the Company is fully compliant and current with the State of Delaware.

6. On April 20, 2015, the Company filed with FINRA its Notice of Corporate Action to change its name to Umatrin Holding Limited.

7. On May 5, 2015, FINRA published the Company’s new name as Umatrin Holding Limited, effective May 6, 2015.

ITEM 6. EXHIBITS

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Principal Accounting Officer.

32.1	Section 1350 Certification of Chief Executive Officer and Principal Accounting Officer.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	UMATRIN HOLDING LIMITED

Date: October 16, 2015	By:	/s/ Dato Sri Warren Eu
		Dato Sri Warren Eu
		Chief Executive Officer

Umatrin Holding (UMHL) 10-Q/A2016 Q1 Quarterly report (amended)