PINX:TRES Tresor Corp Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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

FORM 10−Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2012

[_] 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: 333-139220

TRESOR CORPORATION
(Formerly Known As Good Earth Land Sales Company)
(Exact Name of Registrant as Specified in Its Charter)

Florida 20-1993383
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)  

Suite 1801, 18/F, Tower 1, Prosper Center, No. 5 Guanghua Road
Chaoyang District, Beijing, People’s Republic of China 100021
(Address of principal executive offices and Zip Code)

+86 10 5907 3561
(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 [X]                                   No [_]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [_] Accelerated filer [_]
Non-accelerated filer [_] (Do not check if a smaller reporting company) Smaller reporting company [X]

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 each of the issuer’s classes of common stock, as of May 9, 2012 is as follows:

Class of Securities Shares Outstanding
Common Stock, $0.01 par value 20,000,000


TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION

Item 1.   Financial Statements 1
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 9
Item 3.   Quantitative and Qualitative Disclosures About Market Risk 12
Item 4.   Controls and Procedures 12

PART II
OTHER INFORMATION

Item 1.   Legal Proceedings 12
Item 1A.   Risk Factors 12
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 13
Item 3.   Defaults Upon Senior Securities 13
Item 4.   Mine Safety Disclosures 13
Item 5.   Other Information 13
Item 6.   Exhibits 13


PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

TRESOR CORPORATION
(formerly known as Good Earth Land Sales Company)
FINANCIAL STATEMENTS

 

Page(s)

Financial Statements

 

       Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011

2

       Statements of Operations and Comprehensive Loss for the three months ended March 31, 2012 and 2011 (unaudited)

3

       Statements of Changes in Shareholders’ Deficiency for the three months ended March 31, 2012 (unaudited)

4

       Statements of Cash Flows for the three months ended March 31, 2012 and 2011 (unaudited)

5

       Notes to Financial Statements

6 - 8

- 1 -


TRESOR CORPORATION
BALANCE SHEETS
(IN U.S. DOLLARS)

 

  As of  

 

  March 31     December 31  

 

  2012     2011  

 

  (Unaudited)        

ASSETS

           

Current Assets

           

 Cash

$  1,150   $  1,233  

Total Assets

  1,150     1,233  

 

           

LIABILITIES AND SHAREHOLDERS’ DEFICIENCY

           

 

           

Current Liabilities

           

 Accrued expenses

$  57,409   $  35,500  

Total Current Liabilities

  57,409     35,500  

 

           

Long-term Liabilities

           

 Shareholder’s loans

  119,468     90,868  

Total long-term liabilities

  119,468     90,868  

 

           

Total Liabilities

  176,877     126,368  

 

           

Shareholders' Deficiency

           

 Common stock, $0.01 par value, authorized 75,000,000 shares and 20,000,000 shares issued and outstanding as of March 31, 2012 and December 31, 2011

  200,000     200,000  

 Additional paid-in capital

  (143,848 )   (143,848 )

 Accumulated deficit

  (231,879 )   (181,287 )

Total Shareholders' Deficiency

  (175,727 )   (125,135 )

Total Liabilities and Shareholders’ Deficiency

$  1,150   $  1,233  

See accompanying notes to the financial statements.

- 2 -


TRESOR CORPORATION
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(IN U.S. DOLLARS)

 

  For the three months ended  

 

  March 31,  

 

  2012     2011  

 

  (Unaudited)     (Unaudited)  

 

           

Revenue

$  -   $  4,799  

 

           

Operating expenses

           

   Automobile expense

  -     1,223  

   Bank service charges

  83     20  

   Business promotion

  -     550  

   Contract labor

  -     360  

   Contributions

  -     50  

   Dues and subscriptions

  -     10  

   Loss on disposal of computers

  -     327  

   Postage

  -     196  

   Professional fees

  50,509     6,377  

   Repairs

  -     150  

   Supplies

  -     731  

   Telephone and utilities

  -     212  

Total operating expenses

  50,592     10,206  

Loss before income taxes

  (50,592 )   (5,407 )

Income tax expense

  -     -  

 

           

Net loss and comprehensive loss for the period

$  (50,592 ) $  (5,407 )

 

           

 

           

Loss per common share - basic and diluted

$  0.00   $  0.00  

 

           

Weighted average number of common shares outstanding

           

- basic and diluted

  20,000,000     5,884,711  

See accompanying notes to the financial statements.

- 3 -


TRESOR CORPORATION
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY 
FOR THE THREE MONTHS ENDED MARCH 31, 2012
(IN U.S. DOLLARS)
(UNAUDITED)

 

                          Total  

 

  Common stock     Additional     Accumulated     shareholders’  

 

  Number     Amount     Paid In Capital     Deficit     deficiency  

 

                             

Balance as of December 31, 2011

  20,000,000   $  200,000   $  (143,848 ) $  (181,287 ) $  (125,135 )

Net loss

  -     -     -     (50,592 )   (50,592 )

Comprehensive loss

                                                             

Balance as of March 31, 2012

  20,000,000     200,000   $  (143,848 ) $  (231,879 ) $  (175,727 )

See accompanying notes to the financial statements.

- 4 -


TRESOR CORPORATION
STATEMENTS OF CASH FLOWS
(IN U.S. DOLLARS)

 

  For the three months ended  

 

  March 31,    

 

  2012     2011  

 

  (Unaudited)     (Unaudited)  

Cash flows from operating activities :

           

Net loss

  (50,592 )   (5,407 )

Adjustments to reconcile net loss to net cash used in operating activities :

       

         Loss on disposal of computers

  -     327  

Change in operating assets and liabilities:

           

         Accrued expenses

  21,909     2,352  

Net cash used in operating activities

  (28,683 )   (2,728 )

 

           

Cash flows from financing activities :

           

Increase in shareholder’s loans

  28,600     2,377  

Net cash provided by financing activities

  28,600     2,377  

 

           

Cash flows from investing activities :

           

Repurchase of shares

  -     (385,000 )

Shares issued for cash

  -     385,000  

Net cash from investing activities

  -     -  

 

           

Net decrease in cash and cash equivalents

  (83 )   (351 )

Cash and cash equivalents at beginning of period

  1,233     351  

Cash and cash equivalents at end of period

  1,150     -  

See accompanying notes to the financial statements.

- 5 -


TRESOR CORPORATION
NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)
(STATED IN US DOLLARS)

(1)

ORGANIZATION AND NATURE OF BUSINESS

   

Tresor Corporation (“the Company”) was incorporated on November 3, 2004 in the State of Florida. The Company was in the business of real estate sales before the change in control of the Company in March 2011 which is disclosed in Note 4. The Company has no business operations as of March 31, 2012.

   
(2)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


  (a)

Basis of presentation

     
 

The accompanying financial statements (unaudited) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not include all of the information and footnotes required by generally accepted accounting principles for complete annual financial statements. In the opinion of the Company’s management, the financial statements present fairly the financial position of the Company as of March 31, 2012 and December 31, 2011, the results of operations  and comprehensive loss of the Company for the three months ended March 31, 2012 and 2011, changes in shareholders’ deficiency of the Company for the three months ended March 31, 2012, and cash flows of the Company for the three months ended March 31, 2012 and 2011. The adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. The financial statements and notes included in this report should be read in conjunction with the audited financial statements and notes for the year ended December 31, 2011. The results of operations for the three months ended March 31, 2012 are not necessarily indicative of the results to be expected for the full year ending December 31, 2012.

     
  (b)

Going concern and management’s plan

     
 

As of March 31, 2012, the Company had total shareholders’ deficiency of $175,727. The Company also suffered a loss of $50,592 for the three months ended March 31, 2012. The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company's business plans may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company's ability to continue as a going concern.

     
 

The ability of the Company to continue as a going concern is dependent on improving the Company's profitability and cash flow and securing additional financing, such as subsequent offerings of its common stock or debt financing. While the Company believes in the viability of its strategy to increase revenues and in its ability to raise additional funds, and believes that the actions being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurances to that effect. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

     
  (c)

Use of estimates

     
 

The preparation of the financial statements in conformity with U.S. GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Management believes that these estimates are reasonable; however, actual results could differ from those estimates. The Company bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

- 6 -



  (d)

Cash and cash equivalents

     
 

For purposes of the statements of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents.

     
  (e)

Revenue recognition

     
 

Revenue is recognized when it is probable that the economic benefits will flow to the Company and when the revenue can be measured reliably, on the following bases:


  i)

Sale of goods is recognized when substantial risk and reward in relationship to the ownership of the goods is transferred to the customers;

     
  ii)

Delivery of services is recognized when the transaction with the customers has been completed and accepted by the customers.


  (f)

Income taxes

     
 

The Company accounts for income taxes under FASB ASC Topic 740 "Income Taxes". Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be effective when the differences are expected to reverse.

     
 

Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operation in the period that includes the enactment date.

     
 

The Company adopted FASB ASC Topic 740, "Income Taxes", which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in the tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.

     
  (g)

Accounting pronouncements

     
 

The Financial Accounting Standards Board and other entities issued new or modifications to, or interpretations, of, existing accounting guidance during the reporting period. The Company has carefully considered the new pronouncements that altered generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

     
 

The Company has reviewed accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The management believes that the impending standards may have an impact on our future filings. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

     
 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.


(3)

SHAREHOLDER’S LOANS

   

Shareholder’s loans represent the amounts advanced by the controlling shareholder to the Company to fund various working capital needs. These loans are non-interest bearing and due on demand.

   
(4)

COMMON STOCK

   

On March 3, 2011, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Tresor Jewellery Group Limited, a BVI company, pursuant to which the Company agreed to sell an aggregate of 19,800,000 shares of Common Stock to Tresor Jewellery Group Limited for an aggregate purchase price of $385,000. In connection with the Securities Purchase Agreement, the Company entered into a repurchase agreement (the “Repurchase Agreement”) on March 10, 2011, pursuant to which the Company purchased and immediately cancelled 1,118,000 shares of Common Stock from Ms. Petie Maguire, the former-controlling shareholder of the Company, for a purchase price of $385,000, net of any outstanding liabilities of the Company as of the closing. As a result, the Company and Tresor consummated the sale of 19,800,000 shares of Common Stock on the same date.

- 7 -



As a result of the closing of the Securities Purchase Agreement and the Repurchase Agreement, Tresor Jewellery Group Limited holds 99% of the Company’s outstanding capital stock resulting in a change in control of the Company.

   
(5)

LOSS PER COMMON SHARE

   

The following data show the amounts used in computing loss per share and the weighted average number of shares for the three months ended March 31, 2012 and 2011.


      For the Three Months Ended  
      March 31,  
      2012     2011  
 

Numerator

           
 

Net loss

$ (50,592 $ (5,407 )
 

Denominator

           
 

Weighted average number of common shares outstanding used to calculate loss per share during the period

  20,000,000     5,884,711  
 

Loss per share - basic and diluted

  (0.00 )   (0.00 )

- 8 -


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

Note Regarding Forward Looking Statements

This quarterly report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward-looking statements which, by definition, involve risks and uncertainties. In particular, statements under the Section of Management's Discussion and Analysis of Financial Condition and Results of Operations contain forward-looking statements. We use words such as “anticipates,” “believes,” “plans,” “expects,” “future,” “intends,” and similar expressions to identify these forward-looking statements, and they include our future business plans and prospects; our ability to continue as a going concern and our ability to engage in any type of business in the future. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this quarterly report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us.

The following are factors that could cause actual results or events to differ materially from those anticipated include but are not limited to: general economic, financial and business conditions; changes in and compliance with governmental regulations; changes in tax laws; our ability to operate as a going concern; our ability to enter into one or more lines of business; changes in the lines of business we may enter into in the future; our ability to execute on one or more lines of business; our ability to raise capital in the future; the competitive landscape in any line of business we may pursue in the future; and the costs and effects of legal proceedings.

Use of Terms

Except as otherwise indicated by the context and for the purposes of this report only, references in this report to (i) “the Company,” “we,” “us,” or “our” are to Tresor Corporation, formerly known as “Good Earth Land Sales Company”, a Florida corporation; (ii) “Exchange Act” are to the Securities Exchange Act of 1934, as amended; (iii) “SEC” are to the Securities and Exchange Commission; (iv) “Securities Act” are to the Securities Act of 1933, as amended; and (v) “U.S. dollars,” “dollars” and “$” are to the legal currency of the United States.

Overview of Our Business

We are considered a shell company with no assets and/or capital and no material operations or income. We have no specific business plan or purpose over the next twelve months other than to acquire an operating business or assets of a company or companies, in one or both of the following sectors: (1) design, manufacturing and distribution of high-end jewelry in Asia (“Jewelry Products”) and (2) provision of member-only luxury goods and/or services, including but not limited to, high-end destinations vacationing services, to the Chinese high-net-worth clients of the affiliates of Tresor Jewellery Group Limited (“Tresor BVI”), a British Virgin Islands company controlled by Mr. Chu Pan Ou, our Chief Executive Officer, President and Treasurer (“Mr. Ou”) (“Lifestyle Management Services”).

On March 3, 2011, we entered into a securities purchase agreement (the “Purchase Agreement”) with Tresor BVI, pursuant to which, we sold an aggregate of 19,800,000 shares of our Common Stock to Tresor BVI for an aggregate purchase price of $385,000. The transaction contemplated by the Purchase Agreement closed on March 10, 2011. In connection with execution of the Purchase Agreement, there were changes to our management.

On March 10, 2011, we entered into and consummated the transactions contemplated by a repurchase agreement (the “Repurchase Agreement”) with Ms. Petie Maguire, our then President, Chief Executive Officer and sole director, pursuant to which we re-purchased 1,118,000 shares of common stock held by Ms. Maguire for an aggregate purchase price of $385,000, net any of our outstanding liabilities as of the closing. The consummation of the transactions contemplated by the Repurchase Agreement was a condition to the closing of the transactions contemplated by the Purchase Agreement.

- 9 -


As a result of the closing of the transactions contemplated under the Purchase Agreement and the Repurchase Agreement, Tresor BVI holds 99% of our outstanding capital stock resulting in a change of control of our company.

On June 6, 2011, we filed the Articles of Amendment to the Articles of Incorporation with the Florida Department of State to change our name from “Good Earth Land Sales Company” to “Tresor Corporation.”

Our ongoing expenses, including the costs associated with the preparation and filing of this report, have been paid for by advances from Tresor BVI. It is anticipated that we will require nominal capital to maintain our corporate viability. Additional necessary funds will most likely be provided by our shareholder(s) before we obtain significant outside financing to execute our business plans, although there is no agreement related to future advancement of funds and there is no assurance such funds will be obtained. Unless we are able to facilitate an acquisition of or merger with an operating business in one or both of the sectors of Jewelry Products and Lifestyle Management Services, there is substantial uncertainty with our ability to continue as a going concern.

Results of Operations

There is limited historical financial information about us upon which to base an evaluation of our performance as an operating corporation. We have not generated any profits and have generated losses.

For the three months ended March 31, 2012, we didn't derive any revenue and had a net loss of $50,592, as compared to revenues of $4,799 and a net loss of $5,407 for the same period in 2011. The decrease in revenues was attributable to [our cessation of operations in real estate sales.] In addition, our expenses increased primarily due to a significant increase in professional fees as a result of our incurring more accounting, professional and other fees in connection with our business and our public reporting obligations.

Liquidity and Capital Resources

We had $1,150 cash at March 31, 2012 compared to no cash at March 31, 2011. The cash utilized by operating activities during the period ended March 31, 2012 was $28,683 as compared to $2,728 during the period ended March 31, 2011. As of December 31, 2011, we had $1,233 cash. Operating expenses for the three months ended March 31, 2012 were $50,592, compared to $10,206 for the same period in 2011. Our operating expenses increased primarily due to a significant increase in professional fees as a result of our incurring more accounting, professional and other fees in connection with our business and our public reporting obligations.

Following the closing of the transactions contemplated under the Purchase Agreement, we ceased our real estate sales business. Feasibility studies and business planning are in process and we anticipate that we may identify the means for us to synergize with the current operations of the affiliates of Tresor BVI to enter into either the more mature sector of Jewelry Products, or the still emerging market of Lifestyle Management Services, or both of the above.

Our future financial success will be dependent on the success in the execution of our business plans. Such execution may take years to complete and future cash flows, if any, are impossible to predict at this time. The success of any of our future business plans is largely dependent on factors beyond our control, such as the availability of sufficient outside financing, the size of the high-net-worth class in Asia, especially in China, the number of available new clients and the supply of raw materials for the manufacturing of high-end jewelry.

We envision that we will execute our business plan by acquisitions of or merging with one or more companies in the sectors of Jewelry Products in Asia and/or Lifestyle Management Services in China in 2012. Under either business plan we may pursue, we anticipate we will offer products and/or services in industries that are not mature in certain areas in Asia, including China, and there is no guarantee that we will be able to obtain clients who have interest in our products and/or services. Our business is subject to risks inherent in starting a new company with limited capital resources, delays in the generation of revenues and possible cost overruns due to price and cost increases in supplies and products and/or services. In addition, we must obtain additional capital from equity and/or debt financing before we will be able to hire a management team. We anticipate we may need to buy equipment in connection with the execution of our business plans. We do not know the extent of the equipment need until we have located clients for our products. We recognize that additional capital will be required to execute our business plan. If financing is not available on satisfactory terms, or at all, we may be unable to execute our business plan. Equity financing, if available, would result in dilution of existing shareholders. In the event we are not able to obtain sufficient financing, we believe we would need to seek alternative methods to fund our business plans. Such methods may include a business combination through acquisition, merger, joint venture or strategic alliance. In addition, we will incur fees and expenses incident to our reporting and compliance obligations as a public company.

- 10 -


The total amount of funds necessary will vary depending on whether we elect to enter into one or both of the above business sectors.

A lack of funds could result in severe consequences to us, including among others:

 
  •  
  • failure to make timely filings with the SEC as required by the Exchange Act, which may also result in suspension of trading or quotation in our stock and could result in fines and penalties to us under the Exchange Act;
         
     
  •  
  • inability to enter into new business lines;
         
     
  •  
  • curtailing or eliminating our ability to locate and perform suitable analysis of potential acquisitions; and/or
         
     
  •  
  • inability to complete a desirable acquisition due to a lack of funds to pay expenses.

    Critical Accounting Policies

    Our discussion and analysis of our financial condition and results of operations, including the discussion of our liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

    The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Our intended business activities are dependent upon our ability to obtain financing in the form of debt and/or equity and ultimately to generate future profitable operational activity. We may look to secure additional funds through future debt or equity financings. Such funds may not be available or may not be available on reasonable terms.

    Competitive Factors

    The Jewelry Products sector in Asia is highly fragmented and the Lifestyle Management Services sector in China is just emerging. If we are able to enter into either or both of these business lines, we will be competing with many other international companies seeking to enter into these sectors in Asia and China. We will be among the small participants in these sectors. We will compete with other companies with established brands. While we believe there is a readily available market for the products and/or services that we may in the future offer, competition will make it difficult to secure clients. In the competitive sectors we would like to enter, we anticipate to be in direct competition with companies with greater financial resources, more experience and more employees than we have.

    Our primary method of competing will be utilizing our contacts developed by our President, Mr. Ou, as well as contacts from possible new management recruits. We will rely heavily on these personal relationships with potential clients to compete.

    Regulations

    The Jewelry Products sector in Asia and the sale of luxury goods in connection with provision of Lifestyle Management Services in China are both subject to certain import/export duties, taxes, quality control standards and permits requirements. We are also subject to local and county regulations regarding our business licenses, insurance, workers compensation insurance and any other specifics required by the governing bodies of different countries. We must comply with these government laws in order to operate our business. Complying with these rules will not adversely affect our operations. We intend to comply with such requirements when we commence to execute our business plans.

    - 11 -


    Employees

    We will continue to use the services of Mr. Ou for our professional services to clients. At present, we have no employees other than Mr. Ou.

    Off Balance Sheet Arrangements

    We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

    ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

    Not applicable.

    ITEM 4. CONTROLS AND PROCEDURES.

    (a) Evaluation of Disclosure Controls and Procedures

    We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, consisting of our Chief Executive Officer and Chief Financial Officer (same person), to allow timely decisions regarding required disclosure.

    As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2012. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of March 31, 2012 in part because we are a shell company without material operations/ assets or employees (other than our management).

    (b) Changes in Internal Control over Financial Reporting

    There have been no changes in our internal control over financial reporting during the first quarter of fiscal year 2012 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.

    From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

    ITEM 1A. RISK FACTORS.

    Not applicable.

    - 12 -


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

    None.

    ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

    None.

    ITEM 4. MINE SAFETY DISCLOSURES.

    Not applicable.

    ITEM 5. OTHER INFORMATION.

    None.

    ITEM 6. EXHIBITS.

    The following exhibits are filed as part of this report or incorporated by reference:

    Exhibit No. Description
       
    31.1 Certification of Principal Executive, Accounting and Financial Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
    32.1* Certification of Principal Executive, Accounting and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
    101** The following materials from Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Balance Sheets as of March 31, 2012 (unaudited) and , (ii) Statements of Operations for the Three Months Ended March 31, 2012 and 2011 (unaudited), (iii) Statements of Changes in Shareholders’ Deficiency and Comprehensive Loss for the Three Months Ended March 31, 2012 (unaudited); (iv) Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 (unaudited) and (iv) Notes to the Financial Statements.

    * In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 hereto is deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

    * *In accordance with Rule 406T of Regulation S-T, the information furnished in these exhibits will not be deemed "filed" for purposes of Section 18 of the Exchange Act. Such exhibits will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.

    - 13 -


    SIGNATURES

    In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    Date: May 9, 2012 TRESOR CORPORATION (f.k.a. GOOD EARTH LAND SALES COMPANY)
       
      By: /s/ Ou, Chu Pan
             Ou, Chu Pan, Chief Executive Officer, President and Treasurer  
             (Principal Executive, Accounting and Financial Officer)

    - 14 -


    Exhibit Index

    Exhibit No. Description
       
    31.1 Certification of Principal Executive, Accounting and Financial Officer pursuant to Rule 13a-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
       
    32.1* Certification of Principal Executive, Accounting and Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
       
    101** The following materials from Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Balance Sheets as of March 31, 2012 (unaudited) and , (ii) Statements of Operations for the Three Months Ended March 31, 2012 and 2011 (unaudited), (iii) Statements of Changes in Shareholders’ Deficiency and Comprehensive Loss for the Three Months Ended March 31, 2012 (unaudited); (iv) Statements of Cash Flows for the Three Months Ended March 31, 2012 and 2011 (unaudited) and (iv) Notes to the Financial Statements.

    * In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 hereto is deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

    * *In accordance with Rule 406T of Regulation S-T, the information furnished in these exhibits will not be deemed "filed" for purposes of Section 18 of the Exchange Act. Such exhibits will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act.


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