UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 20-F/A

Amendment #1





|[  ] | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | ----------------------------------------------------------------------------------------------



|OR 
|---
|[X]



|OR  
|----
|[  ]



|OR  
|----
|[  ]





Commission file number 000-31204



Golden Goliath Resources Ltd.

(Exact name of Registrant as specified in its charter)



British Columbia, Canada

(Jurisdiction of incorporation or organization)



675 West Hastings Street, #711, Vancouver, British Columbia  Canada  V6B 1N2

(Address of principal executive offices)



J. Paul Sorbara:: 604-682-2950; jps@goldengoliath.com; 675 West Hastings St. #711, Vancouver, BC  V6B 1N2

(Name, Telephone, E-mail and/or Facsimile and Address of Company Contact Person)



Securities to be registered pursuant to Section 12(b) of the Act:  None



Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)





|Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: | None
|------------------------------------------------------------------------------------------ | ----



|Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. | 60,934,037
|---------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------



|Indicate by check mark if the registrant is a well-known, seasoned issuer, as defined in Rule 405 of the Securities Act. | Yes [  ] | No [X]
|------------------------------------------------------------------------------------------------------------------------ | -------- | ------



|If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. | Yes [  ] | No [X]
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | ------



|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 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 ninety days | Yes [X] | No [  ]
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | -------



|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer:
|-----------------------------------------------------------------------------------------------------------------------------
|(Check one)   Large accelerated filer [ ]      Accelerated filer [ ]                                                         



|Indicate by check mark which basis of accounting registrant has used to prepare financial statements included in this filing:
|-----------------------------------------------------------------------------------------------------------------------------
|U.S. GAAP [ ]    International Financial Reporting Standards as issued by International Accounting Standards Board  [ ]      



|If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: | Item 17 [X] | Item 18 [  ]
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | ------------



|If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes [  ] | No [X]
|--------------------------------------------------------------------------------------------------------------------------------------------- | -------- | ------





Page 1 of 88

Index to Exhibits on Page 60





.



GOLDEN GOLIATH RESOURCES LTD.



FORM 20-F ANNUAL REPORT

AMENDMENT #1

FISCAL 2008 ENDEDAUGUST 31, 2008





TABLE OF CONTENTS



|Part I  |                                                            | Page
|------- | ---------------------------------------------------------- | ----
|        | Introduction                                               | 3   
|Item 1  | Identity of Directors, Senior Management and Advisors      | 4   
|Item 2  | Offer Statistics and Expected Timetable                    | 4   
|Item 3  | Key Information                                            | 4   
|Item 4  | Information on the Company                                 | 11  
|Item 5  | Operating and Financial Review and Prospects               | 33  
|Item 6  | Directors, Senior Management and Employees                 | 39  
|Item 7  | Major Shareholders and Related Party Transactions          | 50  
|Item 8  | Financial Information                                      | 52  
|Item 9  | The Offer and Listing                                      | 52  
|Item 10 | Additional Information                                     | 55  
|Item 11 | Quantitative and Qualitative Disclosures About Market Risk | 57  
|Item 12 | Description of Securities Other Than Equity Securities     | 58  



|Part II  |                                                                              |   
|-------- | ---------------------------------------------------------------------------- | --
|Item 13  | Defaults, Dividend Arrearages and Delinquencies                              | 58
|Item 14  | Material Modifications to the Rights of Security Holders and Use of Proceeds | 58
|Item 15  | Controls and Procedures                                                      | 58
|Item 16  | Reserved                                                                     | 60
|Item 16A | Audit Committee Financial Expert                                             | 60
|Item 16B | Code of Ethics                                                               | 60
|Item 16C | Principal Accountant Fees and Services                                       | 60
|Item 16D | Exemptions from the Listing Standards for Audit Committee                    | 60
|Item 16E | Purchases of Equity Securities by the Company and Affiliated Purchasers      | 60



|Part III |                      |   
|-------- | -------------------- | --
|Item 17  | Financial Statements | 61
|Item 18  | Financial Statements | 61
|Item 19  | Exhibits             | 61







2







INTRODUCTION

Golden Goliath Resources Ltd. is organized under the British Columbia Business Corporations Act.  In this Annual Report, the Company, Golden Goliath, we, our and us refer to Golden Goliath Resources Ltd. and its subsidiaries (unless the context otherwise requires).  We refer you to the actual corporate documents for more complete information than may be contained in this Annual Report.  Our principal corporate offices are located at 675 West Hastings Street, #711, Vancouver, British Columbia, Canada  V6B 1N2.  Our telephone number is 604-682-2950.



We file reports and other information with the Securities and Exchange Commission located at 100 F Street NE, Washington, D.C. 20549; you may obtain copies of our filings with the SEC by accessing their website located at www.sec.gov.  Further, we file reports under Canadian regulatory requirements on SEDAR; you may access our reports filed on SEDAR by accessing their website at www.sedar.com.



BUSINESS OF GOLDEN GOLIATH RESOURCES LTD.

Golden Goliath Resources Ltd. is principally a mineral company engaged in the acquisition and exploration of mineral properties.



There are no known proven reserves of minerals on Golden Goliaths properties.  Golden Goliath does not have any commercially producing mines or sites, nor is Golden Goliath in the process of developing any commercial mines or sites.  Golden Goliath has not reported any revenue from operations since incorporation.  As such, Golden Goliath is defined as an exploration-stage company.  The Company is well capitalized with over $1.4 million in working capital at 11/30/2008 to fund the current exploration program, estimated at $0.5 million for Fiscal 2009.



FINANCIAL AND OTHER INFORMATION

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$ or $).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).



FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward-looking statements.



Forward-looking statements and information can generally be identified by the use of forward-looking terminology or words, such as, predict, designed, potential, promote, become, developing, vision, plans, expects, anticipates, believes, intends, conducting estimates, to be, being, projects, hopefully, possibly, develop, contemplated, hypothesizes, pursue, likely, future, 2008, opportunities, going forward, next, and similar expressions or variations thereon, or statements that events, conditions or results can, might will, shall, may, must would, could, or should occur or be achieved and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends.  Forward-looking statements are based on management's current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.  Actual outcomes and results may differ materially from these expectations/assumptions due to changes in global political, economic, business, competitive, market, regulatory and other factors.  We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.



These factors include, but are not limited to, the fact that the Company is early in its development and will need additional financing to develop its products, which factors are set forth in more detail in the sections entitled Risk Factors in Item #3D, Business Overview in ITEM #4B, and Operating and Financial Review and Prospects at ITEM #5.





3





PART I



ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

--- Not Applicable ---



ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE.

--- No Disclosure Necessary ---



ITEM 3.  KEY INFORMATION.



3.A.1.  Selected Financial Data

3.A.2.  Selected Financial Data

The selected financial data of the Company for Fiscal 2008/2007/2006 ended August 31st was derived from the consolidated financial statements of the Company that were audited by Morgan & Company, independent Chartered Accountants, as indicated in their audit report which is included elsewhere in this Annual Report.



The Companys consolidated financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the consolidated financial statements.



The consolidated financial statements are the responsibility of the Companys management.  The auditors responsibility is to express an opinion on the consolidated financial statements based on their audit.



The auditors conducted their audits in accordance with United States and Canadian generally accepted auditing standards, and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that the auditor plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  The auditors report states that they believe that their audits provided a reasonable basis for their opinion.



The selected financial data should be read in conjunction with the consolidated financial statements and other financial information included elsewhere in the Annual Report.



The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain all available funds for use in its operations and the expansion of its business.







4







|Table No. 1            
|-----------------------
|Selected Financial Data



|                                                                                                                                                                                                                                                                                                                                                                                     | Year         | Year         | Year         | Year         | Year        
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------ | ------------ | ------------ | ------------ | ------------
|                                                                                                                                                                                                                                                                                                                                                                                     | Ended        | Ended        | Ended        | Ended        | Ended       
|                                                                                                                                                                                                                                                                                                                                                                                     | 8/31/2008    | 8/31/2007    | 8/31/2006    | 8/31/2005    | 8/31/2004   
|Canadian GAAP                                                                                                                                                                                                                                                                                                                                                                        |              |              |              |              |             
|Sales Revenue                                                                                                                                                                                                                                                                                                                                                                        | $0           | $0           | $0           | $0           | $0          
|Operating Income (Loss)                                                                                                                                                                                                                                                                                                                                                              | ($821,077)   | ($1,035,556) | ($1,136,374) | ($1,072,936) | ($1,636,189)
|Net Income (Loss)                                                                                                                                                                                                                                                                                                                                                                    | ($821,077)   | ($1,035,556) | ($1,136,374) | ($1,072,936) | ($1,631,004)
|Basic/Diluted (Loss) Per Share                                                                                                                                                                                                                                                                                                                                                       | ($0.01)      | ($0.02)      | ($0.03)      | ($0.03)      | ($0.05)     
|Dividends Per Share                                                                                                                                                                                                                                                                                                                                                                  | $0           | $0           | $0           | $0           | $0          
|Weighted Avg. Shares O/S                                                                                                                                                                                                                                                                                                                                                             | 60,875,845   | 49,092,397   | 39,937,319   | 37,242,902   | 30,596,312  
|Period-End Shares O/S                                                                                                                                                                                                                                                                                                                                                                | 60,934,037   | 60,754,037   | 42,283,561   | 37,246,311   | 37,235,200  
|Working Capital                                                                                                                                                                                                                                                                                                                                                                      | $2,427,739   | $7,058,037   | $1,677,930   | $1,068,911   | $1,988,129  
|Mineral Property Interests                                                                                                                                                                                                                                                                                                                                                           | $7,784,381   | $3,763,023   | $2,973,452   | $2,306,953   | $2,348,693  
|Long-Term Debt                                                                                                                                                                                                                                                                                                                                                                       | $46,000      | $37,000      | $0           | $0           | $0          
|Shareholders Equity                                                                                                                                                                                                                                                                                                                                                                 | $10,295,018  | $10,948,315  | $4,738,854   | $3,421,196   | $4,364,267  
|Total Assets                                                                                                                                                                                                                                                                                                                                                                         | $10,795,721  | $11,249,718  | $4,661,003   | $3,462,681   | $4,409,139  
|US GAAP                                                                                                                                                                                                                                                                                                                                                                              |              |              |              |              |             
|Net Income (Loss)(1)                                                                                                                                                                                                                                                                                                                                                                 | ($4,858,895) | ($1,787,253) | ($1,782,239) | ($1,034,276) |             
|Net Income (Loss) Per Share                                                                                                                                                                                                                                                                                                                                                          | ($0.08)      | ($0.04)      | ($0.04)      | ($0.03)      |             
|Mineral Property Interests                                                                                                                                                                                                                                                                                                                                                           | $0           | $0           | $0           |              |             
|Shareholders Equity                                                                                                                                                                                                                                                                                                                                                                 | $2,510,637   | $7,185,292   | $1,687,551   |              |             
|Total Assets                                                                                                                                                                                                                                                                                                                                                                         | $3,011,340   | $7,486,695   | $1,765,402   |              |             
|(1) FY2007 and FY2006 results restated during Fiscal 2008.
(2) Cumulative Net Loss to 8/31/2008 under USGAAP was ($18,134,823).
(3) Under SEC interpretation of US GAAP, exploration costs related to exploration-stage
properties are expensed in the period incurred.
(4) Certain of the comparative figures have been reclassified to conform to the current
years presentation.







5







3.A.3.  Exchange Rates

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).



The following table sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent fiscal periods ended August 31st, the average rates for the period, and the range of high and low rates for the period.  The data for each month during the previous six months are also provided.



For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.



Table No. 2

U.S. Dollar/Canadian Dollar



|                            | Average | High | Low  | Close
|--------------------------- | ------- | ---- | ---- | -----
|January 2009                |         | 1.28 | 1.18 | 1.24 
|December 2008               |         | 1.30 | 1.20 | 1.22 
|November 2008               |         | 1.29 | 1.15 | 1.24 
|October 2008                |         | 1.27 | 1.06 | 1.22 
|September 2008              |         | 1.08 | 1.03 | 1.06 
|August 2008                 |         | 1.07 | 1.03 | 1.06 
|Fiscal Year Ended 8/31/2008 | 1.00    | 1.07 | 0.92 | 1.06 
|Fiscal Year Ended 8/31/2007 | 1.17    | 1.19 | 1.04 | 1.06 
|Fiscal Year Ended 8/31/2006 | 1.15    | 1.20 | 1.10 | 1.12 
|Fiscal Year Ended 8/31/2005 | 1.23    | 1.31 | 1.18 | 1.19 
|Fiscal Year Ended 8/31/2004 | 1.30    | 1.39 | 1.27 | 1.31 





3.B.  Capitalization and Indebtedness

--- Not Applicable ---



3.C.  Reasons For The Offer And Use Of Proceeds

--- No Disclosure Necessary ---







6





3.D.  RISK FACTORS



In addition to the other information presented in this Annual Report, the following should be considered carefully in evaluating the Company and its business.  This Annual Report contains forward-looking statements that involve risks and uncertainties.  The Company's actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include those discussed below and elsewhere in this Annual Report.



Risks Pertaining to Golden Goliath

Cumulative Unsuccessful Exploration Efforts By Golden Goliath Personnel Could Result In the Company Having to Cease Operations:

The expenditures to be made by Golden Goliath in the exploration of its properties as described herein may not result in discoveries of mineralized material in commercial quantities.  Most exploration projects do not result in the discovery of commercially mineable ore deposits and this occurrence could ultimately result in Golden Goliath having to cease operations. Management feels that if exploration efforts were unsuccessful for a period of ten years, the Company would cease operations. If that were the case, investors would lose their entire investment in the Company.

Golden Goliath Has No Reserves on the Properties in Which It Has an Interest and If Reserves Are Not Defined the Company Could Have to Cease Operations:

The properties in which Golden Goliath has an interest or the concessions in which Golden Goliath has the right to earn an interest are in the exploratory stage only and are without a known body of ore.  If Golden Goliath does not ultimately find a body of ore, it would have to cease operations. As stated above, management believes that if reserves were not defined on any of the properties on which Golden Goliath has an interest after a period of ten years, the Company would cease operations.  If that were the case, investors would lose their entire investment in the Company.

Golden Goliath Has Minimal Positive Cash Flow and No Recent History of Significant Earnings and Is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations. Public distributions of capital result in dilution to existing shareholders:

None of Golden Goliaths properties have advanced to the commercial production stage and Golden Goliath has no history of earnings or positive cash flow from operations.  Golden Goliath does not know if it will ever generate material revenue from mining operations or if it will ever achieve self-sustaining commercial mining operations. Historically, the only source of funds available to Golden Goliath has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders.



Golden Goliath currently has 5,850,000 share purchase options outstanding and 18,352,726 share purchase warrants outstanding.  If all of the share purchase warrants and share purchase options were exercised, the number of common shares issued and outstanding would increase from 60,934,037 (as of 1/31/2009) to 85,136,763.  This represents a potential increase of 40% in the number of shares issued and outstanding and would result in dilution to current shareholders.





7





Dilution Through Employee/Director/Consultant Options Could Adversely Affect Golden Goliaths Stockholders

Because the success of Golden Goliath is highly dependent upon its respective employees, the Company has granted to some or all of its key employees, Directors and consultants options to purchase common shares as non-cash incentives.  To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted.  There are currently 5,850,000 share purchase options outstanding, which, if exercised, would result in an additional 5,850,000 common shares being issued and outstanding. (For a breakdown of dilution, refer to the risk factor entitled: Golden Goliath Has Minimal Positive Cash Flow and No Recent History of Significant Earnings and Is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations. Public distributions of capital will result in dilution to existing shareholders).

The Amount of Capital Necessary to Meet All Environmental Regulations Associated with the Exploration Programs of Golden Goliath Could Be In An Amount Great Enough to Force Golden Goliath to Cease Operations:

The current and anticipated future operations of Golden Goliath, including further exploration activities require permits from various Federal and State governmental authorities in Mexico.  Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, mine safety and other matters.  Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on the Company and cause increases in capital expenditures which could result in a cessation of operations by the Company.



Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in resource exploration may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations.



Large increases in capital expenditures resulting from any of the above factors could force Golden Goliath to cease operations.  If that were the case, investors would lose their entire investment in the Company.

The Risks Associated with Penny Stock Classification Could Affect the Marketability of the Common Stock of Golden Goliath and Shareholders Could Find It Difficult to Sell Their Stock:

Golden Goliaths stock is subject to penny stock rules as defined in 1934 Securities and Exchange Act rule 3a51-1.  The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Golden Goliaths common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities.  Penny stocks generally are equity securities with a price of less than US$5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).







8







The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customers account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation.



In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Companys common shares in the United States and shareholders may find it more difficult to sell their shares.

Golden Goliath is Dependent on Key Personnel and the Absence of Any of These Individuals Could Result in the Company Having to Cease Operations:

While engaged in the business of exploring mineral properties, the nature of Golden Goliaths business, its ability to continue its exploration of potential exploration projects, and to develop a competitive edge in the marketplace, depends, in large part, on its ability to attract and maintain qualified key management personnel.  Competition for such personnel is intense and the Company may not be able to attract and retain such personnel.  Golden Goliaths growth will depend, on the efforts of its Senior Management, particularly its: President/Director, J. Paul Sorbara; its CFO/Corporate Secretary, Stephen Pearce; Daniel Fermandez, a Director and Manager of a wholly-owned subsidiary, Minera Delta S.A. de C.V.

U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against Us or Our Directors, Controlling Persons and Officers:

It may be difficult to bring and enforce suits against Golden Goliath.  Golden Goliath is a corporation incorporated in the province of British Columbia under the British ColumbiaBusiness Corporations Act.  A substantial portion of Golden Goliaths assets are located outside of the United States, predominately in Mexico and Canada.  As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them.  In addition, a shareholder should not assume that the courts of Canada, (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States.



However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided that they are in compliance with applicable Canadian legislation regarding the limitation of actions.  Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example:







9







a)

where the U.S. court where the judgment was rendered had no jurisdiction according to applicable Canadian law;

b)

the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;

c)

the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure;

d)

a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court;

e)

the outcome of the judgment of the U.S. court was inconsistent with Canadian public policy;

f)

the judgment enforces obligations arising from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government; or

g)

there has not been compliance with applicable Canadian law dealing with the limitation of actions.

As a foreign private issuer, Golden Goliath is exempt from the Section 14 proxy rules and Section 16 of the 1934 Securities Act. This could result in shareholders having less complete and timely Data

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.



Risks Pertaining to the Industry

Mineral Prices May Not Support Corporate Profit for Golden Goliath:

The resource exploration industry is intensely competitive and even if commercial quantities of mineral resources are developed (which is not guaranteed), a profitable market may not exist for the sale.  If a profitable market does not exist, Golden Goliath could have to cease operations.

Operating Hazards and Risks Associated with the Exploration-stage Mining Industry Could Result in Golden Goliath Having to Cease Operations:

Resource exploration activities generally involve a high degree of risk.  Hazards such as unusual or unexpected formations and other conditions are involved.  Operations in which Golden Goliath has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration for precious and base metals, any of which could result in work stoppages, damage to or destruction of exploration facilities, damage to life and property, environmental damage and legal liability for any or all damage.  Golden Goliath may become subject to liability for cave-ins and other hazards for which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Companys perception of the relevant risks.  The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration activities and could force Golden Goliath to cease operations.







10





ITEM 4.  INFORMATION ON THE COMPANY



4.A. History and Progress of the Company



Introduction

Golden Goliath s executive office is located at:

Suite 711, 675 West Hastings Street

Vancouver, British Columbia, Canada  V6B 1N2

Telephone: 604-682-2950

Facsimile: 604-685-3764

Website: www.goldengoliath.com

Email: jps@goldengoliath.com



The contact person is: Mr. J. Paul Sorbara, President/Director.



Golden Goliaths fiscal year ends August 31st.



Golden Goliaths common shares trade on the TSX Venture Exchange under the symbol: GNG.  The common shares also trade in Europe on the Berlin Stock Exchange, the Frankfurt Stock Exchange, the Munich Stock Exchange, and the XETRA Exchange.



The authorized capital of Golden Goliath consists of an unlimited number of common shares without par value. At 8/31/2008, the end of the most recent fiscal year, there were 60,934,037 common shares issued and outstanding; and at 1/31/2009 there were 60,934,037 common shares issued and outstanding



In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).





Incorporation and Name Changes

The Company was incorporated in British Columbia under the Company Act(British Columbia) on 6/12/1996 by Certificate of Incorporation under the name 521858 B.C. Ltd. and was granted a certificate of change of name on 9/10/1998 under the name of Golden Goliath Resources Ltd.





Financings

The Company has financed its operations through funds raised public/private placements of common shares.  Also shares have been issued upon exercise of options and warrants; and as agent commissions.  Refer to ITEM #10.A.6 for additional information.



|Fiscal Year | Nature of Share Issuance   | Number of Securities | Net Amount
|----------- | -------------------------- | -------------------- | ----------
|Fiscal 2009 | None to Date               |                      |           
|Fiscal 2008 | None                       |                      |           
|Fiscal 2007 | Private Placement of Units | 16,618,000           | $6,647,200
|Fiscal 2006 | Private Placement of Units | 4,000,000            | $1,400,000
|Fiscal 2004 | Private Placement of Units | 1,200,000            | $540,000  
|Fiscal 2004 | Private Placement of Units | 200,000              | $40,000   







11





Capital Expenditures



|Fiscal Year | Capital Expenditures | Purpose                      
|----------- | -------------------- | -----------------------------
|Fiscal 2008 | $3,566,852           | Mineral Property Expenditures
|Fiscal 2008 | $0                   | Property Exploration Advances
|Fiscal 2008 | $54,314              | Purchase of Capital Assets   
|Fiscal 2007 | $579,748             | Mineral Property Expenditures
|Fiscal 2007 | $90,146              | Property Exploration Advances
|Fiscal 2007 | $28,353              | Purchase of Capital Assets   
|Fiscal 2006 | $659,591             | Mineral Property Expenditures
|Fiscal 2006 | $22,245              | Purchase of Capital Assets   
|Fiscal 2005 | $448,271             | Mineral Property Expenditures
|Fiscal 2005 | $20,636              | Purchase of Capital Assets   





Plan Of Operations



Source of Funds for Fiscal 2009 Ending 8/31/2009

The Companys primary source of funds since incorporation has been through the issuance of equity.  As of 11/30/2008, the Company had working capital of $1.4 million.



Use of Funds for Fiscal 2009 Ending 8/31/2009

During Fiscal 2009, the Company estimates that it might expend approximately $0.5 million on general/administrative, investor-relations expenses, etc. During Fiscal 2009, the Company estimates that it might expend approximately $0.5 million on property exploration/development.



Anticipated Changes to Facilities/Employees

The Company has no current plans to add any additional personnel.  Management anticipates that any additional property exploration efforts will be carried out by outside contractors.





United States vs. Foreign Sales

The Company has recorded no sales since incorporation.



At 8/31/2008, $8,031,503 in assets were located in Mexico, primarily mineral properties and $2,764,218 in assets were located in Canada, primarily current assets.



At 8/31/2007, $4,002,328 in assets were located in Mexico, primarily mineral properties and $7,247,390 in assets were located in Canada, primarily current assets.





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4.B.  BUSINESS OVERVIEW



Corporate Overview

Golden Goliath Resources Ltd. is a junior exploration company listed on the TSX Venture Exchange (symbol GNG).  The Company is focused on exploring and developing the gold and silver potential of an historic mining camp located in the Sierra Madre Occidental Mountains of northwestern Mexico.  The Uruachic mining camp lies directly in the center of the several-hundred-kilometer trend of important past producers and new discoveries that characterize the Sierra Madre Occidental.  Uniquely, Golden Goliath controls an entire old mining camp, or district, that covers an area of 15-kilometers by 25-kilometers, with numerous past-producing gold and silver mines dating back to the time of the Spaniards.  Golden Goliaths Uruachic claims are owned 100% by the Company and are fully paid for with no property option or purchase payments to make.



Golden Goliath also owns two other significant properties outside of the Uruachic Camp.



One of these is a silver property called La Cruz, which is located on the eastern edge of the Sierra Madre Belt.   La Cruz has several old mine workings and extensive old dumps, attesting to considerable past production.  However the property has been inactive for at least 75 years and there are no available records of production or previous exploration drilling.  La Cruz gained the attention of well-known international silver producer, Pan American Silver, and in September 2007, Golden Goliath signed an Option and Joint Venture Agreement with Pan Americans Mexican subsidiary.  Under the terms of the option agreement, Pan American Silver Corps Mexican subsidiary, Minera Corner Bay S.A. de C.V., has the right to earn a 60% interest in La Cruz by making cash payments totaling US$300,000 and spending US$450,000 on the property over a period of three years.  The property will consist of: the Companys La Cruz property; additional ground staked around the La Cruz property; and the La Cruzada property for which Pan Americans subsidiary already has an option.  Golden Goliath will be responsible for 25% of the costs associated with La Cruzada.  Upon Minera Corner Bay exercising its option, a 60/40 joint venture would proceed on the La Cruz and newly staked grounds, with Pan American having the right to earn an additional 15% by completing a feasibility study.  With Pan American taking the reins at La Cruz, the Company is free to continue focusing the majority of its attention and resources on Uruachic Camp properties, where a major drilling program is underway with four drill rigs currently at work.



The other exploration property that Golden Goliath owns is called Chamizal.  This property differs from the others in that it is a lead, zinc, silver target and it lies outside of the Sierra Madre in central Chihuahua State.  This region hosts two lead, zinc, silver mines called Santa Eulalia and Naica.  Together these two deposits have produced 60 million tonnes of ore grading 15% combined lead-zinc and 150 grams silver per tonne.  At current metal prices that represents about US$6 billion.  The Chamizal Property is hosted in the same geological formation aas the Santa Eulalia and Naica and also has the same style of alteration.  Chamizal also has old workings that were used to produce lead, zinc and silver, and as in Uruachic, these workings have never been drilled.







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Figure No. 1

Mineral Property Location Map



[gg20f2008amend1001.jpg]



In May 2007, Golden Goliath entered into an option agreement with Comstock Capital Corp. on Golden Goliaths Corona and Chamizal properties.  Under the terms of the agreement Comstock Capital has the right to earn a 60% interest in the properties.  To exercise the El Chamizal Option, Comstock Capital shall spend $200,000 in work expenditures on the El Chamizal Property over a period of three years or less and also issue a total of 150,000 of its shares to Golden Goliath once that company goes public over three years: 25,000 shares to be issued on listing on a stock exchange; 50,000 shares on the date which is 12 months after the date of listing; and 75,000 shares on the date which is 24 months after listing.  Once Comstock Capital has earned its interest a joint venture will be formed.







14







Fiscal 2008 Property Acquisition and Exploration



First Quarter: During September, October and November 2007, diamond drilling continued on the San Timoteo and La Reforma properties.  For most of this time two drills were working on each property.  Assay results were very slow in coming, and the results of drilling during this period were not available for release until January 2008.  With the drills themselves, there were no technical problems and core recovery was excellent.



The drill holes were collared in topographically high areas above the old San Martin mine on the San Timoteo property.  Drill holes ST-DD-07-4 & 8 were both drilled into the San Martin structure, 173 vertical meters above the main old San Martin Mine tunnel.  The old San Martin Mine ore was mined from a structure that was 800 meters long and 2.2 meters wide.  The San Martin Mine tunnel was developed at the lowest adit level and has not yet been drill tested below that level.  The high grade, near surface intercepts may be related to a larger polymetallic (Pb,Zn,Ag) vein system which displays dilational fissure and subsidiary vein arrays as mineralization controls.  These veins are typically galena-sphalerite dominant and multi-directional.  Metal zonation in polymetallic vein systems may be complicated by repeated activity and telescoping.  Dilatant structural environments may result in telescoping outwards of vein systems to form at considerable distances from intrusion metal sources.  Higher-grade mineralization commonly occurs within shoots along through-going structures.  Some of the deeper drill holes were planned to go under the 150-meter chargeability high and have intersected up to 200-meter-wide zones with sphalerite, galena and other sulphides.  Some of these holes were drilled into a porphyryitic dacite body with disseminated sulphides including galena, sphalerite and chalcopyrite, and others cut andesitic volcanics in contact with the intrusive.  The andesitic rocks include wide sections containing veins of massive galena and sphalerite, with blebs of chalcopyrite.  The system is strengthening with depth.  Drill hole ST-DD-07-10a was drilled to a depth of 505 meters, which was the maximum extent of the available drill rods.  The hole had to be stopped in strengthening mineralization, with polymetallic veins up to a centimeter wide hosted in andesitic volcanics adjacent to an intrusive dacite porphyry.



The Company started on an extension of the existing access road in order to drill from a lower topographic level and thereby continue testing this mineralization.  Additional drill rods have now been obtained by the drilling contractor, allowing for longer holes, over 600 meters.



An IP geophysical survey is planned for February 2008 on the San Timoteo II claim in order to overlap the old data and extend depth penetration in this important area.  The road will be continued to the nearby mouth of the San Martin adit, which will then also allow drilling the down dip extension of that high-grade structure.



The San Martin mine mineralization may be related to the deeper polymetallic system as well as the near surface results in Holes #4 and #8.  The Company believes that a large porphyry-type system may underlie the near surface gold and silver mineralization at San Timoteo.  The intrusive dacitic porphyry is mineralized as are the adjacent volcanic rocks.  Evidence seen in the core indicates that there were several episodes on mineralization and veining.  This porphyry system, which already has a possible strike length of 1,200 meters, has a large tonnage potential.



Drill holes ST-DD-07-10, 10a, 11, 12, 13, 17, 18 have been drilled and sampled.  Drill holes ST-DD-07-01, 02, 03, all of which were short holes, had no significant values to report.  Drill holes ST-DD-05, 07-09, 09B had no significant values to report.





15





On the La Reforma Property a series of shorter holes have tested the north central area of the property known as Pats Knob, as well as most of the Dickite Zone, without significant results.  Preliminary drilling of a chargeability-high on the east side of La Reforma Property was underway in Winter 2007 and was yielding core with similar disseminated sulphide mineralization.  This site is about 2.5 kilometers west of the San Timoteo drilling with similar looking mineralization.



During the months of September, October and November, little work was performed by the Company on its other properties.  Comstock Capital started work in November on the Corona property, which it optioned from the Company.  In addition, the Company signed an option agreement on its La Cruz property with Pan American Silvers Mexican subsidiary in September 2007.





Second Quarter.  The Company has been conducting a program of exploratory   In March 2008, this program was expanded to include the Las Bolas property with most of this drilling taking place in third/fourth fiscal quarters of 2008.



During the months of December, January and February diamond drilling continued on the San Timoteo and La Reforma properties with two drills on San Timoteo and one drill on Reforma.  Assay results were very slow in coming during 2007, and the results of drilling during November 2008 and December 2008 and results were not available for release until January 2008.  In January 2008, the Company switched to a new lab for assays in order to get results more quickly.



The holes on the San Timoteo and La Reforma properties were collared in topographically high areas above the old San Martin mine on the San Timoteo property.  Drill holes ST-DD-07-4 & 8 were both drilled into the San Martin structure, 173 vertical meters above the main San Martin mine tunnel.  The San Martin mine tunnel was developed at the lowest adit level and has not yet been drill tested below that level.



The high grade, near surface intercepts may be related to a larger polymetallic (Pb,Zn,Ag) vein system  which displays dilational fissure and subsidiary vein arrays as mineralization controls.  These veins are typically galena-sphalerite dominant and multi-directional.  Metal zonation in polymetallic vein systems may be complicated by repeated activity and telescoping.  Dilatant structural environments may result in telescoping outwards of vein systems to form at considerable distances from intrusion metal sources.  Higher-grade mineralization commonly occurs within shoots along through-going structures.



Some of the deeper drill holes were planned to go under the 150-meter chargeability high and have intersected up to 200-meter-wide zones with sphalerite, galena and other sulphides.  Some of these holes were drilled into a porphyryitic dacite body with disseminated sulphides including galena, sphalerite and chalcopyrite, and others cut andesitic volcanics in contact with the intrusive.  The andesitic rocks include wide sections containing veins of massive galena and sphalerite, with blebs of chalcopyrite. The system is strengthening with depth.  Drill hole ST-DD-07-10a was drilled to a depth of 505 meters, which was the maximum extent of the available drill rods.  The hole had to be stopped in strengthening mineralization, with polymetallic veins up to a centimeter wide hosted in andesitic volcanics adjacent to an intrusive dacite porphyry.  The Company has started on an extension of the existing access road in order to drill from a lower topographic level and thereby continue testing this mineralization.  Additional drill rods have now been obtained by the drilling contractor, allowing for longer holes, over 600 meters.





16





An IP geophysical survey was planned for February 2008 on the San Timoteo II claim in order to overlap the old data and extend depth penetration in this important area.  This survey was delayed and actually started in late March.



The drill road network on San Timoteo was continued to the nearby mouth of the San Martin adit, in order to allow for drilling the extension of mineralization seen in Hole ST-DD-07-10a and to test beneath the old San Martin mine.



The San Martin mine mineralization may be related to the deeper polymetallic system as well as the near surface results in holes #4 and #8.  The Company believes that a large porphyry-type system may underlie the near surface gold and silver mineralization at San Timoteo.  The intrusive dacitic porphyry is mineralized as are the adjacent volcanic rocks.  Evidence seen in the core indicates that there were several episodes on mineralization and veining.  So far results have indicated that the intrusive porphyry and the polymetallic veining are of relatively low grade.



On the La Reforma property a series of shorter holes have tested the north central area of the property known as Pats Knob, as well as most of the Dickite Zone, without significant results.  Preliminary drilling of a chargeability high on the east side of La Reforma property yeilded core with similar disseminated sulphide mineralization, but of low grade.



In the southeast portion of La Reforma, an area referred to as the Red Ridge, three drill holes were completed in 2008.  Two of these holes yielded anomalous results, but the third and most promising hole is still missing assays.



In March 2008, the drill that had been working at La Reforma, which was under contract with a second operator, was moved to the Las Bolas property where it completed two short preliminary drill holes before being demobed.  One of the two drills at San Timoteo will be moved to Las Bolas in order to carry on with this drilling.



During the months of December, January and February, little work was performed by the Company on its other properties.  Comstock Capital was working during December, January and February on the Corona property, which it optioned from the Company.  Subsequently, Comstock completed its NI43-101 technical report by A.C.A. Howe International Limited and was preparing to file it with the TSX Venture Exchange.



The Company signed an option agreement on its La Cruz property with Pan American Silvers Mexican subsidiary on September 25,2007.  During the second fiscal quarter Pan American conducted a work program on La Cruz that included underground rehabilitation and sampling, geological mapping, surface geochemistry and geophysics as well as road rehabilitation.  The Company has been advised that drilling should start at La Cruz during the month of May 2008.



Third Quarter.  During the months of March, April and May, diamond drilling and underground rehabilitation and sampling continued on the San Timoteo with one diamond drill.  Diamond drilling was started on Las Bolas during the quarter.  Initially, the smaller diamond drill that had been used on the Companys La Reforma property was tried at Las Bolas, but this machine proved unsuitable for the conditions.  Consequently, one of the two larger drills that were in use at San Timoteo was moved to Las Bolas and the smaller drill was demobilized.  On April 8, 2008, results from this work were released for the San Timoteo area.





17





Underground chip sampling in the San Martin tunnel on the San Timoteo property returned a 40-meter section with encouraging mineralization.  This section is located approximately 250 meters from the entrance to the tunnel in an area that contains old cross cuts, raises and an internal shaft.  The high-grade area, which is now undergoing more detailed mapping and sampling, is an irregular quartz rich, brecciated zone, with locally intense oxidation.



The newly discovered underground zone is approximately 90-meters northeast and 200-vertical meters below the collar of a drill hole ST-DD-07-8, which was reported in January 2008.  Several of the drill holes discussed in March 2008 are designed to further test and extend this near surface mineralized corridor have been completed, but no assays are yet available.  The spatial relationship to the near surface mineralized corridor and the high-grade tunnel zone is very encouraging.



In May 2008, the next batch of results for work in this area was released.  These results expanded the size and potential of the San Timoteo / San Martin Tunnel Zone considerably.  The new data builds on previously reported results and outlines a mineralized zone over 200 meters long.  Diamond drilling from the surface above the tunnel has outlined a second, perpendicular mineralized zone that is over 400 meters long.



The ST-DD-08-5 drill hole expands the known mineralized area by adding a perpendicular zone, while the ST-DD-08-7 hole adds additional depth and an additional eastern zone.



Zone A begins approximately 209 meters from the tunnel entrance with all three zones depicted in the graphic included below.  In addition to the above results, drill hole ST-DD-08-7, which undercut the tunnel about 100 meters from the entrance, returned encouraging gold mineralization.  This further expands the overall zone of gold mineralization by an additional 100 meters.



Zone B opens in 3 directions (North, South and vertically) whereas Zone C opens to the South and vertically.



In addition to the underground sampling results, diamond drill hole data also increased the size of the mineralized zone in and around the San Martin tunnel.  Drill hole ST-DD-08-5 is located approximately 450 meters horizontally southwest of Zone B in the San Martin tunnel and trends directly towards it.  This drill hole returned four mineralized intervals that lie approximately 50-to-75 meters above the tunnel assays.



Diamond drill hole ST-DD-08-7 undercut the eastern end of the San Martin tunnel, approximately 90 meters from the entrance.  This hole also encountered gold values that lie on the southern side of the tunnel.  This intersection lies approximately 40 meters vertically below the tunnel indicating that gold mineralization extends further than originally anticipated and is open to depth.



The area between drill hole ST-DD-08-5 and the west end of the San Martin tunnel hosts the near surface silver and gold mineralization from the 2006/2007 shallow drilling program reported earlier.  These mineralization values were found 125 vertical meters above the tunnel assays.



The combination of the Zone C tunnel assays, the near surface mineralization and the ST-DD-08-5 results define a zone that measures approximately 450 meters long, by 50 meters wide, with a vertical extent down to the tunnel level of 125 meters.





18





In May 2008, the first results were released from the Companys recent work on the Las Bolas property, which lies about 5.5 kilometers southwest of San Timoteo.  This work was also very positive and essentially opened a second discovery front within the Uruachic mining camp.



A previously unknown old mine working was uncovered and rehabilitated.  This new tunnel, called Frijolar II, is located approximately 175 meters south of the Arbolito shaft and has been opened for a length of 72 meters.  During rehabilitation an obvious mineralized zone and a second sub-level was exposed where detailed chip sampling was conducted.  Some of the samples were also highly anomalous in gold.  This new zone, along with many others, will be drill tested as part of the current program.  The Frijolar II tunnel lies about 175 meters from Frijolar I.



In addition to Frijolar II, another new underground zone connected to the extensive Las Bolas mine was also uncovered, rehabilitated and sampled.  This zone lies about 225 meters northwest of Frijolar II and about 200 meters west of the Arbolito shaft.



The underground rehabilitation program is currently focused on the El Manto mine.  The El Manto mine lies at least 800 meters west of the Arbolito shaft and about 400 vertical meters below its collar, demonstrating that mineralization at the Las Bolas property extends over a very large area and has a large vertical extent.



In addition to the underground rehabilitation, diamond drilling is also underway at Las Bolas, with the hole currently in progress (number 5 for this year) targeting the area underneath the El Manto mine.  No assays have yet been received for these third and fourth drill holes.  These two holes lie approximately 150 meters from previous reverse circulation holes 2006-10b and 2006-10c, which both had significant results despite poor recoveries.  These holes show that mineralization associated with the El Manto mine may be widespread and, more importantly, they show that the overall vertical and horizontal extent of precious metal mineralization on the Las Bolas property is very large, measuring at least 400 meters vertical and 900 meters horizontal.



The first two drill holes were tests by the drill company that drilled the La Reforma property, which had a smaller, man portable drill.  These two holes were spotted to test beneath another large underground zone lying between the Las Bolas and Gambusino workings, that was sampled in early 2007.



That zone returned both silver and gold mineralization over a total chip sample length of 183 meters.  Both drill holes had excellent recoveries of almost 100%, but drilling was extremely slow and neither of them reached their target depths of 250 meters and the small drill was demobilized in favor of the larger drill now at work.  The first drill hole (LB-DD-08-1) reached a total depth of 107.7 meters.  The second hole (LB-DD-08-2) reached a depth of only 88.45 meters.  However, this hole, despite the fact that it did not reach the area below the high-grade workings, did return silver mineralization.  This appears to be an up-dip extension of the mineralization in the working and is very encouraging.



In addition to the excellent values, these results support the Companys theory that earlier reverse circulation drilling, which averaged only about 50% recovery, often did not return fine grained precious metal mineralization hosted within clay alteration.  The Company is therefore also encouraged that the current diamond drilling will be much more successful than the earlier reverse circulation work.





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During the months of March April and May, little work was performed by the Company on its other properties.  Comstock Capital continued work on the Corona property, which it optioned from the Company.  Subsequently, Comstock completed its NI43-101 technical report by A.C.A. Howe International Limited and was preparing to file it with the TSX Venture Exchange.  The Company signed an option agreement on its La Cruz property with Pan American Silvers Mexican subsidiary on September 25,2007.  During the second fiscal quarter Pan American conducted a work program on La Cruz that included underground rehabilitation and sampling, geological mapping, surface geochemistry and geophysics as well as road rehabilitation.  The Company was advised that drilling would start at La Cruz during May 2008.



Fourth Quarter.  During the months of June, July and August 2008, diamond drilling along with underground rehabilitation and sampling, road building and road cut sampling continued on the San Timoteo and Las Bolas properties.  In addition, the Company commissioned an Advanced Spaceborne Thermal Emission and Reflection Radiometer (ASTER) survey of the Uruachic mining camp by Ward E. Kilby P.Geo of Cal Data Ltd., Kelowna, BC.  The ASTER survey identified target zones containing kaolinite and ammoniated minerals, including buddingtonite.  These minerals are very strong indicators of hydrothermal alteration similar to that found in highly auriferous regions of the Carlin Trend.  The largest and strongest target was found to be located several hundred meters north of the San Martin tunnel on the Companys San Timoteo II claim.



The results of an Induced Polarization (IP) geophysical study conducted on the San Timoteo II claim earlier in the year were also received during this quarter.  The IP survey also indentified drill targets in this area.



By the end of July 2008, Golden Goliath had drilled 5,783.1 meters in 21 diamond drill holes on the San Timoteo property, mostly focused around the old San Martin tunnel.  Apart from drilling, results were returned from direct underground sampling within the San Martin tunnel.



During the quarter ending August 31st, encouraging results were returned from the Las Bolas property, with an entirely new, high-grade target being developed in the area of the old El Manto mine on the western side of the property.  This target comprises extensive carbonaceous and dark lutite manto-like units that can carry extremely high silver and gold grades.



The Company was particularly encouraged with intercept in drill hole BD-08-3.  This intercept is a fine grained, carbonaceous, lutite with intercalated graphite and is a manto-like unit at a depth of approximately 160 meters that is similar to gold bearing rocks in the Carlin trend in Nevada.  A second manto layer was also encountered in this hole at a depth of approximately 95 meters.  These units have been intercepted with thicknesses up to four meters in subsequent holes over a 700-meter area.  This important and promising area coincides with an IP chargeablity anomaly at 150-meter depth that is spread over approximately 1,033-meter long and 533-meter wide and is open to the north.



During 2007 and early 2008, the Company also carried out diamond drilling, assaying and road building on the La Reforma property.  Drilling targets included both geophysical and geochemical anomalies across the property.  Including 2007 and 2008 the Company drilled a total of 25 diamond-drill holes totaling 5,443.94 meters on the La Reforma property.  The last three of the 2008 holes intersected anomalous mineral horizons up to 32 meters wide.  The source of this mineralization is believed to be a nearby intrusive body.  The Company is encouraged with these results, which warrant further follow up work including detailed geological mapping, geochemical sampling and further drilling.





20





During the months of June July and August, little work was performed by the Company on its other properties. Comstock Capital continued work on the Corona property, which it optioned from the Company.  Subsequently, Comstock completed its NI43-101 technical report by A.C.A. Howe International Limited and filed it with the TSX Venture Exchange.  On August 14th, the Company received notice from Pan American Silvers Mexican subsidiary, Minera Corner Bay S.A. de C.V. that it was dropping its option on Golden Goliaths La Cruz property.  Minera Corner Bay had encouraging surface work but only limited success in several diamond drill holes.





Fiscal 2007 Property Acquisition and Exploration

Since March 2007, the Company has been drilling on its San Timoteo property and commenced drilling on the La Reforma property in September 2007.  The Company also completed an option agreement with Pan American Silver on Golden Goliaths La Cruz property in September 2007.



Las Bolas Property

In March 2007, the Company received assay results from additional sampling of underground workings on its Las Bolas property.  These latest values came from three different areas, all of which are outside of the recently announced newly opened underground zone (herein called the New High Grade Zone or NHGZ).  Two of these newly sampled areas lie below the New High Grade Zone, along the Las Bolas mine workings.  The first of these two zones occurs about 50 meters vertically below and 150 meters west of the NHGZ.  Twelve contiguous chip samples taken from this 15 meter stretch of the Las Bolas mine returned gold and silver mineralization.  The second of the newly sampled Las Bolas working zones also occurs about 50 meters below the NHGZ, but extends about 25 meters further to the east.  The third area of new results lies just above and some 50 meters to the west of the NHGZ in an extension of the Gambusino mine workings.  A total of 28 meters of chip samples were collected from these non-linear workings.



In February 2007, the Company received the results of the new Induced Polarization geophysical survey completed in the Las Bolas  El Manto area, which was commissioned in order to aid in the selection of drill targets.  The results show a distinctive signature coincident with the New High Grade Zone at a depth of 75 meters below surface.  This anomaly extends at least 700 meters from the NHGZ into an area not previously drilled.  At least two new holes were planned to test this extension of the NHGZ anomaly.



Figure No. 2

Las Bolas Property

2007 Exploration Diagram



[gg20f2008amend1003.jpg]





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San Timoteo Property

During June 2007, drilling with the original contractor on the San Timoteo property continued to be slow.  New contractors were sought and a suitable company, GlobeXplore Drilling, was hired in early July 2007.  The original driller was notified of their termination on July 2nd and then they were demobilized on July 10th.  GlobeXplore started their drilling on July 9th with a much superior drill rig, much improved production and very few problems.  In late August 2007, GlobeXplore notified the Company that they had a second drill rig available and that rig was then mobilized to the San Timoteo property.



The initial San Timoteo and La Reforma drill roads were completed in August 2007, with 14.5 kilometers of road and 30 drill pads built.  Road building and drill-pad construction continued as new drill targets were delineated.  The Company also negotiated in August 2007 with a second drilling company, Energold Drilling, to supply a diamond-drill rig for the La Reforma property.  That drill was mobilized to La Reforma on September 6th.



On August 23rd, the first drill results from the San Timoteo program were released.  At that time, five holes totaling 1,104 meters had been completed in the vicinity of the old San Martin mine.  These were the first drill holes to ever test this area and adjacent structures.  Additionally, five shorter holes totaling 462 meters had been completed just north of the San Timoteo workings, close to the old Las Animas Mine.  The first San Timoteo hole intersected silver over 1.25 meters at a depth of 192 meters, which was just prior to entering an unknown underground working that stopped the hole just as it entered the target zone.  This hole will be re-drilled to avoid the workings and test the target zone in the near future.  The first short Las Animas hole also cut silver gold from 42-meters to 43-meters.



Other Properties

During the months of June, July and August 2007, little work was performed on the other properties held by the Company.  The Company intends to continue drilling in 2008 and will initiate a drill program on the Las Bolas property.  Comstock Capital was busy arranging their financing for upcoming work on the Corona property, but this work did not start until November 2007.  Negotiations continued with Pan American Silver regarding the Companys La Cruz property and was signed on September 25th.







22





Fiscal 2006 Property Acquisition and Exploration

During the first quarter of Fiscal 2006, the Company continued its search for drilling contractors for the planned exploration drill program on its Las Bolas property.  Towards the end of November 2005, there were encouraging contacts made with several contractors.  The Companys drill plans had already been prepared.



During the second quarter of Fiscal 2006, the Company prepared for the upcoming drilling on its Las Bolas property.  Drill hole locations were selected for both the Las Bolas and Nopalera areas of the property and contractors bids were reviewed.  The Company signed a contract for a minimum of 3,000 meters of reverse circulation drilling with Diversified Drilling S.A. de C.V., in January 2006.  The program was slated to start in February 2006.



During the third quarter of Fiscal 2006, the Company was conducting a reverse circulation-drilling program on its Las Bolas and Nopalera properties.  The program ended up being substantially larger than first anticipated, with 15 holes totaling 2,125 meters completed on the Las Bolas area and 21 holes totaling 3,033 meters completed on the Nopalera area.



During the fourth quarter of Fiscal 2006, the Company was completing a reverse circulation-drilling program on its Las Bolas and Nopalera properties.  During August 2006, the Company was preparing drill roads and pads on its San Timoteo and La Reforma properties for a program of short-diamond-drill holes which was started in September 2006.



Las Bolas Property

The 2006 exploration program at Las Bolas and Nopalera consisted of road building, surface mapping and sampling, a petrographic study and a total of 5,158 meters of reverse circulation drilling.  The drilling started on the Las Bolas mine area in February 2006 and included 15 holes totaling 2,125 meters.  A D-6 cat constructed approximately 1.5 kilometers of new access roads in this area as well as another 2.0 kilometers of road rehabilitation in order to access the drill sites.



The first two holes, B06-1 and B06-2, were designed to test two zones; the first was the NW Vein Zone; and then at a deeper level to intersect the Papacho Trend along strike from a previous high-grade intersection.  Drill hole B06-1 intersected the NW vein with silver mineralization over 1.52 meters; but, the Papacho Trend target zone was not reached due to a faulting.  B06-2 intersected the shallower NW Vein with silver mineralization over 1.52 meters; but, also did not reach the Papacho Trend target zone due to faulting.



Drill holes B06-3 to B06-5 did not return significant values. Drill hole B06-6 was a vertical attempt to test the Papacho Trend from the other side of the fault that caused the problems in Hole #1 and Hole #2; but it intersected a large, previously unknown old working and had to be abandoned.  Hole B06-7 was then drilled some 80 meters southwest of Hole #1 and Hole #2 to try to test of the Papacho Trend, and it returned silver mineralization over 1.52 meters.  The remaining Las Bolas holes were spotted between 300-meters and 700-meters both east and west of the first seven, testing new areas, with the exception of BRC06-11.  Holes BRC06-9a, 9b and 9c were collared approximately 300-meters to 450-meters east of BRC06-1, and were the first drill tests of a series of seven old shafts in the Mesa Seca area.  Drill holes BRC06-10a, 10b and 10c, collared approximately 700 meters west of BRC06-1 were the first drill tests in the area of the old El Manto mine and were, topographically and geologically, the lowest holes of any drilled to date at Las Bolas.  Results were encouraging, with significant silver and/or gold intercepts in both areas.





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Drill hole BRC06-11 was a 175-meter step-out to the northeast from BRC06-1 on the Northwest Vein structure and also returned significant silver values.  Initial drill testing in the Las Bolas area now covers an area of 1,200 meters east west by 600 meters north south and this area will likely be increased with the next round of drilling.



The results of the 2006 reverse circulation-drilling program on the Las Bolas area indicate that there are at least two types of mineralized structures present.  The first type, found near the Gambusino mine and Arbolito Shaft area, consists of veins that pinch and swell along a general strike of Azimuth 60o.  These veins cannot be traced on surface because of lack of outcrop.  The second type is represented in the El Manto area, where the mineralization is presented in a series of low angle (10o to 30o) structures striking generally at azimuth 330o.  El Manto mineralization is associated with contact zones among intrusive granite, rhyolite prophyry and andesite.  The drilling in the topographically low area near the El Manto mine was particularly encouraging because the high-grade intercept in drill hole BRC06-10b showed that there is significant potential for the discovery of new precious metal mineralization at depth.



Nopalera Area

Satellite images show that the Nopalera claim, which is contiguous to the east of the Las Bolas area and measures 4.0-kilometers east-west by 3.5-kilometers north-south, contains the largest and strongest alteration zone in the Uruachic camp.  The claim hosts several old mines including at least five that are located along a 900 meter stretch of a northeast trending series of intrusive structures.  These rhyolite to granodiorite dykes range from eight-meters to 30-meters in width at surface and outcrop along a main strike length of at least 1200 meters.  It is along this trend where the recent drilling, which was the first ever on Nopalera, was conducted.



On the Nopalera claim, the originally planned drilling program included only four-to-six holes designed to test IP anomalies.  The limited number of holes was due in large part to the uncertainty regarding the Caterpillar being able to construct drill access roads and pads on the topographically irregular south slope of the claim where the old mine workings are located.  As the road building progressed the Caterpillar operator was able to do much more than originally expected, and access to new target areas was established.  In addition, the new rock exposure that the Caterpillar was uncovering was visually very encouraging, with intense alteration and several generations of quartz flooding.  This newly exposed geology looked extremely promising from the viewpoint of potential silver and gold mineralization.  Consequently the number of planned drill holes initially was increased to nine holes.  As road building progressed and the drilling started, the chips being logged also looked very promising.  The number of holes was then increased to thirteen and ultimately to 21 holes totaling 3,033 meters.



Drill hole NRC06-1, located approximately 375 meters west-southwest of the old Flor del Trigo mine, returned silver and gold mineralization over 1.52 meters at a depth of 7.62-meters to 9.14-meters.  At least an additional 10.67 meters of this hole was also highly anomalous in gold and antimony.  Drill hole NRC06-2, located 245 meters west of the Flor del Trigo mine, returned anomalous values in gold, antimony and lead.  Hole NRC06-3, located 460 meters southwest of Flor del Trigo, was largely anomalous in gold with 16 samples covering a length of 27.43 meters.  Drill hole NRC06-4a, located 450 meters southwest of Flor del Trigo, returned anomalous gold averaging over length of 10.67 meters.  Drill hole NRC06-4b, drilled from the same set-up as NRC06-4a, returned gold mineralization over 3.05 meters at a depth of 131-meters to 134 meters.  Hole NRC-06b, located 200 meters southwest of Flor del Trigo returned gold mineralization over 3.0 meters at a depth of 32 meters as well as gold mineralization at a depth of 76 meters.





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Drilling at Nopalera showed that the rocks are intensely silicified, with small quartz and quartzcalcite veinlets.  Quartz of several generations and colors is common as is disseminated to massive pyrite, traces of other sulphides and iron oxides.  The rocks are highly anomalous in gold and locally in silver as well.  The gold/silver metal ratios, as well as the geology, show that this is a completely different mineralized system than exists five kilometers to the west side of the property, which is predominantly silver rich.  The fact that precious metal mineralization is found within both volcanic extrusive rocks and altered dioritic intrusives is considered significant with respect to metallogenesis and the potential size of the system.  The most significant gold and silver mineralization encountered during the drilling program at Nopalera was obtained from NRC06-5 from 13.725-meters to 50.325-meters.  This intersection is located in the structure found in the old mine working located about 100 meters to the southwest.  Drilling has demonstrated that the rocks in the Nopalera area have undergone intense hydrothermal alteration typically associated with the formation of gold and silver mineralization.  In particular, the widespread occurrence of siliceous and locally vuggy dykes and cap rock suggest that acid leaching and silica replacement associated with gold and silver.  Management concludes that mineralization is structurally controlled and associated with the emplacement of rhyolite and quartz dykes and epithermal solutions.





4.C. Organization Structure

The Company was incorporated in British Columbia under the Company Act(British Columbia) on 6/12/by Certificate of Incorporation under the name 521858 B.C. Ltd. and was granted a certificate of change of name on 9/10/1998 under the name of Golden Goliath Resources Ltd.  The authorized capital of the Company consists of an unlimited number of common shares without par value.



The Company directly or indirectly owns all of the issued and outstanding shares of Minera Delta S.A. de C.V. (Minera Delta).  Currently there are 50,000 Class B shares issued and outstanding in the capital of Minera Delta, 49,999 of which are held directly by the Company and one Class B share is held indirectly through 4247 Investments Ltd. (4247).  4247 is a wholly owned subsidiary of the Company, incorporated under the Company Act(British Columbia) on 2/3/1999.



Minera Delta is a Mexican mining company that was incorporated under the laws of Mexico on 7/17/1992.  The business office of Minera Delta is located at Pascual Orozco 909, 3er Piso, Desp. 13, Chihuahua, Chih, Mexico, CP31240.





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4.D.  Property, Plant and Equipment

This section first discloses where Golden Goliaths office is located in Canada and then describes the mineral properties in which Golden Goliath has an interest.  In the description of the mineral properties, it is disclosed that these properties are only exploration stage properties and that a substantial amount of capital will have to be spent on each property before management will know if they contain commercially viable mineral deposits.



Golden Goliaths executive offices are located in rented premises of approximately 1,500 sq. ft. at Suite 711, 675 West Hastings Street, Vancouver, British Columbia CANADA V6B 1N2.  Golden Goliath began occupying these facilities in January 2001.  Monthly rent is $2,000.



All of the Companys current mineral exploration properties except two (Chamizal and LaCruz) are located in close proximity to each other within the historic mining district of Uruachic in Chihuahua, Mexico. Golden Goliath has a 100% interest in 10,000 hectares (25,000 acres) in the district.



During Fiscal 2008, the Company expended the majority of its exploration efforts and funds on the San Timoteo, La Reforma, and Las Bolas  Los Hilos properties.  During Fiscal 2007, the Company expended the majority of its exploration efforts and funds on the San Timoteo property.  During Fiscal 2006 and 2005, the Company expended the majority of its exploration efforts and funds on the Las Bolas  Los Hilos property.



Mineral Properties

The Company has a 100% interest in claims grouped into seven properties totaling 20,794 acres within the Uruachic Mining District.  The Company also owns two other significant properties outside of the Uruachic Camp.  One, La Cruz, is a silver property located on the eastern edge of the Sierra Madre Belt.  The other exploration property that Golden Goliath owns is Chamizal; this property differs from the others in that it is a lead, zinc, silver target and it lies outside of the Sierra Madre in central Chihuahua State.



Uruachic Mining Camp Properties

The Company acquired its 100% interest in the seven Uruachic Mining Camp properties and the Chamizal Property, partially as a result of a default on a promissory held by Golden Goliath from Minera Uruachic S.A. de C.V. (Minera Uruachic).  Minera Uruachic originally purchased certain claims from local residents.  Minera Uruachic is a related company to Golden Goliath in that it is controlled by J. Paul Sorbara, the President/Director of Golden Goliath and Daniel Nofrietta Fernandez, a Director of Golden Goliath.



The town of Uruachic is located in the northwestern part of Chihuahua State, some 60 kilometers south of the main highway connecting the cities of Chihuahua and Hermosillo, Sonora.  A secondary road leads from the highway to the waterfalls at Basaseachic and then continues south for a further 45 kilometers to Uruachic.  The geographic (Google Earth) coordinates for the town are: 27° 52 06 North and 108° 12 52 West.



The Uruachic district is located approximately 250 kilometers southwest of the city of Chihuahua.  The town of Uruachic of 1,000 people is located in the approximate center of the project area.  Access to the area is via a paved highway from the city of Chihuahua to Las Estrellas, then via a gravel road to the project area.  Total travel time from Chihuahua is about six hours.  Local services, such as gasoline and food, are available in Uruachic.  Power lines run from Las Estrellas to Uruachic.





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The project area is located in the Sierra Madre Occidental mountain range, and elevations in the area are from 1000 meters to 2000 meters.  Topography is moderate to rugged.  During winter from November to January, the temperature can drop below freezing and snow and ice are common at the higher elevations.  During July and August, rain is very common and roads are often washed out.  Vegetation at lower elevations is tropical, while oak and pine forests cover higher elevations.



The Uruachic mining camp is predominantly underlain by Tertiary volcanic rocks on the Lower Volcanic Complex, cut locally by small intrusive bodies.  These rocks are highly favorable for hosting gold and silver mineralization, with an estimated 90% of the precious metal mines in the Sierra Madre Occidental occurring within this package.  Throughout most of the Sierra Madre, the Lower Volcanic Sequence is covered by a thick layer of rhyolitic tuffaceous rocks of the Upper Volcanic Sequence, which prohibits the exploration of the favorable rocks underlying it.  In the Uruachic area, the Rio Oteros has eroded the overlying rhyolitic rocks and has left exposed a complete section through the Lower Volcanic suite.  It is in these highly altered rocks that the precious metal mineralization of the Uruachic camp is found.



The history of the Uruachic mining camp dates back to 1735 when two Spaniards searching for gold and silver founded the town in order to exploit the areas riches.  At that time the Town was named Real De Minas De Santa Rosa De Uruachic.  The town and the many mines surrounding it became very prosperous, eventually minting their own silver coins.   The prosperity continued until about the time of the Mexican Revolution in the early 1900s.



Figure No. 3

Uruachic Mining Camp Map



[gg20f2008amend1004.jpg]





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San Timoteo Property.  The San Timoteo property includes several claims, which total 793 hectares.  These are San Timoteo, San Timoteo II, Oro Leon, Las Trojas and Bufalo B.



[gg20f2008amend1005.jpg]



La Reforma Property.  The La Reforma property comprises three claims totaling 987.4 hectares.  The claims are La reforma, La Lluvia and Bufalo A.



[gg20f2008amend1006.jpg]



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Nueva Union Property.  The Nueva Union property has just one claim, called Nueva Union, which covers 211.89 hectares.



[gg20f2008amend1007.jpg]







Los Hilos/Las Bolas Property.  The Las Bolas property comprises seven claims totaling 656.76 hectares: Los Hilos, Los Hilos II, Los Hilos II Frac.1, Mina de Las Bolas, Don Lazaro, El Manto, Ampliation La Verde.





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[gg20f2008amend1008.jpg]

Nopalera Property.  The Nopalera property comprises three claims totaling 1,308.65 hectares; Nopalera, Nopalera II and La Flor Del Trigo.



[gg20f2008amend1009.jpg]





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Oteros Property.  The Oteros property is comprised of three claims totaling 1,130.00 hectares: oteros, Esperanza and Bufalo R2.



Corona Property.  The Corona property consists of six claims that total 850 hectares (2,100 acres): Corona, Corona II, Corona III, Corona Norte, Corona Sur and La Esperanza. Corona along with the El Chamizal property have been optioned to Comstock Capital. The agreement grants Comstock Capital the right to earn a 60% interest in the property. In order to exercise the option, Comstock Capital shall spend $500,000 in work expenditures on the Corona Property over a period of three years or less and also issue a total of 150,000 shares to Golden Goliath once the company goes public over three years.  25,000 shares to be issued on listing on a stock exchange, 50,000 shares on the date which is 12 months after the date of listing and 75,000 shares on the date which is 24 months after listing.  Once Comstock Capital has earned its interest a joint venture will be formed.



[gg20f2008amend1010.jpg]





La Cruz Property

The Company acquired its 100% interest in the seven Uruachic Mining Cam properties and the Chamizal Property y as a result of a default on a promissory held by Golden Goliath from Minera Uruachic S.A. de C.V. (Minera Uruachic).  Minera Uruachic originally purchased the claims from local residents.  Minera Uruachic is a related company to Golden Goliath in that it is controlled by J. Paul Sorbara, the President/Director of Golden Goliath and Daniel Nofrietta Fernandez, a Director of Golden Goliath.



The La Cruz property has one claim, called La Cruz covering 90.00 hectares.



The La Cruz property was staked by the Company in 2006.  Preliminary surface mapping was completed by Golden Goliath, along with underground mapping and sampling of some of the several old mine workings on the property.  The property gained the attention Pan American Silver, who conducted at least two property examinations.  La Cruz was then optioned to the Mexican subsidiary of Pan American.  An internal claim, called La Cruzada, was obtained directly by Pan American and was rolled into the agreement.



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Under the terms of the option agreement, Pan American Silver Corps Mexican subsidiary, Minera Corner Bay S.A. de C.V., has the right to earn a 60% interest in La Cruz by making cash payments totaling US$300,000 and spending US$450,000 on the property over a period of three years.  The property will consist of: the Companys La Cruz Property; additional ground staked around the La Cruz Property; and the La Cruzada Property for which Pan Americans subsidiary already has an option.  Golden Goliath will be responsible for 25% of the costs associated with La Cruzada Property.  Upon Minera Corner Bay exercising its option, a 60/40 joint venture would proceed on the La Cruz and newly staked grounds, with Pan American having the right to earn an additional 15% by completing a feasibility study.  This agreement has since been terminated with the La Cruz property being returned to the Company.



The La Cruz Property, which is not in the Uruachic Camp, lies on the extreme eastern edge of the Sierra Madre Occidental.  The property hosts numerous old underground workings and dumps along a 1.5 kilometer trend.  The workings and extensive dumps are associated with two parallel, strongly silicified and brecciated structures separated by a distance of about 200 meters.  The structures strike Az 220o, dip 75o N, and average about two-meters to five-meters in width at the surface.  The workings, mostly shafts, appear to extend from 25-meters to 80-meters and preliminary mapping indicates that the structures widen at depth.  The main working area occurs on a hill that rises about 250 meters above the adjacent plains.  A principal working, adjacent to the mojonera, lies about 75 meters above the base of this hill and appears to be the lowest working level, and the top of the hill lies some 300 meters to the south.



The age of the workings is uncertain, but they are not recent and it appears that no drilling has ever been done on the ground.  A Company director first visited this property about 20 years ago and at that time asked a 70-year-old man who was born in the local village of Tajirachic about the mines.  The local replied that they were already closed down when he was a boy.  Subsequent claim owners (individuals, not companies) only worked the old dumps in a limited way.



Preliminary work by the Companys geologists included taking 17 chip samples across widths ranging from 1.0 meters to 2.5 meters and averaging 1.75 meters.



Tertiary volcanic rocks underlie the la Cruz claim, with andesites being overlain by rhyolites and ignimbrites.  The rocks are intensely fractured and silicified with fracture fillings of grey quartz.  Silver sulphide mineralization is present along with iron and manganese oxides.  The fractures have predominant trends of north-south, Az 340 and Az 025 with vertical dips and the working following the northeast trend.   A breccia zone that is about 3.5 meters wide on surface characterizes the mineralized trend.  Preliminary examination of the old shafts has been conducted to a depth of 45 meters, but they appear to descend to about 80 meters.



The La Cruz property is located in the central part of Chihuahua State, approximately 1.5 hours drive south-southwest of the city of Cuauhtemoc, and has good road access to within a few kilometers of the property.  The road follows an arroyo for the last few kilometers, but this section can easily be rehabilitated.  Geographic coordinates for the mojonera are Latitude 28o 02 52.14 and Longitude 107o 09 56.94.





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[gg20f2008amend1011.jpg]



Chamizal Property

The Chamizal property consists of two claims, Chamizal Este and Chamizal Oeste, which cover an area of 689.00 hectares.



The Chamizal property, which is outside of the Uruachic camp and the Sierra Madre Occidental, has not had extensive exploration work to date.  Surface and underground mapping, as well as preliminary geochemical sampling has been conducted, but no geophysical surveys have been completed.  Chamizal along with the Corona property have been optioned to Comstock Capital. The agreement grants Comstock Capital the right to earn a 60% interest in the property. In order to exercise the option, Comstock Capital shall spend $200,000 in work expenditures on the El Chamizal Property over a period of three years or less and also issue a total of 150,000 shares to Golden Goliath once the company goes public over three years.  25,000 shares to be issued on listing on a stock exchange, 50,000 shares on the date which is 12 months after the date of listing and 75,000 shares on the date which is 24 months after listing.  Once Comstock Capital has earned its interest a joint venture will be formed.



The Chamizal Property is not in the Uruachic Camp.  This property is part of a potentially very important massive play located 85 kilometers south-southwest of the city of Chihuahua in central Chihuahua State.  This region hosts the famous Santa Eulalia and Naica mining districts which have carbonate hosted, massive Pb-Zn-Ag mineralization.  The Santa Eulalia district, located 90 kilometres northeast of Chamizal, has a mining history dating back to the late 1500's.  The Chamizal Property is underlain by the same limestone formation that hosts the mineralization at Santa Eulalia and Naica, and has old mine workings in both the northeast and southwest portion of the property.  The southwestern workings comprise two tunnels that total more than 400 meters in length and contain large stopes where replacement style Pb-Zn-Ag mineralization has been mined.  Despite the presence of two sizable adits with stopes and one shaft attesting to past mine production, there is no record of any drilling ever having been done on the Chamizal Property.



The Chamizal Property lies in central Chihuahua, approximately 80 kilometers west of the famous Naica Pb-Zn-Ag mine, and about 80 kilometers southwest of the famous Santa Eulalia Mine.



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[gg20f2008amend1012.jpg]





ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the fiscal years ended 8/31/2008, 8/31/2007, and 8/31/2006 should be read in conjunction with the financial statements of the Company and the notes thereto.



Selected Annual Data



|                                     | Year Ended August 31
2008 | Year Ended August 31
2007 | Year Ended
August 31
2006
|------------------------------------ | ------------------------- | ------------------------- | -------------------------
|Sales Revenue                        | $0                        | $0                        | $0                       
|Net Income (loss)                    | ($821,077)                | ($1,035,556)              | ($1,136,374)             
|Basic and Diluted (loss) EPS         | ($0.01)                   | ($0.02)                   | ($0.03)                  
|Weighted Avg. No. Shares Outstanding | 60,875,845                | 49,092,397                | 39,937,319               
|Working Capital                      | $2,437,739                | $7,058,037                | $1,677,930               
|Mineral Property Interests           | $7,784,381                | $3,763,023                | $2,973,452               
|Shareholders Equity                  | $10,295,018               | $10,948,315               | $4,704,003               
|Total Assets                         | $10,795,721               | $11,249,718               | $4,738,854               



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General/Administrative cash expenses, and thus losses, have risen in the last several years; from $466,410 in FY2004 to $821,077 in FY2008.  Such expenses span the full gamut of corporate activities as the Company ramped up exploration activities and corporate structure.  Losses were increased in FY2005 by a write-down of mineral properties; and in all years by the non-cash income statement line item for stock-based compensation.  Stock-based Compensation has declined in both FY2007 and FY2008.





Summary of Quarterly Results



|Net (Loss)  | First Quarter | Second Quarter | Third Quarter | Fourth Quarter
|----------- | ------------- | -------------- | ------------- | --------------
|Fiscal 2009 | ($182,506)    |                |               |               
|Fiscal 2008 | ($166,814)    | ($337,038)     | ($221,738)    | ($95,487)     
|Fiscal 2007 | ($159,770)    | ($171,367)     | ($250,015)    | ($454,404)    
|Fiscal 2006 | ($135,689)    | ($169,953)     | ($111,493)    | ($719,251)    



|EPS (Loss)  | First Quarter | Second Quarter | Third Quarter | Fourth Quarter
|----------- | ------------- | -------------- | ------------- | --------------
|Fiscal 2009 | ($0.00)       |                |               |               
|Fiscal 2008 | ($0.00)       | ($0.01)        | ($0.00)       | ($0.00)       
|Fiscal 2007 | ($0.00)       | ($0.00)        | ($0.00)       | ($0.01)       
|Fiscal 2006 | ($0.01)       | ($0.01)        | ($0.00)       | ($0.02)       



Exploration efforts are conducted year-round and administrative/general expenses are generally not seasonal.  The higher fourth quarter losses primarily relate to year-end write-downs of mineral properties.



Financings

In April 2007, the Company closed a brokered private placement of 16,618,000 units at a price of $0.40 per unit.  Each unit consisted of one share and one non-transferable share purchase warrant exercisable for a period of two years at a price of $0.45 for each warrant.  Once resale restrictions on the shares expire and upon the Companys shares trading at or above a weighted average trading price of $0.75 for 20 consecutive trading days, the Company may give notice that the warrants will expire 30 days from the date of providing such notice.  The Companys agents received a commission of $378,145 in cash and 252,476 units, having the same terms as those issued pursuant to the private placement, and 1,482,250 agents warrants exercisable at $0.45 per share for two years valued at $335,909 (risk-free interest rate of 4.2%, dividend yield of Nil, volatility factor of 87%, an expected life of two years).



In February 2006, the Company completed a brokered private placement of 4,000,000 units at a price of $0.35 per unit.  Each unit consisted of one share and one non-transferable share purchase warrant exercisable for a period of one year at a price of $0.45 for each whole warrant.  Subsequently the warrants were extended until 5/15/2007.  The Companys agent received a cash commission of $106,487, 400,000 warrants valued at $80,013 (risk-free interest rate of 4.0%, dividend yield of Nil, volatility factor of 100%, expected life of one year) and 15,750 units.



Fiscal 2008 Ended August 31, 2008 vs. Fiscal 2007



Results from Operations

Golden Goliath is a Canadian listed public company with its shares traded on the TSX Venture Exchange under the symbol GNG as a Tier 2 company.





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Golden Goliath is a junior exploration company with no revenues from mineral producing operations.  The Companys properties are all located in the State of Chihuahua, Mexico.  Activities include acquiring mineral properties and conducting exploration programs.  The mineral exploration business is risky and most exploration projects will not become mines.  The Company may offer to a major mining company the opportunity to acquire an interest in a property in return for funding by the major mining company, of all or part of the exploration and development of the property.  For the funding of property acquisitions and exploration that the Company conducts, the Company does not use long-term debt.  Rather, it depends on the issue of shares from the treasury to investors.  Such stock issues in turn depend on numerous factors, important among which are a positive mineral exploration climate, positive stock market conditions, a companys track record and the experience of management.



Since March 2007, the Company has been drilling on its San Timoteo property and commenced drilling on the La Reforma property in September 2007.  The Company also completed an option agreement with Pan American Silver on Golden Goliaths La Cruz property in September 2007.  During the months of September, October and November 2007, diamond drilling continued on the San Timoteo and La Reforma properties.  For most of this time two drills were working on each property.  Assay results were very slow in coming, and the results of drilling during this period were not available for release until January 2008.  With the drills themselves, there were no technical problems and core recovery was excellent.



Operating expenses for Fiscal 2008 were down 9% at $1,030,761 versus $1,152,748 for last year.  The line item, stock-based compensation, fell over 70% to $122,780 (2007 = $333,813); the stock based compensation expense is related to the Company granting options during the year; while all the options were granted at the market price, the Company is required to expense the options when they are granted according the Black & Scholes Option Pricing Model.  Wages/Benefits expenses rose 19% to $265,076 because the Company added personnel mid-FY2007.  Investor Relations expenses were $172,625 (2007 = $135,861) as the Company hired two firms to revamp the Companys website and image, produce video presentations for investor information, increase awareness of the Company in Europe and the United States which included attending additional conferences. This also added to the FY2008 travel expenses; these expenditures have since been significantly reduced.  Management Fees were unchanged at $120,000.  There was a decrease of $55,422 in foreign exchange expense due to the increased value of the Canadian dollar against the Mexican peso.



Interest Income more than doubled to $209,684 (2006 = $117,192) as the Company had more funds on hand than last year.



Net Loss for Fiscal 2008 was ($821,077) or ($0.01) per share.  Net Loss for Fiscal 2006 was ($1,035,556) or ($0.02) per share.  Weighted Average Number of Shares increased to 60.9 million from 49.1 million.



Liquidity and Capital Resources

At 8/31/2008, the Company had working capital of $2,427,739 compared to its 8/31/2007 working capital of $7,058,037.  There was a reduction of $4,439,998 in current assets as the Company was completing an aggressive exploration program during the past year that consumed a lot of the cash and resulted in an increase of $4,021,358 in deferred mineral property exploration costs.  The Company is able to meet its ongoing financial obligations at this time.





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Cash Used by Fiscal 2008 Operating Activities totaled ($910,581), including the ($821,077) Net Loss.  Significant adjustments included $122,780 in stock-based compensation, and ($231,980) in changes in non-cash working capital balances related to operations.  Cash Used in Fiscal 2008 Investing Activities was ($800,834): $4,422,000 from redemption of short-term investments and ($3,566,852) for expenditures on mineral properties.  Cash provided from Fiscal 2007 Financing Activities was $45,000, from the exercise of stock options.





Fiscal 2007 Ended August 31, 2007 vs. Fiscal 2006



Results from Operations

Golden Goliath is a Canadian listed public company with its shares traded on the TSX Venture Exchange under the symbol GNG as a Tier 2 company.



Golden Goliath is a junior exploration company with no revenues from mineral producing operations.  The Companys properties are all located in the State of Chihuahua, Mexico.  Activities include acquiring mineral properties and conducting exploration programs.  The mineral exploration business is risky and most exploration projects will not become mines.  The Company may offer to a major mining company the opportunity to acquire an interest in a property in return for funding by the major mining company, of all or part of the exploration and development of the property.  For the funding of property acquisitions and exploration that the Company conducts, the Company does not use long-term debt.  Rather, it depends on the issue of shares from the treasury to investors.  Such stock issues in turn depend on numerous factors, important among which are a positive mineral exploration climate, positive stock market conditions, a companys track record and the experience of management.



Since March 2007, the Company has been drilling on its San Timoteo property and commenced drilling on the La Reforma property in September 2007.  The Company also completed an option agreement with Pan American Silver on Golden Goliaths La Cruz property in September 2007.  During the months of September, October and November 2007, diamond drilling continued on the San Timoteo and La Reforma properties.  For most of this time two drills were working on each property.  Assay results were very slow in coming, and the results of drilling during this period were not available for release until January 2008.  With the drills themselves, there were no technical problems and core recovery was excellent.



Operating expenses for Fiscal 2007 were basically flat at $1,152,748 versus $1,177,068 for last year.  The line item, stock-based compensation, fell in half to $333,813 (2006 = $610,754); the stock based compensation expense is related to the Company granting options during the year; while all the options were granted at the market price, the Company is required to expense the options when they are granted according the Black & Scholes Option Pricing Model.  Wages/Benefits expenses rose 12% to $222,653 because the Company added personnel.  Office/General expenses fell to $52,497 (2006 = $76,485) as the Company hired additional staff, expanded offices, commenced an advertising campaign, and operations ramped up for an extensive drilling program.  Management Fees were unchanged at $120,000.  Transfer Agent/Filing Fees tripled to $80,869 related to the costs associated with the April 2007 private placement.  Investor Relations expenses were $135,861 (2006 = $nil) as the Company hired two firms to increase investor awareness and help build the name of Golden Goliath.



Interest Income more than doubled to $117,192 (2006 = $40,694) as the Company had more funds on hand than last year.



Net Loss for Fiscal 2007 was ($1,035,556) or ($0.02) per share.  Net Loss for Fiscal 2006 was ($1,136,374) or ($0.03) per share.  Weighted Average Number of Shares increased to 49.1 million from 39.9 million.



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Liquidity and Capital Resources

At 8/31/2007, the Company had working capital of $7,058,037 compared to its 8/31/2006 working capital of $1,677,930.  The completion of an April 2007 private placement significantly added to short-term investments.  The Company is able to meet its ongoing financial obligations at this time.



Cash Used by Fiscal 2007 Operating Activities totaled ($766,888), including the ($1,035,556) Net Loss.  Significant adjustments included $333,813 in stock-based compensation, and ($77,798) in changes in non-cash working capital balances related to operations.  Cash Used in Fiscal 2007 Investing Activities was ($6,172,221), ($7,630,945) for purchase of short-term investments, ($579,748) for expenditures on mineral properties, and offset by $2,162,759 proceeds from redemption of short-term investments.  Cash provided from Fiscal 2007 Financing Activities was $6,989,055, primarily the aforementioned financings, offset by share issue costs.





Fiscal 2006 Ended August 31, 2006 vs. Fiscal 2005 and Fiscal 2004



Results from Operations

During June 2006 and July 2006, the Company was completing a reverse circulation-drilling program on its Las Bolas and Nopalera properties.  The Company signed a contract for a minimum of 3,000 meters of reverse circulation drilling with Diversified Drilling S.A. de C.V.  The program ended up being substantially larger than first anticipated, with 15 holes totaling 2,125 meters completed on the Las Bolas area and 21 holes totaling 3,033 meters completed on the Nopalera area.  During August 2006 the Company was preparing drill roads and pads on its San Timoteo and La Reforma properties for a program of short diamond-drill holes that was started in September 2006.



Operating expenses for Fiscal 2006 rose to $1,177,068 versus $1,104,265 for Fiscal 2005 and $1,801,776 for Fiscal 2004.  The line item, stock-based compensation, quadrupled to $610,764 (2005 = $127,087; 2004 = $165.667); the stock based compensation expense is related to the Company granting options during the year; while all the options were granted at the market price, the Company is required to expense the options when they are granted according the Black & Scholes Option Pricing Model.  Wages/Benefits expenses were basically flat at $198,372 (2005 = $172,349; 2004 = $161,713).  Management Fees were unchanged at $120,000 (2005 = $120,000; 2004 = $83,000).



During Fiscal 2005, the Company had a $490,011 write-down of mineral properties.



Interest Income rose 39% to $40,694 (2006 = $29,329; 2004 = $5,105) as the Company had more funds on hand.



Net Loss for Fiscal 2006 was ($1,136,374) or ($0.03) per share.  Net Loss for Fiscal 2005 was ($1,074,936) or ($0.03) per share.  Weighted Average Number of Shares increased to 39.9 million from 37.2 million.



Liquidity and Capital Resources

At 8/31/2006, the Company had working capital of $1,677,930 compared to its 8/31/2005 working capital of $1,068,911.  The completion of a February 2006 private placement and warrant exercises significantly added to short-term investments.  The Company is able to meet its ongoing financial obligations at this time.





38





Cash Used by Fiscal 2006 Operating Activities totaled ($533,053), including the ($1,136,374) Net Loss.  Significant adjustments included $610,764 in stock-based compensation, and ($16,333) in changes in non-cash working capital balances related to operations.  Cash Used in Fiscal 2006 Investing Activities was ($1,200,368), ($1,512,759) for purchase of short-term investments, ($659,591) for expenditures on mineral properties, and offset by $988,160 proceeds from redemption of short-term investments.  Cash provided from Fiscal 2006 Financing Activities was $1,803,417, primarily the aforementioned financings, offset by share issue costs.





5.C.  Research and Development, Patents and Licenses, Trademarks, etc.

5.D.  Trend Information

No Disclosure Necessary.



5.E.  Off-Balance Sheet Arrangements

At 8/31/2008 and 8/31/2007, the Company has no off-balance sheet arrangements.



5.F.  Tabular disclosure of contractual obligations

The Company has no hard contractual obligations at 1/31/2009.  However, under certain of its property acquisition agreements, the Company is committed to expend funds on exploration and/or make cash option payments and/or issue common shares to maintain or complete its option arrangements.

a. In April 2007, the Company signed an agreement to acquire the Todos Santos mining concession for approximately $25,000.  In April 2007 and July 2007, the Company paid $9,754 to bring the property into good standing with the Mexican authorities and committed to pay $5,000 in October 2007 (paid) and $10,000 in October 2008 to complete the acquisition.

b. The Company is required to pay approximately $50,000 in taxes each year to the Mexican government for its mineral exploration properties.



5.G.  Safe harbor.

--- No Disclosure Necessary ---



ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES



6.A.  Directors and Senior Management



Table No. 3

Directors and Senior Management

January 31, 2009



|Name                                                                        | Positions              | Age | Date First Elected or Appointed
|--------------------------------------------------------------------------- | ---------------------- | --- | -------------------------------
|Ing. Daniel N. Fernanzez (2)                                                | Director               | 67  | June 1998                      
|Richard W. Hughes                                                           | Director               | 75  | June 1998                      
|Robert Hutchinson                                                           | Director               | 52  | December 2000                  
|Marc Legault                                                                | Director               | 48  | January 2006                   
|Stephen Pearce (1)(3)                                                       | Director/CFO/Secretary | 38  | December 2000                  
|Andrew Robertson (1)                                                        | Director               | 64  | December 1998                  
|Edward K. Sorbara (1)                                                       | Director               | 64  | June 1998                      
|J. Paul Sorbara (4)                                                         | Director/President     | 55  | February 1997                  
|(1)  Member of Audit Committee.                                            
|(2)  He spends approximately full time on the affairs of the Company.      
|(3)  He spends about a fourth of his time on the affairs of the Company.   
|(4)  He spends about approximately full time on the affairs of the Company.





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Daniel Nofrietta Fernandez was graduated with a degree in engineering from the Universidad Autonoma De Mexico in 1965.  In 1969, he attended the University of Arizona, studying geology.  He has been the President and a Director of Minera Uruachic S.A. de C.V. since 1999.   He has been Manager and a Director of the Companys wholly-owned subsidiary, Minera Delta S.A. de C.V. since 1992.  As an independent director of the Company, Mr. Fernandez supervises management and helps to ensure compliance with corporate governance policies and standards.



Richard W. Hugheshas been the President of Hastings Management Corp. since 1967; Hastings Management is a private company owned by Mr. Hughes that assists Canadian public companies with capital formation, management and investor relations.  As an independent director, Mr. Hughes supervises management and helps to ensure compliance with corporate governance policies and standards. He currently is associated with the following public companies:



|Position           | Issuer                        | Exchange | Since
|------------------ | ----------------------------- | -------- | -----
|Director/President | Abitibi Mining Corp.          | NEX      | 1983 
|Director           | Alamos Gold Corp.             | TSX      | 2000 
|Director           | Amador Gold Corp.             | TSX.V    | 2002 
|Director           | Chalice Diamond Corp.         | TSX.V    | 2006 
|Director           | Fortune River Resources Corp. | TSX.V    | 2002 
|Director           | Genco Resources Ltd.          | TSX.V    | 2004 
|Director/President | Golden Chalice Resources Inc. | TSX.V    | 2004 
|Director           | Gryphon Gold Corporation      | TSX.V    | 2003 
|Director           | Kalahari Resources Inc.       | TSX.V    | 1994 
|Director/President | Klondike Gold Corp.           | TSX.V    | 1985 
|Director           | Klondike Silver Corp.         | TSX.V    | 2005 
|Director           | Kootenay Gold Inc.            | TSX.V    | 2005 
|Director           | Radiant Resources Inc.        | TSX.V    | 1997 
|Director/President | Sedex Mining Corp.            | TSX.V    | 1980 
|Director/President | Zinccorp Resources Inc.       | TSX.V    | 2008 



Robert Hutchinson was graduated from the University of British Columbia with a Bachelor of Science Degree in 1978.  A co-founder of eCharge Corporation (www.echarge.com), he held numerous position within eCharge including, President and Chief Technical Officer.  Prior to co-founding eCharge Corporation, he was President of SNI Corporation, which specialized in the integration of SUN Microsystems UNIX based systems and Internet & Firewall Security.  He is Vice President and co-founder of Vivox International Inc.  As an independent director of the Company, Mr. Hutchinson supervises management and helps to ensure compliance with corporate governance policies and standards.



Marc Legault, with Agnico-Eagle Mines Ltd. Since 1988, is manager of project evaluations in Toronto.  He is currently managing the exploration and evaluation program at Agnicos Pinos Altos project in Chihuahua and is also directly involved in evaluating other exploration and mining opportunities in Mexico.  As an independent director of the Company, Mr. Legault supervises management and helps to ensure compliance with corporate governance policies and standards.



Stephen Pearce has been the Corporate Secretary of the Company since 12/11/2000 and CFO and a Director of the Company since 1/26/2006.  He was graduated from York University in 1993 with a degree in Economics.  He received his law degree from the University of British Columbia in 1996.  He is an attorney specializing in junior mining companies.  Mr. Pearce serves as a Director and Corporate Secretary of the following TSX Venture Exchange listed companies: Neodym Technologies Inc. and Sable Resources Ltd.  As a director of the Company, Mr. Pearce participates in management oversight and helps to ensure compliance with our corporate governance policies and standards.





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Dr. Andrew Robertson received his Doctorate and Bachelor of Science Degrees from the University of Witwatersrand in the Republic of South Africa.  He holds the designation of Professional Engineer that was awarded to him from both the Association of Professional Engineers & Geoscientists of British Columbia and the Association of Professional Engineers of Ontario.  Since April 1994, Robertson Geoconsultants Inc., a company he owns, has employed him; through this company he provides consulting services to mining companies.  Since April 1994, he has been a Director of Gemcom Software International Inc.  As an independent director of the Company, Mr. Robertson supervises management and helps to ensure compliance with corporate governance policies and standards.  He has been President/Director of InfoMine Inc. since 1984.



Edward K. Sorbarareceived his Bachelors Degree in Commerce from the University of Toronto in 1964 and his MBA from the University of Chicago in 1967.  He has been employed by Sorbara Services Ltd. as Principal since 1967.  Sorbara Services Ltd. is involved in the real estate industry in Toronto as developers.  As an independent director of the Company, Mr. Sorbara supervises management and helps to ensure compliance with corporate governance policies and standards.



J. Paul Sorbara has been the President of the Company since 2/5/1997 and a Director of the Company since 5/10/1998.  He is a graduate of the University of Toronto where he received a Bachelor of Science Degree in 1976 and a Master of Science Degree in 1979.  He received the designation of Professional Geologist in 1991 from the Association of Professional Engineers and Geoscientists in British Columbia; and in 1985 the Geological Association of Canada awarded him the designation of Fellow of the Geological Association of Canada.  He also serves as the President of Minera Delta S.A. de C.V., a wholly owned subsidiary of Golden Goliath.  He owns a consulting firm, Sorbara Geological Consulting Ltd., but devotes very little time to that company.  Since 2004, he has been a Director of Horizon Industries Ltd.  He devotes full time to his duties as the President of the Company.  As a director of the Company, Mr. Sorbara participates in management oversight and helps to ensure compliance with our corporate governance policies and standards.



The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles of Incorporation of the Company.  Their functions within the Company are detailed in ITEM #1.A.1.



The Senior Management serves at the pleasure of the Board of Directors.  Their functions within the Company are detailed in ITEM #1.A.2.



The Board has adopted a written Code of Business Ethics.  The Board of Directors expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity.  Management is expected to execute the Companys business plan and to meet performance objectives and goals.  In addition, the Board of Directors must comply with conflict of interest provisions in Canadian corporate law, including relevant securities regulatory instruments, in order to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.





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During the last five years, no Director and/or Senior Management has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Senior Management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.



Edward Sorbara, Director, is the cousin of J. Paul Sorbara, President/Director of the Company.  There are no other family relationships between any Directors or Senior Management.  There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.



6.B.  Compensation



Director Compensation

The Company has no program for compensating Directors for their service as directors.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors.  The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Company other than services ordinarily required of a Director.  The Companys directors also participate in the Companys Stock Option Plan; during Fiscal 2007, 1,075,000 stock options were granted to Directors.   No Director received any compensation for his services as a Director, including committee participation and/or special assignments, other than detailed in the following table which details compensation paid/accrued for Fiscal 2007/2006/2005 for each Director.



Senior Management Compensation

Total cash compensation accrued and/or paid (directly and/or indirectly) (refer to ITEM #7B for information regarding indirect payments) to all Senior Management during Fiscal 2008 ended 8/31/2008 was $231,186.



The following table details compensation paid/accrued for Fiscal 2008/2007/2006 ended August 31st for the Senior Management and Directors.



Table No. 4

Senior Management/Directors

Summary Compensation Table



|                                                        |                | Annual Compensation        | Long Term Compensation |                   
|------------------------------------------------------- | -------------- | -------------------------- | ---------------------- | ------------------
|                                                        |                |                            |                        |                   
|Name and Principal Position                             | Fiscal Year    | Salary                     | Bonus                  | Other Annual Comp.
|J. Paul Sorbara (2)
Director/President                  | 2008
2007
2006 | $120,000
$120,000
$120,000 | Nil
Nil
Nil            | $nil
$nil
$nil    
|Stephen Pearce (3)
Director/CFO/Secretary               | 2008
2007
2006 | $60,000
$15,000
$nil       | Nil
Nil
Nil            | $nil
$nil
$nil    
|Daniel Fernandez
Director/ Manager of Minera Delta S.A. | 2008
2007
2006 | $51,186
$40,683
$42,452    | Nil
Nil
Nil            | $nil
$nil
$nil    





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|Richard Hughes (4)
Director                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 2008
2007
2006 | $nil
$nil
$nil | Nil
Nil
Nil | $54,300
$53,000
$42,000 | Nil
100,000
125,000 | Nil
Nil
Nil | Nil
Nil
Nil | $nil
$nil
$nil
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | -------------- | ----------- | ----------------------- | ------------------- | ----------- | ----------- | --------------
|(1) No SARs have been granted.  All securities are under option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) Mr. Sorbaras annual compensation is paid to Sorbara Geological Consulting Ltd., private company owned and controlled by him.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) Mr. Pearce has been the Chief Financial Officer of the Company since January 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4) Mr. Hughess other annual compensation is paid to Hastings Management Corp., a company wholly owned by him; pursuant to administrative services provided to the Company including supervising and administering the financial requirements of the Companys business, producing quarterly accounts in accordance with the public recording requirements of the Companys business; communication with various regulatory authorities in order to ensure compliance with all applicable laws; assisting in the preparation of news releases, promotional materials and other documents required to be disseminated to the public and responding to any requests for information or questions which may be posed by the public, providing access to secretarial services and legal consultation; providing office space, office furniture, boardroom facilities, access to photocopier, fax and such other amenities normally associated with executive offices.



Options/SARs Granted/Cancelled During The Most Recently Completed Fiscal Year

At the beginning of Fiscal 2008, the most recently completed fiscal year; there were 4,985,000 stock options outstanding.  During Fiscal 2008, 545,000 stock options were granted to Senior Management, Directors, and employees/ consultants; all stock options vested upon granting.  During Fiscal 2008, no SARs (stock appreciation rights) were granted.  During Fiscal 2008: 180,000 stock options were exercised; 375,000 options were cancelled; 50,000 expired; and none were re-priced.



Table No. 5

Stock Option Grants in Fiscal 2008 Ended 8/31/2008



|Name                  | Number of Options Granted | PercentOf Total Options Granted | Exercise Price per Share | Grant Date | Expiration Date | Mkt. Value of Securities Underlying Options on Date of Grant
|--------------------- | ------------------------- | ------------------------------- | ------------------------ | ---------- | --------------- | ------------------------------------------------------------
|J. Paul Sorbara       | Nil                       | 0%                              |                          |            |                 |                                                             
|Daniel Fernandez      | Nil                       | 0%                              |                          |            |                 |                                                             
|Stephen Pearce        | Nil                       | 0%                              |                          |            |                 |                                                             
|Richard Hughes        | Nil                       | 0%                              |                          |            |                 |                                                             
|Robert Hutchinson     | Nil                       | 0%                              |                          |            |                 |                                                             
|Marc Legault          | Nil                       | 0%                              |                          |            |                 |                                                             
|Andrew Robertson      | Nil                       | 0%                              |                          |            |                 |                                                             
|Edward Sorbara        | Nil                       | 0%                              |                          |            |                 |                                                             
|Management/Directors  | Nil                       |                                 |                          |            |                 |                                                             
|Employees/Consultants | 425,000                   | 78%                             | $0.35                    | 11/26/2007 | 11/25/2012      | $0.30                                                       
|Employees/Consultants | 120,000                   | 22%                             | $0.31                    | 10/05/2007 | 10/05/2012      | $0.31                                                       
|TOTAL                 | 545,000                   | 100%                            |                          |            |                 |                                                             



Options/SARs Exercised During The Most Recently Completed Fiscal Year

During Fiscal 2008 Ended 8/31/2008, the most recently completed fiscal year, no stock options were exercised by Senior Management and/or Directors.  No SARs (stock appreciation rights) were exercised during this period.



The following table gives certain information concerning stock option exercises during Fiscal 2008 by the Companys Senior Management and Directors.  It also gives information concerning stock option values.



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Table No. 6

Aggregated Stock Options Exercises in Fiscal 2008

Fiscal Yearend Unexercised Stock Options

Fiscal Yearend Stock Option Values

Senior Management/Directors



|Name              | Number of Shares Acquired on Exercise | Aggregate Value Realized | Number of
Unexercised
Options at
Fiscal
Year-End
Exercisable/
Unexercisable | Value of
Unexercised
In-the-Money
Options at
Fiscal Year-End Exercisable/
Unexercisable
|----------------- | ------------------------------------- | ------------------------ | --------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------
|J. Paul Sorbara   | 50,000                                | $4,500                   | 750,000/nil                                                                 | $nil/$nil                                                                              
|Stephen Pearce    | 25,000                                | $2,250                   | 450,000/nil                                                                 | $nil/$nil                                                                              
|Richard Hughes    | 20,000                                | $1,800                   | 355,000/nil                                                                 | $nil/$nil                                                                              
|Daniel Fernandez  | Nil                                   | $nil                     | 500,000/nil                                                                 | $nil/$nil                                                                              
|Robert Hutchinson | Nil                                   | $nil                     | 375,000/nil                                                                 | $nil/$nil                                                                              
|Marc Lagault      | Nil                                   | $nil                     | 375,000/nil                                                                 | $nil/$nil                                                                              
|Andrew Robertson  | Nil                                   | $nil                     | 375,000/nil                                                                 | $nil/$nil                                                                              
|Edward Sorbara    | Nil                                   | $nil                     | 375,000/nil                                                                 | $nil/$nil                                                                              



Stock Options.  The Company may grant stock options to Directors, Senior Management and employees.  Refer to ITEM #6.E., Share Ownership and Tables No. 4/5/6/7/8 information about stock options.



Change of Control Remuneration.  The Company has no plans or arrangements in respect of remuneration received or that may be received by Senior Management of the Company in Fiscal 2008 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$100,000 per Senior Management.



Bonus/Profit Sharing/Non-Cash Compensation.  The Company has no Bonus/Profit Sharing/Non-Cash Compensation arrangements.



Pension/Retirement Benefits.  No funds have been set aside or accrued by the Company since incorporation to provide pension, retirement or similar benefits for Directors or Senior Management.



Other Compensation.  No Senior Management and/or Director received other compensation in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Senior Management/Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation, other than disclosed in Table No. 4/5/6/7/8, ITEM #6B and ITEM #7B.



Written Management Agreements

The Company has retained Mr. Hughes through Hastings Management Corp., a company wholly owned by him.  Pursuant to administrative services provided to the Company including supervising and administering the financial requirements of the Companys business, producing quarterly accounts in accordance with the public recording requirements of the Companys business; communication with various regulatory authorities in order to ensure compliance with all applicable laws; assisting in the preparation of news releases, promotional materials and other documents required to be disseminated to the public and responding to any requests for information or questions which may be posed by the public, providing access to secretarial services and legal consultation; providing office space, office furniture, boardroom facilities, access to photocopier, fax and such other amenities normally associated with executive offices.  He is paid $3,500 per month.  The contract expires 12/31/2009; but, is automatically renewed each year unless terminated in writing.



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6.C.  Board Practices

All directors hold office until the next meeting of the shareholders of the Company unless they resign or are removed in accordance with the Companys Articles.  Senior Management are appointed to serve at the discretion of the Board of Directors.  The Board of Directors and Committees of the Board schedule regular meetings over the course of the year.



The fundamental objective of the Board is to ensure that it operates in a fashion that maximizes shareholder value over the long term.  The Boards duties and responsibilities are all carried out in a manner consistent with that fundamental objective.   The principal duty and responsibility of the Board is to oversee the management and operations of the Company, with the day-to-day management of the business and affairs of the Company delegated by the Board to the President/CEO and other Senior Management.



The Boards responsibilities include overseeing the conduct of the Companys business, providing leadership and direction to its management, and setting policies.  Strategic direction for the Company is developed through the Boards annual planning process.  Through this process, the Board adopts the operating plan for the coming year, and monitors managements progress relative to that plan through a regular reporting and review process.



The Board has delegated to the President/CEO and other Senior Management responsibility for the day-to-day management of the business of the Company.  Matters of policy and issues outside the normal course of business are brought before the Board for its review and approval, along with all matters dictated by statute and legislation requiring Board review and approval.  The President/CEO and other Senior Management review the Companys progress in relation to the current operating plan at in-person and telephone-conference Board meetings.  The Board meets on a regular basis with and without management present.  Financial, operational and strategic issues facing the Company are reviewed, monitored and approved at the Board meetings.





6.C.1.  Terms of Office.  Refer to ITEM 6.A and ITEM 6.C.

6.C.2.  Directors Service Contracts.  No Disclosure Necessary







45





6.C.3.  Board Independence

The Board of Directors has adopted standards for determining whether a director is independent from management.  The Board reviews, consistent with the Companys corporate governance guidelines, whether a director has any material relationship with the Company that would impair the directors independent judgment.  The Board of Directors has affirmatively determined, based on its standards, that the Messrs. Richard Hughes, Robert Hutchinson, Marc Legault, Andrew Robertson, and Edward Sorbara are independent.



6.C.4.  Board meetings and committees; annual meeting attendance

During Fiscal 2008, the Board of Directors held one regularly scheduled meeting.  For various reasons, Board members may not be able to attend a Board meeting; all Board members are provided information related to each of the agenda items before each meeting, and, therefore, can provide counsel outside the confines of regularly scheduled meetings.  No director attended fewer than 75% of the aggregate of: (1) the total number of meetings of the Board of Directors, while he was a Director; and (2) the total number of meetings of committees of the Board of Directors on which the director served.  Directors are encouraged to attend annual meetings of our stockholder; all but Richard Hughes, Marc Legault, Edward Sorbara, Robert Hutchinson and Daniel Fernandez of the directors attended the February 2009 annual shareholders meeting.



The Company has an Audit Committee, which recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Companys audits, the Companys internal accounting controls, and the professional services furnished by the independent auditors to the Company.  The Company has an Audit Committee charter, adopted 9/1/2006.  The current members of the Audit Committee are: Stephen Pearce, Andrew Robertson (independent), and Edward Sorbara (independent).  The Audit Committee met one time during Fiscal 2008 and has not met during Fiscal 2009-to-date.



The Company does not have an audit committee financial expert serving on its Audit Committee.  The Companys Audit Committee consists of three independent directors, all of whom are both financially literate and very knowledgeable about the Companys affairs.  Because the Companys structure and operations are straightforward, the Company does not find it necessary to augment its Board with a financial expert.



6.C.5.  Code of Ethics

The Board has not adopted a written Code of Business Ethics.  However, the Board of Directors expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity. Management is expected to execute the Companys business plan and to meet performance objectives and goals.  In addition, the Board of Directors must comply with conflict of interest provisions in Canadian corporate law, including relevant securities regulatory instruments, in order to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.  During Fiscal 2008 and Fiscal 2009-to-date, there are no material change reports relating to the conduct of any Directors or executive officers of the Company.



6.D.  Employees

As of 1/31/2008, the Company had ten full-time employees and several part-time employees/consultants, including the Senior Management; eight of these employees are directly engaged in mineral exploration/development.  As of 8/31/2007 and 8/31/2006, the Company had ten and six employees, respectively, including the Senior Management.  None of the Company's employees are covered by collective bargaining agreements.





46



6.E.  Share Ownership

The following table lists Directors and Senior Management who beneficially own the Company's voting securities, consisting solely of common shares, and the amount of the Company's voting securities owned by the Directors and Senior Management as a group.  The table also includes all persons/companies where the Company is aware that they have 5% or greater beneficial interest in the Companys voting securities.



Table No. 7

Shareholdings of Directors and Senior Management

Shareholdings of 5% Shareholders

December 10, 2008



|Title of Class | Name of Beneficial Owner                 | Amount and Nature of Beneficial Ownership | Percent of Class
|-------------- | ---------------------------------------- | ----------------------------------------- | ----------------
|Common         | Sprott Asset Management (1)              | 8,934,868                                 | 14.7%           
|Common         | Agnico Eagle Mines Limited (2)           | 9,112,000                                 | 15.0%           
|               | 5% Shareholder Subtotal                  | 2,219,600                                 | 3.6             
|Common         | J. Paul Sorbara (3)                      | 1,869,600                                 | 3.0%            
|Common         | Daniel Fernandez (4)                     | 1,640,000                                 | 2.6%            
|Common         | Edward Sorbara (5)                       | 1,111,625                                 | 1.8%            
|Common         | Richard Hughes (6)                       | 625,000                                   | 1.1%            
|Common         | Andrew Robertson (7)                     | 576,000                                   | 0.9%            
|Common         | Stephen Pearce (8)                       | 619,000                                   | 1.0%            
|Common         | Robert Hutchinson (9)                    | 350,000                                   | 0.6%            
|Common         | Marc Legault (10)                        | 400,000                                   | 0.6%            
|               | Directors and Senior Management Subtotal | 7,121,725                                 | 11.0%           
|               | TOTAL                                    | 25,168,593                                | 39.0%           

------------------------------------------------------------------------------

(1)

Sprott Asset Management is a financial institution.

Their address is:  200 Bay Street, Toronto, Ontario, Canada  M5J 2J1

The contact person is: Eric Sprott



1,500,000 represent currently exercisable warrants.



The Company believes that of this total, 1,500,000, or approximately 2.5% of the Companys outstanding shares, represent shares issued in April 2007 by way of private placement, as agent for beneficial owners and that Sprott Asset Management does not beneficially own, directly or indirectly, or exercise control or direction over such shares.  The Company is not aware whether Sprott Asset Management beneficially owns or exercises control or direction over the remaining 7,434,868 shares, representing approximately 12.2% of the Companys outstanding shares

(2)

Agnico Eagle Mines Limites is a Canadian mining company publicly traded on the NYSE and TSX Exchange.  Their address is: 145 King Street East, Toronto, Ontario, M5C 2Y7.  The contact person is: David Smith; VP, Investor Relations.



3,750,000 represent currently exercisable warrants.

(3)

1,100,000 represent currently exercisable stock options.

1,119,600 common shares and 550,000 stock options are held indirectly through Sorbara Geological Consulting Limited, a private company control by Mr. Sorbara.

(4)

525,000 represent currently exercisable stock options.

(5)

375,000 represent currently exercisable stock options.

(6)

325,000 represent currently exercisable stock options.

(7)

375,000 represent currently exercisable stock options.

The 201,000 common shares are registered in the name of A. MacG. Robertson & Associates Inc. and A. MacG. Holdings Inc., of which Andrew MacG. Robertson is the sole owner of all issued voting shares.

(8)

525,000 represent currently exercisable stock options.

(9)

350,000 represent currently exercisable stock options.

(10)

400,000 represent currently exercisable stock options.



#  Based on 60,934,037 common shares outstanding at 12/5/2008, and warrants and stock options held by each beneficial holder exercisable within sixty days.





47





Stock Options

Incentive stock options are granted by the Company in accordance with the rules and policies of the Toronto Stock Exchange, the Canada Business Corporations Act, and the Ontario Securities Commission, including the number of common shares under option, the exercise price and expiry date of such options, and any amendments thereto.  The Company adopted its current formal written stock option plan (the Stock Option Plan) on 2/5//2006.



The principal purposes of the Companys stock option program are to (a) promote a proprietary interest in the Company among the officers, directors and employees of the Company and its affiliates, (b) retain and attract the qualified officers, directors and employees the Company requires, (c) provide a long-term incentive element in overall compensation, and (d) promote the long-term profitability of the Company.



The Stock Option Plan provides that stock options may be granted to Directors, Senior Management, employees and consultants of the Company (and any subsidiary of the Company) and management-company employees.  For the purposes of the Stock Option Plan, the terms employees, consultants and management company employees have the meanings set out in Toronto Venture Exchange policy.  In addition, the term director is defined in Toronto Venture Exchange policy to include Directors, Senior Management and management company employees.



Under the Stock Option Plan, the Companys board of directors (the Board) may, from time to time, designate a director or other senior officer or employee of the Company as administrator (the Administrator) for the purposes of administering the Plan.  Currently, the Administrator is the Corporate Secretary.



The principal purposes of the Companys stock option program are to (a) promote a proprietary interest in the Company among the officers, directors and employees of the Company and its affiliates, (b) retain and attract the qualified officers, directors and employees the Company requires, (c) provide a long-term incentive element in overall compensation, and (d) promote the long-term profitability of the Company.



The Stock Option Plan provides that stock options may be granted to directors, senior officers, employees and consultants of the Company (and any subsidiary of the Company) and management-company employees.  For the purposes of the Stock Option Plan, the terms employees, consultants and management company employees have the meanings set out in TSX Venture Exchange Policy 4.4.  In addition, the term director is defined in TSX Venture Exchange Policy 4.4 to include directors, senior officers and management company employees.



Under the Stock Option Plan, the Companys board of directors (the Board) may, from time to time, designate a director or other senior officer or employee of the Company as administrator (the Administrator) for the purposes of administering the Plan.  Currently, the Administrator is the Corporate Secretary of the Company.



48





The Stock Option Plan provides for the issuance of stock options to acquire at any time up to a maximum of 10% of the issued and outstanding common shares of the Company (subject to standard anti-dilution adjustments).  If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated stock option shall again be available for the purposes of the Stock Option Plan.  Any stock option outstanding when the Stock Option Plan is terminated will remain in effect until it is exercised or it expires.  The Stock Option Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:



(a)

options will be non-assignable and non-transferable except that they will be exercisable by the personal representative of the option holder in the event of the option holders death;

(b)

options may be exercisable for a maximum of five years from grant date;

(c)

options to acquire no more than 5% of the issued shares of the Company may be granted to any one individual in any twelve-month period;

(d)

options to acquire no more than 2% of the issued shares of the Company may be granted to any one consultant in any twelve-month period;

(e)

options to acquire no more than an aggregate of 2% of the issued shares of the Company may be granted to an employee conducting investor relations activities (as defined in TSX Venture Exchange Policy 1.1), in any twelve-month period;

(f)

options held by an option holder who is a director, employee, consultant or management company employee must expire within 90 days after the option holder ceases to be a director, employee, consultant or management company employee;

(g)

options held by an option holder who is engaged in investor relations activities must expire within 30 days after the option holder ceases to be employed by the Company to provide investor relations activities; and

(h)

in the event of an option holders death, the option holders personal representative may exercise any portion of the option holders vested outstanding options for one year following the option holders death.



The names and titles of the Directors/Senior Management of the Company to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in following table, as well as the number of options granted to Directors/Senior Management, and all employees and consultants as a group.



Table No. 8

Stock Options Outstanding

January 31, 2009



|Name               | Number of Options Granted or Remaining | Exercise Price per Share | Grant Date | Expiration Date
|------------------ | -------------------------------------- | ------------------------ | ---------- | ---------------
|Officers/Directors |                                        |                          |            |                
|J. Paul Sorbara    | 250,000                                | $0.40                    | 7/16/2006  | 7/16/2012      
|                   | 300,000                                | $0.36                    | 6/29/2006  | 6/29/2011      
|                   | 100,000                                | $0.30                    | 11/19/2004 | 11/19/2009     
|                   | 450,000                                | $0.10                    | 12/8/2008  | 12/7/2013      
|Stephen Pearce     | 150,000                                | $0.40                    | 7/16/2006  | 7/16/2012      
|                   | 250,000                                | $0.36                    | 6/29/2006  | 6/29/2011      
|                   | 50,000                                 | $0.30                    | 11/19/2004 | 11/19/2009     
|                   | 75,000                                 | $0.10                    | 12/8/2008  | 12/7/2013      
|Daniel Fernandez   | 175,000                                | $0.40                    | 7/16/2006  | 7/16/2012      
|                   | 250,000                                | $0.36                    | 6/29/2006  | 6/29/2011      
|                   | 50,000                                 | $0.30                    | 11/19/2004 | 11/19/2009     
|                   | 50,000                                 | $0.10                    | 12/8/2008  | 12/7/2013      



49





|Richard Hughes             | 100,000   | $0.40 | 7/16/2006  | 7/16/2012 
|-------------------------- | --------- | ----- | ---------- | ----------
|                           | 125,000   | $0.36 | 6/29/2006  | 6/29/2011 
|                           | 50,000    | $0.30 | 11/19/2004 | 11/19/2009
|                           | 50,000    | $0.10 | 12/8/2008  | 12/7/2013 
|Robert Hutchinson          | 100,000   | $0.40 | 7/16/2006  | 7/16/2012 
|                           | 150,000   | $0.36 | 6/29/2006  | 6/29/2011 
|                           | 75,000    | $0.30 | 11/19/2004 | 11/19/2009
|                           | 25,000    | $0.10 | 12/8/2008  | 12/7/2013 
|Marc Legault               | 100,000   | $0.40 | 7/16/2006  | 7/16/2012 
|                           | 275,000   | $0.36 | 6/29/2006  | 6/29/2011 
|                           | 25,000    | $0.10 | 12/8/2008  | 12/7/2013 
|Andrew Robertson           | 100,000   | $0.40 | 7/16/2006  | 7/16/2012 
|                           | 200,000   | $0.36 | 6/29/2006  | 6/29/2011 
|                           | 50,000    | $0.30 | 11/19/2004 | 11/19/2009
|                           | 25,000    | $0.10 | 12/8/2008  | 12/7/2013 
|Edward Sorbara             | 100,000   | $0.40 | 7/16/2006  | 7/16/2012 
|                           | 175,000   | $0.36 | 6/29/2006  | 6/29/2011 
|                           | 50,000    | $0.30 | 11/19/2004 | 11/19/2009
|                           | 50,000    | $0.10 | 12/8/2008  | 12/7/2013 
|Total Officers/Directors   | 3,975,000 |       |            |           
|Employees/Consultants/etc. | 225,000   | $0.40 | 7/16/2006  | 7/16/2012 
|                           | 415,000   | $0.35 | 11/26/2007 | 11/25/2012
|                           | 450,000   | $0.36 | 6/29/2006  | 6/29/2011 
|                           | 90,000    | $0.30 | 11/19/2004 | 11/19/2009
|                           | 60,000    | $0.42 | 5/23/2007  | 5/22/2012 
|                           | 120,000   | $0.31 | 10/5/2007  | 10/4/2012 
|                           | 175,000   | $0.10 | 12/8/2008  | 12/7/2013 
|TOTAL                      | 1,535,000 |       |            |           





ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



7.A.  Major Shareholders.



7.A.1.a.  Holdings By Major Shareholders.

Refer to ITEM #6.E, and Tables No. 4/5/6/7/8, for details regarding securities held by 5% Shareholders, Senior Management, Directors, and others.



7.A.1.b.  Significant Changes in Major Shareholders Holdings.

The participation in private placements of equity by the Company and exercise of stock options/share purchase warrants has lead over the last several years to some significant changes in the holdings of major shareholders (five percent) direct/indirect holdings of common shares.  Refer to ITEM #6E and Table No. 7 for additional information.

|                               | Common Shares Owned at 8/31/2008 | Common Shares Owned at 8/31/2007 | Common Shares Owned at 8/31/2006
|------------------------------ | -------------------------------- | -------------------------------- | --------------------------------
|Sprott Asset Management (1)    | 6,958,500                        | 9,910,500                        | 6,910,500                       
|Agnico Eagle Mines Limited (2) | 5,362,000                        | 5,362,000                        | 1,612,000                       





7.A.1.c.  Different Voting Rights.  The Companys major shareholders do not have different voting rights.



50





7.A.2.  Canadian Share Ownership.  On 1/31/2009, the Companys shareholders list showed 60,934,037 common shares outstanding, with 45 registered shareholders.  15 of these shareholders were resident in Canada, holding 58,080,399 common shares (representing about 95% of the issued/outstanding shares); 28 registered shareholders were resident in the United States, holding 2,743,638 common shares (representing about 5%); and two registered shareholders were resident in other countries, holding 110,000 common shares.



The Company has researched the indirect holding by depository institutions and other financial institutions; based on this research and other research into the indirect holdings of other institutions, the Company estimates that it has about 1400 holders of record in Canada, holding approximately 95% of the outstanding shares of the Company, and over 1500beneficial owners that own 100% of its common shares.





7.A.3.  Control of Company.  The Company is a publicly owned Canadian corporation, the shares of which are owned by Canadian residents, United States residents, and other foreign residents.  The Company is not controlled by any foreign government or other person(s) except as described in ITEM #4.A., History and Growth of the Company; and ITEM #6.E., Share Ownership.





7.A.4.  Change of Control of Company Arrangements.

No Disclosure Necessary



7.B.  Related Party Transactions

The Company has an administrative services agreement with Hastings Management Corp. whereby Hastings provides services to the Company including supervising and administering the financial requirements of the Companys business, producing quarterly accounts in accordance with public reporting requirements; communicating with various regulatory authorities in order to ensure compliance with all applicable laws; assisting in the preparation of news releases, promotional materials and other documents required to be disseminated to the public and responding to any requests for information or questions which may be posed by the public; providing access to legal consultation; providing office space, office furniture, boardroom facilities, access to photocopier, fax and such other amenities normally associated with office needs; and providing such other additional instructions and directions as the Company may require. These costs to Hastings Management are divided between several public and private companies and not all the costs of each category is paid by any one company. As such, while most companies charge these expenses individually to the income statement the Company reduces these costs by sharing them with other companies. Hastings Management estimates the percentage of time spent on any one company in any given period and it is charged proportionately. Richard Hughes, a Director of Golden Goliath, owns Hastings Management.  During the Fiscal 2008 Ended August 31, 2008, Hastings Management charged the Company $54,300 (2007 = $53,000)(2006 = $42,000) for these services.



J.Paul Sorbaras annual compensation is paid to Sorbara Geological Consulting Ltd., private company owned and controlled by him.  During Fiscal 2008/2007/2006, this firm was paid $120,000, $120,000, and $120,000.



Accounts payable and accrued liabilities at 8/31/2008 included $16,122 (2007 = $3,382)(2006 = $3,382) due to Numbered Investment Company.



During Fiscal 2008 Ended August 31, 2008, the Company paid $51,186 (2007 = $40,682)(2006 = $42,452) in wages and benefits to Daniel Fernandez, a director.





51





During Fiscal 2008 Ended August 31, 2008, the Company paid $60,000 (2007 = $15,000)(2006 = $Nil) in consulting fees to Stephen Pearce, a director.



Other than as disclosed above and in the MD&A in ITEM #5, there have been no transactions since 8/31/2007, or proposed transactions, which have materially affected or will materially affect the Company in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common shares, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.  Management believes the transactions referenced above were on terms at least as favorable to the Company as the Company could have obtained from unaffiliated parties.





7.C.  Interests of Experts and Counsel

--- No Disclosure Necessary ---





ITEM 8.  FINANCIAL INFORMATION



8.A.  Statements and Other Financial Information

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.



The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit reports of Davidson & Company LLP, Chartered Accountants are included herein immediately preceding the financial statements.



Audited Financial Statements

Fiscal 2008/2007/2006 Ended August 31st



8.A.7.  Legal/Arbitration Proceedings

The Directors and the Senior Management of the Company do not know of any material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.



The Directors and the Senior Management of the Company know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.



8.B.  Significant Changes

No undisclosed significant change has occurred since the date of the annual financial statements and/or since the date of the most recent interim financial statements.



ITEM 9.  THE OFFER AND LISTING



9.A.  Common Share Trading Information

The Company's common shares began public trading on 10/16/2001.  The current stock symbol on the TSX Venture Exchange in Toronto, Ontario, Canada is GNG.  The CUSIP number is 381059104.





52





The following table lists the volume of trading and high, low and closing sales prices on the TSX Venture Exchange for the Company's common shares for: the last six months the last eight fiscal quarters, and the last five fiscal years.





Table No. 9

TSX Venture Exchange

Common Shares Trading Activity

Canadian Dollars



|Period Ended | Volume     | High  | Low   | Closing
|------------ | ---------- | ----- | ----- | -------
|Monthly      |            |       |       |        
|1/31/2009    | 4,338,400  | $0.13 | $0.06 | $0.07  
|12/31/2008   | 2,333,500  | $0.10 | $0.04 | $0.08  
|11/30/2008   | 3,992,100  | $0.11 | $0.04 | $0.06  
|10/31/2008   | 1,386,900  | $0.14 | $0.05 | $0.08  
|9/30/2008    | 885,700    | $0.16 | $0.10 | $0.14  
|8/31/2008    | 407,400    | $0.24 | $0.13 | $0.15  
|Quarterly    |            |       |       |        
|11/30/2008   | 6,264,700  | $0.16 | $0.04 | $0.06  
|8/31/2008    | 1,539,100  | $0.30 | $0.13 | $0.15  
|5/31/2008    | 1,730,200  | $0.33 | $0.22 | $0.26  
|2/29/2008    | 4,449,900  | $0.40 | $0.20 | $0.31  
|11/30/2007   | 4,284,500  | $0.45 | $0.27 | $0.35  
|8/31/2007    | 2,839,000  | $0.45 | $0.25 | $0.29  
|5/31/2007    | 3,058,300  | $0.54 | $0.38 | $0.38  
|2/28/2007    | 5,306,500  | $0.49 | $0.25 | $0.41  
|11/30/2006   | 2,095,100  | $0.40 | $0.24 | $0.32  
|Yearly       |            |       |       |        
|8/31/2008    | 12,113,700 | $0.45 | $0.13 | $0.15  
|8/31/2007    | 13,298,900 | $0.49 | $0.24 | $0.29  
|8/31/2006    | 23,673,000 | $0.70 | $0.15 | $0.35  
|8/31/2005    | 9,882,700  | $0.35 | $0.14 | $0.16  
|8/31/2004    | 26,998,900 | $0.72 | $0.23 | $0.26  





The Companys common shares began trading on the Berlin Stock Exchange on 4/23/2004, with the trading symbol of GGZ.BE.  Total volume through 1/31/2009 was 99,500.  Prices ranged from euro$0.02 to euro$0.51; the closing price on 1/30/2009 was euro$0.04.



The Companys common shares began trading on the Frankfurt Stock Exchange on 1/14/2004, with the trading symbol of GGZ.F.  Total volume through 1/31/2009 was 5,500,600.  Prices ranged from euro$0.01 to euro$0.50; the closing price on 1/30/2009 was euro$0.05.



The Companys common shares began trading on the Munich-Stock Exchange on 1/17/2006, with the trading symbol of GGZ.MU.  Total volume through 1/31/2009 was 2,101,800.  Prices ranged from euro$0.01 to euro$0.47; the closing price on 1/31/2009 was euro$0.03.





53





The Companys common shares began trading on the XETRA-Stock Exchange in Europe on 1/10/2006, with the trading symbol of GGZ.DE.  Total volume through 1/31/2009 was 84,700.  Prices ranged from euro$0.18 to euro$0.56; the closing price on 10/18/2007 (last trade) was euro$0.20.





9.A.5.  Common Share Description



Registrar/Common Shares Outstanding/Shareholders

The Company's common shares are issued in registered form and the following information is taken from the records of Computershare Investor Services Inc. [located at 510 Burrard Street, Vancouver, British Columbia Canada  V5K 1A1], the registrar and transfer agent for the common shares.



The authorized capital of Golden Goliath consists of an unlimited number of common shares without par value.



Common Share Description

All of the authorized common shares of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.



Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.  No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.



Provisions as to the modification, amendment or variation of such shareholder rights or provisions are contained in the British Columbia Corporations Act.  Unless the British Columbia Corporation Act or the Company's Articles of Incorporation or Memorandum otherwise provide, any action to be taken by a resolution of the members may be taken by an ordinary resolution or by a vote of a majority or more of the shares represented at the shareholders' meeting.



The Company's Articles and the British Columbia Corporations Act contain provisions, which require a special resolution for effecting certain corporate actions.  Such a special resolution requires a two-third vote of shareholders rather than a simple majority for passage.  The principle corporate actions that require a special resolution include:



a.

Transferring the Company's jurisdiction from British Columbia to another jurisdiction;

b.

Giving financial assistance under certain circumstances;

c.

Certain conflicts of interest by Directors;

d.

Disposing of all/substantially all of Company's undertakings;

e.

Removing Director before expiration of his term of office;

f.

Certain alterations of share capital;

g.

Changing the Company name; and

h.

Certain reorganizations of the Company.



There are no restrictions on the repurchase or redemption of common shares of the Company while there is any arrearage in the payment of dividends or sinking fund installments.



54





Stock Options

Refer to ITEM #6E and Tables No. 4/5/6/7/8 for additional information.



Warrants

The following table lists share purchase warrants outstanding, the date the share purchase warrants were issued, the exercise price, and the expiration date of the share purchase warrants.  At 1/31/2009, there were 109 holders of the 18,352,726 share purchase warrants: 91 of whom were resident in Canada; three of whom were resident in the United States; and 15 international holders.  These warrants were issued in conjunction with private placements and are non-transferable.  Refer to ITEM #10.A.6. History of Share Capital and ITEM #5 Financings for additional details of the private placements.



Table No. 10

Share Purchase Warrants Outstanding

January 31, 2009



|Effective
Date of
Issuance | Number of
Share
Purchase
Warrants
Originally
Issued | Number of
Share
Purchase
Warrants
Still
Outstanding | Year #1 | Year #2 | Expiration Date
of Share
Purchase
Warrants
|-------------------------- | --------------------------------------------------- | --------------------------------------------------- | ------- | ------- | ------------------------------------------
|April 21, 2007             | 16,618,000                                          | 16,618,000                                          | $0.45   | $0.45   | April 21, 2009                            
|April 21, 2007             | 1,482,250                                           | 1,482,250                                           | $0.45   | $0.45   | April 21, 2009                            
|April 21, 2007             | 252,476                                             | 252,476                                             | $0.45   | $0.45   | April 21, 2009                            

-----------------------------------------------------------------------------

Upon Golden Goliaths shares trading at or above a weighted average trading price of $0.75 for 20 consecutive trading days, the Company may give notice that the warrants will expire 30 days from the date of providing such notice (in writing to warrant holders and via a news release).

______________________________________________________________________________

______________________________________________________________________________





9.A.6.    Differing Rights

9.A.7.a.  Subscription Warrants/Right



9.A.7.b.  Convertible Securities/Warrants

The Company has no convertible securities.  Refer to ITEM #9.4.5. Warrants above for information about warrants outstanding.



9.C.  Stock Exchanges Identified

The common shares trade on the TSX Venture Exchange in Canada and in Europe on the Berlin Stock Exchange, the Frankfurt Stock Exchange, the Munich Stock Exchange, and the XETRA Exchange.



ITEM 10.  ADDITIONAL INFORMATION



10.A.  Share Capital

--- Not Applicable ---



10.B.  Memorandum and Articles of Association

Refer to discussion in Form-20-FR Registration Statement and amendments for more information about the Companys articles.



10.C.  Material Contracts

--- No Disclosure Necessary ---





55





10.D.  Exchange Controls

Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company's securities, except as discussed in ITEM 10.E., Taxation below.



Restrictions on Share Ownership by Non-Canadians

There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of control of the Company by a non-Canadian.  The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company.  Non-Canadian generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.



10.E  Taxation

The Company believes the following is a brief summary of all material principal Canadian federal income tax consequences to a holder of common shares of the Company (a U.S. Holder) who deals at arm's length with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the Act) and the Canada  United States Income Tax Convention (the Treaty), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere.



U.S. Holders are urged to consult their own tax advisors with respect to their particular circumstances.



Under the Act and the Treaty, a U.S. Holder of common shares will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares.  The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of the Company and the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities.



In general, a U.S. Holder will not be subject to Canadian income tax on capital gains arising on the disposition of shares of the Company unless (i) at any time in the five-year period immediately preceding the disposition, 25% or more of the shares of any class or series of the Companys capital stock was owned by (or was under option of or subject to an interest of) the U.S. holder or persons with whom the U.S. holder did not deal at arm's length, and (ii) the value of the Companys common shares at the time of the disposition derives principally from real property (as defined in the Treaty) situated in Canada.  For this purpose, the Treaty defines real property situated in Canada to include rights to explore for or exploit mineral deposits situated in Canada, rights to amounts computed by reference to the amount or value of production from such mineralization, certain other rights in respect of properties situated in Canada and shares of a corporation the value of whose shares is derived principally from real property situated in Canada.





56





The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company.  A foreign corporation, such as the Company, will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year.  The Company believes that it was not a passive foreign investment company for the taxable years ended 7/31/2008 or 7/31/2007 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.



This summary does not address potential tax effects relevant to our Company or those tax considerations that depend upon circumstances specific to each investor.  In addition, this discussion does not address the tax consequences that may be relevant to particular investors subject to special treatment under certain U.S. Federal income tax laws, such as dealers in securities, tax-exempt entities, banks, insurance companies and non-U.S. Holders.  Accordingly, holders and prospective holders of our common shares should consult with their own tax advisors with respect to the income tax consequences to them of purchasing, owning and disposing of common shares in our Company



10.F.  Dividends and Paying Agents

The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.



Notwithstanding the aforementioned: the Company is unaware of any dividend restrictions; has no specific procedure for the setting of the date of dividend entitlement; but might expect to set a record date for stock ownership to determine entitlement; has no specific procedures for non-resident holders to claim dividends, but might expect to mail their dividends in the same manner as resident holders.  The Company has not nominated any financial institutions to be the potential paying agents for dividends in the United States.



10.G.  Statement by Experts

--- Not Applicable ---



10.H.  Documents on Display

The Companys documents can be viewed at its Canadian office, located at:

675 West Hastings Street, #711, Vancouver, British Columbia, Canada  V6B 1N2.



The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and files reports, registration statements and other information with the Securities and Exchange Commission (the SEC).  The Companys reports, registration statements and other information can be inspected on the SECs website at www.sec.gov and such information can also be inspected and copies ordered at the public reference facilities maintained by the SEC at the following location: Judiciary Plaza, 100 F Street NE, Washington, D.C.  20549.





ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a small business issuer, as defined in Section 240.12b-2; and thus, Item #11 is not applicable.





57





ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A.  Debt Securities            --- No Disclosure Necessary ---

12.B.  Warrants and Rights        --- Refer to ITEM #9, Warrants

12.C.  Other Securities           --- No Disclosure Necessary ---

12.D.  American Depository Shares  -- No Disclosure Necessary ---





PART II



ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY

HOLDERS AND USE OF PROCEEDS

--- No Disclosure Necessary ---



ITEM 15.  CONTROLS AND PROCEDURES



Disclosure Controls and Procedures

The Companys disclosure controls and procedures are designed to provide reasonable assurance that material items requiring disclosure by the Company are identified and reported in a timely manner.  As of August 31, 2008, an evaluation was carried out under the supervision of, and with the participation of, the Company management, including by the Chief Executive Officer and Chief Financial Officer of the effectiveness of the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended).  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of August 31, 2008, were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Office and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



It should be noted that while the Company's Chief Executive Officer and Chief Financial Officer believe that the Companys disclosure controls and procedures provide a reasonable level of assurance and that they are effective, they do not expect that the disclosure controls and procedures can prevent all errors or mistakes.  A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  The Companys Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this report our disclosure controls and procedures are effective at that reasonable assurance level.







58







Managements Annual Report on Internal Control over Financial Reporting

The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Management conducted an evaluation of the effectiveness of the Companys internal control over financial reporting based on the framework in Internal Control  Integrated Framework issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this evaluation, management concluded that the Companys internal control over financial reporting were effective as of August 31, 2008.



Management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with GAAP.  The Board of Directors is responsible for ensuring that management fulfills its responsibilities.  The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements.  Management reviewed the results of their assessment with the Companys Audit Committee.



There are inherent limitations in the effectiveness of internal controls over financial reporting, including the possibility that misstatements may not be prevented or detected.  Accordingly, even effective internal controls over financial reporting can provide only reasonable assurance with respect to financial statement preparation.  Furthermore, the effectiveness of internal controls can change with circumstances.  The Company has paid particular attention to segregation of duties matters surrounding its internal controls over financial reporting as the Company has only limited staff resources at the present time such that ideal segregation of duties is not feasible.  This risk is mitigated by management and Board review where appropriate.  At the present time, the Company does not anticipate hiring additional accounting or administrative staff as this is not considered necessary or practical and accordingly, will continue to rely on review procedures to detect potential misstatements in reporting of material to the public.



The Companys management, including the CEO and CFO, believe that any internal controls over financial reporting, including those systems determined to be effective and no matter how well conceived and operated, have inherent limitations and can provide only reasonable, not absolute, assurance that the objectives of the control system are met with respect to financial statement preparation and presentation.  Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control.  The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.



Attestation Report of the Registered Accounting Firm.

This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this Form 20-F Annual Report.



59





ITEM 16.  RESERVED



ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT

The Company does not have an audit committee financial expert serving on its audit committee.  The Companys Audit Committee consists of two independent directors and the President/CEO, all of whom are both financially literate and very knowledgeable about the Companys affairs.  Because the Companys structure and operations are straightforward, the Company does not find it necessary to augment its Board with a financial expert.



ITEM 16B.  CODE OF ETHICS

The Company has not adopted a written code of ethics that meets the new United States' Sarbanes-Oxley standards; the Board of Directors believes that existing Canadian standards and procedures is adequate for its purposes.  The Company has not seen any need to adopt a written code of ethics on the basis that its corporate culture effectively deters wrongdoing and promotes honest and ethical conduct, full, fair and accurate, timely, and understandable disclosure in reports and documents, the compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the code; and accountability for adherence to the code.



ITEM 16C. PRINCIPAL ACCOUNTIING FEES AND SERVICES

The audit committee is directly responsible for the appointment, compensation and oversight of auditors; the audit committee has in place procedures for receiving complaints and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other outside advisors.



The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals required by this policy / procedure.  The decisions of any Audit Committee member to whom authority is delegated to pre-approve a service shall be presented to the full Audit Committee at its next scheduled meeting.



In accordance with the requirements of the US Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, we introduced a procedure for the review and pre-approval of any services performed by Morgan & Company, including audit services, audit related services, tax services and other services.  The procedure requires that all proposed engagements of Morgan & Company for audit and permitted non-audit services are submitted to the finance and audit committee for approval prior to the beginning of any such services.



Fees, including reimbursements for expenses, for professional services rendered by Morgan & Company to the Company are detailed below.



|Principal Accountant Fees and Services | Fiscal 2009
Ended 8/31/2008 | Fiscal 2008
Ended 1/31/2008
|-------------------------------------- | --------------------------- | ---------------------------
|Audit Fees                             | $34,800                     | $25,500                    
|Audit-Related Fees                     | $nil                        | $nil                       
|Tax Fees                               | $nil                        | $nil                       
|All Other Fees                         | $nil                        | $nil                       
|TOTAL                                  | $34,800                     | $25,500                    





ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E.  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

--- No Disclosure Necessary ---





60





PART III



ITEM 17.  FINANCIAL STATEMENTS

The Company's consolidated financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the consolidated financial statements.



The consolidated financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit reports of Morgan & Company, Chartered Accountants included herein immediately preceding the audited consolidated financial statements.



Audited Financial

Auditor's Report, dated 12/19/2008

Consolidated Balance Sheets at 8/31/2008 and 8/31/2007

Consolidated Statements of Operations and Deficit

for the years ended 8/31/2008, 8/31/2007, and 8/31/2006

Consolidated Statements of Cash Flows

for the years ended 8/31/2008, 8/31/2007, and 8/31/2006

Notes to Consolidated Financial Statements





ITEM 18.  FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to ITEM #17.





ITEM 19.  EXHIBITS



1.  Notice of Articles and Articles of Incorporation as currently in effect:

Incorporated by reference to Form 20-FR Registration Statement, as amended



2.  Instruments defining the rights of holders of equity or debt securities

being registered.

--- Refer to Exhibit No. 1 ---



3.  Voting Trust Agreements:  No Disclosure Necessary



4.  Material Contracts:

Incorporated by reference to Form 20-FR Registration Statement, as amended

and Form 6-Ks



5.  Foreign Patents:                     No Disclosure Necessary

6.  Earnings Per Share Calculation:      No Disclosure Necessary

7.  Ratio of Earnings To Fixed Charges:  No Disclosure Necessary

8.  List of Subsidiaries:                              Refer to ITEM #4.C.

9.   Statement Regarding Date of Financial Statements: No Disclosure Necessary

10.  Notice Required by Rul3e 104 of Regulation BTR:   No Disclosure Necessary

11.  Code of Ethics as required by ITEM No. 16B:       No Disclosure Necessary



12i:  Certifications required by Rule 13a-14(a) or Rule 15d-14(a)

12ii: Certifications required by Rule 13a-14(a) or Rule 15d-14(a)



13i.  Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and

Section 1350 of Chapter 63 of Title 18 of the United States Code

13ii. Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and

Section 1350 of Chapter 63 of Title 18 of the United States Code



14.  Legal Opinion required by Instruction 3 of ITEM 7B:

No Disclosure Necessary



15.  Additional Exhibits:

Incorporated by reference to Form 20-FR Registration Statement, as amended

and Form 6-Ks

















61













GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)





CONSOLIDATED FINANCIAL STATEMENTS





AUGUST 31, 2008 and 2007

































62















[gg20f2008amend1014.jpg]











AUDITORS REPORT



To the Shareholders of

Golden Goliath Resources Ltd.

(An Exploration Stage Company)



We have audited the consolidated balance sheets of Golden Goliath Resources Ltd. (an exploration stage company) as at August 31, 2008 and 2007, and the consolidated statements of loss and deficit, and cash flows for the years ended August 31, 2008, 2007 and 2006.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2008 and 2007, and the results of its operations and its cash flows for the years ended August 31, 2008, 2007 and 2006, in accordance with Canadian generally accepted accounting principles.







Vancouver, Canada

Morgan & Company



December 19, 2008

Chartered Accountants









[gg20f2008amend1016.jpg]





63







GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



CONSOLIDATED BALANCE SHEETS



|                                               | AUGUST 31
|---------------------------------------------- | ---------
|                                               | 2008     
|                                               |          
|ASSETS                                         |          
|                                               |          
|Current                                        |          
|Cash                                           | $        
|Short term investments (Note 3)                |          
|Accounts receivable (Note  4)                  |          
|Prepaid expenses                               |          
|                                               |          
|                                               |          
|Exploration Advances                           |          
|Mineral Property Acquisition Costs (Note 5)    |          
|Mineral Property Exploration Costs (Note 5)    |          
|Property and Equipment (Note 6)                |          
|                                               |          
|                                               | $        
|                                               |          
|LIABILITIES                                    |          
|                                               |          
|Current                                        |          
|Accounts payable and accrued liabilities       | $        
|Employment Benefit Obligations                 |          
|                                               |          
|                                               |          
|                                               |          
|SHAREHOLDERS EQUITY                           |          
|                                               |          
|Share Capital (Note 7)                         |          
|                                               |          
|Contributed Surplus(Note 7)                    |          
|                                               |          
|Deficit                                        |          
|                                               |          
|                                               |          
|                                               | $        
|                                               |          
|Approved  on behalf of the Board of Directors:
|                                               |          
|J. Paul Sorbara                              |          
|Director                                       |          



The accompanying notes are integral part of these consolidated financial statements.



64







GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT





|                                                                 | YEARS ENDED AUGUST 31
|---------------------------------------------------------------- | ---------------------
|                                                                 | 2008                 
|                                                                 |                      
|Expenses                                                         |                      
|                                                                 |                      
|Amortization                                                     | $                    
|Automobile                                                       |                      
|Consulting                                                       |                      
|Foreign exchange (gain)/loss                                     |                      
|Investor relations                                               |                      
|Loss on sale of equipment                                        |                      
|Management fees                                                  |                      
|Office and general                                               |                      
|Professional fees                                                |                      
|Rent and utilities                                               |                      
|Transfer agent and filing fees                                   |                      
|Travel                                                           |                      
|Stock based compensation                                         |                      
|Wages and benefits                                               |                      
|Loss before Interest Income                                      |                      
|                                                                 |                      
|Interest Income                                                  |                      
|                                                                 |                      
|Net Loss for the Year                                            |                      
|                                                                 |                      
|Deficit, Beginning of Year                                       |                      
|                                                                 |                      
|Deficit, End of Year                                             | $                    
|                                                                 |                      
|Loss per Share  Basic and Diluted                               | $                    
|                                                                 |                      
|Weighted Average Number of Shares Outstanding Basic and diluted |                      





The accompanying notes are integral part of these consolidated financial statements.



65





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                    | YEARS ENDED AUGUST 31
|----------------------------------------------------------------------------------- | ---------------------
|                                                                                    | 2008                 
|                                                                                    |                      
|Cash Provided By (Used For)                                                         |                      
|                                                                                    |                      
|Operating Activities                                                                |                      
|Net loss for the year                                                               | $                    
|Items not affecting cash:                                                           |                      
|Amortization                                                                        |                      
|Loss on sale of equipment                                                           |                      
|Stock based compensation                                                            |                      
|                                                                                    |                      
|Change in non-cash operating assets and liabilities:                                |                      
|Accounts receivable                                                                 |                      
|Prepaid expenses                                                                    |                      
|Accounts payable and accrued liabilities                                            |                      
|Employment benefit obligations                                                      |                      
|                                                                                    |                      
|Investing Activities                                                                |                      
|Exploration advances                                                                |                      
|Expenditures on mineral properties                                                  |                      
|Purchase of short term investments                                                  |                      
|Proceeds from redemption of short term
investments                                  |                      
|Purchase of property and equipment                                                  |                      
|Proceeds from sale of equipment                                                     |                      
|                                                                                    |                      
|Financing Activities                                                                |                      
|Share issuances for cash                                                            |                      
|Share issue costs                                                                   |                      
|                                                                                    |                      
|                                                                                    |                      
|(Decrease) Increase In Cash                                                         |                      
|                                                                                    |                      
|Cash, Beginning of Year                                                             |                      
|                                                                                    |                      
|Cash, End Of Year                                                                   | $                    
|                                                                                    |                      
|Supplementary Cash Flow Disclosure And Non-Cash Investing and Financing Activities: |                      
|Interest paid                                                                       | $                    
|Income taxes paid                                                                   | $                    
|Shares issued for agents commission                                                | $                    





The accompanying notes are integral part of these consolidated financial statements.





66













GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



1.

NATURE OF OPERATIONS



Golden Goliath Resources Ltd. (the Company) was incorporated under the Company Act of British Columbia on June 12, 1996.  The Company is a public company listed on the Toronto Stock Venture Exchange (the TSX.V), trading under the GNG symbol.



The Companys principal business activity is the exploration of mineral properties in Mexico.  The Company has not yet determined whether these properties contain reserves that are economically recoverable.



The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable reserves, confirmation of the Companys interest in the underlying mineral concessions, the ability of the Company to obtain financing to complete the development, and to attain future profitable production from the properties or proceeds from disposition.





2.

SIGNIFICANT ACCOUNTING POLICIES



The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP) as prescribed by The Canadian Institute of Chartered Accountants (CICA).



a)

Basis of Consolidation



The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Minera Delta S.A. de C.V. of Mexico, and 4247 Investments Ltd. of British Columbia.  Significant inter-company balances and transactions have been eliminated on consolidation.



b)

Variable Interest Entities



The CICA issued Accounting Guideline 15, Consolidation of Variable Interest Entities, to provide accounting guidance related to variable interest entities (VIE).  A VIE is an entity in which equity investors do not have the characteristics of a controlling financial interest or there is not sufficient equity at risk for the entity to finance its activities without additional subordinated financial support.  The Company has determined that it does not have a primary beneficiary interest in a VIE.



c)

Use of Estimates



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures.  Although these estimates are based on managements knowledge of current events and actions the Company may undertake in the future, actual results ultimately may differ from the estimates.





67









GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



c)   Use of Estimates (Continued)



Significant areas requiring the use of management estimates relate to the identification and capitalization of exploration costs, determination of impairment in the carrying values for long-lived assets, the existence of contingent assets and liabilities, amounts recorded for related party transactions and balances, asset retirement obligations and stock-based compensation valuations.  Management reviews significant estimates on a periodic basis and, when changes in estimates are necessary, makes adjustments prospectively.



d)

Financial Instruments



The Companys financial instruments comprise cash, short-term investments, accounts receivable, accounts payable and accrued liabilities, and employment benefits obligations.  Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest or credit risks arising from the financial instruments.  The fair value of the financial instruments approximates their carrying value due to their short-term maturity or capacity of prompt liquidation.



The Company is affected by changes between its reporting and foreign functional currencies.  The Company monitors its foreign currency balances to mitigate these risks.



e)

Foreign Currency Translation



The Companys reporting currency is the Canadian dollar.  Transactions in United States (US) and Mexican (MXN) foreign currencies have been translated into Canadian dollars using the temporal method as follows:



i)

Monetary items at the rate prevailing at the balance sheet date;

ii)

Non-monetary items at the historical exchange rate;

iii)

Revenues and expenses at the average rate in effect during the applicable accounting period; and

iv)

Gains or losses arising on foreign currency translation are included in the statements of loss and deficit.



f)

Cash and Cash Equivalents



Cash includes cash on hand, cash held in trust and demand deposits.  Cash equivalents include short-term, highly liquid investments that are readily convertible to known amounts of cash which are subject to insignificant risk of change and have maturities of three months or less from the date of acquisition, held for the purpose of meeting short-term cash commitments rather than for investing or other purposes.



68



GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



g)

Short-Term Investments



Short-term investments have been designated as held for trading and are carried at fair value.



h)

Mineral Property Costs



The Company records its interest in mineral properties at cost, less option income realized. The cost of mineral properties and related exploration costs are deferred and capitalized until the properties are brought into production, sold or abandoned. These deferred costs will be amortized on the unit-of-production basis over the estimated useful life of the properties following the commencement of production or are written-off if the properties are sold, allowed to lapse or abandoned.  Amounts shown for the mineral property acquisition exploration costs represent costs incurred and are not intended to reflect present or future values.  Capitalized costs are subject to measurement uncertainty and it is reasonably possible, based on existing knowledge that changes in future conditions could require a material change in the recorded amounts.



Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of permits and the potential for problems arising from government conveyance accuracy, prior unregistered agreements or transfers, indigenous land claims, confirmation of physical boundaries, and title may be affected by undetected defects.  The Company does not carry title insurance.  The Company has evaluated title to all of its mineral properties and believes, to the best of its knowledge, that evidence of title is adequate and acceptable given the current stage of exploration.



i)

Equipment



Equipment is recorded at cost and amortized on a straight-line basis over their estimated useful lives at the following rates:



| | Equipment | 10% - 25%
| | --------- | ---------
| | Vehicles  | 25%      



j)

Employee Future Benefits



The Company is subject to Mexican statutory laws and regulations governing employee termination benefits and accrues for employee future benefits based on managements estimates of the expected payments.



These benefits consist of a one-time payment equivalent to 12 days wages for each year of service (at the employees most recent salary, but not to exceed twice the legal minimum wage), payable to all employees with 15 or more years of service, as well as to certain employees terminated involuntarily prior to the vesting of their seniority premium benefit.



69





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



j)   Employee Future Benefits (Continued)



Under Mexican Labour Law, the Company also provides statutorily mandated severance benefits to its employees terminated under certain circumstances. Such benefits consist of a one-time payment of three months wages plus 20 days wages for each year of service payable upon involuntary termination without just cause.



Employee future benefits are unfunded.



k)

Impairment of Long-Lived Assets



The Company periodically evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  An impairment loss is recognized when estimated future cash flows resulting from the use of an asset and its eventual disposition is less than its carrying amount.



A mining enterprise in the exploration stage is not obliged to conclude that capitalized costs have been impaired due to the absence of a projected estimated future net cash flow from the mining enterprise.  Mineral properties in the exploration stage do not have established mineral reserves and a basis for the preparation of a projection of the estimated future net cash flow from the properties does not exist.  However, a mining enterprise is required to consider the conditions for impairment write-down. The conditions include significant unfavourable economic, legal, regulatory, environmental, political and other factors. In addition managements development activities towards its planned principal operations are a key factor considered as part of the ongoing assessment of the recoverability of the carrying amount of mineral properties.   Whenever events or changes in circumstances indicate that the carrying amount of a mineral property in the exploration stage may be impaired the capitalized costs is written down to the estimated recoverable amount.  No impairment was identified at August 31, 2008 and 2007.



70









GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



l)

Asset Retirement Obligations



The Company applies CICA accounting standard 3110  Asset Retirement Obligations to account for the obligations to reclaim and remediate the mineral properties.  Under the standard, the estimated fair value of the legal obligations are recognized in the period incurred, at the net present value of the cash flows required to settle the future obligations. A corresponding amount is capitalized to the related asset.  Asset retirement obligations are subject to accretion over time for increases in the fair value of the liabilities.



As of August 31, 2008, the Company had determined that there were no significant legal obligations for reclamation and remediation costs.  The Companys estimates of its ultimate asset retirement obligations could change as a result of changes in regulations, the extent of environmental remediation required, and the means of reclamation or cost estimates.  Changes in estimates are accounted for prospectively from the period estimates are revised.



m)

Share Capital



i)

Non-monetary consideration  The fair value of the shares issued is based on the trading price of those shares on the TSX.V on the grant date determined by the Board of Directors.  Agents warrants, stock options and other equity instruments issued in non-monetary transactions are recorded at fair value determined by management using the Black-Scholes option pricing model.  Proceeds from unit placements are allocated between shares and warrants issued according to their relative fair value using the residual method.



ii)

Stock based compensation  Compensatory stock option transactions with directors, officers, employees and outside consultants are charged to operations or capitalized to mineral properties with an offsetting credit to contributed surplus.  Stock options which vest immediately are recorded at the date of grant.  Stock options issued to directors, officers and employees that vest over time are valued at the grant date and recorded using the straight line method over the vesting period.  Stock options issued to consultants that vest over time are valued at each vesting date.  Consideration received on the exercise of stock options together with the related portion previously recorded in contributed surplus is credited to share capital.



iii)

Share issuance costs  Costs directly identifiable with the raising of share capital financing are charged against share capital.  Share issuance costs incurred in advance of share subscriptions are recorded as non-current deferred assets.  Share issuance costs related to uncompleted share subscriptions are charged to operations.



71







GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



n)

Earnings (Loss) Per Share



Earnings (loss) per share are calculated based on the weighted average number of shares outstanding.  The Company uses the treasury stock method to compute the dilutive effect of options, warrants and other similar instruments.  Under this method, the dilutive effect on earnings per share is calculated to reflect the use of the proceeds that could be obtained upon the exercise of options and warrants.  It assumes that the proceeds would be used to purchase common shares at the average market price during the period.  Basic and diluted losses per share are equal as the assumed conversion of outstanding options and warrants would be anti-dilutive.



o)

Income Taxes



Income taxes are calculated using the liability method of accounting.  Temporary differences arising from the difference between the tax basis of an asset or liability and its carrying amount on the balance sheet are used to calculate future income tax liabilities or assets.  Future tax assets are recognized to the extent that they are considered more likely than not to be realized.  Future income tax liabilities or assets are calculated using the tax rates anticipated to apply in the periods that the temporary differences are expected to reverse.  Valuation allowances are provided when unrecognized net future income tax assets are not more likely than not to be realized.



p)

Newly Adopted Accounting Policies



The Company has adopted the following Canadian Institute of Chartered Accountants (CICA) standards.  There was no restatement of prior period financial statements.



i)

Section 3855 - Financial Instruments  Recognition and Measurement



In accordance with this new standard, the Company now classifies all financial instruments as held-to-maturity, available-for-sale, held-for-trading, loans and receivables or financial liabilities.  Financial instruments classified as held-to-maturity, loans and receivables and financial liabilities other than those held-for-trading are measured at amortized cost.  Available-for-sale financial instruments are measured at fair value with unrealized gains and losses recorded in other comprehensive income.  Instruments classified as held-for-trading are measured at fair value with unrealized gains and losses recognized on statement of operations for the period.



72







GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



p)

Newly Adopted Accounting Policies (Continued)



ii)

Section 1530 - Comprehensive Income



This standard introduces the concept of comprehensive income, which consists of net income and other comprehensive income.  Comprehensive income (loss) is the change in the Companys net assets that results from transactions, events, and circumstances from other than the Companys shareholders. This standard requires certain gains and losses that would otherwise be recorded as part of net earnings to be presented in other comprehensive income (loss) until it is considered appropriate to recognize into net income (loss). This standard requires the presentation of comprehensive income (loss), and its components in a separate financial statement that is displayed with the same prominence as the other financial statements.



iii)

Section 3865 - Hedges



The new standard specifies the criteria under which hedge accounting can be applied and how hedge accounting can be executed.  As at August 31, 2008, the Company has not designated any hedging relationships; therefore, the adoption of this accounting policy did not have an impact on the financial statements of the Company for the year ending August 31, 2008.



iv)

Section 1506  Accounting Changes



The new standard establishes criteria for changing accounting policies, together with the accounting treatment and disclosure of changes in accounting policies, changes in accounting estimates and the correction of errors.  The disclosure is to include, on an interim and annual basis, a description and the impact on the Company of any new primary source of GAAP that has been issued but is not yet effective.  The impact that the adoption of Section 1506 will have on the Companys results of operations and financial condition will depend on the nature of future accounting changes.







73





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



p)

Newly Adopted Accounting Policies (Continued)



v)

EIC Abstract No. 166  Accounting Policy Choice for Transaction Costs



On June 1, 2007, the Emerging Issues Committee of the CICA issued Abstract No. 166, Accounting Policy Choice for Transaction Costs (EIC-166). This EIC addresses the accounting policy choice of expensing or adding transaction costs related to the acquisition of financial assets and financial liabilities that are classified as other than held-for-trading.  Specifically, it requires that the same accounting policy choice be applied to all similar financial instruments classified as other than held-for-trading, but permits a different policy choice for financial instruments that are not similar.  The Company has adopted EIC-166 effective August 31, 2008, which requires retroactive application to all transaction costs accounted for in accordance with CICA Handbook Section 3855, Financial Instruments  Recognition and Measurement.  The Company has evaluated the impact of EIC-166 and determined that no adjustments are currently required.



q)

Recently Issued Accounting Pronouncements



The Company is currently assessing the impact of the following new accounting standards on the Companys financial positions and results of operations.



i)

Going Concern



Effective September 1, 2008, the Company implemented the amended CICA Handbook Section 1400, to include requirements for management to assess and disclose an entitys ability to continue as a going concern.



ii)

Financial Instruments



Effective September 1, 2008, the Company implemented the new CICA Handbook Sections:  3862, Financial Instruments  Disclosure, and 3863, Financial Instruments  Presentation, which replace Section 3861, Financial Instruments  Disclosures and Presentation.  These new standards revise and enhance the disclosure requirements, and carry forward, substantially unchanged, the presentation requirements.  Sections 3862 and 3863 emphasize the significance of financial instruments for the entitys financial position and performance, the nature and extent of the risks arising from financial instruments, and how these risks are managed.





74





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



2.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



q)   Recently Issues Accounting Pronouncements (Continued)



iii)

Capital Disclosures



The CICA issued a new accounting standard, Section 1535, Capital Disclosures, which requires the disclosure of both qualitative and quantitative information that provides users of financial statements with information to evaluate the entitys objectives, policies and processes for managing capital.  This new section will be effective for the Company beginning September 1, 2008.



r)

International Financial Reporting Standards (IFRS)



In 2006, the Canadian Accounting Standards Board (AcSB) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies.  The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over an expected five year transitional period.  In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canadas own GAAP.  The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011.  Accordingly, the transition date of September 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended August 31, 2010.



s)

Comparative Figures



Certain of the prior years comparative figures have been reclassified to conform to the current years financial statement presentation.



3.

SHORT-TERM INVESTMENTS



As at August 31, 2008, shortterm investments in the amount of $2,558,945 (2007 - $6,980,945) were comprised of Canadian investments in guaranteed investment certificates maturing on May 15, 2009 and effective interest rates of 2.75% (2007  3.3% to 4.15%).



4.

ACCOUNTS RECEIVABLE



Accounts receivable consisted of the following:



|                        | 2008          | 2007      
|----------------------- | ------------- | ----------
|                        |               |           
|Sales taxes recoverable | $     149,806 | $   45,286
|Interest receivable     | 20,822        | 87,190    
|Other receivable        | 6,548         | 1,895     
|                        | $     177,176 | $ 134,371 



75





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



5.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS



State of Chihuahua, Mexico



|                                       |          |           |         |         |           | BUFALO      | LOS HILOS  |             |       |       
|-------------------------------------- | -------- | --------- | ------- | ------- | --------- | ----------- | ---------- | ----------- | ----- | ------
|                                       |          |           |         |         |           | LA          | LAS BOLAS  | NOPALERA    |       |       
|                                       |          |           |         |         |           | HERMOSA     | EL MANTO   | FLOR DEL    |       |       
|                                       | SAN      |           |         |         | OTEROS    | LA BARRANCA | DON LAZARO | TRIGO       | TOTAL | TOTAL 
|                                       | TIMOTEO  | NUEVA     | LA      |         | LA        | BECK        | AMPLIACION | EL CARNARIO | 2008  | 2007  
|                                       | ORO LEON | UNION     | REFORMA | CORONA  | ESPERANZA | EL CHAMIZAL | LA VERDE   | LA CRUZ     |       |       
|                                       |          |           |         |         |           |             |            |             |       |       
|Acquisition costs                      | $        | -         | $       | -       | $         | -           | $          | -           | $     | -     
|                                       |          |           |         |         |           |             |            |             |       |       
|Exploration costs                      |          |           |         |         |           |             |            |             |       |       
|Assaying                               |          | 274,301   |         | -       |           | 70,051      |            | -           |       | -     
|Drilling                               |          | 1,540,075 |         | -       |           | 761,226     |            | -           |       | -     
|Geology and mapping                    |          | 117,204   |         | 221     |           | 43,850      |            | -           |       | -     
|Property taxes and passage rights      |          | 4,911     |         | 577     |           | 11,163      |            | 6,693       |       | 2,186 
|Salaries                               |          | 22,614    |         | 12,276  |           | 32,370      |            | -           |       | -     
|Travel                                 |          | 1,720     |         | 2,727   |           | 4,058       |            | -           |       | -     
|Road construction and site preparation |          | 74,269    |         | 11,673  |           | 38,500      |            | -           |       | -     
|Facilities and other                   |          | 53,364    |         | 29,028  |           | 47,570      |            | -           |       | -     
|Current costs                          |          | 2,088,458 |         | 56,502  |           | 1,008,788   |            | 6,693       |       | 2,186 
|Balance, beginning of year             |          | 1,352,634 |         | 55,391  |           | 485,806     |            | 28,780      |       | 9,489 
|Balance, end of year                   | $        | 3,441,092 | $       | 111,893 | $         | 1,494,594   | $          | 35,473      | $     | 11,675
|                                       |          |           |         |         |           |             |            |             |       |       
|Costs summary                          |          |           |         |         |           |             |            |             |       |       
|Acquisition                            | $        | 69,257    | $       | -       | $         | 75,000      | $          | -           | $     | -     
|Exploration                            | $        | 3,371,835 | $       | 111,893 | $         | 1,419,594   |            | 35,473      | $     | 11,675



76







GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



5.   MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS(Continued)



State of Chihuahua, Mexico



|                                       |         |           |         |        |           | BUFALO      | LOS HILOS  |          |       |      
|-------------------------------------- | ------- | --------- | ------- | ------ | --------- | ----------- | ---------- | -------- | ----- | -----
|                                       |         |           |         |        |           | LA          | LAS BOLAS  |          |       |      
|                                       |         |           |         |        |           | HERMOSA     | EL MANTO   |          |       |      
|                                       | SAN     |           |         |        | OTEROS    | LA BARRANCA | DON LAZARO | NOPALERA |       |      
|                                       | TIMOTEO | NUEVA     | LA      |        | LA        | BECK        | AMPLIACION | FLOR DEL | TOTAL | TOTAL
|                                       | ORO     | UNION     | REFORMA | CORONA | ESPERANZA | EL CHAMIZAL | LA VERDE   | TRIGO    | 2007  | 2006 
|Acquisition costs                      | $       | -         | $       | -      | $         | -           | $          | -        | $     | -    
|Exploration costs                      |         |           |         |        |           |             |            |          |       |      
|Assaying                               |         | 44,447    |         | -      |           | -           |            | -        |       | -    
|Drilling                               |         | 301,654   |         | -      |           | -           |            | -        |       | -    
|Geology and mapping                    |         | 40,321    |         | 1,418  |           | 3,604       |            | -        |       | -    
|Property taxes and passage rights      |         | 2,321     |         | 298    |           | 7,588       |            | 6,291    |       | 2,311
|Salaries                               |         | 24,986    |         | 16,650 |           | -           |            | -        |       | -    
|Travel                                 |         | 6,193     |         | -      |           | -           |            | -        |       | -    
|Road construction and site preparation |         | 76,549    |         | 164    |           |             |            | -        |       | -    
|Facilities and other                   |         | 71,758    |         | 10,166 |           | 256         |            | -        |       | -    
|Current costs                          |         | 568,229   |         | 28,696 |           | 11,448      |            | 6,291    |       | 2,311
|Balance, beginning of year             |         | 784,405   |         | 26,695 |           | 474,358     |            | 22,489   |       | 7,178
|Balance, end of year                   | $       | 1,352,634 | $       | 55,391 | $         | 485,806     | $          | 28,780   | $     | 9,489
|Costs summary                          |         |           |         |        |           |             |            |          |       |      
|Acquisition                            | $       | 69,257    | $       | -      | $         | 75,000      | $          | -        | $     | -    
|Exploration                            | $       | 1,283,377 | $       | 55,391 | $         | 410,806     |            | 28,780   | $     | 9,489



77





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



5.

MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS (Continued)



The Company has an extensive property portfolio of mining concessions, acquired mainly through staking, in the Uruachic District of Mexico covering approximately 10,000 hectares. The Company has various net smelter returns on specific claims forming a part of the Companys properties. The net smelter returns range from 1% to 3%, which have buyouts ranging from US$250,000 to US$2,000,000.



In September 2007, the Company optioned a 60% interest in La Cruz Property to a company which undertook to make cash payments to the Company totaling US $300,000 (40,000 received) and spend US $450,000 on the property over a period of three years. The agreement was terminated in 2008.



In April 2007, the Company signed an agreement to acquire the Todos Santos 50 hectare mining concession for approximately $25,000.  In April 2007 and July 2007, the Company paid $9,754 to bring the property into good standing with the Mexican authorities and committed to pay $5,000 in October 2007 (paid) and $10,000 in October 2008 (paid) to complete the acquisition.



In May 2007 and amended October 2007, the Company optioned the Corona and El Chamizal properties to a company which undertook to spend $500,000 and $200,000 on the respective properties over a period of three years and issue 300,000 and 150,000 shares respectively to the Company over a period of three years from when the company lists its shares on a stock exchange.  As of August 31, 2008 the shares have not been listed on the stock exchange or been received.





6.

PROPERTY AND EQUIPMENT



|          | 2008
|--------- | ----
|          |     
|          | COST
|Equipment | $   
|Vehicles  |     
|Land      |     
|          |     
|          | $   



|          | 2007
|--------- | ----
|          |     
|          | COST
|Equipment | $   
|Vehicles  |     
|          |     
|          | $   



78





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



7.

SHARE CAPITAL



Authorized



The authorized share capital of the Company consists of an unlimited number of common shares without par value.



Issued and Fully Paid



|                                                      | NUMBER OF SHARES | AMOUNT
|----------------------------------------------------- | ---------------- | ------
|                                                      |                  |       
|Balance, August 31, 2006                              | 42,283,561       | $     
|                                                      |                  |       
|Issued for cash at $0.40 per share                    | 16,618,000       |       
|Issued for warrants exercised at $0.45 per share      | 1,600,000        |       
|Issued for agents commission                         | 252,476          |       
|Fair value of agents warrants                        | -                |       
|Share issue costs                                     | -                |       
|                                                      |                  |       
|Balance, August 31, 2007                              | 60,754,037       |       
|                                                      |                  |       
|Issued for options exercised                          | 180,000          |       
|Fair value of options allocated to shares on exercise | -                |       
|                                                      |                  |       
|Balance, August 31, 2008                              | 60,934,037       | $     



In April 2007, the Company closed a brokered private placement of 16,618,000 units at a price of $0.40 per unit. Each unit consisted of one share and one non-transferable share purchase warrant exercisable for a period of two years at a price of $0.45 for each warrant. Once resale restrictions on the shares expire and upon the Companys shares trading at or above a weighted average trading price of $0.75 for 20 consecutive trading days, the Company may give notice that the warrants will expire 30 days from the date of providing such notice. The Companys agents received a commission of $378,145 in cash and 252,476 units, having the same terms as those issued pursuant to the private placement, and 1,482,250 agents warrants exercisable at $0.45 per share for two years valued at $335,909 (risk-free interest rate of 4.2%, dividend yield of Nil, volatility factor of 87%, an expected life of 2 years).



a)

Outstanding Warrants

As at August 31, 2008, the Company had 18,352,726 share purchase warrants outstanding, exercisable at $0.45 until April 20, 2009.



79





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



7.

SHARE CAPITAL (Continued)



a)

Outstanding Warrants (Continued)



A summary of changes in share purchase warrants since August 31, 2006 is presented below:



|                                  | NUMBER
OF
SHARES | WEIGHTED
AVERAGE
EXERCISE
PRICE
|--------------------------------- | ---------------- | -------------------------------
|                                  |                  |                                
|Balance, August 31, 2006          | 4,415,750        | $                              
|Granted                           | 18,352,726       |                                
|Exercised                         | (1,600,000)      |                                
|Expired                           | (2,815,750)      |                                
|                                  |                  |                                
|Balance, August 31, 2007 and 2008 | 18,352,726       | $                              



b)

Stock Options



A summary of changes in stock options since August 31, 2006 is presented below:



|                         |           | WEIGHTED
|------------------------ | --------- | --------
|                         | NUMBER    | AVERAGE 
|                         | OF        | EXERCISE
|                         | SHARES    | PRICE   
|                         |           |         
|Balance, August 31, 2006 | 3,575,000 | $       
|Granted                  | 1,410,000 |         
|Balance, August 31, 2007 | 4,985,000 |         
|Granted                  | 545,000   |         
|Exercised                | (180,000) |         
|Cancelled                | (375,000) |         
|Expired                  | (50,000)  |         
|Balance, August 31, 2008 | 4,925,000 | $       



The following summarizes information about stock options outstanding at August 31, 2008:



|OPTIONS OUTSTANDING |             | OPTIONS EXERCISABLE
|------------------- | ----------- | -------------------
|                    | WEIGHTED    |                    
|                    | AVERAGE     | WEIGHTED           
|NUMBER              | REMAINING   | AVERAGE            
|OF                  | CONTRACTUAL | EXERCISE           
|OPTIONS             | LIFE        | PRICE              
|                    |             |                    
|4,925,000           | 2.8 years   | $0.36              



80





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



7.

SHARE CAPITAL (Continued)



b)

Stock Options (Continued)



Stock based compensation on options granted in the year amounted to $122,780  (2007 - $333,813, 2006 - $610,764).  The fair value for options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions:  risk-free interest rate of 4.15 % (2007 - 4.2%, 2006  4.5%) dividend yield of nil, volatility factor of 86% (2007 - 92%, 2006  96%), and a weighted average expected life of the options of 5 years (2007  5 years, 2006  5 years).



In July 2007, the Company granted 1,075,000 incentive stock options to directors and officers of the Company, and 225,000 incentive stock options to employees of the company at a price of $0.40 per share, exercisable for a period of five years.



In July 2007, the Exchange approved an investor relations agreement entered into by the Company with a consultant, for a three month period, at a monthly fee of US$7,500 and 60,000 stock options at a price of $0.42 per share. In October 2007, the contract was renewed for a six month term at US$7,500 per month and 120,000 stock options (30,000 vested as of August 31, 2008) at a price of $0.31 per share.



In November 2007, the Company granted 200,000 incentive stock options to consultants and 225,000 incentive stock options to employees of the company at a price of $0.35 per share, exercisable for a period of five years.



c)

Contributed Surplus



The following table summarizes the Companys Contributed Surplus:



|Balance, August 31, 2006 | $  1,238,038
|------------------------ | ------------
|Stock options granted    | 333,813     
|Balance, August 31, 2007 | 1,571,851   
|Stock options granted    | 122,780     
|Stock options exercised  | (182,954)   
|Balance, August 31, 2008 | $  1,511,677



81





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



8.

INCOME TAXES



The Company is subject to income taxes on its unconsolidated financial statements in Canada and Mexico.  The consolidated provision for income taxes varies from the amount that would be computed from applying the combined statutory income tax rates to the net loss before taxes were approximately as follows:



|                                         | 2008             | 2007           | 2006             
|---------------------------------------- | ---------------- | -------------- | -----------------
|                                         |                  |                |                  
|Combined statutory tax rate              | 32%              | 33%            | 33%              
|                                         |                  |                |                  
|Expected income tax recovery             | $  (256,000)     | $  (339,000)   | $ (388,000)      
|Temporary differences                    | 6,000            | 4,000          | (47,000)         
|Non-deductible permanent differences     | 39,000           | 120,000        | 208,000          
|Effect of changes in tax rate            | 235,000          | 219,000        | 48,000           
|Tax benefits (recognized) not recognized | (24,000)         | (4,000)        | 179,000          
|Income tax provision                     | $              - | $            - | $               -



The significant components of the Companys future income tax assets were approximately as follows:



|                                    | 2008                | 2007
|----------------------------------- | ------------------- | ----
|                                    |                     |     
|Capital assets                      | $         6,000     | $   
|Mineral properties                  | 274,000             |     
|Losses available for future periods | 2,692,000           |     
|Share issue costs                   | 85,000              |     
|Valuation allowance                 | (3,057,000)         |     
|Net future income tax asset         | $                 - | $   



The Company has Canadian and Mexican non-capital losses of approximately $9,938,000 which may be carried forward and applied against taxable income in future years.  These losses expire as follows:



|CANADA |   | MEXICO   
|------ | - | ---------
|2009   | $ | 549,000  
|2010   | $ | 1,692,000
|2011   | $ | -        
|2012   | $ | -        
|2013   | $ | -        
|2014   | $ | 390,000  
|2015   | $ | 410,000  
|2026   | $ | 406,000  
|2027   | $ | 595,000  
|2028   | $ | 604,000  
|       | $ | 4,646,000





82







GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



9.

RELATED PARTY TRANSACTIONS



a)

Accounts payable and accrued liabilities include $16,122 (2007 - $ 3,382) due to a company controlled by a director.



b)

During the year ended August 31, 2008, the Company paid $120,000 (2007  $120,000; 2006 - $120,000) recorded as management fees for geological and management services to a company controlled by a director.



c)

During the year ended August 31, 2008, the Company paid $51,186 (2007 - $40,682; 2006 - $42,452) in wages and benefits to a director.



d)

During the year ended August 31, 2008, the Company paid $54,300 (2007 - $53,000; 2006 - $42,000) in respect of office and administration costs to a management company controlled by a director of the Company.



e)   During the year ended August 31, 2008, the Company paid $60,000 (2007 - $15,000, 2006 - $Nil) in consulting fees to a director of the Company.





10.

SEGMENTED INFORMATION



The Company has one operating segment, which is mineral exploration.  All mineral properties are located in Mexico.  All option proceeds are attributable to the Mexican mineral properties. Assets by geographic segment, at cost, are as follows:



|                       | CANADA | MEXICO    | TOTAL
|---------------------- | ------ | --------- | -----
|                       |        |           |      
|August 31, 2008        |        |           |      
|                       |        |           |      
|Current assets         | $      | 2,731,249 | $    
|Equipment              | $      | 12,799    | $    
|Mineral property costs | $      | -         | $    
|Total assets           | $      | 2,764,218 | $    
|Interest income        | $      | 194,304   | $    
|Net loss               | $      | 611,129   | $    
|                       |        |           |      
|August 31, 2007        |        |           |      
|Current assets         | $      | 7,235,605 | $    
|Equipment              | $      | 62,325    | $    
|Mineral property costs | $      | -         | $    
|Total assets           | $      | 7,247,390 | $    
|Interest income        | $      | 116,104   | $    
|Net loss               | $      | 806,887   | $    



83





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GAAP



The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in Canada (Canadian GAAP) that differ in certain material respects from accounting principles generally accepted in the United States (US GAAP).  The major differences between Canadian and US GAAP, which affects the Companys financial statements, are described below and the effect on the financial statements is summarized as follows:



Consolidated Balance Sheets



|                                                            | 2008         | 2007         | 2006        
|----------------------------------------------------------- | ------------ | ------------ | ------------
|                                                            |              |              |             
|ASSETS                                                      |              |              |             
|Total Assets, Canadian GAAP                                 | $ 10,795,721 | $11,249,718  | $ 4,738,854 
|                                                            |              |              |             
|Deferred Mineral Property Acquisition Cost  (Note 11a)      | (334,773)    | (334,773)    | (334,773)   
|Deferred Mineral Property Exploration Costs  (Note 11a)     | (7,449,608)  | (3,428,250)  | (2,638,679) 
|                                                            |              |              |             
|Total Assets, US GAAP                                       | 3,011,340    | 7,486,695    | $ 1,765,402 
|                                                            |              |              |             
|LIABILITIES                                                 |              |              |             
|Total Liabilities, Canadian and US
GAAP                     | $    500,703 | $    301,403 | $     77,851
|                                                            |              |              |             
|SHAREHOLDERS EQUITY                                        |              |              |             
|Share Capital and Contributed Surplus, Canadian and US GAAP | 20,645,460   | 20,477,680   | 13,154,812  
|Deficit and Accumulated Other Comprehensive Income, US GAAP | (18,134,823) | (13,292,388) | (11,467,261)
|                                                            |              |              |             
|Shareholders Equity, US GAAP                               | $  2,510,637 | $  7,185,292 | $ 1,687,551 
|                                                            | $  3,011,340 | $  7,486,695 | $ 1,765,402 





84





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GAAP (Continued)



Consolidated Statements of Loss and Deficit

|                                                                   | 2008        | 2007          | 2006         
|------------------------------------------------------------------ | ----------- | ------------- | -------------
|                                                                   |             |               |              
|Loss for the year under Canadian GAAP                              | $ (821,077) | $ (1,035,556) | $ (1,136,374)
|Foreign exchange loss (gain)                                       | (16,460)    | 37,874        | 20,634       
|Mineral exploration expenditures                                   | (4,021,358) | (789,571)     | (666,499)    
|                                                                   |             |               |              
|Loss under US GAAP                                                 | (4,858,895) | (1,787,253)   | (1,782,239)  
|                                                                   |             |               |              
|Comprehensive income                                               |             |               |              
|Foreign exchange translation adjustment                            | 16,460      | (38,962)      | (20,634)     
|Comprehensive income (loss) under US
GAAP                          | (4,842,435) | $ (1,826,215) | $ (1,802,873)
|                                                                   |             |               |              
|Weighted average number of common shares outstanding under US GAAP | 60,875,845  | 49,092,397    | 39,937,319   
|                                                                   |             |               |              
|Loss per share under US GAAP                                       | $ (0.08)    | $ (0.04)      | $ (0.04)     



Consolidated Statements of Cash Flows

|                                                       | 2008           | 2007          | 2006         
|------------------------------------------------------ | -------------- | ------------- | -------------
|                                                       |                |               |              
|Cash flows from operating activities                   |                |               |              
|Under Canadian GAAP                                    | $    (910,581) | $  (766,888)  | $   (533,053)
|Mineral exploration expenditures
(Note 11a)            | (3,566,852)    | (579,748)     | (659,591)    
|Cash used for operating activities under US GAAP       | (4,577,433)    | (1,346,636)   | (1,192,644)  
|                                                       |                |               |              
|Cash flows from financing activities                   |                |               |              
|Under Canadian and US GAAP                             | $       45,000 | $ 6,989,055   | $1,803,417   
|                                                       |                |               |              
|Cash flows from investing activities                   |                |               |              
|Under Canadian GAAP                                    | $     800,834  | $ (6,172,221) | $ (1,200,368)
|Mineral exploration expenditures
(Note 11a)            | 3,566,852      | 579,748       | 659,591      
|Cash from (used in) investing activities
under US GAAP | $  4,367,686   | $ (5,592,473) | $   (540,777)



85





GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



14.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GAAP (Continued)



a)

Acquisition of Mineral Properties and Capitalized Exploration Costs



Under Canadian GAAP both acquisition and exploration expenditures are capitalized. Under US GAAP in accordance with Emerging Issues Task Force (EITF) No. 04-02  Whether Mineral Rights are Tangible or Intangible Assets, mineral property acquisition costs are capitalized and mineral property exploration expenditures are expensed for periods ending after April 1, 2004. For US GAAP, the Company has expensed mineral property acquisition and exploration expenditures for periods ending before April 1, 2004.



b)

Exploration Stage Company



For US GAAP purposes, the Company is considered an exploration stage company.  Under US GAAP exploration stage companies are required to disclose cumulative since inception to date summaries for each line item on the statements of loss and cash flow plus annual summaries of each component of shareholders equity since inception. Under Canadian GAAP the Company is not required to disclose this information. Cumulative since inception, information was not readily available and accordingly has not been presented.



c)

Recent Issued United States Accounting Pronouncements



In February 2007, the FASB issued FAS No. 159 The Fair Value Option for Financial Assets and Financial Liabilities including an amendment of FASB Statement No. 115. This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. This Statement applies to all entities, including not-for-profit organizations. Most of the provisions of this Statement apply only to entities that elect the fair value option. FAS No. 159 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, and is applicable beginning in the Companys first quarter beginning September 1, 2008 and it had no material impact on the consolidated financial statements.



86



GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



AUGUST 31, 2008 AND 2007



11.

DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GAAP (Continued)



c)

Recent Issued United States Accounting Pronouncements (Continued)



In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (FAS 141R), which replaces FAS 141 and SFAS No. 160, Non-controlling Interest in Consolidated Financial Statements, an amendment of ARB No. 51 (FAS 160). FAS 141R establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. FAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. FAS 141R and FAS 160 shall be applied prospectively on or after an entitys fiscal year that begins on or after December 15, 2008. The Company is currently assessing the impact that FAS 141R and FAS 160 will have on its consolidated financial statements but does not expect that it will have a material impact on the consolidated financial statements.



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities.  This statement changes the disclosure requirements for derivative instruments and hedging activities.  Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows.  This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, or the Companys fiscal year beginning January 1, 2009, with early application encouraged.  This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  The Company does not expect that it will have a material impact on its consolidated financial statements.





12.

SUBSEQUENT EVENT



Subsequent to the year ended August 31, 2008:



•

The Company granted 925,000 stock options exercisable at a price of $0.10 per share for a period of 5 years.





87









SIGNATURE PAGE







Pursuant to the requirements of Section 12g of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.





Golden Goliath Resources Ltd.; SEC File Number 0-31204

Registrant













Dated: July 21, 2009

By /s/ J. Paul Sorbara_________________

J. Paul Sorbara, President/Director































88