SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended March 31, 2001.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from to .
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Commission file number:000-27691
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GOLDEN OPPORTUNITY DEVELOPMENT CORPORATION
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(Exact name of small business issuer as specified in its charter)
Nevada 87-0067813
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
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(Address of principal executive office) (Zip Code)
(801) 575-8073
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(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 XX No
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The number of outstanding shares of the issuer's common stock, $0.001
par value (the only class of voting stock), as of March 31, 2001 was 7,758,050.
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS.................................................1
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............2
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.....................................4
SIGNATURES....................................................................6
INDEX TO EXHIBITS.............................................................7
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ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Golden Opportunity
Development Corporation, a Nevada corporation, and its subsidiaries and
predecessors unless otherwise indicated. Consolidated, unaudited, condensed
interim financial statements including a balance sheet for the Company as of the
quarter ended March 31, 2001 and statements of operations, and statements of
cash flows for the interim period up to the date of such balance sheet and the
comparable period of the preceding year are attached hereto as Pages F-1 through
F-4 and are incorporated herein by this reference.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
1
Golden Opportunity Development Corporation
Condensed Balance Sheet
March 31, 2001
(Unaudited)
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ASSETS
Current Assets:
Cash and cash equivalents $ 355
Other -
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Total current assets 355
Property and Equipment 2,670,395
Less: accumulated depreciation (187,484)
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2,482,911
TOTAL ASSETS $ 2,483,266
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LIABILITIES AND STOCK HOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 19,855
Accounts payable-related party 337,186
Current portion of Long Term Obligations 29,058
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Total current liabilities 386,099
Long Term Obligations (net of current portion) 1,775,756
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TOTAL LIABILITIES 2,161,855
Stockholders' equity
Common stock $.001 par value shares, 100,000,000 shares authorized;
7,758,050 shares issued and outstanding on March 31, 2001 7,758
Additional paid in capital 1,304,182
Retained Earnings (Deficit) (990,529)
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Total stockholders' equity 321,411
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TOTAL LIABILITIES AND EQUITY $ 2,483,266
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See notes to financial statements
F-1
Golden Opportunity Development Corporation
Unaudited Condensed Statements of Operations
Three Months Ended Three Months Ended
March 31, 2001 March 31, 2000
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REVENUE
Hotel Revenue $ 64,617 $ 67,636
Lease Revenue 124 13,320
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Total Revenue 64,741 80,956
EXPENSES
Hotel Direct Costs 94,327 123,038
Selling, general and administrative 10,820 10,440
Depreciation 12,478 10,424
Interest Expense 27,141 28,656
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Total Operating Expenses 144,766 172,558
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NET LOSS $ (80,025) $ (91,602)
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BASIC AND DILUTED LOSS PER
COMMON SHARE $ (0.01) $ (0.36)
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BASIC AND DILUTED WEIGHTED
AVERAGE SHARES OUTSTANDING 7,758,050 255,423
See notes to financial statements
F-2
Golden Opportunity Development Corporation
Unaudited Condensed Statements of Cash Flows
Three Months Three Months
Ended March Ended March
31, 2001 31, 2000
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CASH FLOWS FROM OPERATION ACTIVITIES
Net loss $ (80,025) $ (91,602)
Adjustments to reconcile net loss to net cash provided (used) by
operating activities:
Depreciation and amortization 12,478 10,107
Changes in operating assets and liabilities (net of effect from
acquisitions)
Accounts Payable (6,504) (5,877)
Accounts Payable-Related Parties 66,000 100,891
Accrued Expenses 8,344 969
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Total adjustments 80,318 106,090
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES 293 14,488
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CASH FLOWS PROVIDED BY INVESTING ACTIVITIES
Purchase of additional leasehold improvements - -
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CASH FLOWS FROM FINANCING ACTIVITIES
Contributed Capital - -
Common Stock Issued for Debt - -
Common Stock Issued for Cash - -
Proceeds from Notes - -
Payments of Notes (7,034) (11,167)
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NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES (7,034) (11,167)
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NET INCREASE (DECREASE) IN CASH EQUIVALENTS (6,741) 3,321
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 7,096 10,027
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 355 $ 13,348
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SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash paid during the period for interest $ 27,141 $ 28,656
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See notes to financial statements
F-3
Golden Opportunity Development Corporation
NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
March 31, 2001
1. Basis of Presentation
The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance with the instructions in Form 10-QSB and,
therefore, do not include all information and footnotes required by generally
accepted accounting principles and should, therefore, be read in conjunction
with the Company's Annual Report to Shareholders on Form 10-KSB for the fiscal
year ended December 31, 2000. These statements do include all normal recurring
adjustments which the Company believes necessary for a fair presentation of the
statements. The interim operations results are not necessarily indicative of the
results for the full year ended December 31, 2001.
2. Related Party Transaction
During the quarter ended March 31, 2001, the Company's parent and/or related
entities advanced $66,000 to cover operating deficiencies. The total amount
payable owed to related parties at March 31, 2001 was $337,186.
3. Additional footnotes included by reference
Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 2000.
Therefore, those footnotes are included herein by reference.
F-4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
General
As used herein the term "Company" refers to Golden Opportunity Development
Corporation, its subsidiaries and predecessors, unless the context indicates
otherwise. The Company was incorporated in Louisiana on May 7, 1997 for the
purpose of engaging in any lawful activity for which corporations may be formed
under the Business Corporation Law of Louisiana.
The Company is currently engaged in the business of operating and acquiring
hospitality property. The Company currently owns a 134 unit motel, a restaurant
facility and four adjacent office retail buildings in Baton Rouge, Louisiana
(the "Motel"). The Motel is located next to the Mississippi River, three blocks
from a river boat dock, at 427 Lafayette Street, Baton Rouge, Louisiana. The
Company is also actively seeking to acquire other hospitality properties.
The Company's operations are largely being overseen by Diversified Holdings I,
Inc., a subsidiary of Axia Group, Inc a majority shareholder, (the "Parent
Company") by way of a Management Agreement entered into on April 30th, 1999
between the Company and the Parent Company. The Company agreed to compensate
Diversified Holdings I, Inc. $10,000 per month plus 5% of net income, if any, in
excess of $5,000 in return for management services provided by Diversified
Holdings I, Inc.
The Company has listed the property for sale with Brooks Hearn, a real estate
broker in Baton Rouge, Louisiana, for a listed sale price of $2,500,000. The
Company has received offers on the property, but none to date have been
acceptable to the Company.
Results of Operations
Revenues
Revenues for the quarter ended March 31, 2001 decreased to $64,741 from $80,956
for the quarter ended March 31, 2000, a decrease of 20%. The decrease in
revenues was attributable to a decrease in occupancy.
Losses
Net losses for the quarter ended March 31, 2001 decreased to $80,025 from
$91,602 for the quarter ended March 31, 2000, a decrease of 13%. The decrease in
losses is attributable to a decrease in repair expenses and in administrative
costs.
The Company expects to continue to incur losses at least through fiscal 2001 and
there can be no assurance that the Company will achieve or maintain
profitability or that its revenue growth can be sustained in the future.
Expenses
General and administrative expenses for quarters ended March 31, 2001 and March
31, 2000, were $10,820 and $10,440, respectively.
2
Depreciation and amortization expenses for the quarters ended March 31, 2001 and
March 31, 2000 were $12,478 and $10,424, respectively. The increase was due to
increases in equipment and respective recalculation of amortization schedules
and valuations.
For the quarters ended March 31, 2001 and March 31, 2000, the Motel's direct
operating costs were $94,327 and $123,038 respectively, a decrease of $28,711.
This decrease is primarily attributable to a decrease expenses relating to
repairs and general maintenance costs.
Liquidity and Capital Resources
Cash flow used by operations were $293 for the quarter ended March 31, 2001,
compared to $14,487 for the quarter ended March 31, 2000.
Cash flow used in financing activities was $7,034 for the quarter ended March
31, 2001, compared to $11,167 for the quarter ended March 31, 2000. The
Company's cash flow used in financing activities decreased due to the fact that
the Company was able to retire less debt than it could in the previous year.
The Company has funded its cash needs from inception through March 31, 2001 with
revenues generated from its operations and advances from its Parent Company. In
addition, the Company may issue additional shares of its common stock pursuant
to a private placement or registered offering, if necessary to raise additional
capital.
Capital Expenditures
The Company has a working capital deficiency at March 31, 2000, in the amount of
$385,744. However, $377,186 of this working capital deficiency is owed to the
Company's Parent. The Company intends to fund the Motel's operations over the
course of the next year with long term bank financing, increasing rental
revenues from increased occupancy rates and/or equity financing in the form of a
private placement offering.
Income Tax Expense (Benefit)
The Company has an income tax benefit resulting from net operating losses to
offset future operating profit.
Impact of Inflation
The Company believes that inflation has had a negligible effect on operations
over the past two years. The Company believes that it can offset inflationary
increases in the cost of materials and labor by increasing sales and improving
operating efficiencies.
Known Trends, Events, or Uncertainties
Lodging Industry Operating Risks. The Company is subject to all operating risks
common to the lodging industry. These risks include, among other things, (i)
competition for guests from other hotels, a number of which may have greater
marketing and financial resources than the Company, (ii) increases in operating
costs due to inflation and other factors, which increases may not have been
offset in recent years, and may not be offset in the future, by increased room
rates, (iii) dependance on business and commercial travelers and tourism, which
business may fluctuate and be seasonal, (iv) increase in energy costs and other
3
expenses of travel which may deter travelers, and (v) adverse effects of general
and local economic and weather conditions.
Capital Requirements and Availability of Financing. The Company's business is
capital intensive, and it will have significant capital requirements in the
future. The Company's leverage could affect its ability to obtain financing in
the future to undertake remodeling or refinancings on terms and subject to
conditions deemed acceptable to the Company. In the event that the Company's
cash flow and working capital are not sufficient to fund the Company's
expenditures or to service its indebtedness, it would be required to raise
additional funds through the sale of additional equity securities, the
refinancing of all or part of its indebtedness or the sale of assets. There can
be no assurances that any of these sources of funds would be available in an
amount sufficient for the Company to meet its obligations. Moreover, even if the
Company were able to meet its obligations, its leveraged capital structure could
significantly limit its ability to finance its remodeling program and other
capital expenditures to compete effectively or to operate successfully under
adverse economic conditions. Additionally, financial and operating restrictions
contained in the Company's existing indebtedness may limit the Company's ability
to secure additional financing, and may prevent the Company from engaging in
transactions that might otherwise be beneficial to the Company and to holders of
the Company's common stock. The Company's ability to satisfy its obligations
will also be dependant upon its future performance, which is subject to
prevailing economic conditions and financial, business and other factors beyond
the Company's control.
General Real Estate Investment Risks. The Company's investments are subject to
varying degrees of risk generally incident to the ownership of real property.
Real estate values and income from the Company's current properties may be
adversely affected by changes in national or local economic conditions and
neighborhood characteristics, changes in interest rates and in the availability,
cost and terms of mortgage funds, the impact of present or future environmental
legislation and compliance with environmental laws, the ongoing need for capital
improvements, changes in governmental rules and fiscal policies, civil unrest,
acts of God, including earthquakes and other natural disasters which may result
in uninsured losses), acts of war, adverse changes in zoning laws and other
factors which are beyond the control of the Company.
Value and Illiquidity of Real Estate. Real estate investments are relatively
illiquid. The ability of the Company to vary its ownership of real estate
property in response to changes in economic and other conditions is limited. If
the Company must sell an investment, there can be no assurance that the Company
will be able to dispose of it in the time period it desires or that the sales
price of any investment will recoup the amount of the Company's investment.
Property Taxes. The Company's property is subject to real property taxes. The
real property taxes on this property may increase or decrease as property tax
rates change and as the property is assessed or reassessed by taxing
authorities. If property taxes increase, the Company's operations could be
adversely affected.
Investment in Single Industry/Property. The Company is subject to risks inherent
in investments in a single industry/property. The effects on the Company's
revenues resulting from a downturn in the lodging industry would be more
pronounced than if the Company had diversified its investments outside of the
lodging industry.
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PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. Exhibits required to be attached by Item 601 of Regulation S-B
are listed in the Index to Exhibits on page 7 of this Form 10-QSB, and
are incorporated herein by this reference.
(b) Reports on Form 8-K. No reports were filed on Form 8-K during the quarter.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 10th day of May 2001.
Golden Opportunity Development
Corporation
May 10, 2001
By: /s/ Richard Surber
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Richard Surber
Its: President, Chief Executive Officer and
Director
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INDEX TO EXHIBITS
Exhibit
No. Page No. Description
2(i) * Articles of Incorporation of the Company dated
May 7, 1997. (Incorporated by reference filed with
the Company's Form 10-SB/A-2 on May 2, 2000).
2(ii) * Amended Articles of Incorporation of the Company
dated April 26, 1999. (Incorporated by reference
filed with the Company's Form 10-SB/2 on May 2,
2000).
2(iv) * By-laws of the Company. (Incorporated by reference
filed with the Company's Form 10-SB/A-2 on
May 2, 2000).
Material Contracts
Exhibit
No. Page No. Description
10(i) * Management Agreement between the Company and
Diversified Holdings, I, Inc. dated April 30, 1999.
(Incorporated by reference filed with the Company's
Form 10-SB/A-2on May 2, 2000).
10(ii) 8 Listing Contract between Brooks Hearn, Broker and
Golden Opportunity Development Corporation regarding
the General Lafayette Hotel in Baton Rouge,
Louisiana.
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BROOKS HEARN, BROKER
11237 Pennywood Ave. Baton Rouge, LA 70809 225-292-9453 (fax) 225-292-9453
LISTING CONTRACT FOR SALE OF COMMERCIAL PROPERTY
The undersigned Seller, its successors and assigns (hereinafter referred to as
"seller") hereby engages Brooks Hearn, Broker (hereinafter referred to as
"Broker"), its successors and assigns, as Seller's exclusive Agent and grants to
Broker the sole and exclusive right, for a period until August 1, 2001 to offer
for sale the following described property:
The General Lafayette Inn Hotel (a 134 room hotel including all furniture,
fixtures and equipment) and 4 Rental Properties fronting on Main Street,
situated on Lots 1-3, portion of Lot 4, and Lots 7-9, Duvall Town, Parish of
East Baton Rouge, State of Louisiana
Said property to be sold for: Two Million Five Hundred Thousand & No/100 Dollars
($2,500,000.00) (all cash or cash above existing above mortgage).
Broker is authorized to place its "For Sale" signs on said property, at its
expense. Broker shall determine, in its discretion, the extent to which said
property shall be advertised for sale, at Broker's cost, and the Seller shall
pay for the cost of all other advertising desired bv Seller.
Seller agrees to refer all prospects for the sale or lease of property to Broker
and Broker shall conduct all negotiations for the sale or lease of said
property.
Broker designates and Seller accepts Listing Agent named below (Seller's
Designated Agent) as the only legal Seller's Designated Agent of Seller. Seller
acknowledges that Seller's Designated Agent may from time to time have another
sales associate who is not an agent of the Seller to provide support in the
marketing of Seller's property.
Seller understands and agrees that this agreement is a contract for Broker to
market Seller's property and that Seller's Designated Agent is the only legal
agent of Seller and that neither Broker nor any other sales associates
affiliated with Broker will be acting as legal agent of the Seller. Seller's
Designated Agent will be primarily responsible for the direct marketing and sale
of the Seller's property.
Seller hereby agrees that if any agent designated by Broker as Seller's
Designated Agent is acting as a Buyer's Designated Agent with any potential
purchasers of Seller's property, Seller concurs for such agents to act as a dual
agent 'in dealing with the potential purchasers.
Seller's Designated Agent is Seller's sole and exclusive agent with exclusive
right to market and to sell, exchange or otherwise arrange to transfer the above
described real property at the price above outlined, or any other price that
Seller agrees to accept including consummation of the sale through the sale of
the stock or substantially all of the stock in the corporation or entity which
owns the assets described herein at the time of the sale. If a sale of said
property is negotiated during the terms of this contract, or if a party is
procured during the term of this contract by Broker, or Seller, or any third
party who is ready, willing and able to purchase said property at the price and
on the terms as hereinabove stated (or at such other price, or on such other
terms as may hereafter be acceptable to Seller), then Seller agrees to pay
8
Broker a commission of Four (4%) percent of the gross sales price.
Seller further agrees to pay Broker the above stated commission on any sale of
said property negotiated by Seller within six (6) months after the expiration or
termination of this contract with any party (or the nominee, representative or
affiliate of such party) to whom said property was submitted during the term of
this contract, provided Broker has submitted to Seller, in writing, the name of
any such party or parties within thirty (30) days after the expiration date of
this contract. Said commission shall likewise be paid on any exchange of
properties negotiated involving said property, in which case the commission
shall be based on the then market value of said property.
Broker is authorized to accept on behalf of Seller a non-interest bearing
deposit to be applied against the sale price, which deposit may be placed in any
bank in the Greater Baton Rouge area pending consummation of the sale, without
liability on Broker's part in the event of failure or suspension of said bank.
Seller authorizes Seller's Designated Agent to disclose to any prospective
purchaser or Agent whether or not there are any outstanding offers to purchase
the property at any given time, but is not to disclose the price or any other
details of such offers without Seller's approval.
If a sale of said property is negotiated during the term of this contract or
within six (6) months after expiration thereof, with any party (or the nominee,
representative, or affiliate of such party) to who said property was submitted
by Designated Agent during the term of this contract. Seller agrees to pay
Broker a commission in accordance with Broker's then existing commission
schedule.
If an attorney is engaged by Broker to enforce its rights under this contract,
Seller agrees to pay the reasonable fee of such attorney which fee is hereby
fixed, if the collection of money is involved, at 25% of the amount thereof, but
in no event shall such fee be less than $500.00, and Seller also agrees to pay
all court costs, other costs and expenses that may be incurred by Broker.
Seller has notified Broker, that to his knowledge, the property does not contain
asbestos and other hazardous or ultra hazardous materials.
Seller agrees to indemnify Broker against all liability, loss and expense the
Broker may incur as a result of any claim or suit against Broker by any person,
firm, corporation or other entity while on or about the hereinabove described
premises, due to the condition of said premises or to Seller's negligence.
Seller acknowledges that except for the price the Seller will take, confidential
information includes only information designated in writing as being
confidential or information the disclosure of which could materially harm the
position of the Seller. Seller also acknowledges that information about the
physical condition of the property cannot be considered confidential. Seller
further acknowledges that Seller's Designated Agent may disclose confidential
information to the Broker for the purpose of seeking advice or assistance.
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The policy of Brooks Hearn, Broker is to do business in accordance with the
Federal Fair Housing Law. It does not discriminate against any person because of
race, color, religion, national origin, sex, marital status or physical
disability. Brooks Hearn, Broker will not refilse to rent or sell or negotiate
for the rental or sale of the above property because of race, color, religion,
national origin, sex, marital status or physical disability.
Owner: Golden Opportunity Development Corporation
By: Title:
Pxinted Name- Address:
Brooks Hearn, Broker hereby agrees to and accepts the foregoing listing contract
this 25th Day of January, 2001.
Brooks Expiration of Contract: August 1, 2001
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By: Brooks Hearn
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