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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

[X]Quarterly Report Under Section 13 Or 15(d) Of The
Securities Exchange Act Of 1934

For the quarterly period ended July 31, 2007

[   ] Transition Report Under Section 13 Or 15(d) Of
The Exchange Act

For the transition period ________ to ________

COMMISSION FILE NUMBER**000-52737**

GOLDEN CLAW VENTURES INC.(Exact name of small business issuer as specified in its
charter)

|NEVADA                                           | 98-0533077                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

810 Peace Portal Drive, Suite 214 Blaine, WA 98230(Address of principal executive offices)

(360) 927-8276Issuer's telephone number

Not Applicable(Former name, former address
and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
  filed by Section 13 or 15(d) of the 
  Exchange Act during the past 12 months (or for such shorter period that the
  registrant was 
  required to file such reports), and (2) has been subject to such filing requirements
  for the past
  90 days. **Yes [X]**  No [   ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [X]No
[   ]

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of
September 12, 2007, the Issuer had 32,484,420 Shares of Common Stock
outstanding.

Transitional Small Business Disclosure Format (check one): Yes
[   ]  No [X]

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PART I - FINANCIAL INFORMATION

ITEM
1.           FINANCIAL
STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the nine months ended July 31, 2007 are
not necessarily indicative of the results that can be expected for the year
ending October 31, 2007.

As used in this Quarterly Report, the terms "we, "us, "our,
Golden Claw and the Company mean Golden Claw Ventures Inc. unless otherwise
indicated. All dollar amounts in this Quarterly Report are in U.S. dollars
unless otherwise stated.

2

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GOLDEN CLAW VENTURES INC.(An Exploration Stage Company)

FINANCIAL STATEMENTSFor The Third Quarter Ended July 31, 2007(Unaudited) 
  (Stated in U.S. Dollars)

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GOLDEN CLAW VENTURES INC.(An Exploration Stage Company)

BALANCE SHEET(Unaudited) 
  (Stated in U.S. Dollars)

|                                                                        |   |         |   |   | (Audited)  |  
|----------------------------------------------------------------------- | - | ------- | - | - | ---------- | -
|                                                                        |   | July 31 |   |   | October 31 |  
|                                                                        |   | 2007    |   |   | 2006       |  
|                                                                        |   |         |   |   |            |  
|ASSETS                                                                  |   |         |   |   |            |  
|                                                                        |   |         |   |   |            |  
|Current                                                                 |   |         |   |   |            |  
|Cash                                                                    | $ | 53,018  |   | $ | 60,362     |  
|Deposit                                                                 |   | 743     |   |   | 9,246      |  
|                                                                        |   | 53,761  |   |   | 69,608     |  
|                                                                        |   |         |   |   |            |  
|                                                                        | $ | 53,761  |   | $ | 69,608     |  
|                                                                        |   |         |   |   |            |  
|LIABILITIES                                                             |   |         |   |   |            |  
|                                                                        |   |         |   |   |            |  
|Current                                                                 |   |         |   |   |            |  
|Accounts
      payable and accrued liabilities                          | $ | 21,090  |   | $ | 18,873     |  
|                                                                        |   |         |   |   |            |  
|STOCKHOLDERS EQUITY                                                    |   |         |   |   |            |  
|                                                                        |   |         |   |   |            |  
|Share Capital                                                           |   |         |   |   |            |  
|Authorized:                                                             |   |         |   |   |            |  
|100,000,000 common voting shares with a par value of
      $0.001 per   |   |         |   |   |            |  
|share                                                                   |   |         |   |   |            |  
|100,000,000 preferred shares with a par value of $0.001
      per share |   |         |   |   |            |  
|                                                                        |   |         |   |   |            |  
|Issued and
      outstanding:                                           |   |         |   |   |            |  
|25,000,000 common shares at October 31, 2006                            |   | -       |   |   | 25,000     |  
|32,484,420 common shares at July 31, 2007                               |   | 32,484  |   |   | -          |  
|Additional paid-in capital                                              |   | 67,360  |   |   | -          |  
|Share subscriptions
      received                                      |   | -       |   |   | 60,771     |  
|                                                                        |   |         |   |   |            |  
|                                                                        |   |         |   |   |            |  
|                                                                        |   |         |   |   |            |  
|Deficit Accumulated During The Exploration
      Stage                  |   | (67,173 | ) |   | (35,036    | )
|                                                                        |   | 32,671  |   |   | 50,735     |  
|                                                                        |   |         |   |   |            |  
|                                                                        | $ | 53,761  |   | $ | 69,608     |  

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

F-1

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GOLDEN CLAW VENTURES INC.(An Exploration Stage Company)

STATEMENT OF OPERATIONS(Unaudited) 
  (Stated in U.S. Dollars)

CUMULATIVEPERIODFROMNOVEMBER 92005THREE MONTHS ENDED
      
      
      NINE MONTHS ENDED
      
      
      (INCEPTION)TOJULY 31
      
      
      JULY 31
      
      
      JULY 312007
      
      
      2006
      
      
      2007
      
      
      2006
      
      
      2007Revenue
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -ExpensesExploration and development
      
      -
      
      
      -
      
      
      500
      
      
      -
      
      
      8,000Foreign
        exchange (gain)
      
      (97
      )
      
      2,189
      
      
      (104
      )
      
      (250
      )
      
      (232
      )Geological consulting
      
      -
      
      
      -
      
      
      -
      
      
      1,500
      
      
      1,500Mineral
        property acquisition cost
      
      -
      
      
      -
      
      
      -
      
      
      5,000
      
      
      5,000Office
      
      2,128
      
      
      55
      
      
      3,150
      
      
      534
      
      
      3,886Professional
        fees
      
      19,885
      
      
      413
      
      
      25,981
      
      
      4,885
      
      
      43,094Rent
      
      870
      
      
      1,160
      
      
      2,610
      
      
      2,735
      
      
      5,925Net Loss For The Period
      $
      22,786
      
      $
      3,817
      
      $
      32,137
      
      $
      14,404
      
      $
      67,173Basic And Diluted Loss PerCommon Share
      
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )Weighted Average Number OfCommon Shares Outstanding
      
      32,484,420
      
      
      25,000,000
      
      
      31,661,956
      
      
      22,253,786


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

F-2

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GOLDEN CLAW VENTURES INC.(An Exploration Stage Company)

FOR THE PERIOD FROM NOVEMBER 9, 2005 (INCEPTION) TO JULY 31,
  2007

STATEMENT OF CASH FLOWS(Unaudited) 
  (Stated in U.S. Dollars)

|                                                          |   |             |   |   |             |   |   | CUMULATIVE     |  
|--------------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | -------------- | -
|                                                          |   |             |   |   | PERIOD FROM |   |   | PERIOD FROM    |  
|                                                          |   | NINE MONTHS |   |   | NOVEMBER 9, |   |   | NOVEMBER 9,    |  
|                                                          |   | ENDED       |   |   | 2005 TO     |   |   | (INCEPTION) TO |  
|                                                          |   | JULY 31     |   |   | JULY 31     |   |   | JULY
      31  |  
|                                                          |   | 2007        |   |   | 2006        |   |   | 2007           |  
|                                                          |   |             |   |   |             |   |   |                |  
|Cash provided by (used in):                               |   |             |   |   |             |   |   |                |  
|Cash Flows From Operating Activities                      |   |             |   |   |             |   |   |                |  
|                                                          |   |             |   |   |             |   |   |                |  
|Net loss for the period                                   | $ | (32,137     | ) | $ | (14,404     | ) | $ | (67,173        | )
|Mineral property
      exploration costs                  |   | -           |   |   | 5,000       |   |   | 13,000         |  
|Changes in non-cash operating
      working capital items |   |             |   |   |             |   |   |                |  
|                                                          |   |             |   |   |             |   |   |                |  
|Deposit                                                   |   | 8,503       |   |   | (10,695     | ) |   | (743           | )
|Accounts payable and accrued
      liabilities            |   | 2,217       |   |   | 15          |   |   | 21,090         |  
|                                                          |   |             |   |   |             |   |   |                |  
|Net Cash Used in Operating Activities                     |   | (21,417     | ) |   | (20,084     | ) |   | (33,826        | )
|                                                          |   |             |   |   |             |   |   |                |  
|Investing Activities                                      |   |             |   |   |             |   |   |                |  
|Mineral property exploration costs                        |   | -           |   |   | (5,000      | ) |   | (13,000        | )
|Net Cash Used in Investing Activities                     |   | -           |   |   | (5,000      | ) |   | (13,000        | )
|                                                          |   |             |   |   |             |   |   |                |  
|Cash Flows From Financing Activity                        |   |             |   |   |             |   |   |                |  
|Issuance of common stock                                  |   | 14,073      |   |   | 25,000      |   |   | 99,844         |  
|Share subscriptions received                              |   | -           |   |   | 34,738      |   |   | -              |  
|Net Cash Flows
      Provided by Financing Activities     |   | 14,073      |   |   | 59,738      |   |   | 99,844         |  
|                                                          |   |             |   |   |             |   |   |                |  
|Increase (Decrease) in Cash                               |   | (7,344      | ) |   | 34,654      |   |   | 53,018         |  
|                                                          |   |             |   |   |             |   |   |                |  
|Cash, Beginning
      of Period                           |   | 60,362      |   |   | -           |   |   | -              |  
|                                                          |   |             |   |   |             |   |   |                |  
|Cash, End of Period                                       | $ | 53,018      |   | $ | 34,654      |   | $ | 53,018         |  
|                                                          |   |             |   |   |             |   |   |                |  
|Supplemental Disclosure Of Cash Flow Information          |   |             |   |   |             |   |   |                |  
|                                                          |   |             |   |   |             |   |   |                |  
|Interest paid                                             | $ | -           |   | $ | -           |   | $ | -              |  
|Income taxes paid                                         | $ | -           |   | $ | -           |   | $ | -              |  

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

F-3

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GOLDEN CLAW VENTURES INC.(AnExplorationStageCompany)STATEMENTOFSTOCKHOLDERSEQUITYPERIODFROMNOVEMBER9, 2005(INCEPTION)TO JULY 31, 2007(Unaudited)(Stated in U.S.Dollars)

COMMON
        STOCK
      
      
      
      
      
      DEFICITACCUMULATEDDURINGADDITIONAL
      
      
      SHARE
      
      
      THEPAID-IN
      
      
      SUBSCRIPTIONS
      
      
      EXPLORATIONSHARES
      
      
      AMOUNT
      
      
      CAPITAL
      
      
      RECEIVED
      
      
      STAGE
      
      
      TOTALBalance, November 9, 2005(Date of inception)
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Shares issued for cash:December
        8, 2005 at $0.001
      25,000,000
      
      
      25,000
      
      
      -
      
      
      -
      
      
      -
      
      
      25,000Share subscriptions received
      -
      
      
      -
      
      
      -
      
      
      60,771
      
      
      -
      
      
      60,771Net loss for the period
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (35,036
      )
      
      (35,036
      )Balance, October 31, 2006
      25,000,000
      
      $
      25,000
      
      $
      -
      
      $
      60,771
      
      $
      (35,036
      )
      $
      50,735Shares issued for cash:November
        30, 2006 at $0.01
      7,484,420
      
      
      7,484
      
      
      67,360
      
      
      (60,771
      )
      
      -
      
      
      14,073Net Loss for the period
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (32,137
      )
      
      (32,137
      )Balance, July 31, 2007
      32,484,420
      
      $
      32,484
      
      $
      67,360
      
      $
      -
      
      $
      (67,173
      )
      $
      32,671


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

F-4

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GOLDEN CLAW VENTURES INC.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTSJULY 31, 2007 
  (Unaudited) 
  (Stated in U.S. Dollars)

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Golden Claw Ventures Inc. (the Company)
        was incorporated in the State of Nevada on November 9, 2005. The Company
        is an Exploration Stage Company as defined by Statement of Financial Accounting
        Standard (SFAS) No. 7. The Company has acquired a mineral
        property located in the Yellow Pine Mining District, Clark County, Nevada,
        USA and has not yet determined whether this property contains reserves
        that are economically recoverable. The recoverability of property expenditures
        will be dependent upon the discovery of economically recoverable reserves,
        confirmation of the Companys interest in the underlying property,
        the ability of the Company to obtain necessary financing to satisfy the
        expenditure requirements under the property agreement and upon future
        profitable production or proceeds for the sale thereof.                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company has been in the exploration stage since
        its formation and has not yet realized any revenues from its planned operations.
        The Company was formed for the purpose of acquiring exploration and development
        stage natural resources properties. The Company has not commenced business
        operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared on a going
        concern basis. The Company has incurred losses of $54,173 and expended
        mineral property and exploration costs of $13,000 since inception resulting
        in an accumulated deficit of $67,137 since inception and further losses
        are anticipated in the development of its business raising substantial
        doubt about the Companys ability to continue as a going concern.
        Its ability to continue as a going concern is dependent upon the ability
        of the Company to generate profitable operations in the future and/or
        to obtain the necessary financing to meet its obligations and repay its
        liabilities arising from normal business operations when they come due.
        Management has plans to seek additional capital through a private placement
        and public offering of its common stock. The financial statements do not
        include any adjustments relating to the recoverability and classification
        of recorded assets, or the amounts of and classification of liabilities
        that might be necessary in the event the Company cannot continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The unaudited financial information furnished herein
        reflects all adjustment, which, in the opinion of management, are necessary
        to fairly present the Companys financial position and the results
        of its operations for the periods then ended. These third quarter financial
        statements should be read in conjunction with the Companys financial
        statements and notes thereto for the period ended October 31, 2006. The
        Company assumes that the users of these interim financial information
        herein have read, or have had access to, the audited financial statements
        for the preceding fiscal year, and that the adequacy of additional disclosure
        needed for a fair presentation may be determined in that context. Accordingly,
        footnote disclosure, which would substantially duplicate the disclosure
        contained in the Companys financial statements for the fiscal period
        ended October 31, 2006, have been omitted. The results of the operations
        for the third quarter ended July 31, 2007 are not necessarily indicative
        of results for the entire year ended October 31, 2007.                

F-5

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GOLDEN CLAW VENTURES INC.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTSJULY 31, 2007 
  (Unaudited) 
  (Stated in U.S. Dollars)

|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The financial statements of the Company have been prepared
        in accordance with generally accepted accounting principles in the United
        States of America. Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of financial
        statements for a period necessarily involves the use of estimates, which
        have been made using careful judgment. Actual results may vary from these
        estimates.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below.                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Mineral Properties and Exploration Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                          

Mineral Rights

The Company capitalizes acquisition
  and option costs of mineral property rights where the Company believes the properties
  contain potentially mineralized material. The amount capitalized represents
  fair market value at the time the mineral rights were acquired. The accumulated
  costs of acquisition for properties that are developed to the stage of commercial
  production will be amortized using the unit-of-production method.

Exploration Costs

Mineral exploration costs are expensed
  as incurred.

Financial Instruments

The Companys financial instruments
  consist of cash and accounts payable and accrued liabilities. Unless otherwise
  noted, in the opinion of management, the Company is not exposed to significant
  interest, currency or credit risk arising from these financial instruments.
  The fair value of these financial instruments approximates their carrying values
  unless otherwise noted.

Use of Estimates and Assumptions

The preparation of financial statements
  in conformity with United States generally accepted accounting principles requires
  management to make estimates and assumptions that affect the reported amounts
  of assets and liabilities and disclosure of contingent assets and liabilities
  at the date of the financial statements and the reported amounts of revenues
  and expenses during the reporting period. Actual results could differ from those
  estimates.

F-6

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GOLDEN CLAW VENTURES INC.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTSJULY 31, 2007 
  (Unaudited) 
  (Stated in U.S. Dollars)

|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
      Foreign Currency Translation
|-- | ----------------------------------------------------------------------------------------

The Companys functional currency
  is the Canadian dollar and its reporting currency is the United States dollar.
  The financial statements of the Company are translated to United States dollars
  in accordance with SFAS No. 52 Foreign Currency Translation. Monetary
  assets and liabilities denominated in foreign currencies are translated using
  the exchange rate prevailing at the balance sheet date. Gains and losses arising
  on translation or settlement of foreign currency denominated transactions or
  balances are included in the determination of income. The Company has not, to
  the date of these financials statements, entered into derivative instruments
  to offset the impact of foreign currency fluctuations.

Environmental Costs

Environmental expenditures that relate
  to current operations are charged to operations or capitalized as appropriate.
  Expenditures that relate to an existing condition caused by past operations,
  and which do not contribute to current or future revenue generation, are charged
  to operations. Liabilities are recorded when environmental assessments and/or
  remedial efforts are probable, and the cost can be reasonably estimated. Generally,
  the timing of these accruals coincides with the earlier of completion of a feasibility
  study or the Companys commitments to plan of action based on the then
  known facts.

Income Taxes

The Company uses the asset and liability
  method of accounting for income taxes in accordance with SFAS No. 109 
  Accounting for Income Taxes. This standard requires the use of an
  asset and liability approach for financial accounting and reporting on income
  taxes. If it is more likely than not that some portion or all of a deferred
  tax asset will not be realized, a valuation allowance is recognized.

Basic and Diluted Net Loss per Share

The Company reports basic loss per share
  in accordance with SFAS No. 128  Earnings Per Share. Basic
  loss per share is computed using the weighted average number of common stock
  outstanding during the period. Diluted loss per share is computed using the
  weighted average number of common and potentially dilutive common stock outstanding
  during the period. At July 31, 2007, the Company has no common stock equivalents
  that were anti-dilutive and excluded in the earnings per share computation.

Comprehensive Loss

SFAS No. 130, Reporting Comprehensive
  Income, establishes standards for the reporting and display of comprehensive
  loss and its components in the financial statements. As at July 31, 2007, the
  Company has no items that represent a comprehensive loss and, therefore, has
  not included a schedule of comprehensive loss in the financial statements.

F-7

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GOLDEN CLAW VENTURES INC.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTSJULY 31, 2007 
  (Unaudited) 
  (Stated in U.S. Dollars)

|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
      Cash
|-- | ----------------------------------------------------------------

Cash consists of cash on deposit with
  high quality major financial institutions, and to date has not experienced losses
  on any of its balances. The carrying amounts approximated fair market value
  due to the liquidity of these deposits. For purposes of the balance sheet and
  statements of cash flows, the Company considers all highly liquid instruments
  with maturity of three months or less at the time of issuance to be cash equivalents.
  At July 31, 2007, the Company had no cash equivalents.

Asset Retirement Obligations

The Company has adopted Statement of
  Financial Accounting Standards No. 143 (SFAS 143), Accounting
  for Asset Retirement Obligations, which requires that an asset retirement
  obligation (ARO) associated with the retirement of a tangible long-lived
  asset be recognized as a liability in the period which it is incurred and becomes
  determinable, with an offsetting increase in the carrying amount of the associated
  asset.

The cost of the tangible asset, including
  the initially recognized ARO, is depleted, such that the cost of the ARO is
  recognized over the useful life of the asset. The ARO is recorded at fair value,
  and accretion expense is recognized over time as the discounted liability is
  accreted to its expected settlement value. The fair value of the ARO is measured
  using expected future cash flow, discounted at the Companys credit-adjusted
  risk-free interest rate. To date, no significant asset retirement obligation
  exists due to the early stage of exploration. Accordingly, no liability has
  been recorded.

Revenue Recognition

The Company recognizes revenue in accordance
  with the criteria outlined in Securities Exchange Commission Staff Accounting
  Bulletin No. 104 (SAP 104), Revenue Recognition. Revenues
  will be recognized once they are earned; specifically when: (a) services are
  provided or products are delivered to customers, (b) clear proof that an arrangement
  exists, (c) amounts are fixed or can be determined, and (d) the Companys
  ability to collect is reasonably assured.

Impairment of Long-Lived Assets

In accordance with Statement of Financial
  Accounting Standards No. 144 (SFAS 144), Accounting for the
  Impairment or Disposal of Long-Lived Assets, the Company records impairment
  losses on long-lived assets used in operations when indicators of impairment
  are present and the undiscounted cash flows estimated to be generated by those
  assets are less than the assets carrying amount. In such cases, the amount
  of the impairment is determined based on the relative fair values of the impaired
  assets. The Company tests the recoverability of the assets whenever events or
  changes in circumstances indicate that its carrying amount may not be recoverable.

F-8

---

GOLDEN CLAW VENTURES INC.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTSJULY 31, 2007 
  (Unaudited) 
  (Stated in U.S. Dollars)

|3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
      Exploration Stage Enterprise
|-- | ----------------------------------------------------------------------------------------

The Companys financial statements
  are prepared using the accrual method of accounting and according to the provisions
  of Statement of Financial Accounting Standards No. 7 (SFAS 7), Accounting
  and Reporting for Development Stage Enterprises, as it devotes substantially
  all of its efforts to acquiring and exploring mineral properties in Nevada USA.
  Until such properties are acquired and developed, the Company will continue
  to prepare its financial statements and related disclosures in accordance with
  entities in the exploration stage.

Regulatory Matters

The Company and its mineral property
  interest is subject to a variety of federal and state regulations governing
  land use, health, safety and environmental matters. The Companys management
  believes it has been in substantial compliance with all such regulations, and
  is unaware of any pending action or proceeding relating to regulatory matters
  that would affect the financial position of the Company.

|4. | MINERAL PROPERTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Pursuant to a mineral property agreement dated December
        22, 2005, the Company purchased a 100% undivided right, title and interest
        in a mineral claims known as Golden Claw #1 and Golden Claw #2 located
        in the Yellow Pine Mining District, Clark County, Nevada, USA for a cash
        payment of $5,000. This claim covers an area of 40 acres and expires on
        September 1, 2007. The Company has not determined whether the mineral
        claim contains mineralised material and has consequently written off all
        mineral rights and acquisition costs to operations. As at July 31, 2007
        exploration and development costs of $8,000 have been incurred.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a) Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On December 8, 2005, the Company issued 25,000,000 common
        shares at $0.001 for total cash proceeds of $25,000 to the president and
        director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On March 1, 2006 the Company approved an offering of
        up to 8,000,000 of the Corporations common stock at a price of $0.01US
        per share. This offering was extended until December 31, 2006 but was
        closed on November 30, 2006 at which time the Board of Directors approved
        their acceptance of the share subscriptions and authorized the issue of
        share certificates with 7,484,420 shares having been subscribed.                                                                                                                                                                                                                                                    

F-9

---

GOLDEN CLAW VENTURES INC.(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTSJULY 31, 2007 
  (Unaudited) 
  (Stated in U.S. Dollars)

|5. | SHARE CAPITAL(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Pursuant to the above share subscriptions the Company
        received $60,771 as at October 31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In the three month period ended January 31, 2007 the
        Company received $14,073 pursuant to these subscriptions.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b) Preferred Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Board of Directors of the Corporation is authorized
        to divide the authorized shares of Preferred Stock into one or more series,
        each of which shall be so designed as to distinguish the shares thereof
        from the shares of all other series and classes. The Board of Directors
        of the Corporation is authorized, within any limitations prescribed by
        law and Article, to fix and determine the designations, rights, qualifications,
        preferences, limitations and terms of the shares of any series of Preferred
        Stock.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company has no significant commitments or contractual
        obligations with any parties respecting executive compensation, consulting
        arrangements or other matters, except as disclosed. Rental of premises
        is on a month to month basis.                                                                                                                                                                                                                                                                                                                    

F-10

---

ITEM
2.           MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report
constitute "forward-looking statements. These statements, identified by words
such as plan, "anticipate, "believe, "estimate, "should, "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption "Management's Discussion
and Analysis or Plan of Operation" and elsewhere in this Quarterly Report. We
advise you to carefully review the reports and documents we file from time to
time with the United States Securities and Exchange Commission (the SEC).

OVERVIEW

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We acquired a 100% undivided interest in
two unpatented lode mineral claims known as the Golden Claw Claims totaling 40
acres located in the Yellow Pine Mining District, Clark County, Nevada. We
acquired our Golden Claw Claims pursuant to a purchase agreement dated December
22, 2005 with Multi Metal Mining Corp. Our plan of operation is to conduct
mineral exploration activities on the Golden Claw Claims in order to assess
whether they possess commercially extractable deposits of zinc. The Company has
completed Phase I of its exploration program and intends to complete Phase II of
its exploration program in late 2007.

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that we will discover commercially exploitable
levels of mineral resources on our properties, or if such deposits are
discovered, that we will enter into further substantial exploration
programs.

PLAN OF OPERATION

Our plan of operation is to conduct mineral exploration
activities on the Golden Claw Claims in order to assess whether the claims
possess mineral reserves capable of commercial extraction. We have only recently
commenced exploration of the Golden Claw Claims and this exploration is
currently in the preliminary stages. Our planned exploration program is
exploratory in nature and no mineral reserves may ever be found. Our consulting
geologist recommended that a three-phase continuing exploration program be
undertaken on the property to determine the prime localities of mineralization
on which to focus concentrated exploration.

We completed Phase I and received a report from our consulting
geologist on the geological work completed during this phase on December 20,
2006. The objective of the Phase I exploration program was to trench and sample
the known mineral zone to determine the geological controls and the nature of
the mineralization. The work consisted of reconnaissance geological mapping,
prospecting and the excavation of two trenches.

Four grab samples, one from each of the two trenches, and two
other grab samples from zones of indicated mineralization were taken and
submitted for assay at the Assayers Canada laboratory. The samples were analyzed
by an assay for zinc with the following results:

3

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Sample No.
      Description
      Assay ResultsGolden Claw 1
    Trench excavated in dolomitized limestone
      containing hydrozincite and calamine
    14.1% ZnGolden Claw 2
    Grab sample from outcrop exposure of
      conglomerate
    0.85% ZnGolden Claw 3
    Grab sample from outcrop exposure of breccia
    1.10% ZnGolden Claw 4
    Trench excavated in hematized dolomitic
      limestone containing hydrozincite and calamine
    23.3% Zn


Based on the results of Phase I of our exploration program, our
geological consultant recommended that Phase II be commenced at an estimated
cost of $13,200. The second phase consists of underground geological mapping,
sampling and electromagnetic surveying.

A decision on proceeding beyond the planned Phase II
exploration will be made by assessing whether the results of Phase II are
sufficiently positive. The decision whether or not to proceed will be based on
the recommendations of our geological consultant. The decision of the consultant
whether or not to recommend proceeding will be based on a number of factors,
including his subjective judgment and will depend primarily on the results of
the immediately preceding stage.

Cash Requirements Over The Next Twelve Months

We anticipate that we will incur the following expenses over
the next twelve months:

Category
      Planned Expenditures Over The Next 12 Months (US$)Legal and Accounting Fees
    $15,000Office Expenses
    $4,000Mineral Property Exploration Expenses
    $13,200TOTAL
    $32,200


Our cash on hand as at July 31, 2007 is $53,018. Our current
operating funds are sufficient to meet our anticipated expenses of $32,200 over
the next twelve months. However, our existing funds may be insufficient if the
actual costs of our exploration program significantly exceed our estimates or if
we decide to proceed beyond Phase II of our exploration program or if we decide
to begin mining efforts in the event that it is determined that our property
contains mineral reserves, see Future Financing, below.

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

Third
        Quarter Ended
      Percentage
      Nine
        Months Ended
      PercentageJuly 31
      Increase /
      July 31
      Increase /2007
      2006
      (Decrease)
      2007
      2006
      (Decrease)Revenue
      $-
      $-
      n/a
      $-
      $-
      n/aExpenses
      $(22,728)
      $(3,817)
      495.4%
      $32,137
      $14,404
      123.1%Net Income (Loss)
      $(22,728)
      $(3,817)
      495.4%
      $32,137
      $14,404
      123.1%


4

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Revenue

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that we will discover commercially exploitable
levels of mineral resources on our properties, or if such deposits are
discovered, that we will enter into further substantial exploration
programs.

Operating Expenses

Our operating expenses for the interim periods ended July 31,
  2007 and 2006 consisted of the following:

Third
        Quarter Ended
      Percentage
      Nine
        Months Ended
      PercentageJuly 31
      Increase /
      July 31
      Increase /2007
      2006
      (Decrease)
      2007
      2006
      (Decrease)Exploration and
      $-
      $-
      n/a
      $500
      -
      100%DevelopmentForeign Exchange
      (97)
      2,189
      (2,356.7%)
      (104)
      (250)
      (58.4%)(gain)Geological Consulting
      -
      -
      n/a
      -
      1,500
      (100%)Mineral Property
      -
      -
      n/a
      -
      5,000
      (100%)Acquisition CostOffice
      2,128
      55
      3,769.1%
      3,150
      534
      489.9%Professional Fees
      19,885
      413
      4,714.8%
      25,981
      4,885
      431.8%Rent
      870
      1,160
      (25%)
      2,610
      2,735
      (4.6)%Total Operating Expenses
      $22,786
      $3,817
      (497%)
      $32,137
      $14,404
      123.1%


We anticipate our operating expenses will increase as we
undertake our exploration program for the Golden Claw Claims. We expect to
complete Phase II of our exploration program in late 2007 at a cost of
approximately $13,200. The increase in our operating expenses for the nine month
period ended July 31, 2007 from the comparable period in 2006 was primarily as a
result of an increase in professional fees during the period relating primarily
to expenses incurred in connection with filing our Registration Statement on
Form SB-2 with the Securities and Exchange Commission. We anticipate our
professional fees will also increase as a result of our ongoing reporting
requirements under the Securities Exchange Act of 1934.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital     |                        |                           |                      
|------------------- | ---------------------- | ------------------------- | ---------------------
|                    |                        |                           | Percentage           
|                    | At
      July 31, 2007 | At
      October 31, 2006 | Increase / (Decrease)
|Current Assets      | $53,761                | $69,608                   | (22.8%)              
|Current Liabilities | $21,090                | $18,873                   | 11.7%                
|Working Capital     | $32,671                | $50,735                   | (35.6%)              

5

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|Cash Flows                                    |                     |                    
|--------------------------------------------- | ------------------- | -------------------
|                                              | Nine Months Ended   | Nine Months Ended  
|                                              | July
      31, 2007 | July
      31, 2006
|Cash Flows Used In Operating
      Activities | $(21,417)           | $(20,084)          
|Cash Flows Used in Investing Activities       | -                   | (5,000)            
|Cash Flows From Financing
      Activities    | 14,073              | 59,738             
|Net Increase (Decrease) In Cash During Period | $(7,344)            | $34,654            

The decrease in our working capital at July 31, 2007 from
October 31, 2006, and the increase in our cash used during the nine month period
ended July 31, 2007, from the comparable period ended July 31, 2006 are
primarily attributable to: (i) the additional expenses associated with preparing
and filing our Registration Statement on Form SB-2 and the amendments thereto;
and (ii) the fact that we had no revenue or sources of financing during the nine
month period ended July 31, 2007.

As of July 31, 2007, our cash on hand was $53,081. Since our
inception, we have used our common stock to raise money for our operations and
for our property acquisitions. We have not attained profitable operations and
are dependent upon obtaining financing to pursue our plan of operation. For
these reasons, our auditors stated in their report to our audited financial
statements for the period ended October 31, 2006, that there is substantial
doubt that we will be able to continue as a going concern.

Future Financings

We currently have sufficient capital resources to meet our
anticipated needs for the next twelve months. However, there are no assurances
that the actual costs of operating our business over the next twelve months will
not exceed our estimates. If actual costs are substantially greater than we have
anticipated, we may be required to seek additional financing within that time
period. In addition, if we decide to proceed beyond Phase III of our exploration
program of which there is no assurance, we will also require additional
financing.

We do not anticipate earning revenue in the foreseeable future,
and we do not expect sufficient debt financing to be available to us at this
stage of our development. As such, we expect that we will need to rely on equity
financings in order to fund our future operations. Issuances of additional
shares of our capital stock will result in the dilution of the interests of our
existing stockholders. There are no assurances that we will be able to obtain
sufficient financing if and when required.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in the notes to our audited financial statements for the period from

6

---

inception on November 9, 2005 to October 31, 2006 included in
our Registration Statement on Form SB-2 filed with the SEC on July 11, 2007.

Exploration Stage Enterprise

Our financial statements are prepared using the accrual method
of accounting and according to the provisions of Statement of Financial
Accounting Standards No. 7 (SFAS 7), Accounting and Reporting for Development
Stage Enterprises, as we devote substantially all of our efforts to acquiring
and exploring mineral properties in Nevada, USA. Until such properties are
acquired and developed, we will continue to prepare our financial statements and
related disclosures in accordance with entities in the exploration stage.

Mineral Properties and Exploration Costs

Mineral Rights

We capitalize acquisition and option costs of mineral property
rights where we believe the properties contain potentially mineralized material.
The amount capitalized represents fair market value at the time the mineral
rights were acquired. The accumulated costs of acquisition for properties that
are developed to the stage of commercial production will be amortized using the
unit-of-production method.

Exploration Costs

Mineral exploration costs are expensed as incurred.

RISKS AND UNCERTAINTIES

If we do not obtain additional financing, our business will
fail.

Our current operating funds are sufficient to meet the anticipated
  costs of Phase II of our exploration program on the Golden Claw Claims. However,
  our existing funds may be insufficient if the actual costs of our exploration
  program significantly exceed our estimates or if we decide to proceed beyond
  Phase II of our exploration program or if we decide to begin mining efforts
  in the event that it is determined that our property contains mineral reserves.
  Therefore, we will need to obtain additional financing in order to complete
  our full business plan. As at July 31, 2007, we had cash on hand in the amount
  of $53,018. We have not earned any revenues from our mineral exploration since
  our inception. Our plan of operation calls for significant expenses in connection
  with the exploration of our Golden Claw Claims. We currently do not have any
  arrangements for financing and we may not be able to obtain financing when required.
  Obtaining additional financing would be subject to a number of factors outside
  of our control, including the results from our exploration program, and any
  unanticipated problems relating to our mineral exploration activities, including
  environmental assessments and additional costs and expenses that may exceed
  our current estimates. These factors may make the timing, amount, terms or conditions
  of additional financing unavailable to us in which case our business will fail.

We have yet to earn revenue from our mineral exploration
and, because our ability to sustain our operations is dependent on our ability
to raise financing, our accountants believe that there is substantial doubt
about our ability to continue as a going concern.

We have a cumulative net loss of $67,173 for the period from
our inception on November 9, 2005 to July 31, 2007, and have no revenues to
date. Our future is dependent upon our ability to

7

---

obtain financing and upon future profitable operations from the
development of our mineral claims. These factors raise substantial doubt that we
will be able to continue as a going concern. Telford Sadovnick, P.L.L.C.,
Certified Public Accountants, our independent auditors, have expressed
substantial doubt about our ability to continue as a going concern given our
accumulated losses. This opinion could materially limit our ability to raise
additional funds by issuing new debt or equity securities or otherwise. If we
fail to raise sufficient capital, we will not be able to complete our business
plan. As a result we may have to liquidate our business and investors may lose
their investment in Golden Claw. Investors should consider our auditor's
comments when determining if an investment in Golden Claw is suitable.

Because of the unique difficulties and uncertainties
inherent in mineral exploration ventures, we face a high risk of business
failure.

Investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. Our Golden Claw Claims does not
contain a known body of commercial ore and, therefore, any program conducted on
the Golden Claw Claims would be an exploratory search of ore. There is no
certainty that any expenditures made in the exploration of the Golden Claw
Claims will result in discoveries of commercial quantities of ore. Most
exploration projects do not result in the discovery of commercially mineable
deposits of ore. Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. If the results of Phase II of our exploration program do
not reveal viable commercial mineralization, we may decide to abandon our claims
and acquire new claims for new exploration. The acquisition of additional claims
will be dependent upon our possessing capital resources at the time in order to
purchase such claims. If no funding is available, we may be forced to abandon
our operations.

We have no known mineral reserves and if we cannot find any,
we will have to cease operations.

We have no mineral reserves. If we do not find a mineral
reserve on the Golden Claw Claims, or if we cannot explore the mineral reserve,
either because we do not have the money to do it, or because it will not be
economically feasible to do it, we will have to cease operations and investors
will lose their investment. Mineral exploration is highly speculative. It
involves many risks and is often non-productive. Even if we are able to find
mineral reserves on our property our production capability is subject to further
risks including:

| | (i)   | Costs of bringing the property into production including
      exploration work, preparation of production feasibility studies, and
      construction of production facilities, all of which we have not budgeted
      for;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Availability and costs of financing;                                                                                                                                                                                         
| | (iii) | Ongoing costs of production; and                                                                                                                                                                                             
| | (iv)  | Environmental compliance regulations and
    restraints.                                                                                                                                                                     

The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond our control and which cannot be
accurately predicted, such as market fluctuations, the lack of milling
facilities and processing equipment near the Golden Claw Claims,

8

---

and such other factors as government regulations, including
regulations relating to allowable production, importing and exporting of
minerals, and environmental protection.

We face significant competition in the mineral exploration
industry.

We compete with other mining and exploration companies
possessing greater financial resources and technical facilities than we do in
connection with the acquisition of mineral exploration claims and leases and in
connection with the recruitment and retention of qualified personnel. There is
significant competition for the limited number mineral properties and, as a
result, we may be unable to acquire an interest in attractive mineral
exploration properties on terms we consider acceptable.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards. As
a result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. At the present time we have no coverage to
insure against these hazards. The payment of such liabilities may result in our
inability to complete our planned exploration program and/or obtain additional
financing to fund our exploration program.

As we undertake exploration of our mineral claims, we will
be subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

There are several governmental regulations that materially
restrict mineral exploration. We are subject to the laws of the State of Nevada
as we carry out our exploration program. We may be required to obtain work
permits, post bonds and perform remediation work for any physical disturbance to
the land in order to comply with these laws. If we enter the production phase,
the cost of complying with permit and regulatory environment laws will be
greater because the impact on the project area is greater. Permits and
regulations will control all aspects of the production program if the project
continues to that stage. Examples of regulatory requirements include:

| | (i)   | Water discharge will have to meet drinking water
      standards;                                                                               
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Dust generation will have to be minimal or otherwise
      re-mediated;                                                                         
| | (iii) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;                                 
| | (iv)  | An assessment of all material to be left on the surface
      will need to be environmentally benign;                                           
| | (v)   | Ground water will have to be monitored for any potential
      contaminants;                                                                    
| | (vi)  | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated;
  and             
| | (vii) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

Our annual cost of compliance with the Bureau of Land
Management is presently approximately $125 per claim per year. There is a risk
that new regulations could increase our costs of doing business and prevent us
from carrying out our exploration program. We will also have to sustain the cost
of reclamation and environmental remediation for all exploration work
undertaken. Both reclamation and environmental remediation refer to putting
disturbed ground back as close to its original state as possible. Other
potential pollution or damage must be cleaned-up and renewed

9

---

along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused. The amount of these costs is not known at this time as we do not
know the extent of the exploration program that will be undertaken beyond
completion of the recommended work program. If remediation costs exceed our cash
reserves we may be unable to complete our exploration program and have to
abandon our operations.

Because our sole executive officer and director, Sami
Vaskola, does not have formal training specific to the technicalities of mineral
exploration, there is a higher risk that our business will fail.

Sami Vaskola, our sole executive officer and sole director,
does not have any formal training as a geologist or in the technical aspects of
managing a mineral exploration company. With no training or experience in these
areas, our management may not be fully aware of the specific requirements
related to working within this industry. Our management's decisions and choices
may not take into account standard engineering or managerial approaches mineral
exploration companies commonly use. Consequently, our operations, earnings, and
ultimate financial success could suffer irreparable harm due to management's
lack of experience in this industry.

Because the prices of metals fluctuate, if the price of
metals for which we are exploring decreases below a specified level, it may no
longer be profitable to explore for those metals and we will cease operations.

Prices of metals are determined by such factors as expectations
for inflation, the strength of the United States dollar, global and regional
supply and demand, and political and economic conditions and production costs in
metals producing regions of the world. The aggregate effect of these factors on
metal prices is impossible for us to predict. In addition, the prices of metals
such as zinc are sometimes subject to rapid short-term and/or prolonged changes
because of speculative activities. The current demand for and supply of these
metals affect the metal prices, but not necessarily in the same manner as
current supply and demand affect the prices of other commodities. The supply of
these metals primarily consists of new production from mining. If the prices of
the metals are, for a substantial period, below our foreseeable cost of
production, we could cease operations and investors could lose their entire
investment.

Because our sole executive officer and director, Sami
Vaskola, owns 77% of our outstanding common stock, investors may find that
corporate decisions controlled by Mr. Vaskola are inconsistent with the
interests of other stockholders.

Sami Vaskola, our President, Secretary and Treasurer, controls
77% of the issued and outstanding shares of our common stock. Accordingly, in
accordance with our Articles of Incorporation and Bylaws, Mr. Vaskola is able to
control who is elected to our board of directors and thus could act, or could
have the power to act, as our management. Since Mr. Vaskola is not simply a
passive investor, but is also our sole active executive officer, his interests
as an executive officer may, at times, be adverse to those of passive investors.
Where those conflicts exist, our shareholders will be dependent upon Mr. Vaskola
exercising, in a manner fair to all of our shareholders, his fiduciary duties as
an officer or as a member of our board of directors. Also, due to his stock
ownership position, Mr. Vaskola will have: (i) the ability to control the
outcome of most corporate actions requiring stockholder approval, including
amendments to our Articles of Incorporation; (ii) the ability to control
corporate combinations or similar transactions that might benefit minority
stockholders which may be rejected by Mr. Vaskola to their detriment, and (iii)
control over transactions between him and Golden Claw.

10

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We may conduct further offerings in the future in which case
investors shareholdings will be diluted.

We completed an offering of 7,484,420 shares of our common
stock at a price of $0.01 per share to investors on November 30, 2006. Since our
inception, we have relied on such equity sales of our common stock to fund our
operations. We may conduct further equity offerings in the future to finance our
current projects or to finance subsequent projects that we decide to undertake.
If common stock is issued in return for additional funds, the price per share
could be lower than that paid by our current stockholders. We anticipate
continuing to rely on equity sales of our common stock in order to fund our
business operations. If we issue additional stock, investors percentage
interest in us will be diluted. The result of this could reduce the value of
investors stock.

If a market for our common stock does not develop,
stockholders may be unable to sell their shares.

There is currently no market for our common stock and we can
provide no assurance that a market will develop. We intend to apply for our
common stock to be quoted on the OTC Bulletin Board. However, we can provide no
assurance that our shares will be approved for quotation on the OTC Bulletin
Board or, if traded, that a public market will materialize. If our common stock
is not traded on the OTC Bulletin Board or if a public market for our common
stock does not develop, stockholders may not be able to re-sell the shares of
our common stock that they have purchased and may lose all of their investment.

Because our stock is a penny stock, shareholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $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 quotation
system.

Because our securities constitute "penny stocks" within the
meaning of the rules, the rules apply to us and to our securities. The rules may
further affect the ability of owners of shares to sell our securities in any
market that might develop for them. As long as the trading price of our common
stock is less than $5.00 per share, the common stock will be subject to rule
15g-9 under the Exchange Act. The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock, to deliver a standardized risk
disclosure document prepared by the SEC, that:

|1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|2. | contains a description of the broker's or dealer's duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
|   |                                                                                                                                                                                                                                          
|3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
|   |                                                                                                                                                                                                                                          
|4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       

11

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|5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                            
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those 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 acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock.

ITEM
3.           CONTROLS AND
PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

Under the supervision and with the participation of our
management, including our principal executive officer and principal financial
officer, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15(b) as of the end of the
period covered by this report. Based on that evaluation, our principal executive
officer and principal financial officer has concluded that these disclosure
controls and procedures are effective.

There were no changes in our internal control over financial
reporting during the quarter ended July 31, 2007 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

12

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PART II - OTHER INFORMATION

ITEM
1.           LEGAL
PROCEEDINGS.

None.

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

We registered the resale of 7,484,420 shares of our common
stock (the Shares) offered by our selling stockholders at a price of $0.02 per
share pursuant to a Registration Statement on Form SB-2 under the Securities Act
of 1933 (the Offering). The SEC declared our Registration Statement on Form
SB-2 (File No. 333-144471), effective at 2:00 p.m. (EST) on July 23, 2007 (the
Effective Date). We did not sell any shares of our common stock in the
Offering and therefore will not receive any proceeds from the Offering. The
Offering will terminate nine months after the Effective Date. None of the
securities were sold through an underwriter and accordingly, there were no
underwriting discounts or commissions involved. We are paying all expenses of
the Offering. No portion of these expenses will be paid by the selling
stockholders. The selling stockholders, however, will pay any other expenses
incurred in selling their common stock, including any brokerage commissions or
costs of sale.

ITEM
3.           DEFAULTS
UPON SENIOR SECURITIES.

None.

ITEM
4.           SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM
5.           OTHER
INFORMATION.

None.

ITEM
6.           EXHIBITS.

|Exhibit |                                                                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                   
|        |                                                                                                                                                           
|3.1     | Articles of
        Incorporation.(1)                                                                                                                     
|        |                                                                                                                                                           
|3.2     | Bylaws, as amended.(1)                                                                                                                                    
|        |                                                                                                                                                           
|10.1    | Purchase Agreement
        dated December 22, 2005 between Multi Metal Mining Corp. and Golden Claw.
        (1)                                          
|        |                                                                                                                                                           
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |                                                                                                                                                           
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.

|**Notes:** |                                                                                                        
|---------- | -------------------------------------------------------------------------------------------------------
|(1)        | Previously filed as an exhibit to our Registration
      Statement on Form SB-2 filed on July 11, 2007.

13

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|      |                    |     | GOLDEN CLAW VENTURES INC.                             
|----- | ------------------ | --- | ------------------------------------------------------
|      |                    |     |                                                       
|      |                    |     |                                                       
|      |                    |     |                                                       
|Date: | September 13, 2007 | By: | /s/
      Sami Vaskola                                
|      |                    |     | SAMI VASKOLA                                          
|      |                    |     | Chief Executive Officer, Chief Financial
      Officer
|      |                    |     | President, Secretary and Treasurer                    
|      |                    |     | (Principal Executive Officer                          
|      |                    |     | and Principal Accounting Officer)                     

---