|• FORM 10-Q • EXHIBIT 31.1 • EXHIBIT 32.1 • XBRL INSTANCE DOCUMENT • XBRL TAXONOMY EXTENSION SCHEMA • XBRL TAXONOMY EXTENSION CALCULATION LINKBASE • XBRL TAXONOMY EXTENSION DEFINITION LINKBASE • XBRL TAXONOMY EXTENSION LABEL LINKBASE • XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE|
For the quarterly period ended: June 30, 2012
Commission File Number: 333-139220
Suite 1801, 18/F, Tower 1, Prosper Center, No. 5 Guanghua
+86 10 5907 3561
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.
See accompanying notes to the financial statements
See accompanying notes to the financial statements
See accompanying notes to the financial statements.
See accompanying notes to the financial statements.
The following data show the amounts used in computing loss per share and the weighted average number of shares for the three and six months ended June 30, 2012 and 2011.
ITEM 2. MANAGEMENTS 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 Managements 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 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.
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 six months ended June 30, 2012, we didnt derive any revenue and had a net loss of $70,248, as compared to revenues of $4,799 and a net loss of $42,039 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 $1,105 cash at June 30, 2012 compared to no cash at June 30, 2011. The cash utilized by operating activities during the period ended June 30, 2012 was $31,728 as compared to $9,416 during the period ended June 30, 2011. As of December 31, 2011, we had $1,233 cash. Operating expenses for the six months ended June 30, 2012 were $70,248, compared to $46,838 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.
The total amount of funds necessary will vary depending on whether we elect to enter into one or both of the above business
A lack of funds could result in severe consequences to us, including among others:
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.
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.
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.
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.
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 SECs 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 June 30, 2012. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of June 30, 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.
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 effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS.
There have been no material changes from the risk factors disclosed in the Risk Factors section of our Annual Report on Form 10-K filed with the SEC on March 27, 2012.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
ITEM 4. MINE SAFETY DISCLOSURES.
ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS.
The following exhibits are filed as part of this report or incorporated by reference:
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: August 10, 2012
TRESOR CORPORATION (f.k.a. GOOD EARTH LAND SALES COMPANY)
By: /s/ Chu Pan Ou