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

FORM 10-KSB

(Mark One)

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

For the fiscal year ended August 31, 2007

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [      ]
to [      ]

Commission file number 333-130934

GOLDEN ARIA CORP.(Name of
small business issuer in its charter)

|Nevada                                                               | 20-1970188                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|#604  700 West Pender Street                                        |                                     
|Vancouver, British Columbia                                          | V6C 1G8                             
|(Address of principal executive offices)                             | (Zip Code)                          

Issuer's telephone number 604-602-1633

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

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

Common Shares, par value $0.001(Title of class)

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 [   ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-KSB or any amendment to this Form 10-KSB. [   ]

State issuer's revenues for its most recent fiscal year. $82,206

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

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State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

2,370,960 common shares @ $0.225(1) = $533,466(1)Average of bid and ask closing prices on October 24,
2007.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS)

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes
[   ]   No [   ]

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's
classes of equity stock, as of the latest practicable date.

15,495,480 common shares issued and outstanding as of November
  21, 2007

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB (e.g., Part
I, Part II, etc.) into which the document is incorporated: (1) any annual report
to security holders; (2) any proxy or information statement; and (3) any
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of
1933 ("Securities Act"). The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal
year ended December 24, 1990).

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

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PART I

Item
1.           Description of
Business.

This annual report contains forward-looking statements as that
term is defined in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. In some cases,
you can identify forward-looking statements by terminology such as "may",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our company's or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to "common
shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and
"Golden Aria" mean Golden Aria Corp., unless otherwise indicated.

Corporate Overview

The address of our principal executive office is Suite 604, 700
West Pender Street, Vancouver, British Columbia V6C 1G8. Our telephone number is
(604) 602-1675. Our executive offices are rented from Copper Ridge Explorations
Inc. on a month-to-month basis and our monthly rental is $500, for which we
share 1,100 square feet of office space, which includes three executive offices.
Our current space is adequate for our purposes at this stage of our development.

Our common stock is quoted on the OTC Bulletin Board under the
symbol "GARA".

Corporate History

We were incorporated in the State of Nevada on November 24,
2004. We are an exploration stage company focused on developing North American
resource properties. However, our current focus is on the exploration and
development of natural gas and oil.

Our Current Business

We were an exploration company focused on developing North
American resource properties. However, our current focus is on the exploration
and development of natural gas and oil. During the fiscal year ended August 31,
2007, we have abandoned our mineral project on our land portfolio comprised of
an option to acquire a 60% interests in mineral lease claims, containing the
mineral claims Coal #1 to Coal #64 (BLM-NMC number 847957 to 848020) located in
the Coal Canyon, Cortez Area, Eureka County, Nevada.

Employees

Initially, we intend to use the services of sub-contractors for
manual labour exploration work and drilling on our properties. Our only
technical employee is Dr. Carlson, our president and a director.

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We entered into a consulting agreement with Dr. Gerald G.
Carlsons company, KGE Management Ltd. on March 1, 2005. Under this agreement,
Dr. Carlson will provide geological and corporate administration consulting
services to our company, such duties and responsibilities to include the
provision of geological consulting services, strategic corporate and financial
planning, management of the overall business operations of our company, and the
supervision of office staff and exploration and mining consultants. Dr. Carlson,
through KGE Management Ltd., is reimbursed at the rate of $2,000 per month. We
may terminate this agreement without prior notice based on a number of
conditions. Dr. Carlson or KGE Management Ltd. may terminate the agreement at
any time by giving 30 days written notice of their intention to do so.

Competition

The resource industry is competitive. We compete with numerous
companies, including many major resource companies, which have substantially
greater technical, financial and operational resources and staff. Accordingly,
there is a high degree of competition for commercially viable properties and
access to funds.

Compliance with Government Regulation

We are committed to complying with and are, to our knowledge,
in compliance with, all governmental and environmental regulations applicable to
our company and our properties. Permits from a variety of regulatory authorities
are required for many aspects of mine operation and reclamation. We do not
currently own or operate any mines nor operate any wells and are not required to
comply with the requirements of these regulatory authorities. We cannot predict
the extent to which these requirements will affect our company or our properties
if we identify the existence of minerals in commercially exploitable quantities.
In addition, future legislation and regulation could cause additional expense,
capital expenditure, restrictions and delays in the exploration of our
properties.

We are prepared to engage professionals, if necessary, to
ensure regulatory compliance but in the near term we expect that our activities
will require minimal regulatory oversight. If we expand the scope of our
activities in the future it is reasonable to expect that our compliance costs
may increase accordingly.

Intellectual Property

We do not own, either legally or beneficially, any patent or
trademark.

RISK FACTORS

Our common shares are considered speculative. Prospective
investors should consider carefully the risk factors set out below.

Risks Associated With Our Business

We have a limited operating history and as a result there is
no assurance we can operate on a profitable basis.

We have a limited operating history and must be considered in
the exploration stage. Our company's operations will be subject to all the risks
inherent in the establishment of an exploration stage enterprise and the
uncertainties arising from the absence of a significant operating history.
Potential investors should be aware of the difficulties normally encountered by
resource 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 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. The expenditures to be made by us in the exploration of our
properties may not result in the discovery of mineral deposits or reserves.
Problems such as unusual or unexpected formations of rock or land and other
conditions are involved in resource exploration and often result in unsuccessful
exploration efforts. If the results of our exploration do not reveal viable
commercial mineral deposits or reserves, we may decide to abandon our claims and
acquire new claims for new exploration or cease operations. The acquisition of
additional claims will be dependent upon us possessing capital resources at the
time in order to

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purchase such claims. If no funding is available, we may be
forced to abandon our operations. There can be no assurance that we will be able
to operate on a profitable basis.

If we do not obtain additional financing, our business will
fail and our investors could lose their investment.

We had cash in the amount of $301,579 and working capital of
$93,505 as of our year ended August 31, 2007. We currently do not generate
significant revenues from our operations. Any direct acquisition of a claim
under lease or option is subject to our ability to obtain the financing
necessary for us to fund and carry out exploration programs on potential
properties. The requirements are substantial. Obtaining additional financing
would be subject to a number of factors, including market prices for resources,
investor acceptance of our properties and investor sentiment. These factors may
negatively affect the timing, amount, terms or conditions of any additional
financing available to us. The most likely source of future funds presently
available to us is through the sale of equity capital and loans. Any sale of
share capital will result in dilution to existing shareholders.

Because there is no assurance that we will generate material
revenues, we face a high risk of business failure.

As of the date of this annual report, we have earned revenues
of $82,206. We current own a 15% (BPO) working interest in a natural gas well in
Saskatchewan, Canada. We were incorporated in November 2004 and to date have
been involved primarily in organizational activities and limited exploration
activities. Before we are able to generate revenue, we will incur substantial
operating and exploration expenditures. We therefore expect to incur significant
losses into the foreseeable future. We have limited operating history upon which
an evaluation of our future success or failure can be made. Our net loss from
inception to August 31, 2007 is $975,171. We recognize that if we are unable to
generate significant revenues from our activities, we will not be able to earn
profits or continue operations. We cannot guarantee that we will be successful
in raising capital to fund these operating losses or generate revenues in the
future. We can provide investors with no assurance that we will generate any
operating revenues or ever achieve profitable operations. If we are unsuccessful
in addressing these risks, our business will most likely fail and our investors
could lose their investment.

The oil and natural gas industry is highly competitive and
there is no assurance that we will be successful in acquiring leases.

The oil and natural gas industry is intensely competitive.
Although we do not compete with other oil and gas companies for the sale of any
oil and gas that we may produce, as there is sufficient demand in the world
market for these products, we compete with numerous individuals and companies,
including many major oil and natural gas companies which have substantially
greater technical, financial and operational resources and staff. Accordingly,
there is a high degree of competition for desirable oil and natural gas leases,
suitable properties for drilling operations and necessary drilling equipment, as
well as for access to funds. We cannot predict if the necessary funds can be
raised or that any projected work will be completed.

There can be no assurance that we will identify and acquire
an oil and natural gas exploration property. Even if we do acquire such a
property, there can be no assurance that we will discover oil or natural gas in
any commercial quantity thereon.

Exploration for economic reserves of oil and natural gas is
subject to a number of risks. There is competition for the acquisition of
available oil and natural gas properties. Even if we are able to acquire an oil
and natural gas exploration property, few properties that are explored are
ultimately developed into producing oil and/or natural gas wells. If we cannot
acquire one or more oil and natural gas exploration properties and discover oil
or natural gas in any commercial quantity thereon, our business will fail.

Even if we acquire an oil and natural gas exploration
property and establish that it contains oil or natural gas in commercially
exploitable quantities, the potential profitability of oil and natural gas
ventures depends upon factors beyond the control of our company.

The potential profitability of oil and natural gas properties
is dependent upon many factors beyond our control. For instance, world prices
and markets for oil and natural gas are unpredictable, highly volatile,
potentially subject to governmental fixing, pegging, controls or any combination
of these and other factors, and respond to changes in

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domestic, international, political, social and economic
environments. Additionally, due to worldwide economic uncertainty, the
availability and cost of funds for production and other expenses have become
increasingly difficult, if not impossible, to project. In addition, adverse
weather conditions can hinder drilling operations. These changes and events may
materially affect our future financial performance. These factors cannot be
accurately predicted and the combination of these factors may result in our
company not receiving an adequate return on invested capital.

In addition, a productive well may become uneconomic in the
event water or other deleterious substances are encountered which impair or
prevent the production of oil and/or natural gas from the well. Production from
any well may be unmarketable if it is impregnated with water or other
deleterious substances. Also, the marketability of oil and natural gas which may
be acquired or discovered will be affected by numerous related factors,
including the proximity and capacity of oil and natural gas pipelines and
processing equipment, market fluctuations of prices, taxes, royalties, land
tenure, allowable production and environmental protection, all of which could
result in greater expenses than revenue generated by the well.

The marketability of natural resources will be affected by
numerous factors beyond our control which may result in us not receiving an
adequate return on invested capital to be profitable or viable.

The marketability of natural resources which may be acquired or
discovered by us will be affected by numerous factors beyond our control. These
factors include market fluctuations in oil and natural gas pricing and demand,
the proximity and capacity of natural resource markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of oil and natural gas and environmental protection
regulations. The exact effect of these factors cannot be accurately predicted,
but the combination of these factors may result in us not receiving an adequate
return on invested capital to be profitable or viable.

Oil and natural gas operations are subject to comprehensive
regulation which may cause substantial delays or require capital outlays in
excess of those anticipated causing an adverse effect on our company.

Oil and natural gas operations are subject to federal, state,
and local laws relating to the protection of the environment, including laws
regulating removal of natural resources from the ground and the discharge of
materials into the environment. Oil and natural gas operations are also subject
to federal, state, and local laws and regulations which seek to maintain health
and safety standards by regulating the design and use of drilling methods and
equipment. Various permits from government bodies are required for drilling
operations to be conducted; no assurance can be given that standards imposed by
federal, provincial, or local authorities may be changed and any such changes
may have material adverse effects on our activities. Moreover, compliance with
such laws may cause substantial delays or require capital outlays in excess of
those anticipated, thus causing an adverse effect on us. Additionally, we may be
subject to liability for pollution or other environmental damages. To date, we
have not been required to spend any material amount on compliance with
environmental regulations. However, we may be required to do so in the future
and this may affect our ability to expand or maintain our operations.

Exploration and production activities are subject to certain
environmental regulations which may prevent or delay the commencement or
continuation of our operations.

In general, our exploration and production activities are
subject to certain federal, state and local laws and regulations relating to
environmental quality and pollution control. Such laws and regulations increase
the costs of these activities and may prevent or delay the commencement or
continuation of a given operation. Specifically, we may be subject to
legislation regarding emissions into the environment, water discharges and
storage and disposition of hazardous wastes. In addition, legislation has been
enacted which requires well and facility sites to be abandoned and reclaimed to
the satisfaction of state authorities. However, such laws and regulations are
frequently changed and we are unable to predict the ultimate cost of compliance.
Generally, environmental requirements do not appear to affect us any differently
or to any greater or lesser extent than other companies in the industry.

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Exploratory drilling involves many risks and we may become
liable for pollution or other liabilities which may have an adverse effect on
our financial position.

Drilling operations generally involve a high degree of risk.
Hazards such as unusual or unexpected geological formations, power outages,
labor disruptions, blow-outs, sour natural gas leakage, fire, inability to
obtain suitable or adequate machinery, equipment or labor, and other risks are
involved. We may become subject to liability for pollution or hazards against
which it cannot adequately insure or which it may elect not to insure. Incurring
any such liability may have a material adverse effect on our financial position
and operations.

Any change to government regulation/administrative practices
may have a negative impact on our ability to operate and our
profitability.

The business of oil and natural gas exploration and development
is subject to substantial regulation under various countries laws relating to
the exploration for, and the development, upgrading, marketing, pricing,
taxation, and transportation of oil and natural gas and related products and
other matters. Amendments to current laws and regulations governing operations
and activities of oil and natural gas exploration and development operations
could have a material adverse impact on our business. In addition, there can be
no assurance that income tax laws, royalty regulations and government incentive
programs related to the properties subject to our farm-out agreements and the
oil and natural gas industry generally will not be changed in a manner which may
adversely affect our progress and cause delays, inability to explore and develop
or abandonment of these interests.

Permits, leases, licenses, and approvals are required from a
variety of regulatory authorities at various stages of exploration and
development. There can be no assurance that the various government permits,
leases, licenses and approvals sought will be granted in respect of our
activities or, if granted, will not be cancelled or will be renewed upon expiry.
There is no assurance that such permits, leases, licenses, and approvals will
not contain terms and provisions which may adversely affect our exploration and
development activities.

If we are unable to hire and retain key personnel, we may
not be able to implement our business plan.

Our success is largely dependent on our ability to hire highly
qualified personnel. This is particularly true in highly technical businesses
such as resource exploration. These individuals are in high demand and we may
not be able to attract the personnel we need. In addition, we may not be able to
afford the high salaries and fees demanded by qualified personnel, or may lose
such employees after they are hired. Failure to hire key personnel when needed,
or on acceptable terms, would have a significant negative effect on our
business.

Our independent certified public accounting firm, in the
Notes to the audited financial statements for the year ended August 31, 2007
states that there is a substantial doubt that we will be able to continue as a
going concern.

Our independent certified public accounting firm, Vellmer and
  Chang, state in the Notes to the audited financial statements for the year ended
  August 31, 2007 that we have experienced significant losses since inception.
  Failure to arrange adequate financing on acceptable terms and to achieve profitability
  would have an adverse effect on our financial position, results of operations,
  cash flows and prospects. Accordingly, there is substantial doubt that we will
  be able to continue as a going concern.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices, due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like Nasdaq or a stock exchange like Amex. Accordingly,
shareholders may have difficulty reselling any of the shares.

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Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the FINRAs sales practice
requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, FINRA has adopted rules that require that in
recommending an investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customers financial status, tax status, investment objectives and
other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which
may limit your ability to buy and sell our stock.

Other Risks

Because all of our officers and directors are located in
non-U.S. jurisdictions, you may have no effective recourse against them for
misconduct and you may not be able to enforce judgement and civil liabilities
against our officers, directors, experts and agents.

All of our directors and officers are nationals and/or
residents of countries other than the United States and all or a substantial
portion of their assets are located outside the United States. As a result, it
may be difficult for investors to enforce within the United States any judgments
obtained against our officers or directors, including judgments predicated upon
the civil liability provisions of the securities laws of the United States or
any state thereof.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

Item
2.           Description of
Property.

Executive Offices

The address of our principal executive office is Suite 604, 700
West Pender Street, Vancouver, British Columbia

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V6C 1G8. Our telephone number is (604) 602-1675. Our executive
offices are rented from Copper Ridge Explorations Inc. on a month-to-month basis
and our monthly rental is $500, for which we share 1,100 square feet of office
space, which includes three executive offices. Our current space is adequate for
our purposes at this stage of our development.

Mineral Properties

Coal Canyon, Cortez Area, Eureka County, Nevada

On April 6, 2005, we acquired an option to earn a 60% interest
in mineral claims in Eureka County, Nevada, containing the mineral claims Coal
#1 to Coal #64 (BLM-NMC number 847957 to 848020) located in the Coal Canyon,
Cortez Area, Eureka County, Nevada, by way of an option agreement with Miranda
U.S.A. Inc. The mineral lease claims are owned by Miranda U.S.A. Inc. pursuant
to a 20-year mineral lease dated May 27, 2004. At the present time there are no
proven reserves.

On March 23, 2007, we terminated the option agreement with
Miranda U.S.A. Inc.

West Queensdale, Saskatchewan, Canada

On March 15, 2007, we entered a Memorandum of Understanding
which was subsequently partially completed on April 16, 2007, to acquire a 15%
before payout (BPO) (7.5% after payout (APO)) interest in Queensdale,
Saskatchewan Project from 0743608 B.C. Ltd. (Assignor), a company controlled by
a Director/CEO of the Company covering the south east quarter (SE 1⁄4) of Section
twenty five (25), Township six (6), Range two (2) west of the second meridian
(W2M) in the West Queensdale, Saskatchewan area (Farmout Land) and the north
east quarter (NE 1⁄4) of Section twenty five (25), Township six (6), Range two (2)
west of the second meridian (W2M) in the West Queensdale area of southeast
Saskatchewan, Canada. The total cost of this prospect was $496,049. Total
revenue produced for the year ended August 31, 2007 was $82,206 (August 31,
2006: $ Nil). Operating costs for this prospect amounted to $27,945 (August 31,
2006: $ Nil).

The area is a well known oil and gas producing area and is
considered part of the greater Williston Basin District that also extends into
Wyoming.

The West Queensdale project is a postulated extension of
historic reservoirs that target Alida dolomite formations. One horizontal well
was drilled in November 2006, and completed prior to our acquisition, and was
and is producing crude oil. This well, the 1A9-25/2C1-25-6-2 W2 well, is in the
north east corner of the West Queensdale field in south east Saskatchewan. This
well was drilled to a depth of 1845 metres and the open hole completed section
is in the interval from 1431 metres to 1845 metres. A second horizontal well has
been drilled and is being assessed, and if it is shown to also be a producing
oil well, then a 15% BPO (7.5% APO interest) could be acquired by our company as
part of the Memorandum of Understanding previously signed. Management believes
there is value in adding assets to our company that produce cash flow and are
more sustainable over time as a result of that cash flow.

The land in which the Company has an interest, is shown in
yellow below.

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- 10 -



Item
3.           Legal
Proceedings.

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item
4.           Submissions of
Matters to a Vote of Security Holders.

On March 8, 2007, we held an annual meeting of our shareholders
to elect Gerald Carlson and Chris Bunka as directors for the ensuing year and to
ratify Vellmer & Chang, Chartered Accountants as the auditors for our
company.

PART II

Item
5.           Market for Common
Equity and Related Stockholder Matters AND Small Business Issuer Purchases of
Equity Securities.

The principal market on which our common stock is quoted is the
OTC Bulletin Board under the Symbol "GARA".

The following table reflects the high and low bid information
for our common stock obtained from Yahoo! Finance and reflects inter-dealer
prices, without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions.

The high and low bid prices of our common stock for the periods
indicated below are as follows:

Quarter Ended(1)
    High
    LowAugust 2007
    $0.35
    $0.20May 2007
    $1.25
    $0.55February 2007
    $0.55
    $0.55November 2006
    $1.01
    $0.25


---

- 11 -

Quarter Ended(1)
    High
    LowAugust 2006
    $0.25
    $0.20May 2006
    N/A
    N/AFebruary 2006
    N/A
    N/ANovember 2005
    N/A
    N/AAugust 2005
    N/A
    N/A


> (1) The quotations above reflect inter-dealer prices, without
>       retail mark-up, mark-down or commission and may not represent actual transactions.

On October 24, 2007, the last closing price for one share of
our common stock as reported by the OTC Bulletin Board was $0.22. This closing
price reflects an inter-dealer price, without retail mark-up, mark-down or
commission, and may not represent an actual transaction.

As of November 21, 2007, there were 41 holders of record of our
common stock. As of such date, 15,495,480 common shares were issued and
outstanding.

Our common shares are issued in registered form. Nevada Agency
and Trust Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501
(Telephone: 775.322.0626; Facsimile: 775.322.5623) is the registrar and transfer
agent for our common shares.

Dividend Policy

We have not paid any cash dividends on our common stock and
have no present intention of paying any dividends on the shares of our common
stock. Our current policy is to retain earnings, if any, for use in our
operations and in the development of our business. Our future dividend policy
will be determined from time to time by our board of directors.

Recent Sales of Unregistered Securities

On March 6, 2007, we issued 185,480 units at $0.25 per unit to
directors of our company. Each unit consisted of one common share and one common
share purchase warrant with an exercise price of $0.40 per share expiring on
December 1, 2008.

On April 18, 2007, we issued 500,000 common shares at a market
value of $0.55 to 0743608 B.C. Ltd. in connection with a participation agreement
on the Queensdale Saskatchewan project.

On April 19, 2007, we issued 200,000 units at $0.25 per unit to
a non-arms length party. Each unit consisted of one common share and one common
share purchase warrant with an exercise price of $0.25 per share expiring on
December 1, 2008.

On August 31, 2007, we issued 1,200,000 units, of which 200,000
units were to a non-arms length party, at $0.25 per unit. Each unit consisted
of one common share and one common share purchase warrant with an exercise price
of $0.40 per share expiring on August 31, 2009.

Equity Compensation Plan Information

We currently do not have an equity compensation plan.

---

- 12 -

Item
6.           Plan of
Operation.

Overview

You should read the following discussion of our financial
condition and results of operations together with the audited financial
statements and the notes to audited financial statements included elsewhere in
this filing prepared in accordance with accounting principles generally accepted
in the United States. This discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those anticipated in these forward-looking statements.

Plan of Operation

We were an exploration company focused on developing North
American resource properties. However, our current focus is on the exploration
and development of natural gas and oil. We have abandoned our mineral project on
our land portfolio comprised of an option to acquire a 60% interests in mineral
lease claims, containing the mineral claims Coal #1 to Coal #64 (BLM-NMC number
847957 to 848020) located in the Coal Canyon, Cortez Area, Eureka County, Nevada
United States of America in Nevada.

The following disclosure relates to each property that we have
or had an interest in:

Coal Canyon, Cortez Area, Eureka County, Nevada

On April 6, 2005, we acquired an option to earn a 60% interest
in mineral claims in Eureka County, Nevada, containing the mineral claims Coal
#1 to Coal #64 (BLM-NMC number 847957 to 848020) located in the Coal Canyon,
Cortez Area, Eureka County, Nevada, United States of America. The mineral lease
claims are owned by Miranda U.S.A. Inc. pursuant to a 20-year mineral lease
dated May 27, 2004. At the present time there are no proven reserves.

On March 23, 2007, we terminated the above noted Option
Agreement with Miranda U.S.A. Inc.

West Queensdale, Saskatchewan, Canada

On March 15, 2007, we entered a Memorandum of Understanding
which was subsequently partially completed on April 16, 2007, to acquire a 15%
before payout (BPO) (7.5% after payout (APO)) interest in Queensdale,
Saskatchewan Project from 0743608 B.C. Ltd. (Assignor), a company controlled by
a Director/CEO of the Company covering the south east quarter (SE 1⁄4) of Section
twenty five (25), Township six (6), Range two (2) west of the second meridian
(W2M) in the West Queensdale, Saskatchewan area (Farmout Land) and the north
east quarter (NE 1⁄4) of Section twenty five (25), Township six (6), Range two (2)
west of the second meridian (W2M) in the West Queensdale area of southeast
Saskatchewan, Canada. The total cost of this prospect was $496,049. Total
revenue produced for the year ended August 31, 2007 was $82,206 (August 31,
2006: $ Nil). Operating costs for this prospect amounted to $27,945 (August 31,
2006: $ Nil).

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or
significant equipment during the next 12 months.

Personnel Plan

We do not anticipate any significant changes in the number of
employees during the next 12 months.

Off-Balance Sheet Arrangements

There are no 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 that is material to
investors.

---

- 13 -

Results of Operations for the year ended August 31, 2007

For the year ended August 31, 2007, our revenues were $82,206
while there were no revenues for the prior year. The increase in revenues was
derived from the acquisition of a 15% (BPO) working interest in a natural gas
well located in Saskatchewan, Canada.

For the year ended August 31, 2007 we incurred costs and
expenses in the amount of $692,151, compared to costs and expenses of $201,607
for the corresponding period in the prior year.

This increase in costs and expenses is attributable to
operating costs and administrative expenses we incurred in connection with the
following:

- Our operating costs for the oil well amounted to $27,945. The depletion
  costs for the year ended August 31, 2007 was $76,092, while the write down in
  carrying value of oil and gas properties was $216,299. The write down was
  caused by the comparison of the future cash flows discounted at 10% and
  compared to the carrying value of the asset. There are no comparative figures
  for the prior period.
- Rent payment in connection with the acquisition of office space. During the
  year ended August 31, 2007, we incurred $17,750 (August 31, 2006: $8,830); the
  increase was caused by the allocation of costs paid for accounting services
  and the use of premises used by the President of our company.
- Consulting fees increased to $142,399 (August 31, 2006: $25,660). The
  increase was caused by a stock based compensation charge of $116,959 (August
  31, 2006: $ Nil) due to shares and warrants being issued below market price to
  directors of our company. Excluding this charge consulting fees were in line
  with the prior period.
- Accounting and Audit fees increased to $50,456 (August 31, 2006: $36,442).
  The increase was caused by increases in fees charged by the external
  accountant for 12 months as compared to a shorter period for the previous
  year.

Liquidity and Capital Resources

As of August 31, 2007, we had total current assets of $316,439
(August 31, 2006: $165,918) while our total current liabilities as of August 31,
2007 were $222,934 (August 31, 2006: $53,093). As a result, on August 31, 2007
we had a working capital surplus of $93,505 (August 31, 2006: working capital of
$112,825). The decrease in working capital was caused by our agreement in
connection with the purchase of the 15% (BPO) working interest in a natural gas
well and a general increase in overhead costs which was partly offset by an
increase in cash due to the issuance of common shares.

We relied on cash on hand raised through the issue of equity
capital to fund our operations during the quarter ended August 31, 2007.

We generate revenue, however, we still anticipate the need to
raise significant capital through the sale of equity securities on a private or
public basis in order to sustain operations. It is uncertain whether we will be
able to obtain the necessary capital.

We intend to fund operations and commitments over the next
twelve months from our cash on hand, including our capital expenditures, working
capital or other cash requirements. We believe cash from operating activities,
and our existing cash resources may not be sufficient to meet our working
capital requirements for the next 12 months. We will likely require additional
funds to support our business plan. Management intends to raise additional
working capital through debt and equity financing. There can be no assurance
that additional financing will be available on acceptable terms, if at all. If
adequate funds are not available, we may be unable to take advantage of future
opportunities, respond to competitive pressures, and may have to curtail
operations.

---

- 14 -

Revenue Recognition

We use the sales method of accounting for natural gas and oil
revenues. Under this method, revenues are recognized upon the passage of title,
net of royalties. Revenues from oil production are recorded using the sales
method. When sales volumes exceed our companys entitled share, an overproduced
imbalance occurs. To the extent the overproduced imbalance exceeds our companys
share of the remaining estimated proved oil reserves for a given property, we
record a liability. At August 31, 2007, we had no overproduced imbalances.

Long-lived Assets

Long-lived assets are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount may not be
recoverable, in accordance with the Statement of Financial Accounting Standards
No. 144 (SFAS 144), Accounting for the Impairment or Disposal of Long-Lived
Assets. An impairment loss would be recognized when the carrying amount of an
asset exceeds the estimated undiscounted future cash flows expected to result
from the use of the asset and its eventual disposition. The amount of the
impairment loss to be recorded is calculated by the excess of the assets
carrying value over its fair value. Fair value is generally determined using a
discounted cash flow analysis.

Going Concern

Our annual financial statements have been prepared on a going
concern basis, which assumes the realization of assets and liquidation of
liabilities in the normal course of operations. The financial statements have
been prepared assuming we will continue as a going concern. However, certain
conditions exist which raise doubt about our ability to continue as a going
concern. We have suffered recurring losses from operations and have accumulated
losses of $975,171 from inception through August 31, 2007.

The continuation of our business is dependent upon obtaining
further financing and achieving a break-even or profitable level of operations.
The issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current or future stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (1)
achieve a level of revenues adequate to generate sufficient cash-flow from
operations; or (2) obtain additional financing through either private
placements, public offerings and/or bank financing necessary to support our
working capital requirements. To the extent that funds generated from operations
and any private placements, public offerings and/or bank financing are
insufficient, we will have to raise additional working capital. No assurance can
be given that additional financing will be available, or if available, will be
on terms acceptable to us. If adequate working capital is not available we may
not be able to continue our operations.

These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses. These estimates and assumptions are affected by managements
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our financial statements is critical to an understanding of our financials.

In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reported period. Actual results
could differ from those estimates.

---

- 15 -

Loss Per Share

Loss per share is computed using the weighted average number of
shares outstanding during the period. We have adopted SFAS No.128 Earnings Per
Share. Diluted loss per share is equivalent to basis loss per share because
there are no dilutive securities.

Foreign Currency Translations

Our operations are located in the United States of America and
we have an office in Canada. We maintain our accounting records in U.S. Dollars,
as follows:

At the transaction date, each asset, liability, revenue and
expense that was acquired or incurred in a foreign currency is translated into
U.S. dollars by the using of the exchange rate in effect at that date. At the
period end, monetary assets and liabilities are translated at the exchange rate
in effect at that date. The resulting foreign exchange gains and losses are
included in operations.

Fair Value of Financial Instruments

Fair value estimates of financial instruments are made at a
specific point in time, based on relevant information about financial markets
and specific financial instruments. As these estimates are subjective in nature,
involving uncertainties and matters of significant judgment, they cannot be
determined with precision. Changes in assumptions can significantly affect
estimated fair values.

The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair value. These financial instruments
include cash and cash equivalents, accounts payable, accrued liabilities and due
to related parties. Fair values were assumed to approximate carry values for
these financial instruments, since they are short term in nature and their
carrying amounts approximate fair values or they are receivable or payable on
demand.

Management is of the opinion that we are not exposed to
significant interest or credit risks arising from these financial instruments.
We may operate outside the United States of America and thus may have
significant exposure to foreign currency risk in the future due to the
fluctuation of the currency in which we operate and the U.S. dollars.

Income Taxes

We have adopted statement of Financial Accounting Standards No.
109 (SFAS 109), Accounting for Income Taxes, which requires us to recognize
deferred tax liabilities and assets for the expected future tax consequences of
events that have been recognized in our financial statements or tax returns
using the liability method. Under this method, deferred tax liabilities and
assets are determined based on the temporary differences between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect in the year in which the differences are expected to reverse.

Long-Lived Assets Impairment

Long-term assets are reviewed for impairment when circumstances
indicate the carrying value may not be recoverable in accordance with the
guidance established in Statement of Financial Accounting Standards No. 144
(SFAS 144), Accounting for the Impairment or Disposal of Long-Lived Assets. For
assets that are to be held and used, an impairment loss is recognized when the
estimated undiscounted cash flows associated with the asset or group of assets
is less than their carrying value. If impairment exists, an adjustment is made
to write the asset down to its fair value, Fair values are determined based on
discounted cash flows or internal and external appraisals, as applicable. Assets
to be disposed of are carried at the lower of carrying value or estimated net
realizable value.

Asset Retirement Obligations

We recognize a liability for future retirement obligations
associated with our resource properties. The estimated fair value of the asset
retirement obligation is based on the current cost escalated at an inflation
rate and discounted at a credit adjusted rate. This liability is capitalized as
part of the cost of the related asset and amortized over its

---

- 16 -

productive life. The liability accretes until we settle the
obligation. As of August 31, 2007, we had no asset retirement obligation.

Comprehensive Income

We have adopted Statement of Financial Accounting Standards No.
130 (SFAS 130), Reporting Comprehensive Income, which establishes standards for
reporting and display of comprehensive income, its components and accumulated
balances. We is disclosing this information on its Statement of Stockholders
Equity. Comprehensive income comprises equity except those transactions
resulting from investments by owners and distributions to owners.

Concentration of credit risk

We place our cash and cash equivalents with high credit quality
financial institution. As of August 31, 2007, we had approximately $201,000 in a
bank beyond insured limit (August 31, 2006: $58,000).

Other Recent Accounting Pronouncements

We do not expect that the adoption of other recent accounting
pronouncements to have any material impact on its financial statements.

Item
7.           Financial
Statements.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

The following financial statements are filed as part of this
annual report:

| | Report of Independent
      Registered Public Accounting Firm, dated October 17, 2007
| | -------------------------------------------------------------------------------------
| |                                                                                      
| | Balance Sheets                                                                       
| |                                                                                      
| | Statements of Operations                                                             
| |                                                                                      
| | Statements of Cash Flows                                                             
| |                                                                                      
| | Statements of Changes in
      Stockholders' Equity                                  
| |                                                                                      
| | Notes to the Financial
      Statements                                              

---

- F17 -

|Vellmer & Chang                               
|----------------------------------------------
|Chartered
      Accountants *                 
|505  815 Hornby Street                       
|Vancouver, B.C, V6Z 2E6                       
|Tel: 604-687-3776                             
|Fax: 604-687-3778                             
|E-mail: info@vellmerchang.com                 
|* denotes a firm of incorporated professionals

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

GOLDEN ARIA CORP.(An exploration stage company)

We have audited the balance sheets of Golden Aria Corp.
  (“the Company”) (an exploration stage company) as at August 31,
  2007 and 2006 and the related statements of stockholders’ equity, operations
  and cash flows for the years then ended and for the period cumulative from inception
  November 24, 2004 (inception) to August 31, 2007. These financial statements
  are the responsibility of the Company's management. Our responsibility is to
  express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present
  fairly, in all material respects, the financial position of the Company as at
  August 31, 2007 and 2006 and the results of their operations and their cash
  flows for the years then ended and for the period cumulative from inception
  November 24, 2004 (inception) to August 31, 2007 in conformity with generally
  accepted accounting principles in the United States of America.

The accompanying financial statements refer to above have been
  prepared assuming that the Company will continue as a going concern. As discussed
  in Note 1 to the financial statements, the Company has incurred losses from
  inception and further losses are anticipated. These factors raise substantial
  doubt about its ability to continue as a going concern. Management’s plans
  in regard to these matters are also described in Note 1. The financial statements
  do not include any adjustments that might result from the outcome of this uncertainty.



|Vancouver, Canada | VELLMER & CHANG    
|----------------- | ---------------------
|October 17, 2007  | Chartered Accountants

---

- F18 -

GOLDEN ARIA CORP.(An Exploration Stage Company)
BALANCE SHEETS(Expressed in U.S. Dollars)

|                                                                    |   | AUGUST 31, |   |   | AUGUST 31, |  
|------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|                                                                    |   | 2007       |   |   | 2006       |  
|ASSETS                                                              |   |            |   |   |            |  
|Current                                                             |   |            |   |   |            |  
|Cash and cash
      equivalents                                     | $ | 301,579    |   | $ | 153,329    |  
|Accounts receivable                                                 |   | 14,860     |   |   | -          |  
|Prepaid expenses
      and deposit                                  |   | -          |   |   | 12,589     |  
|Total Current Assets                                                |   | 316,439    |   |   | 165,918    |  
|Mineral properties (Note 3)                                         |   | -          |   |   | 1          |  
|Oil and gas properties (Note 4)                                     |   | 203,658    |   |   | -          |  
|Total Assets                                                        | $ | 520,097    |   | $ | 165,919    |  
|                                                                    |   |            |   |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                |   |            |   |   |            |  
|LIABILITIES                                                         |   |            |   |   |            |  
|Current                                                             |   |            |   |   |            |  
|Accounts payable                                                    | $ | 12,688     |   | $ | 43,793     |  
|Accrued
      liabilities                                           |   | 3,375      |   |   | 6,225      |  
|Due to related parties (Note 5)                                     |   | 206,871    |   |   | 3,075      |  
|Total Current Liabilities                                           |   | 222,934    |   |   | 53,093     |  
|                                                                    |   |            |   |   |            |  
|STOCKHOLDERS' EQUITY                                                |   |            |   |   |            |  
|Share Capital                                                       |   |            |   |   |            |  
|Authorized:                                                         |   |            |   |   |            |  
|75,000,000
      common shares with a par value of $0.001 per share |   |            |   |   |            |  
|Issued and
      outstanding:                                       |   |            |   |   |            |  
|15,495,480
      common shares at August 31, 2007                   |   |            |   |   |            |  
|(and 13,410,000 common shares at August 31, 2006)                   |   | 15,495     |   |   | 13,410     |  
|Additional paid-in capital                                          |   | 1,256,839  |   |   | 467,190    |  
|Deficit accumulated during the
      exploration stage              |   | (975,171   | ) |   | (367,774   | )
|Total Stockholders' Equity                                          |   | 297,163    |   |   | 112,826    |  
|Total Liabilities and Stockholders'
      Equity                    | $ | 520,097    |   | $ | 165,919    |  

The accompanying notes are an integral part of these financial
statements

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- F19 -

GOLDEN ARIA CORP.(An Exploration Stage Company)
STATEMENTS OF OPERATIONS(Expressed in U.S. Dollars)

|                                                          |   |            |   |   |            |   |   | CUMULATIVE        |  
|--------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------------- | -
|                                                          |   |            |   |   |            |   |   | PERIOD FROM       |  
|                                                          |   |            |   |   |            |   |   | INCEPTION         |  
|                                                          |   |            |   |   |            |   |   | November 24, 2004 |  
|                                                          |   | YEAR ENDED |   |   | TO         |  
|                                                          |   | AUGUST 31, |   |   | AUGUST 31, |  
|                                                          |   | 2007       |   |   | 2006       |   |   | 2007              |  
|                                                          |   |            |   |   |            |   |   |                   |  
|Revenue                                                   |   |            |   |   |            |   |   |                   |  
|Natural gas and oil revenue                               | $ | 82,206     |   | $ | -          |   | $ | 82,206            |  
|                                                          |   |            |   |   |            |   |   |                   |  
|Cost of revenue                                           |   |            |   |   |            |   |   |                   |  
|Natural gas and oil operating costs and royalties         |   | 27,945     |   |   | -          |   |   | 27,945            |  
|Depletion                                                 |   | 76,092     |   |   | -          |   |   | 76,092            |  
|Writedown in carrying value of oil and
      gas property |   | 216,299    |   |   | -          |   |   | 216,299           |  
|                                                          |   |            |   |   |            |   |   |                   |  
|                                                          |   | 320,336    |   |   | -          |   |   | 320,336           |  
|                                                          |   |            |   |   |            |   |   |                   |  
|Gross Profit                                              |   | (238,130   | ) |   | -          |   |   | (238,130          | )
|                                                          |   |            |   |   |            |   |   |                   |  
|Expenses                                                  |   |            |   |   |            |   |   |                   |  
|Accounting and audit                                      |   | 50,456     |   |   | 36,442     |   |   | 109,898           |  
|Bank charges and interest expense                         |   | 4,063      |   |   | 236        |   |   | 4,362             |  
|Consulting (Note 6)                                       |   | 142,399    |   |   | 25,660     |   |   | 177,105           |  
|Exploration costs and option payment                      |   | 119,342    |   |   | 88,160     |   |   | 318,292           |  
|Fees and dues                                             |   | 4,055      |   |   | 86         |   |   | 7,746             |  
|Investor relations                                        |   | 2,953      |   |   | -          |   |   | 2,953             |  
|Legal                                                     |   | 17,023     |   |   | 36,751     |   |   | 73,982            |  
|Office and miscellaneous                                  |   | 11,393     |   |   | 5,442      |   |   | 16,919            |  
|Rent                                                      |   | 17,750     |   |   | 8,830      |   |   | 26,580            |  
|Travel                                                    |   | 2,381      |   |   | -          |   |   | 3,268             |  
|                                                          |   |            |   |   |            |   |   |                   |  
|Total expenses                                            |   | 371,815    |   |   | 201,607    |   |   | 741,105           |  
|                                                          |   |            |   |   |            |   |   |                   |  
|(Loss) for the period before other income                 |   | (609,945   | ) |   | (201,607   | ) |   | (979,235          | )
|                                                          |   |            |   |   |            |   |   |                   |  
|Other income (expense)                                    |   |            |   |   |            |   |   |                   |  
|Interest income                                           |   | 2,549      |   |   | 1,516      |   |   | 4,065             |  
|Write off of mineral property                             |   | (1         | ) |   | -          |   |   | (1                | )
|                                                          |   |            |   |   |            |   |   |                   |  
|Net (loss) for the period                                 | $ | (607,397   | ) | $ | (200,091   | ) | $ | (975,171          | )
|                                                          |   |            |   |   |            |   |   |                   |  
|Basic and diluted loss per share                          | $ | (0.04      | ) | $ | (0.01      | ) | $ | (0.14             | )
|                                                          |   |            |   |   |            |   |   |                   |  
|Weighted average number of common shares                  |   |            |   |   |            |   |   |                   |  
|outstanding - basic and diluted                           |   | 13,764,523 |   |   | 13,390,822 |   |   | 7,128,433         |  

The accompanying notes are an integral part of these financial
statements

---

- F20 -

GOLDEN ARIA CORP.(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS(Expressed in U.S. Dollars)

|                                                                             |   |            |   |   |            |   |   | CUMULATIVE   |  
|---------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ------------ | -
|                                                                             |   |            |   |   |            |   |   | PERIOD FROM  |  
|                                                                             |   |            |   |   |            |   |   | INCEPTION    |  
|                                                                             |   |            |   |   |            |   |   | November 24, |  
|                                                                             |   |            |   |   |            |   |   | 2004         |  
|                                                                             |   | YEAR ENDED |   |   | TO         |  
|                                                                             |   | AUGUST 31, |   |   | AUGUST 31, |  
|                                                                             |   | 2007       |   |   | 2006       |   |   | 2007         |  
|                                                                             |   |            |   |   |            |   |   |              |  
|Cash flows used in operating activities                                      |   |            |   |   |            |   |   |              |  
|                                                                             |   |            |   |   |            |   |   |              |  
|Net (loss) for the period                                                    | $ | (607,397   | ) | $ | (200,091   | ) | $ | (975,171     | )
|                                                                             |   |            |   |   |            |   |   |              |  
|Changes to reconcile
      net loss to net cash used in operating activities |   |            |   |   |            |   |   |              |  
|Consulting
      - Stock based compensation (Note 6)                         |   | 116,959    |   |   | -          |   |   | 116,959      |  
|Depletion                                                                    |   | 76,092     |   |   | -          |   |   | 76,092       |  
|Write down
      in carrying value of oil and gas properties                 |   | 216,299    |   |   | -          |   |   | 216,299      |  
|Stock
      issued for mineral resource and oil and gas property             |   | -          |   |   | -          |   |   | 37,500       |  
|Write off of
      mineral property                                          |   | 1          |   |   | -          |   |   | 1            |  
|Imputed
      interest expense                                               |   | 3,405      |   |   | -          |   |   | 3,405        |  
|Adjusted cash
      flows used in operating activities                       |   | (194,641   | ) |   | (200,091   | ) |   | (524,915     | )
|                                                                             |   |            |   |   |            |   |   |              |  
|Change in non-cash working capital items:                                    |   |            |   |   |            |   |   |              |  
|Accounts
      receivable                                                    |   | (14,860    | ) |   | -          |   |   | (14,860      | )
|Prepaid expenses
      and deposit                                           |   | 12,589     |   |   | (11,502    | ) |   | -            |  
|Accounts
      payable                                                       |   | (31,105    | ) |   | 39,372     |   |   | 12,688       |  
|Accrued liabilities                                                          |   | (2,850     | ) |   | (13,775    | ) |   | 3,375        |  
|Due
      to related parties                                                 |   | 740        |   |   | 395        |   |   | 3,815        |  
|                                                                             |   |            |   |   |            |   |   |              |  
|Net cash used in operating activities                                        |   | (230,127   | ) |   | (185,601   | ) |   | (519,897     | )
|                                                                             |   |            |   |   |            |   |   |              |  
|Cash flows used in investing activities                                      |   |            |   |   |            |   |   |              |  
|Oil and gas properties acquisition                                           |   | (17,993    | ) |   | -          |   |   | (17,993      | )
|Mineral resource properties
      acquisition                                |   | -          |   |   | -          |   |   | (1           | )
|                                                                             |   |            |   |   |            |   |   |              |  
|Net cash used in investing activities                                        |   | (17,993    | ) |   | -          |   |   | (17,994      | )
|                                                                             |   |            |   |   |            |   |   |              |  
|Cash flows from financing activities                                         |   |            |   |   |            |   |   |              |  
|                                                                             |   |            |   |   |            |   |   |              |  
|Proceeds from issuance
      of common stock                                 |   | 396,370    |   |   | -          |   |   | 839,470      |  
|                                                                             |   |            |   |   |            |   |   |              |  
|Net cash from financing activities                                           |   | 396,370    |   |   | -          |   |   | 839,470      |  
|                                                                             |   |            |   |   |            |   |   |              |  
|Increase (decrease) in cash and cash equivalents                             |   | 148,250    |   |   | (185,601   | ) |   | 301,579      |  
|                                                                             |   |            |   |   |            |   |   |              |  
|Cash and cash equivalents,
      beginning of period                         |   | 153,329    |   |   | 338,930    |   |   | -            |  
|                                                                             |   |            |   |   |            |   |   |              |  
|Cash and cash equivalents, end of period                                     | $ | 301,579    |   | $ | 153,329    |   | $ | 301,579      |  

The accompanying notes are an integral part of these financial
statements

---

- F21 -

GOLDEN ARIA CORP.(An Exploration Stage Company)STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) NOVEMBER 24, 2004
(inception) TO AUGUST 31, 2007 (Expressed in U.S. Dollars)

DEFICITACCUMULATEDCOMMON STOCK
      
      
      ADDITIONAL
      
      
      STOCK
      
      
      DURING
      
      
      TOTALPAID-IN
      
      
      TO BE
      
      
      EXPLORATION
      
      
      STOCKHOLDERSSHARES
      
      
      AMOUNT
      
      
      CAPITAL
      
      
      ISSUED
      
      
      STAGE
      
      
      EQUITYBalance November 24, 2004 (Inception)
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Issuance of common stock for cash
      10,935,000
      
      
      10,935
      
      
      98,415
      
      
      -
      
      
      -
      
      
      109,350at $0.01 per share on March 22, 2005Issuance of common stock for cash
      2,225,000
      
      
      2,225
      
      
      331,525
      
      
      -
      
      
      -
      
      
      333,750at $0.15 per share on April
        6, 2005Stock to be issued
      250,000
      
      
      -
      
      
      37,250
      
      
      250
      
      
      -
      
      
      37,500Comprehensive income (loss):(Loss) for the period
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (167,683
      )
      
      (167,683
      )Balance, August 31, 2005
      13,410,000
      
      
      13,160
      
      
      467,190
      
      
      250
      
      
      (167,683
      )
      
      312,917Stock issued on September 29, 2005
      -
      
      
      250
      
      
      -
      
      
      (250
      )
      
      -
      
      
      -Comprehensive income (loss):(Loss) for the year
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (200,091
      )
      
      (200,091
      )Balance, August 31, 2006
      13,410,000
      
      
      13,410
      
      
      467,190
      
      
      -
      
      
      (367,774
      )
      
      112,826Units issued for cash at $0.25 per unit
      185,480
      
      
      185
      
      
      163,144
      
      
      -
      
      
      -
      
      
      163,329to related parties on March
        6, 2007(included stock based compensationof $116,959) (note 6)Stock issued for property on April 18, 2007 (note 4)
      500,000
      
      
      500
      
      
      274,500
      
      
      -
      
      
      -
      
      
      275,000Units issued for cash at $0.25 per unit
      200,000
      
      
      200
      
      
      49,800
      
      
      -
      
      
      -
      
      
      50,000on April 19, 2007 (note 6)Units issued for cash at $0.25 per unit
      1,200,000
      
      
      1,200
      
      
      298,800
      
      
      -
      
      
      -
      
      
      300,000on August 31, 2007 (note 6)Imputed interest from non-interest bearing
        loan
      
      
      
      
      
      
      3,405
      
      
      
      
      
      
      
      
      3,405Comprehensive income (loss):(Loss) for the year
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (607,397
      )
      
      (607,397
      )Balance, August 31, 2007
      15,495,480
      
      $
      15,495
      
      $
      1,256,839
      
      $
      -
      
      $
      (975,171
      )
      $
      297,163


The accompanying notes are an integral part of these financial
statements

---

- F22 -

GOLDEN ARIA CORP. (An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS August 31, 2007

(Expressed in U.S. Dollars)

|1. | Incorporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company was formed of November 24, 2004 under the
      laws of the State of Nevada and commenced operations on November 24, 2004.
      During the fiscal year 2007, the Company shifted its strategic focus from
      identification, acquisition and exploration of mineral properties to oil
      and gas properties. On April 16, 2007, the Company acquired certain oil
      and gas working interest from a company controlled by a director of the
      Company and commenced the revenue generation. The Company is considered as
      an exploration stage company as the revenue generated from the oil and gas
      properties was not substantial in terms of the Companys intended overall
      operations.                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has an office in Vancouver, B.C.,
    Canada.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These financial statements have been prepared in
      conformity with generally accepted accounting principles in the United
      States of America with the on-going assumption that we will be able to
      realize our assets and discharge its liabilities in the normal course of
      business. As shown in the accompanying financial statements, we have
      incurred operating losses since inception and further losses are
      anticipated in the development of our business. These factors raise
      substantial doubt about our ability to continue as a going concern. These
      financial statements do not include any adjustments to the amounts and
      classifications of assets and liabilities that might be necessary should
      we be unable to continue as a going concern. Management plans to fund its
      future operation by obtaining additional financing. However, there is no
      assurance that we will be able to obtain additional financing from
      investors or private lenders.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

- F23 -

| |     | The Company utilizes the full cost method to account for
      its investment in oil and gas properties. Accordingly, all costs
      associated with acquisition, exploration and development of oil and gas
      reserves, including such costs as leasehold acquisition costs, capitalized
      interest costs relating to unproved properties, geological expenditures,
      tangible and intangible development costs including direct internal costs
      are capitalized to the full cost pool. When the Company obtains proven oil
      and gas reserves, capitalized costs, including estimated future costs to
      develop the reserves and estimated abandonment costs, net of salvage, will
      be depleted on the units-of-production method using estimates of proved
      reserves. Investments in unproved properties and major development
      projects including capitalized interest, if any, are not amortized until
      proved reserves associated with the projects can be determined. If the
      future exploration of unproved properties are determined uneconomical the
      amount of such properties are added to the capitalized cost to be
      amortized.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | The capitalized costs included in the full cost pool are
      subject to a ceiling test, which limits such costs to the aggregate of
      the estimated present value, using a ten percent discount rate of the
      future net revenues from proved reserves, based on current economic and
      operating conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | Sales of proved and unproved properties are accounted for
      as adjustments of capitalized costs with no gain or loss recognized,
      unless such adjustments would significantly alter the relationship between
      capitalized costs and proved reserves of oil and gas, in which case the
      gain or loss is recognized in the statement of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | Exploration activities conducted jointly with others are
      reflected at the Companys proportionate interest in such
    activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | Cost related to site restoration programs are accrued
      over the life of the project.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | Accounting Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | The preparation of financial statements in conformity
      with 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 and assumptions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (f) | Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | Loss per share is computed using the weighted average
      number of shares outstanding during the period. The Company has adopted
      SFAS No.128 Earnings Per Share. Diluted loss per share is
      equivalent to basic loss per share because the potential exercise of the
      equity-based financial instruments was anti-dilutive.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (g) | Foreign Currency Translations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | The Companys operations are located in the United States
      of America and Canada, and it has an office in Canada. The Company
      maintains its accounting records in U.S. Dollars, as follows: At the
      transaction date, each asset, liability, revenue and expense that was
      acquired or incurred in a foreign currency is translated into U.S. dollars
      by the using of the exchange rate in effect at that date. At the period
      end, monetary assets and liabilities are translated at the exchange rate
      in effect at that date. The resulting foreign exchange gains and losses
      are included in operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (h) | Fair Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | Fair value estimates of financial instruments are made at
      a specific point in time, based on relevant information about financial
      markets and specific financial instruments. As these estimates are
      subjective in nature, involving uncertainties and matters of significant
      judgment, they cannot be determined with precision. Changes in assumptions
      can significantly affect estimated fair
values.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

- F24 -

| |     | The respective carrying value of certain on-balance-sheet
      financial instruments approximated their fair value. These financial
      instruments include cash and cash equivalents, accounts receivable,
      accounts payable, accrued liabilities and due to related parties. Fair
      values were assumed to approximate carry values for these financial
      instruments, since they are short term in nature and their carrying
      amounts approximate fair values or they are receivable or payable on
      demand. Management is of the opinion that the Company is not exposed to
      significant interest or credit risks arising from these financial
      instruments. The Company may operate outside the United States of America
      and thus may have significant exposure to foreign currency risk in the
      future due to the fluctuation of the currency in which the Company
      operates and the U.S. dollars.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (i) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | The Company has adopted statement of Financial Accounting
      Standards No. 109 (SFAS 109), Accounting for Income Taxes, which
      requires the Company to recognize deferred tax liabilities and assets for
      the expected future tax consequences of events that have been recognized
      in the Companys financial statements or tax returns using the liability
      method. Under this method, deferred tax liabilities and assets are
      determined based on the temporary differences between the financial
      statement and tax bases of assets and liabilities using enacted tax rates
      in effect in the year in which the differences are expected to
    reverse.                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (j) | Long-Lived Assets Impairment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | Long-term assets of the Company are reviewed for
      impairment when circumstances indicate the carrying value may not be
      recoverable in accordance with the guidance established in Statement of
      Financial Accounting Standards No. 144 (SFAS 144), Accounting for the
      impairment or Disposal of Long-Lived Assets. For assets that are to be
      held and used, an impairment loss is recognized when the estimated
      undiscounted cash flows associated with the asset or group of assets is
      less than their carrying value. If impairment exists, an adjustment is
      made to write the asset down to its fair value, Fair values are determined
      based on discounted cash flows or internal and external appraisals, as
      applicable. Assets to be disposed of are carried at the lower of carrying
      value or estimated net realizable value.                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (k) | Asset Retirement Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | The Company accounts for asset retirement obligations in
      accordance with the provisions of SFAS 143 Accounting for Asset
      Retirement Obligations. SFAS 143 requires the Company to record the
      fair value of an asset retirement obligation as a liability in the period
      in which it incurs a legal obligation associated with the retirement of
      tangible long-lived assets that result from the acquisition, construction,
      development and/or normal use of the assets. The management of the Company
      had estimated the asset retirement obligation to be immaterial and
      therefore was not reflected on the financial statements as of August 31,
      2007.                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (l) | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | The Company has adopted Statement of Financial Accounting
      Standards No. 130 (SFAS 130), Reporting Comprehensive Income, which
      establishes standards for reporting and display of comprehensive income,
      its components and accumulated balances. The Company is disclosing this
      information on its Statement of Stockholders Equity. Comprehensive income
      comprises equity except those transactions resulting from investments by
      owners and distributions to owners.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (m) | Concentration of credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | The Company places its cash and cash equivalent with high
      credit quality financial institution. As of August 31, 2007, the Company
      had approximately $201,000 in a bank beyond insured limit (August 31,
      2006: $58,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

---

- F25 -

| | (n)   | Other recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (i)   | In June 2006, FASB issued FASB Interpretation No. 48,
        Accounting for Uncertainty in Income Taxes - an interpretation of
        FASB Statement No. 109, which prescribes a recognition threshold
        and measurement attribute for the financial statement recognition and
        measurement of a tax position taken or expected to be taken in a tax return.
        FIN 48 also provides guidance on de-recognition, classification, interest
        and penalties, accounting in interim periods, disclosure and transition.
        FIN 48 is effective for fiscal years beginning after December 15, 2006.                                                                                                                                                                                                                                                                                                                                                                   
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |       | The Company does not expect the adoption of FIN 48 to
        have a material effect on its financial condition or results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)  | In September 2006, FASB issued SFAS No. 157, Fair
        Value Measurements which defines fair value, establishes a framework
        for measuring fair value in generally accepted accounting principles (GAAP),
        and expands disclosures about fair value measurements. Where applicable,
        SFAS No. 157 simplifies and codifies related guidance within GAAP and
        does not require any new fair value measurements. SFAS No. 157 is effective
        for financial statements issued for fiscal years beginning after November
        15, 2007, and interim periods within those fiscal years. Earlier adoption
        is encouraged. The Company does not expect the adoption of SFAS No. 157
        to have a material effect on its financial condition or results of operations.                                                                                                                                                                                
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iii) | In September 2006, FASB issued SFAS No. 158, Employers'
        Accounting for Defined Benefit Pension and Other Postretirement Plans,
        an amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS
        No. 158 requires, among other things, that a company (1) recognize a net
        liability or asset to report the funded status of their defined benefit
        pensions and other postretirement plans on its balance sheet and (2) measure
        benefit plan assets and benefit obligations as of the company's balance
        sheet date. Calendar year-end companies with publicly traded equity securities
        are required to adopt the recognition and disclosure provisions of SFAS
        158 as of December 31, 2006. The Company does not expect the adoption
        of SFAS No. 158 to have a material effect on its financial condition or
        results of operations.                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (iv)  | In September 2006, the SEC announced Staff Accounting
        Bulletin No. 108 (SAB 108). SAB 108 addresses how to quantify
        financial statement errors that arose in prior periods for purposes of
        assessing their materiality in the current period. It requires analysis
        of misstatements using both an income statement (rollover) approach and
        a balance sheet (iron curtain) approach in assessing materiality. It clarifies
        that immaterial financial statement errors in a prior SEC filing can be
        corrected in subsequent filings without the need to amend the prior filing.
        In addition, SAB 108 provides transitional relief for correcting errors
        that would have been considered immaterial before its issuance. The Company
        does not expect the adoption of SAB 108 to have a material effect on its
        financial condition or results of operations.                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (v)   | In February 2007, the FASB issued SFAS No. 159, The
        fair value Option for Financial Assets and Financial Liabilities 
        Including an Amendment of FASB Statement No. 115. This statements
        objective is to improve financial reporting by providing the Company with
        the opportunity to mitigate volatility in reported earnings caused by
        measuring related assets and liabilities differently without having to
        apply complex hedge accounting provisions. This statement is expected
        to expand the use of fair value measurement, which is consistent with
        the FASBs long- term measurement objective for accounting for financial
        instruments. The adoption of SFAS 159 did not have an impact on the Companys
        financial statements. The Company presently comments on significant accounting
        policies (including fair value of financial instruments) in Note 2 to
        the financial statements.

| | (o) | Stock-Based Compensation
| | --- | ------------------------

---

- F26 -

The Company adopted SFAS No.
123(revised), "Share-Based Payment", to account for its stock options and
similar equity instruments issued. Accordingly, compensation costs attributable
to stock options or similar equity instruments granted are measured at the fair
value at the grant date, and expensed over the expected vesting period. SFAS No.
123(revised) requires excess tax benefits be reported as a financing cash inflow
rather than as a reduction of taxes paid.

The Company did not grant any stock
options during the period ended August 31, 2007.

|3. | MINERAL PROPERTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On April 6, 2005, the Company entered into an Exploration
      Agreement with an Option to Joint Venture (the "Agreement") with Miranda
      U.S.A. Inc. ("Miranda") for the company to acquire an undivided 60%
      interest in a mineral lease containing the mineral claims Coal #1 to Coal
      #64 (BLM-NMC number 847957 to 848020) located in the Coal Canyon, Cortez
      Area, Eureka County, Nevada, United States of America. Miranda's interest
      in the property is held by way of a 20 year mining lease dated May 27,
      2004 from Nevada North Resources (U.S.A.) Inc.                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On March 23, 2007, the Company terminated the Exploration
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company is liable for reclamation costs on the Coal
      Canyon property related to access roads and drill sites from the Companys
      recent drill program. It has paid a reclamation bond of $9,242.00. The
      Company believes that the amount of this bond will satisfactorily cover
      all of its reclamation costs.                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the year ended August 31, 2007, the Company wrote
      off its mineral property upon the termination of the Exploration
      Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | OIL AND GAS PROPERTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On April 16, 2007, the Company acquired a 25% (net 15%)
      before payout (BPO) (12.5% (net 7.5%) after payout (APO)) interest in
      Queensdale, Saskatchewan Project from 0743608 B.C. Ltd. (Assignor), a
      company controlled by a Director/CEO of the Company, for a total cost of
      CAD$250,000 and 500,000 shares in the common stock. The Participation
      Agreement consists specifically of all (100%) of the Assignors interest
      in the Queensdale 1A9-25/4A2-25-6-2 W2M well; none (0%) of the Assignors
      interest in the Queensdale 4A9-25 / 2D15-25-6-2 W2M well; and one-half
      (50%) interest in the Farmout Land and the Option Land.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On April 18, 2007, 500,000 shares were issued at market
      value $0.55 per share giving a total of $275,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company agrees to pay to the Assignor on monthly
      basis and within 5 business days of receiving the payment from net
      generated oil and gas revenue, a minimum of 80% of the payments received
      from net generated oil and gas revenue attributable to the Queensdale
      1A9-25 / 4A2-25-6-2 W2M well, until such time as the full CAD$250,000 has
      been paid to the Assignor.                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The total cost capitalized cost incurred for the oil and
      gas property was $496,049 which was attributed to the acquisition cost of
      the oil and gas property. The Company applied the full cost method to
      account for this property.                                                                                                                                                                                                                                                                                                                                                                                                                                   

Properties
    
    Cost
    
    
    Accumulated
    
    
    Write
    
    
    August 31,
    
    
    August 31,Depletion
    
    
    down in
    
    
    2007
    
    
    2006CarryingValueCanada  Proved property
    $
    496,049
    
    $
    (76,092
    )
    $
    (216,299
    )
    $
    203,658
    
    $
    -


---

- F27 -

|5. | RELATED PARTIES TRANSACTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In the year ended August 31, 2007, the Company incurred
      $25,440 (August 31, 2006: $25,660) and $7,955 (August 31, 2006: $6,360);
      of consulting fees and office rent, respectively, to companies controlled
      by / related to a director of the Company. At August 31, 2007, the Company
      owed $3,710 (August 31, 2006: $3,750) to those companies and an additional
      $203,161 (August 31, 2006: $Nil) was owed to a company controlled by a
      Director/CEO of the Company for acquiring working interest in Queensdale,
      Saskatchewan Project. The related party transactions are recorded at the
      exchange amount established and agreed to between the related
    parties.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In February 2007 $21,370 was advanced to the Company by a
      company controlled by a Director of the Company and the fund was applied
      to 85,480 unit subscriptions, each unit consists of one common share and
      one share purchase warrant entitling to purchase one common share for a
      price of $0.40 up to expires on December 1, 2008. In connection with the
      unit subscriptions, $53,902 stock-based compensation was charged to the
      current operation.                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In March 2007, $25,000 was paid to the Company by a
      company controlled by a Director/CEO of the Company for 100,000 unit
      subscriptions, each unit consists of one common share and one share
      purchase warrant entitling to purchase one common share for a price of
      $0.40 up to expires on December 1, 2008. In connection with the unit
      subscriptions, $63,057 stock-based compensation was charged to the current
      operation.                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In August 2007, $50,000 was paid to the Company by a
      company controlled by a Director/CEO of the Company for 200,000 unit
      subscriptions, each unit consists of one common share and one share
      purchase warrant entitling to purchase one common share for a price of
      $0.40 up to expires on August 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | See Note 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | COMMON STOCK AND WARRANTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the year ended August 31, 2007, the Company
      entered into following equity transactions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On March 6, 2007, the Company issued total of 185,480
      units at $0.25 per unit to directors of the Company. Each unit consists of
      one common share and one share purchase warrant with exercise price of
      $0.40 per share, expires on December 1, 2008. Units issued were revalued
      to their fair market value of common shares and share purchase
      warrants.                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The fair value of warrants has been estimated as of the
      date of issue using the Black-Scholes option pricing model with the
      following assumptions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                         | Year
      ended August 31, 2007
| | ----------------------- | --------------------------------
| | Expected volatility     | 104.11%                         
| | Risk-free interest rate | 3.77%                           
| | Expected life           | 1.75 years                      
| | Dividend yield          | 0.0%                            

The fair value of each warrant has been
estimated as $0.33 per warrant. For the year ended August 31, 2007, the Company
recorded a total of $116,959 for stock based compensation expenses in connection
with the revaluation of the units issued.

---

- F28 -

On April 19, 2007, the Company issued
total of 200,000 units at $0.25 per unit to an arms length party. Each unit
consists of one common share and one share purchase warrant with exercise price
of $0.25 per share, expires on December 1, 2008.

On August 31, 2007, the Company issued
total of 1,200,000 units at $0.25 per unit for total proceeds of $300,000. Each
unit is comprised of one restricted common share and one warrant to purchase one
additional share of common stock at a price of $0.40, exercisable for a period
of two years from the closing of this offering.

A summary of the changes in share
purchase warrants for the year ended August 31, 2007 is presented below:

Warrants
        OutstandingWeighted AverageNumber of Shares
      
      
      Exercise PriceBalance, August 31, 2006
      
      -
      
      $
      -Issued
      
      1,585,480
      
      
      0.40Balance, August 31, 2007
      
      1,585,480
      
      $
      0.40


The Company has the following warrants
outstanding and exercisable.

August 31, 2007
      Warrants outstanding and exercisableWeighted
    Weightedaverage
    averageNumber
    remaining
    exerciseExercise price
      of shares
    contractual life
    price$0.40
      385,480
    1.25 years
    0.40$0.40
      1,200,000
    2
      years
    0.40


---

- F29 -

|7. | DEFERRED INCOME TAXES                                                        
|-- | -----------------------------------------------------------------------------
|   |                                                                              
|   | The Companys provision for income taxes is comprised of
      the following:

| |                        |   | 2007 |  |   | 2006 | 
| | ---------------------- | - | ---- |  | - | ---- | 
| |                        |   |      |  |   |      | 
| | Current Tax Provision  | $ | Nil  |  | $ | Nil  | 
| |                        |   |      |  |   |      | 
| | Deferred Tax Provision | $ | Nil  |  | $ | Nil  | 
| |                        |   |      |  |   |      | 
| | Tax Expense            | $ | Nil  |  | $ | Nil  | 

Rate Reconciliation

Income taxes vary from the amount that
would be computed by applying the statutory federal income tax rate of 35% for
the following reasons:

| |                                |   | 2007     |   |   | 2006    |  
| | ------------------------------ | - | -------- | - | - | ------- | -
| |                                |   |          |   |   |         |  
| | U.S. Federal Statutory Rate    | $ | 213,000  |   | $ | 71,000  |  
| |                                |   |          |   |   |         |  
| | Non-deductible items           |   | (137,000 | ) |   | -       |  
| |                                |   |          |   |   |         |  
| | Changes in Valuation Allowance |   | (76,000  | ) |   | (71,000 | )
| |                                |   |          |   |   |         |  
| | Tax Expenses                   | $ | -        |   | $ | -       |  

The tax effects of temporary
differences that give rise to the Companys deferred tax asset (liability) are
as follows:

| |                                 |   | 2007     |   |   | 2006     |  
| | ------------------------------- | - | -------- | - | - | -------- | -
| |                                 |   |          |   |   |          |  
| | NET OPERATING LOSS CARRYFORWARD | $ | 85,000   |   | $ | 61,000   |  
| |                                 |   |          |   |   |          |  
| | PROPERTY AND EXPLORATION COST   |   | 113,000  |   |   | 64,000   |  
| |                                 |   |          |   |   |          |  
| | OTHERS                          |   | 5,000    |   |   | 5,000    |  
| |                                 |   |          |   |   |          |  
| | VALUATION ALLOWANCE             |   | (203,000 | ) |   | (130,000 | )
| |                                 |   |          |   |   |          |  
| | DEFERRED TAX ASSETS             | $ | -        |   | $ | -        |  

Changes in the valuation allowance
relate primarily to the net operating losses, resources expenditures and others
which are not currently recognized. The Company has reviewed its net deferred
tax assets and has not recognized potential tax benefits arising there from
because at this time management believes it is more likely than not that the
benefits will not be realized in a future year.

For tax purpose, as of August 31, 2007
the Company is operating loss carry forwards of approximately $504,000 which
expire in 2025 through 2027.

---

- F30 -

|8. | COMMITMENTS - OTHER                                                                                                                                                                                                                                                                                                                                              
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | (a)                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | Columbia, Canada for $530 per month.                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | (b)                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | an arms-length party, to provide administrative services
      to the Company for $2,860 per month commencing June 1, 2006.                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                  
|9. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | The Companys business is considered as operating in one
      segment (North America) based upon the Companys organizational structure,
      the way in which the operation is managed and evaluated, the availability
      of separate financial results and materiality considerations. The
      Companys assets by geographical location are as
follows:

Assets by geographical location
    
    2007
    
    
    2006Canada
    $
    520,079
    
    $
    153,329United States
    
    
    
    
    12,590Total
    $
    520,079
    
    $
    165,919


|10. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Subsequent to the year end, the Company entered into a
      non-binding Letter Of Intent (LOI) to acquire Target Energy Inc.
      (Target), a private company incorporated under the laws of the State of
      Nevada. Target Energy Inc. is an exploration stage company that holds
      several oil and gas properties in Canada. Pursuant to the LOI, the company
      is entitled to perform due diligence on Target and its oil and gas
      properties prior to enter the definite acquisition agreement. Upon the
      completion of due diligence and entering the definite acquisition
      agreement, the Company will be issuing 13,810,000 common stocks to effect
      the acquisition.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11. | NON-CASH TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | During the fiscal year 2007, the Company issued 500,000
      common stocks to a director of the Company in connection with the
      acquisition of certain oil and gas properties. See Note 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | See Note 6.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|12. | COMPARATIVE FIGURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Certain 2006 comparative figures have been reclassified
      to conform with the financial statements presentation adopted for
    2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|13. | SUPPLEMENTAL INFORMATION ON NATURAL GAS AND OIL
      EXPLORATION, DEVELOPMENT AND PRODUCTION ACTIVITIES
  (UNAUDITED):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Standardized measure of discounted future net cash
      flows relating to proved oil and gas reserve
  quantities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

- F31 -

The following summarizes the policies
the Company used in the preparation of the accompanying natural gas and oil
reserve disclosures, standardized measures of discounted future net cash flows
from proved natural gas and oil reserves and the reconciliations of standardized
measures from year to year. The information disclosed, as prescribed by the
Statement of Financial Accounting Standards No. 69, is an attempt to present the
information in a manner comparable with industry peers.

The information is based on estimates
of proved reserves attributable to our interest in natural gas and oil
properties as of August 31, 2007. These estimates were prepared by independent
petroleum consultants. Proved reserves are estimated quantities of natural gas
and crude oil which geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under existing
economic and operating conditions.

The standardized measure of discounted
future net cash flows from production of proved reserves was developed as
follows:

| | 1. | Estimates are made of quantities of proved reserves and
      future periods during which they are expected to be produced based on
      year-end economic conditions.                        
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                
| | 2. | The estimated future cash flows are compiled by applying
      year-end prices of natural gas and oil relating to our proved reserves to
      the year-end quantities of those reserves.      
| |    |                                                                                                                                                                                                
| | 3. | The future cash flows are reduced by estimated production
      costs, costs to develop and produce the proved reserves and abandonment
      costs, all based on year-end economic conditions.
| |    |                                                                                                                                                                                                
| | 4. | Future net cash flows are discounted to present value by
      applying a discount rate of 10%.                                                                                                

The standardized measure of discounted
future net cash flows does not purport, nor should it be interpreted, to present
the fair value of our natural gas and oil reserves. An estimate of fair value
would also take into account, among other things, the recovery of reserves not
presently classified as proved, anticipated future changes in prices and costs,
and a discount factor more representative of the time value of money and the
risks inherent in reserve estimates.

The standardized measure of discounted
future net cash flows relating to proved natural gas and oil reserves is as
follows:

| |                                                              | USD$    
| | ------------------------------------------------------------ | --------
| | Future cash inflows                                          | 370,544 
| | Future production costs                                      | (91,457)
| | Future development costs                                     | -       
| | Future net cash flows                                        | 279,087 
| | 10% annual discount for estimated timing of
      cash flows | (75,429)
| | Standardized measure of discounted future net cash flows     | 203,658 

---

- F32 -

Year-end price per Mcf of natural gas
used in making standardized measure determinations as of August 31, 2007 was
$3.72. Year-end price per Bbl of oil used in making these same calculations was
$65.34.

Estimated Net quantities of Natural
Gas and Oil Reserves:

The following table sets forth our
proved reserves, including changes, and proved developed reserves at the end of
August 31, 2007.

| |                                |  |           |   |  | Natural |   |  | Crude Oil   |  
| | ------------------------------ |  | --------- | - |  | ------- | - |  | ----------- | -
| |                                |  | Crude Oil |   |  | Gas     |   |  | Equivalents |  
| |                                |  | (MBbls)   |   |  | (MMcf)  |   |  | (MBbls)     |  
| | Proved reserves:               |  |           |   |  |         |   |  |             |  
| | Beginning of the year reserve  |  | -         |   |  | -       |   |  | -           |  
| | Purchases of reserves in place |  | 7.94      |   |  | 10.41   |   |  | 9.68        |  
| | Productions                    |  | (1.34     | ) |  | (1.31   | ) |  | (1.56       | )
| | End of year reserves           |  | 6.60      |   |  | 9.10    |   |  | 8.12        |  
| |                                |  |           |   |  |         |   |  |             |  
| | Proved developed reserves:     |  |           |   |  |         |   |  |             |  
| | Beginning of the year reserve  |  | -         |   |  | -       |   |  | -           |  
| | End of year reserves           |  | 6.60      |   |  | 9.10    |   |  | 8.12        |  

---

- 17 -

Item
8.           Changes In and
Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item
8A.         Disclosure Controls and
Procedures

As required by Rule 13a-15 under the Exchange Act, we have
carried out an evaluation of the effectiveness of the design and operation of
our company's disclosure controls and procedures as of the end of the period
covered by this annual report, being August 31, 2007. This evaluation was
carried out under the supervision and with the participation of our president
and our chief financial officer.

Based upon that evaluation, our president and our chief
financial officer concluded that our company's disclosure controls and
procedures are effective as at the end of the period covered by this report.
There have been no changes in our internal controls over financial reporting
that occurred during the period covered by this report that have materially
affected, or are reasonably likely to materially affect our internal controls
over financial reporting.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our company's reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include controls and procedures designed to ensure that information
required to be disclosed in our company's reports filed under the Exchange Act
is accumulated and communicated to our president and treasurer as appropriate,
to allow timely decisions regarding required disclosure.

PART III

Item
9.           Directors,
Executive Officers, Promoters, Control Persons and Corporate Governance;
Compliance with Section 16(a) of the Exchange Act.

Directors and Executive Officers, Promoters and Control
Persons

As at November 21, 2007, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
      Position Held with our Company
      Age
      Date First Elected or
      AppointedGerald Carlson
    President and Director
    60
    March 2005Chris Bunka
    Director and Chief Financial
      Officer
    47
    November 2004


Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he was employed.

Dr. Gerald Carlson, President and Director

Dr. Gerald Carlson has served as our president and as one of
our directors since March 2005. Dr. Carlson has devoted approximately 15% of his
professional time to the business of our company and intends to continue to
devote this amount of time in the future, or more if required by corporate
events.

From March 1999 to present, Dr. Carlson has been the president
and co founder of Copper Ridge Explorations Inc., a publicly listed company
located in Vancouver, British Columbia and a junior explorer with exploration
projects in

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- 18 -

Alaska, Yukon, British Columbia and Mexico. Copper Ridge is
currently focusing on iron oxide copper-gold targets in Yukon.

From February 1999 to present, Dr. Carlson has been the
chairman of IMA Exploration Inc., a publicly listed junior exploration company
headquartered in Vancouver, British Columbia. IMA has active exploration
projects in Argentina and Peru and is currently developing the new Navidad
silver discovery in Argentina.

From February 2000 to October 2004, Dr. Carlson was the
president of Nevada Star Resource Corp., a publicly listed company located in
Vancouver, British Columbia, exploring for nickel-copper-PGEs (platinum group
metals) in Alaska.

Dr. Carlson received his Ph.D. through Dartmouth College in
1978, a M.Sc. from Michigan Technological University in 1974 and a B.Sc. from
the University of Toronto in 1969, majoring in Geological Engineering.

Chris Bunka, Director

Mr. Chris Bunka has served as one of our directors since
November 2004. Mr. Bunka has devoted approximately 15% of his professional time
to the business and intends to continue to devote this amount of time in the
future, or more as required.

Since 1988, Mr. Bunka has been the CEO of CAB Financial
Services Ltd., a private holding company located in Kelowna, Canada. He is a
venture capitalist and corporate consultant. He is also a business commentator
and has provided business updates to Vancouver radio station, CKWX, from 1998 to
present. He has also written business and investment articles published in
various North American publications.

From 1999 to 2002, Mr. Bunka was the President and CEO of
Secure Enterprise Solutions (symbol SETP-OTC) (formerly Newsgurus.com, symbol
NGUR-OTC). The company subsequently changed its name to Edgetech Services and
trades on the OTC with the symbol EDGH. Newsgurus.com was a web-based media
company. Secure Enterprise Solutions moved into Internet-based computer security
products and services and was subsequently purchased by Edgetech Services. Mr
Bunka is also Chairman and CEO of Lexaria Corp, (symbol LXRA-OTC) an oil &
gas exploration and production company.

Audit Committee and Audit Committee Financial Expert

We do not have an Audit Committee, our board of directors
performs the functions of an Audit Committee. The current size of our board of
directors does not facilitate the establishment of a separate committee.

Our board of directors has determined that it does not have a
member of the audit committee that qualifies as an audit committee financial
expert as defined in Item 401(e) of Regulation S-B.

We believe that our board of directors is capable of analyzing
and evaluating financial statements that present a breadth and level of
complexity of accounting issues that are generally comparable to the breadth and
complexity of the issues reasonably expected to be raised by our company. In
addition, we believe that retaining an independent director who would qualify as
an audit committee financial expert would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that we have not generated revenues to date.

Other Committees of the Board

Compensation Committee

We do not have a compensation committee.

Nominating Committee

We do not have a Nominating Committee, our entire board of
directors perform the functions of a Nominating Committee and oversee the
process by which individuals may be nominated to our board of directors.

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- 19 -

The current size of our board of directors does not facilitate
the establishment of a separate committee. We hope to establish a separate
Nominating Committee consisting of independent directors, if the number of our
directors is expanded.

Family Relationships

There are no family relationships between any director or
executive officer.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control
persons have been involved in any of the following events during the past five
years:

1.      any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;

2.      any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offences);

3.      being
subject to any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or

4.      being
found by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.

Code of Ethics

We adopted a Code of Ethics applicable to our senior financial
officers and certain other finance executives, which is a "code of ethics" as
defined by applicable rules of the SEC. Our Code of Ethics is attached as an
exhibit to our Annual Report on Form 10-KSB. If we make any amendments to our
Code of Ethics other than technical, administrative, or other non-substantive
amendments, or grant any waivers, including implicit waivers, from a provision
of our Code of Ethics to our chief executive officer, chief financial officer,
or certain other finance executives, we will disclose the nature of the
amendment or waiver, its effective date and to whom it applies in a Current
Report on Form 8-K filed with the SEC.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended August 31, 2007, all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with, with the exception of the following:

Name
    Number of Late
      Reports
    Number of
      Transactions Not Reported on a Timely
      Basis
    Failure to
      File Requested FormsGerald Carlson
    1(1)
    1
    N/A


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 4 - Statement of Changes in
      Beneficial Ownership of Securities.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 20 -

Item
10.           Executive
Compensation.

The particulars of compensation paid to the following persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the year ended August 31, 2007 who had
  total compensation exceeding $100,000; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive
officers, of our years ended August, 31, 2007, 2006 and 2005, are set out in the
following summary compensation table:

SUMMARY COMPENSATION
        TABLEName and Principal
        Position
      Year
      Salary
        ($)
      Bonus
        ($)
      Stock
        Awards ($)
      Option
        Awards ($)
      Non-Equity Incentive
        Plan Compensa- tion ($)
      Change in Pension Value and Nonqualified Deferred Compensation
        Earnings ($)
      All Other
        Compensa- tion ($)
      Total
        ($)Gerald Carlson President
      2007 
        2006 
        2005
      $25,440 
        $25,660 
        $9,046
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      $25,440 
        $25,660 
        $9,046Chris Bunka Chief Financial Officer
      2007 
        2006 
        2005
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil
      Nil 
        Nil 
        Nil


Employment/Consulting Agreements

We entered into a consulting agreement with Dr. Gerald G.
Carlsons company, KGE Management Ltd. on March 1, 2005. Under this agreement,
Dr. Carlson will provide geological and corporate administration consulting
services to our company, such duties and responsibilities to include the
provision of geological consulting services, strategic corporate and financial
planning, management of the overall business operations of our company, and the
supervision of office staff and exploration and mining consultants. Dr. Carlson,
through KGE Management Ltd., was reimbursed at the rate of $2,000 per month. We
may terminate this agreement without prior notice based on a number of
conditions. Dr. Carlson or KGE Management Ltd. may terminate the agreement at
any time by giving 30 days written notice of their intention to do so.

Other than as set out in this annual report on Form 10-KSB, we
have not entered into any employment or consulting agreements with any of our
current officers, directors or employees.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers, except that
our directors and executive officers may receive stock options at the discretion
of our board of directors. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.

We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officers to compensate such
officers in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.

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- 21 -

Stock Option Plan

We currently do not have a stock option plan.

Directors Compensation

We reimburse our directors for expenses incurred in connection
with attending board meetings We did not pay director's fees or other cash
compensation for services rendered as a director in the year ended August 31,
2007.

We have no formal plan for compensating our directors for their
service in their capacity as directors, although such directors are expected in
the future to receive stock options to purchase common shares as awarded by our
board of directors or (as to future stock options) a compensation committee
which may be established. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance
at meetings of our board of directors. Our board of directors may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director. No director received
and/or accrued any compensation for their services as a director, including
committee participation and/or special assignments.

Item
11.           Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

As of November 21, 2007, there were 15,495,480 shares of our
common stock outstanding. The following table sets forth certain information
known to us with respect to the beneficial ownership of our common stock as of
that date by (i) each of our directors, (ii) each of our executive officers, and
(iii) all of our directors and executive officers as a group. Except as set
forth in the table below, there is no person known to us who beneficially owns
more than 5% of our common stock. The number of shares beneficially owned is
determined under rules of the SEC and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which the individual has the sole
or shared voting power or investment power and any shares which the individual
has the right to acquire within 60 days of November 21, 2007 through the
exercise of any stock option or other right. Unless otherwise noted, we believe
that each person has sole investment and voting power (or shares such powers
with his or her spouse) with respect to the shares set forth in the following
table:

Name and Address of Beneficial
      Owner
      Amount and Nature of Beneficial
      Ownership
      Percentage of ClassGerald Carlson Vancouver, British
      Columbia, Canada
    770,960(1)
    4.95%Chris Bunka Kelowna, British Columbia,
      Canada
    1,600,000(2)
    10.12%Piranah Investment Corporation Panama
      City, Panama
    1,300,000
    9.09%Directors and Executive Officers as a
      Group (2 people)
    2,370,960
    15.07%


(1) ****Includes 85,480 warrants exercisable at $0.40 which were exercisable on
May 3, 2007.

(2) ****Includes 800,000 shares held in the name of C.A.B. Financial Services
for which Chris Bunka is the sole beneficiary. Includes 100,000 warrants
exercisable at $0.40 which were exercisable on May 3, 2007 and 200,000 warrants
exercisable at $0.40 which were exercisable on August 31, 2007.

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
company.

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- 22 -

Item
12.           Certain
Relationships and Related Transactions, and Director Independence.

Except as disclosed herein, there have been no transactions or
proposed transactions in which the amount involved exceeds the lesser of
$120,000 or one percent of the average of our total assets at year-end for the
last three completed fiscal years in which any of our directors, executive
officers or beneficial holders of more than 5% of the outstanding shares of our
common stock, or any of their respective relatives, spouses, associates or
affiliates, has had or will have any direct or material indirect interest.

Corporate Governance

We currently act with two (2) directors, consisting of Gerald
Carlson and Chris Bunka.

We have determined that we do not have any independent
directors, as that term is used in Rule 4200(a)(15) of the Rules of National
Association of Securities Dealers.

We currently do not have any committees of the board.

Item
13.           Exhibits

Exhibits required by Item 601 of Regulation S-B

Exhibit No.
    Description3.1
    Articles of Incorporation dated November 24, 2004
      (incorporated by reference on our Registration Statement on Form SB-2
      filed January 9, 2006)3.2
    Bylaws (incorporated by reference on our Registration
      Statement on Form SB-2/A filed March 6, 2006)10.1
    Mining Lease between Nevada North Resources (U.S.A.),
      Inc. and Miranda U.S.A. Inc. (incorporated by reference on our
      Registration Statement on Form SB-2 filed January 9, 2006)10.2
    Exploration Agreement with Options for Joint Venture
      between our company and Miranda U.S.A. Inc. (incorporated by reference on
      our Registration Statement on Form SB-2 filed January 9, 2006)10.3
    Amended Exploration Agreement between our company and
      Miranda U.S.A. Inc. (incorporated by reference on our Registration
      Statement on Form SB-2 filed January 9, 2006)10.4
    Consulting Agreement between our company and KGE
      Management Ltd. (incorporated by reference on our Registration Statement
      on Form SB-2 filed January 9, 2006)10.5
    Form of Subscription Agreement between our company and
      each of the following:


Name
      Shares
      Name
      SharesCody Bateman
      650,000
      Darcy Higgs
      200,000Ryan Bateman
      650,000
      Doug Jennings
      500,000Kevin Bell
      650,000
      Gladys Jenks
      550,000Robert Bishop
      100,000
      Sophia Khan
      20,000Ted Blackmore
      650,000
      Shannon Loeber
      150,000Bridge Mining Ltd.- Ben
      100,000
      Vance Loeber
      500,000Garth Braun
      500,000
      Georgina Martin
      50,000Katrin Braun
      500,000
      Joe Martin
      40,000Chris Bunka
      500,000
      Palazar Capital Corporation
      650,000Morgan Bunka
      175,000
      Piranha Investment Corp
      1,300,000Ian Cathery
      100,000
      Diane Rees
      50,000Gerry Carlson
      600,000
      Audra Shull
      100,000Gloria Czegledi
      2,500
      Sky Point Holdings Limited
      650,000Chris Dougans
      120,000
      Special Target Group Limited
      650,000Gillian Dougans
      500,000
      Larry Stowell
      2,500Irene Dougans
      2,500
      Gloria Taylor
      2,500Valerie Dougans
      2,500
      Doug Wilson
      120,000


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- 23 -

Fairwood Ventures Inc.
      100,000
      Joanne Yan
      50,000Yair Farzan
      20,000
      Li Ying Yan
      100,000Global Publishing Corp
      650,000
      519471 BC Ltd.
      100,000Herb Herunter
      2,500
      658111 BC Ltd
      500,000Dennis Higgs
      300,000


10.6
      Assignment Agreement with
          0743608 B.C. Ltd. (incorporated by reference on our Current Report on
          Form 8-K filed March 19, 2007)14.1*
      Code
          of Ethics31.1*
      Certification
          pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities
          and Exchange Act of 1934, as amended (Chief Executive Officer).31.2*
      Certification
          pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities
          and Exchange Act of 1934, as amended (Chief Financial Officer).32.1*
      Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).32.2*
      Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer).


*Filed herewith

Item
14.           Principal
Accountant Fees and Services

The following table sets forth the fees billed to the Company
for professional services rendered by the Company's independent registered
public accounting firm, for the years ended August 31, 2007 and August 31, 2006:

|Services           | 2007    | 2006   
|------------------ | ------- | -------
|Audit fees         | $24,000 | $13,700
|Audit related fees | $Nil    | $Nil   
|Tax fees           | $Nil    | $Nil   
|All other fees     | $Nil    | $Nil   
|Total fees         | $24,000 | $13,700

Audit Fees. Audit fees consist of fees billed for
professional services rendered for the audits of our financial statements,
reviews of our interim financial statements included in quarterly reports,
services performed in connection with filings with the Securities and Exchange
Commission and related comfort letters and other services that are normally
provided by Vellmer & Chang for the fiscal year ended August 31, 2007 and
August 31, 2006 in connection with statutory and regulatory filings or
engagements.

Audit related Fees. There were $Nil audit related fees
paid to Vellmer & Chang for the fiscal year ended August 31, 2007 and $Nil
for the fiscal year ended August 31, 2006.

Tax Fees. Tax fees consist of fees billed for
professional services for tax compliance, tax advice and tax planning. These
services include assistance regarding federal, state and local tax compliance
and consultation in connection with various transactions and acquisitions. For
the fiscal years ended August 31, 2007 and August 31, 2006, we did not use
Vellmer & Chang for non-audit professional services or preparation of
corporate tax returns.

We do not use Vellmer & Chang, for financial information
system design and implementation. These services, which include designing or
implementing a system that aggregates source data underlying the financial
statements or generates information that is significant to our financial
statements, are provided internally or by other service providers. We do not
engage Vellmer & Chang to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before Vellmer & Chang is engaged by us to
render any auditing or permitted non-audit related service, the engagement be:

- approved by our audit committee (the functions of which are performed by
  our entire board of directors); or

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- 24 -

- entered into pursuant to pre-approval policies and procedures established
  by the board of directors, provided the policies and procedures are detailed
  as to the particular service, the board of directors is informed of each
  service, and such policies and procedures do not include delegation of the
  board of directors' responsibilities to management.

Our entire board of directors pre-approves all services
provided by our independent auditors. All of the above services and fees were
reviewed and approved by our sole director either before or after the respective
services were rendered.

Our board of directors have considered the nature and amount
  of fees billed by Vellmer & Chang and believe that the provision of services
  for activities unrelated to the audit is compatible with maintaining Vellmer
  & Changs independence.

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- 25 -

SIGNATURES

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

GOLDEN ARIA CORP.

By: /s/
Gerald
Carlson
Gerald Carlson President and Director Principal Executive Officer

  Date: November 29, 2007.

By: /s/ Chris
Bunka
Chris Bunka Chief Financial Officer and Director Principal Financial
Officer and Principal Accounting Officer 
  Date: November 29, 2007.

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

By: /s/
Gerald
CarlsonGerald
Carlson President and Director Principal Executive Officer 
  Date: November 29, 2007.

By: /s/ Chris
Bunka
Chris Bunka Chief Financial Officer and Director Principal Financial
Officer and Principal Accounting Officer 
  Date: November 29, 2007.

---