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 September 30, 2002.
[ ] 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
(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 October 2, 2002 was 7,969,280.
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...............................6
SIGNATURES..............................................................7
INDEX TO EXHIBITS.......................................................8
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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. Unaudited, condensed interim financial
statements including a balance sheet for the Company as of the quarter ended
September 30, 2002, 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
Unaudited Condensed Balance Sheet
September 30, 2002
(Unaudited)
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ASSETS
Current Assets: $
Cash and cash equivalents 1,459
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Total current assets 1,459
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TOTAL ASSETS $ 1,459
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LIABILITIES AND STOCK HOLDERS' DEFICIT
Current Liabilities:
Accounts payable $ 825
Accounts payable-related party 85,988
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Total current liabilities 86,813
Stockholders' deficit
Common stock $.001 par value shares, 100,000,000 shares authorized;
7,969,280 shares issued and outstanding on September
30, 2002 7,969
Additional paid in capital 1,307,971
Accumulated Deficit (1,401,294)
Total stockholders' deficit (85,354)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 1,459
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See notes to financial statements
F-1
Golden Opportunity Development Corporation
Unaudited Condensed Statements of Operations
Three Months Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
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REVENUE
Hotel Revenue $ - $ 50,979 1,097 161,640
Lease Revenue - 8,500 - 9,314
Other Revenue 2,535 - 2,535 -
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Total Revenue 2,535 59,479 3,632 170,954
EXPENSES
Hotel Direct Costs 178 58,377 1,938 220,351
Selling, general & administrative 1,803 9,523 31,610 24,343
Depreciation - 12,479 - 37,124
Expenses related to sale of motel - 117,946 100,702 117,946
Interest Expense - 26,935 9,337 81,108
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Total Operating Expenses 1,981 225,260 146,123 480,872
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Net Income (loss) before Taxes 552 (165,781) (142,491) (309,918)
Income Tax Expense - - - -
NET INCOME (LOSS) $ 552 (165,781) (142,491) (309,918)
BASIC AND DILUTED LOSS
PER COMMON SHARE $ 0.00 (0.02) (0.02) (0.04)
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BASIC AND DILUTED
WEIGHTED AVERAGE
SHARES OUTSTANDING 7,969,000 7,969,000 7,969,000 7,969,000
See notes to financial statements
F-2
Golden Opportunity Development Corporation
Unaudited Condensed Statements of Cash Flows
Nine Months Nine Months
Ended Ended
September 30, September
2002 30, 2001
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CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (142,491) (309,918)
Adjustments to reconcile net loss to net cash provided (used) by operating
activities:
Impairment loss on markdown of building - 117,946
Expenses related to sale of motel 100,702 -
Depreciation and amortization - 37,124
Changes in operating assets and liabilities (net of effect from acquisitions)
Accounts Payable (34,513) (6,504)
Accounts Payable-Related Parties - 121,340
Stock issued for services - 4,000
Contingent liabilities-Ernest money - 25,500
Accrued Expenses 825 25,034
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Total adjustments 67,014 324,440
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NET CASH USED IN OPERATING ACTIVITIES (75,477) 14,522
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CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of property, plant, and equipment 391,539 -
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CASH FLOWS FROM FINANCING ACTIVITIES
Payment of related party payables (318,088) -
Principal payment on long term notes - (21,416)
Advances from parent 1,900
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NET CASH USED IN FINANCING ACTIVITIES (316,188) (21,416)
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NET INCREASE (DECREASE) IN CASH EQUIVALENTS (126) (6,894)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,585 7,096
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,459 202
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest $ - 81,108
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NON-CASH TRANSACTIONS
During the first quarter of 2002, the Company sold the motel. The following
transactions reflect non-cash entries or adjustments to the balance sheet:
Divestiture of motel 2,327,841 -
Payoff of long term debt (1,780,600) -
Elimination of ernest money or deposits (155,000) -
*See notes to financial statements
F-3
Golden Opportunity Development Corporation
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
September 30, 2002
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 accounting
principles generally accepted in the United States 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, 2001. 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, 2002.
2. Related Party Transaction
During the quarter ended September 30, 2002, the Company received advances from
its parent to cover operating deficiencies in the amount of $1,900. The total
amount payable based on second quarter amount owed to related parties at
September 30, 2002 was $85,988.
3. Sale of Building
On June 10, 2001, the Company entered into a sales agreement to sell the
building and land to Lafayette Development Holding LLC for $2,332,000. During
2001, the Company received $55,000 of earnest money. At the time of the sales
agreement, the Company anticipated a loss of approximately $117,946 on the sale.
As a result, the Company booked an impairment loss on the value of the building
for that amount in the third quarter of 2001. On January 3, 2002, the Company
finalized the sale of the building and land for $2,332,000 and recorded an
additional $100,702 in closing costs. Net proceeds received after payment of the
mortgage note balance, taxes, and other related charges were approximately
$330,000. This transaction is fully reflected in the above financial statements.
4. 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, 2001.
Therefore, those footnotes are included herein by reference.
F-4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
General
The Company has historically been engaged in the business of operating and
acquiring hospitality property. Prior to January 4, 2002, the Company owned the
General Lafayette Inn, a 134 unit motel and restaurant, and four adjacent
office/retail buildings, located at 427 Lafayette Street, Baton Rouge, Louisiana
(the "Motel"). On January 4, 2002, the Company sold the Motel, its principal
asset. The Motel was sold for cash, in the amount of $2,332,000, to Lafayette
Development Holdings, LLC. ("Lafayette"), a Louisiana Limited Liability Company.
After payment of taxes, real estate commissions, and the mortgage on the
property, the Company realized net cash of $337,000. There is no material
relationship between Lafayette and the Company, or any of their affiliates, or
any of their officers or directors, or any associate of such officers or
directors. This transaction was brokered by Brooks Hearn, a real estate broker
in Baton Rouge, LA.
Since the Company discontinued motel operations on January 4, 2002, by divesting
itself of its Motel property, the Company is attempting to identify and acquire
another hospitality property for purchase. Several properties in Florida and
California have been reviewed and due diligence is progressing on a few,
however, there is currently no agreement to acquire any property.
Results of Operations
Revenues
Revenues for the quarter ended September 30, 2002 decreased to $2,535 from
$59,479 for the quarter ended September 30, 2001, a decrease of 96 %. The
decrease in revenues was attributable to no longer operating the motel. The
current revenue is due to a return of a deposit check from a company vendor.
Losses
The Company achieved net income of $552 for the quarter ended September 30,
2002, compared to a loss of $165,781 for the quarter ended September 30, 2001.
The decrease in losses is attributable to a lack of costs associated with the
formerly owned motel. In addition, a deposit check from a company vendor was
returned to the Company, which is the reason for the net income.
Although the Company experienced net income for the past quarter, the Company
expects to incur losses at least through fiscal 2002, unless a profitable
acquisition is made prior to that time, and there can be no assurance that the
Company will achieve or maintain profitability or that revenue growth can be
achieved or sustained in the future.
Expenses
General and administrative expenses for quarters ended September 30, 2002 and
September 30, 2001, were $1,803 and $9,523 respectively.
Depreciation and amortization expenses for the quarters ended September 30, 2002
and September 30, 2001 were $0 and $12,479, respectively. The decrease was due
to no longer having depreciable assets.
2
For the quarter ended September 30, 2002 the Motel had direct operating costs of
$178. For the quarter ended September 30, 2001, the Motel's direct operating
costs were $58,377. This decrease is due to not operating the motel.
Liquidity and Capital Resources
Cash flow used by operations were $75,477 for the nine months ended September
30, 2002, compared to $14,522 for the nine months ended September 30, 2001.
Cash flow provided by investing activities was $391,539 for the nine months
ended September 30, 2002, compared to $0 for the nine months ended September 30,
2001. The Company's cash flow provided by investing activities was attributable
to the divestiture of the motel.
Cash flow used in financing activities was $316,188 for the nine months ended
September 30, 2002, compared to cash flow used in financing activities of
$21,416 for the nine months ended September 30, 2001. The Company's cash flow
used in financing activities was for the retirement of payables to the parent
for advances over the years.
The Company has funded its cash needs through September 30, 2002, with net
proceeds from the sale of the building. The Company estimates the remaining cash
may not be sufficient to cover expenses for the rest of the year, while it seeks
to locate a replacement property. In the event there is a shortfall, the Company
anticipates that the Company's parent will provide it with sufficient resources
to complete its search for a business venture and continue meeting financial
responsibilities in the mean time. There is no guarantee however, that this will
occur.
Capital Expenditures
The Company has a working capital deficit at September 30, 2002, in the amount
of $85,354. However, $85,988 is owed to the Company's parent.
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
As the Company has no current operations there are no known trends, events or
uncertainties that apply to the Company at this point in time.
3
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Bobby G. Welch, who serves as the Company's chief executive officer and
chief financial officer, after evaluating the effectiveness of the Company's
internal controls and procedures (as defined in Exchange Act Rules 13a- 14(c)
and 15d-14(c) as of a date within 90 days of the filing date of the quarterly
report (the "Evaluation Date") concluded that as of the Evaluation Date, the
Company's internal controls and procedures were adequate and effective to ensure
that material information relating to the Company and its consolidated
subsidiaries would be made known to them by others within those entities,
particularly during the period in which this quarterly report was being
prepared.
(b) Changes in internal controls.
There were no significant changes in the company's internal controls or
in other factors that could significantly affect the company's disclosure
controls and procedures subsequent to the Evaluation Date, nor any significant
deficiencies or material weaknesses in such disclosure controls and procedures
requiring corrective actions. As a result, no corrective actions were taken.
4
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 5 of this Form 10-QSB, and
are incorporated herein by this reference.
(b) Reports on Form 8-K No filings on Form 8-K were made during the period
covered by this report.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized, this day of October 2002.
Golden Opportunity Development Corporation
By: /s/ Bobby Welch
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Bobby Welch
Its: President, Chief Executive Officer and Director
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Bobby G. Welch, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Golden Opportunity Development Corporation, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, the results of operations and cash flows of
Golden Opportunity Development Corporation as of, and for, the periods
presented in this quarterly report.
4. Golden Opportunity Development Corporation's other certifying officer and I
are responsible for establishing and maintaining internal controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for Golden
Opportunity Development Corporation and have:
(a) designed such internal controls and procedures
to ensure that material information relating to Golden
Opportunity Development Corporation, including its
consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
8
(b) evaluated the effectiveness of Golden
Opportunity Development Corporation's internal controls and
procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and
(c) presented in this quarterly report our
conclusions about the effectiveness of the internal controls and
procedures based on our evaluation as of the Evaluation Date;
5. Golden Opportunity Development Corporation's other certifying officer and I
have disclosed, based on our most recent evaluation, to Golden Opportunity
Developmen Corporation's auditors and the audit committee of Golden Opportunity
Development Corporation's board of directors (or persons performing the
equivalent functions):
(a) all significant deficiencies in the design or
operation of internal controls which could adversely affect
Golden Opportunity Development Corporation's ability to
record, process, summarize and report financial data and have
identified for Golden Opportunity Development Corporation's
auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that
involves management or other employees who have a
significant role in Golden Opportunity Development Corporation's internal controls; and
6. Golden Opportunity Development Corporation's other certifying officer and
I have indicated in this quarterly
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: October __, 2002
/s/ Bobby G. Welch
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Bobby G. Welch
Golden Opportunity Development Corporation, Chief Executive Officer
6
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-2 on May 2, 2000).
10(ii) * Listing Contract between Brooks Hearn, Broker and Golden Opportunity
Development Corporation regarding the General Lafayette Hotel in Baton Rouge,
Louisiana. ( Incorporated by reference filed with the Company's Form 10-KSB
filed with the SEC on May 10, 2001)
10(iii) * Sales Agreement between LaFayette Development Holdings LLC and Golden
Opportunity Development Corporation for the sale of the General LaFayette Motel
in Baton Rouge, Louisiana (Incorporated by reference filed with the Company's
10-KSB filed with the SEC on March 29, 2002)
* Incorporated by reference to previously filed information as noted
10