**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**









**FORM
      10-Q**









**x**
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the quarterly period ended July 31, 2008**




**o**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**





**For
      the transition period from ______to______.**




**GOLDEN
      OPPORTUNITIES CORPORATION** .


**(Exact
      name of registrant as specified in Charter**




**DELAWARE**
            
            **000-51186**
            
            **35-2302128**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (Commission
                File No.)
            
            (IRS
                Employee Identification
              No.)





**520
      S. Snowmass Circle, Superior, Colorado, 80027**




(Address
      of Principal Executive Offices)










**(303)
      494-5889**





(Issuer
      Telephone number)





**51147,
      Inc.**





(Former
      Name or Former Address if Changed Since Last Report)




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




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




Large
                Accelerated Filero
            Accelerated
                Filero
            Non-Accelerated
                Filero
            Smaller
                Reporting Companyx





Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2
      of the Exchange Act.


Yes x No o




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of July 31, 2008: 23,445,000 shares of stock.







**GOLDEN
      OPPORTUNITIES CORPORATION**





**FORM
      10-Q**




**July
      31, 2008**




**INDEX**





**PART
                I— FINANCIAL INFORMATION**Item
                1.
            Financial
                Statements
            3Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            4Item
                3
            Quantitative
                and Qualitative Disclosures About Market Risk
            5Item
                4T.
            Control
                and Procedures
            5**PART
                II— OTHER INFORMATION**Item
                1
            Legal
                Proceedings
            6Item
                1A
            Risk
                Factors
            6Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            6Item
                3.
            Defaults
                Upon Senior Securities
            6Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            6Item
                5.
            Other
                Information
            6Item
                6.
            Exhibits
                and Reports on Form 8-K
            6**SIGNATURE**
            
            7


2




**Item
      1. Financial Statements**




GOLDEN
      OPPORTUNITIES CORPORATION


(A
      DEVELOPMENT STAGE COMPANY)





FINANCIAL
      STATEMENTS





AS
      OF
      JULY 31, 2008





GOLDEN
      OPPORTUNITIES CORPORATION


(a
      development stage company)


Financial
      Statements Table of Contents





FINANCIAL
                STATEMENTS
            
            Page #Balance
                Sheet
            
            
            F-1Statement
                of Operations and Retained Deficit
            
            
            F-2Statement
                of Stockholders Equity
            
            
            F-4Cash
                Flow Statement
            
            
            F-5Notes
                to the Financial Statements
            
            
            F-6




3


**GOLDEN
          OPPORTUNITIES CORPORATION**
 **(a
          development stage company)**
 **BALANCE
          SHEET**
 **As
          of July 31, 2008 and January 31, 2008**
 
 **7/31/2008**
                
                **1/31/2008****ASSETS****CURRENT
                    ASSETS**Cash
                
                $
                10,140
                
                $
                43,163Total
                    Current Assets
                
                
                10,140
                
                
                43,163**TOTAL
                    ASSETS**
                
                $
                10,140
                
                $
                43,163**LIABILITIES
                    AND STOCKHOLDER'S EQUITY****CURRENT
                    LIABILITIES**Accrued
                    Expenses
                
                $
                7,375
                
                $
                6,625Loan
                    - Related Party
                
                
                4,500
                
                
                -Total
                    Current Liabilities
                
                
                11,875
                
                
                6,625**TOTAL
                    LIABILITIES**
                
                
                11,875
                
                
                6,625**STOCKHOLDER'S
                    EQUITY**Common
                    Stock - Par value $0.001;Authorized:
                    100,000,000Issued
                    and Outstanding: 23,445,000 and 23,445,000
                
                
                23,445
                
                
                23,445Additional
                    Paid-In Capital
                
                
                237,552
                
                
                237,505Accumulated
                    Deficit
                
                
                (262,732
                )
                
                (224,412
                )Total
                    Stockholder's Equity
                
                
                (1,735
                )
                
                36,538**TOTAL
                    LIABILITIES AND EQUITY**
                
                $
                10,140
                
                $
                43,163
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-1
  **GOLDEN
          OPPORTUNITIES CORPORATION**
 **(a
          development stage company)**
 **STATEMENT
          OF OPERATIONS**
 **For
          the six months ending July 31, 2008 and 2007, and**
 **from
          inception (February 2, 2005) through July 31, 2008**
 
 **6 MONTHS**
                
                **6 MONTHS****ENDING**
                
                **ENDING**
                
                **FROM****7/31/2008**
                
                **7/31/2007**
                
                **INCEPTION****REVENUE**
                
                $
                -
                
                $
                -
                
                $
                -**COST
                    OF SERVICES**
                
                
                -
                
                
                -
                
                
                -**GROSS
                    PROFIT OR (LOSS)**
                
                
                -
                
                
                -
                
                
                -**GENERAL
                    AND ADMINISTRATIVE EXPENSES**
                
                
                38,273
                
                
                1,000
                
                
                262,685**OPERATING
                    NET INCOME (LOSS)**
                
                
                (38,273
                )
                
                (1,000
                )
                
                (262,685
                )**INTEREST
                    EXPENSE**
                
                
                47
                
                
                -
                
                
                47**NET
                    INCOME (LOSS)**
                
                
                (38,320
                )
                
                (1,000
                )
                
                (262,732
                )**ACCUMULATED
                    DEFICIT, BEGINNING BALANCE**
                
                
                (224,412
                )
                
                (2,225
                )
                
                -**ACCUMULATED
                    DEFICIT, ENDING BALANCE**
                
                $
                (262,732
                )
                $
                (3,225
                )
                $
                (262,732
                )**Earnings
                    (loss) per share**
                
                $
                (0.00
                )
                $
                (0.01
                )**Weighted
                    average number of common shares**
                
                
                23,445,000
                
                
                100,000
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-2
 
 **GOLDEN
          OPPORTUNITIES CORPORATION**
 **(a
          development stage company)**
 **STATEMENT
          OF OPERATIONS**
 **For
          the three months ending July 31, 2008 and 2007**
 
 **3 MONTHS**
                
                **3 MONTHS****ENDING**
                
                **ENDING****7/31/2008**
                
                **7/31/2007****REVENUE**
                
                $
                -
                
                $
                -**COST
                    OF SERVICES**
                
                
                -
                
                
                -**GROSS
                    PROFIT OR (LOSS)**
                
                
                -
                
                
                -**GENERAL
                    AND ADMINISTRATIVE EXPENSES**
                
                
                9,529
                
                
                500**OPERATING
                    NET INCOME (LOSS)**
                
                
                (9,529
                )
                
                (500
                )**INTEREST
                    EXPENSE**
                
                
                25
                
                
                -**NET
                    INCOME (LOSS)**
                
                
                (9,554
                )
                
                (500
                )**ACCUMULATED
                    DEFICIT, BEGINNING BALANCE**
                
                
                (253,178
                )
                
                (2,725
                )**ACCUMULATED
                    DEFICIT, ENDING BALANCE**
                
                $
                (262,732
                )
                $
                (3,225
                )
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-3
 
 **GOLDEN
          OPPORTUNITIES CORPORATION**
 **(a
          development stage company)**
 **STATEMENT
          OF STOCKHOLDERS' EQUITY**
 **From
          inception (February 2, 2005) through July 31, 2008**
 
 **COMMON**
                
                **PAID**
                
                **ACCUM.**
                
                **TOTAL****SHARES**
                
                **STOCK**
                
                **IN CAPITAL**
                
                **DEFICIT**
                
                **EQUITY**Stock
                    Issued on acceptance of incorporation
                
                
                100,000
                
                $
                100
                
                $
                -
                
                $
                -
                
                $
                100expenses
                    February 2, 2005Net
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                (2,225
                )
                
                (2,225
                )Total,
                    January 31, 2006
                
                
                100,000
                
                $
                100
                
                $
                -
                
                $
                (2,225
                )
                $
                (2,125
                )Stock
                    Issued on acceptance of expenses
                
                
                275,000
                
                
                275
                
                
                2,475
                
                
                -
                
                
                2,750paid
                    July 30, 2006Stock
                    Issued on acceptance of expenses
                
                
                1,250,000
                
                
                1,250
                
                
                11,250
                
                
                -
                
                
                12,500paid
                    August 15, 2006Net
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                (17,250
                )
                
                (17,250
                )Total,
                    January 31, 2007
                
                
                1,625,000
                
                $
                1,625
                
                $
                13,725
                
                $
                (19,475
                )
                $
                (4,125
                )Capital
                    Contributed
                
                
                
                
                
                
                
                
                100
                
                
                -
                
                
                100Stock
                    issued as compensation on
                
                
                20,000,000
                
                
                20,000
                
                
                180,000
                
                
                
                
                
                200,000November
                    1, 2007 at $0.001 per shareStock
                    issued for cash on November 13, 2007
                
                
                1,000,000
                
                
                1,000
                
                
                24,000
                
                
                -
                
                
                25,000at
                    $0.025 per share on private placementStock
                    issued for cash on November 23, 2007
                
                
                600,000
                
                
                600
                
                
                14,400
                
                
                -
                
                
                15,000at
                    $0.025 per share on private placementStock
                    issued for cash on November 29, 2007
                
                
                180,000
                
                
                180
                
                
                4,320
                
                
                -
                
                
                4,500at
                    $0.025 per share on private placementStock
                    issued for cash on January 22, 2008
                
                
                40,000
                
                
                40
                
                
                960
                
                
                -
                
                
                1,000at
                    $0.025 per share on private placementNet
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                (204,937
                )
                
                (204,937
                )Total,
                    January 31, 2008
                
                
                23,445,000
                
                $
                23,445
                
                $
                237,505
                
                $
                (224,412
                )
                $
                36,538Capital
                    Contribution of imputed interest on
                
                
                -
                
                
                -
                
                
                47
                
                
                -
                
                
                47related
                    party loanNet
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                (38,320
                )
                
                (38,320
                )Total,
                    July 31, 2008
                
                
                23,445,000
                
                $
                23,445
                
                $
                237,552
                
                $
                (262,732
                )
                $
                (1,735
                )
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-4
 
 **GOLDEN
          OPPORTUNITIES CORPORATION**
 **(a
          development stage company)**
 **STATEMENTS
          OF CASH FLOWS**
 **For
          the six months ending July 31, 2008 and 2007, and**
 **from
          inception (February 2, 2005) through July 31, 2008**
 
 **6 MONTHS**
                
                **6 MONTHS****ENDING**
                
                **ENDING**
                
                **FROM****7/31/2008**
                
                **7/31/2007**
                
                **INCEPTION****CASH
                    FLOWS FROM OPERATING ACTIVITIES**Net
                    income (loss)
                
                $
                (38,320
                )
                $
                (1,000
                )
                $
                (262,732
                )Stock
                    issued as compensation
                
                
                -
                
                
                -
                
                
                215,350Increase
                    (Decrease) in Accrued Expenses
                
                
                750
                
                
                1,000
                
                
                7,375Total
                    adjustments to net income
                
                
                750
                
                
                1,000
                
                
                222,725Net
                    cash provided by (used in) operating activities
                
                
                (37,570
                )
                
                -
                
                
                (40,007
                )**CASH
                    FLOWS FROM INVESTING ACTIVITIES**None
                
                
                -
                
                
                -
                
                
                -Net
                    cash flows provided by (used in) investing activities
                
                
                -
                
                
                -
                
                
                -**CASH
                    FLOWS FROM FINANCING ACTIVITIES**Loan
                    proceeds
                
                
                4,500
                
                
                -
                
                
                4,500Proceeds
                    from capital contributions
                
                
                47
                
                
                
                
                
                147Proceeds
                    from stock issuance
                
                
                
                
                
                -
                
                
                45,500Net
                    cash flows provided by (used in) financing activities
                
                
                4,547
                
                
                -
                
                
                50,147**CASH
                    RECONCILIATION**Net
                    increase (decrease) in cash
                
                
                (33,023
                )
                
                -
                
                
                10,140Cash
                    - beginning balance
                
                
                43,163
                
                
                -
                
                
                -**CASH
                    BALANCE - END OF PERIOD**
                
                $
                10,140
                
                $
                -
                
                $
                10,140
 
 The
          accompanying notes are an integral part of these financial
          statements.
 F-5


Golden
      Opportunities Corp


(a
      development stage company)


NOTES
      TO
      FINANCIAL STATEMENTS





1.
            Summary
                of significant accounting
                policies:





Industry:





Golden
      Opportunities Corporation (the “Company”), formally known as 51147, Inc. was
      incorporated in the state of Delaware as of February 2, 2005. The Company was
      originally incorporated in order to locate and negotiate with a business entity
      for the combination of that target company with The Company. The Company
      currently will leverage the talents of its sole executive and will implement
      its
      Plan as a business partner with an active company in the Services,
      Manufacturing, Financial or Public Relations market, i.e. assisting clients
      in
      their IPO and other types of fund raising activities (the “Affiliated
      Partner(s)”).





In
      doing
      so, the Company will not need to merge into nor will it be required to acquire
      clients or services in order to engage in active business. The Company will
      establish its initial offices in Hong Kong and/or Shenzhen, China--expand into
      emerging markets in Asia.





The
      comprehensive scope of the Company’s professional services (the “Plan of
      Operations”) will include:





–
            Professional
                strategic analysis and recommendation;–
            Professional
                legal or human resources provision;


–
            Professional
                Strategic corporate consulting;–
            Formulation
                of overall corporate growth or IPO
                strategy;


–
            Execution
                of investor relations campaigns;–
            Formulation
                of media promotion strategy;


–
            Road
                show organization;–
            Formulation
                of contingency liquidation
                solutions;


–
            Preparation
                of corporate promotional materials.





Michael
      Zahorik is the sole officer and director, and has an operational background
      in
      the legal, securities, financial and corporate industries. Mr. Zahorik has
      been
      actively consulting in Asia since 1989 and is managing director of Zahorik
      Professional Group. Mr. Zahorik has extensive knowledge, contacts and a
      professional network in the corporate and financial services industry within
      Hong Kong, Mainland China and other emerging markets, including, Macau,
      Malaysia, Philippines, Singapore, Thailand and Vietnam (collectively, but not
      exclusively, the “Emerging Markets”).





The
      financial statements have been prepared in conformity with generally accepted
      accounting principles in the United States, which contemplates continuation
      as a
      going concern.





We
      have
      not generated any operating revenue, expect to generate operating losses during
      some or all of our planned development stage, and have a negative cash flow
      from
      operations, which raises substantial doubt about our ability to continue as
      a
      going concern. In view of these matters, our ability to continue as a going
      concern is dependent upon our ability to meet our financial requirements, raise
      additional capital, and the success of our future
      operations.


F-6


The
      Company has adopted its fiscal year end to be January 31.





Results
      of Operations and Ongoing Entity:





The
      Company is considered to be an ongoing entity for accounting purposes;
      however, there
      is
      substantial doubt as to the Company’s ability to continue as a going concern.
      The Company's shareholders fund any shortfalls in The Company's cash flow on
      a day
      to day basis during the time period that The Company is in the development stage.





Liquidity
      and Capital Resources:





In
      addition to the stockholder funding capital shortfalls; The Company anticipates
      interested investors that intend to fund the Company's
      growth once a business is located.





Cash
      and Cash Equivalents:





The
      Company considers cash on hand and amounts on deposit with
      financial institutions
      which have original maturities of three months or less to be cash and
      cash
      equivalents.





Basis
      of Accounting:





The
      Company's financial statements are prepared in accordance with U.S. generally accepted
      accounting principles.





Income
      Taxes:




The
        Company utilizes the asset and liability method to measure and record deferred
        income tax assets and liabilities. Deferred tax assets and liabilities reflect
        the future income tax effects of temporary differences between the financial
        statement carrying amounts of existing assets and liabilities and their
        respective tax bases and are measured using enacted tax rates that apply
        to
        taxable income in the years in which those temporary differences are expected
        to
        be recovered or settled. Deferred tax assets are reduced by a valuation
        allowance when in the opinion of management, it is more likely than not that
        some portion or all of the deferred tax assets will not be realized. At this
        time, The Company has set up an allowance for deferred taxes as there is
        no
        company history to indicate the usage of deferred tax assets and
        liabilities.




Fair
      Value of Financial Instruments:


The
        Company's financial instruments may include cash and cash equivalents,
        short-term investments, accounts receivable, accounts payable and liabilities
        to
        banks and shareholders. The carrying amount of long-term debt to banks
        approximates fair value based on interest rates that are currently available
        to
        The Company for issuance of debt with similar terms and remaining maturities.
        The carrying amounts of other financial instruments approximate their fair
        value
        because of short-term maturities.




F-7


Concentrations
      of Credit Risk:


Financial
        instruments which potentially expose The Company to concentrations of credit
        risk consist principally of operating demand deposit accounts. The Company's
        policy is to place its operating demand deposit accounts with high credit
        quality financial institutions. At this time The Company has no deposits
        that
        are at risk.




2.
            Related
                Party Transactions and Going
                Concern:


The
        Company's financial statements have been presented on the basis that it is
        a
        going concern in the development stage, which contemplates the realization
        of
        assets and the satisfaction of liabilities in the normal course of business.
        At
        this time The Company has not identified the business that it wishes to engage
        in.




The
        Company's shareholders fund The Company's activities while The Company takes
        steps to locate and negotiate with a business entity for combination; however,
        there can be no assurance these activities will be successful.
 
 On
        June
        30, 2006, the Company issued 275,000 shares at $0.01 per share to its President
        in acceptance of travel and administrative expenses paid on behalf of the
        Company. (note 8)
 
 On
        August
        15, 2006, the Company issued 1,250,000 shares at $0.01 per share to its
        President in acceptance of travel and administrative expenses paid on behalf
        of
        the Company. (note 8)
 
 On
        November 1, 2007, the Company issued 3,000,000 shares of common stock as
        compensation to an officer of the Company for a value of $30,000 or $0.01
        per
        share. (note 8)
 
 On
        November 1, 2007, the Company issued 700,000 shares at $0.01 per share to
        related party in acceptance of third party contract services. (note
        8)
 
 On
        February 20, 2008, a related party has also loaned the Company money in the
        form
        of loan payables totaling in $4,500. The loan was created as a demand note
        with
        no interest stated. The Company imputes a nominal percentage of interest
        which
        is accounted for as a contribution to paid-in-capital.


3.
            Accounts
                Receivable and Customer
                Deposits:




Accounts
        receivable and Customer deposits do not exist at this time and therefore
        have no
        allowances accounted for or disclosures made.




4.
            Use
                of Estimates:


Management
        uses estimates and assumptions in preparing these financial statements in
        accordance with generally accepted accounting principles. Those estimates
        and
        assumptions affect the reported amounts of assets and liabilities, the
        disclosure of contingent assets and liabilities, and the reported revenue
        and
        expenses. Management has no reason to make estimates at this
        time.


F-8


5.
            Revenue
                and Cost Recognition:





The
      Company uses the accrual basis of accounting in accordance with generally accepted
      accounting principles for financial statement reporting.





6.
            Accrued
                Expenses:





Accrued
      expenses consist of accrued legal, accounting and office costs during this
      stage of the business.




7.
            Operating
                Lease Agreements:





The
      Company has no agreements at this time.




8.
            Stockholder's
                Equity:





Preferred
      stock includes 50,000,000 shares authorized at a par value of
      $0.001, of
      which
      none are issued or outstanding.





On
      February 2, 2005, common stock includes 100,000,000 shares authorized at a
      par
      value of $0.001, of which 100,000 have been issued for the amount of $100 in
      acceptance of the incorporation expenses for the Company.





On
      July
      30, 2006, the Company issued 275,000 shares of common stock at $0.01 for a
      value
      of $2,750. The shares were issued to a related party in acceptance of expenses
      paid on behalf of the Company. (note 2)





On
      August
      15, 2006, the Company issued 1,250,000 shares of common stock at $0.01 for
      a
      value of $12,500. The shares were issued to a related party in acceptance of
      expenses paid on behalf of the Company. (note 2)





On
      November 1, 2007, the Company issued 3,700,000 shares of common stock at $0.01
      for a value of $37,000. The shares were issued to related parties for
      compensation or third party contract services. (note 2)





On
      November 1, 2007, the Company issued 16,300,000 shares of common stock at $0.01
      for a value of $163,000. The shares were issued for compensation and third
      party
      contract services.





On
      November 13, 2007, the Company undertook a Section 4(2) registration under
      the
      Securities Act of 1933 to raise $25,000 in the issuance of 1,000,000 shares
      of
      common stock at $0.025 per share. The Company’s management considers this
      offering to be exempt under the Securities Act of 1933.





On
      November 23, 2007, the Company undertook a Section 4(2) registration under
      the
      Securities Act of 1933 to raise $14,500 in the issuance of 600,000 shares of
      common stock at $0.025 per share. The Company’s management considers this
      offering to be exempt under the Securities Act of 1933.




F-9


On
      November 29, 2007, the Company undertook a Section 4(2) registration under
      the
      Securities Act of 1933 to raise $4,500 in the issuance of 180,000 shares of
      common stock at $0.025 per share. The Company’s management considers this
      offering to be exempt under the Securities Act of 1933.





On
      January 22, 2007, the Company undertook a Section 4(2) registration under the
      Securities Act of 1933 to raise $1,000 in the issuance of 40,000 shares of
      common stock at $0.025 per share. The Company’s management considers this
      offering to be exempt under the Securities Act of 1933.




9.
            Required
                Cash Flow Disclosure for Interest and Taxes
                Paid:




The
        company has paid no amounts for federal income taxes and interest. The Company
        issued 4,625,000 common shares of stock to its sole officer in acceptance
        of the
        expenses paid on behalf of the Company.




10.
            Earnings
                Per Share:


Basic
        earnings per share ("EPS") is computed by dividing earnings available to
        common
        shareholders by the weighted-average number of common shares outstanding
        for the
        period as required by the Financial Accounting Standards Board (FASB) under
        Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
        Shares". Diluted EPS reflects the potential dilution of securities that could
        share in the earnings.




11.
            INCOME
                TAXES:





The
      Company has a net operating loss carry-forward of $262,732 that will expire
      20
      years after the years generated. The loss generated for the year 2005, 2006,
      2007 and 2008 was $2,225, $17,250, $204,937, and $38,320,
      respectively.





The
      Company has available net operating loss carry-forwards for financial statement
      and federal income tax purposes. These loss carry-forwards expire if not used
      within 20 years from the year generated. The Company's management has decided
      a
      valuation allowance is necessary to reduce any tax benefits because the
      available benefits are more likely than not to expire before they can be used.




The
      Company's management determines if a valuation allowance is necessary to reduce
      any tax benefits when the available benefits are more likely than not to expire
      before they can be used. The tax based net operating losses create tax benefits
      in the amount of $52,546 from inception through July 31, 2008.





Deferred
      income taxes reflect the net tax effects of temporary differences between the
      carrying amounts of assets and liabilities for financial statement purposes
      and
      the amounts used for income tax purposes. Significant components of the
      Company's deferred tax liabilities and assets as of July 31, 2008 are as
      follows:





Deferred
                tax assets:Federal
                net operating loss
            
            $
            39,410Total
                Deferred Tax Asset
            
            
            39,410Less
                valuation allowance
            
            
            (39,410
            )0




F-10




The
      reconciliation of the effective income tax rate to the federal statutory rate
      is
      as follows:





Federal
                income tax rate
            
            
            15.0
            %Increase
                in valuation allowance
            
            
            (15.0
            )%Effective
                income tax rate
            
            
            0.0
            %





12.
            Controls
                and Procedures





(a)
            Evaluation
                of disclosure controls and
                procedures.





Our
      Chief
      Executive Officer and Chief Financial Officer (collectively the "Certifying
      Officers") maintain a system of disclosure controls and procedures that is
      designed to provide reasonable assurance that information, which is required
      to
      be disclosed, is accumulated and communicated to management timely. Under the
      supervision and with the participation of management, the Certifying Officers
      evaluated the effectiveness of the design and operation of our disclosure
      controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)] under the
      Exchange Act) within 90 days prior to the filing date of this report. Based
      upon that evaluation, the Certifying Officers concluded that our disclosure
      controls and procedures are effective in timely alerting them to material
      information relative to our company required to be disclosed in our periodic
      filings with the SEC.





(b)
            Changes
                in internal controls.





Our
      Certifying Officer has indicated that there were no significant changes in
      our
      internal controls or other factors that could significantly affect such controls
      subsequent to the date of his evaluation, and there were no such control actions
      with regard to significant deficiencies and material weaknesses.




F-11




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





During
      the next thirty-six months, we expect to take the following steps in connection
      with the further development of our business and the implementation of our
      Plan
      of Operations:





**Stage
      1 - Market Research, Corporate Formation, Public Listing and Client Services
      (present)**





We
      are
      simultaneously working on Stage 1 and Stage 2. During this time, we are
      establishing our corporate existence as a publicly held corporation. We are
      negotiating for an office in Hong Kong, (SAR) China. We have filed an S-1,
      which
      is not yet effective. At or about the effective date of the S-1, we anticipate
      establishing a relationship with a market-maker and filing a15C-211. We have
      raised limited funds utilized for travel and professional fees. We continue
      our
      market research to identify a lack of service or consulting need (the
“Identified Services”). Travel, legal and accounting expenses have been
      estimated at $15,000-20,000 for this Stage.





We
      expect
      to operate at a loss during Stage 1 as there will be no revenues to the Company.
      During this stage, office space, equipment, and administrative services has
      been
      provided by ZPG at no direct cost to the Company. No salaried employees have
      been engaged. Mr. Zahorik will be the Company’s only officer, and he will
      provide the resources (principally, Company shares) to execute our Plans in
      this
      stage. Mr. Zahorik may engage the services of others trades and professionals.
      The Company Board has authorized shares of the Company to be issues in lieu
      of
      salaried compensation and advanced Company expenses.





**Stage
      2 - Identification of Service Partner Affiliation (6-12
      months)**





Simultaneously
      with Stage 1, we have initiated discussions with numerous potential service
      Affiliated Partner(s) participating in the Identified Services.  We
      intend to enter into an affiliation or service agreement s to provide the
      Company’s services.





We
      expect
      to operate at a loss during Stage 2. Mr. Zahorik will utilize substantially
      Company shares to fund the merger transaction. During this stage, we will incur
      on-going accounting and legal regulatory expenses for quarterly and annual
      governmental filings. Travel and legal, accounting and corporate regulatory
      expenses are estimated at $20,000-25,000.





**Stage
      3 – Expansion of Services and Geographic Coverage (12-36
      months)**




Contingent
      on the successful completion of Stages 1 and 2, and a proposed capital raise
      to
      finance Stage 3, we plan to aggressively expand our operation and business.
      This
      phase of development is planned to be completed in 18 to 36 months. Assuming
      appropriate financing is available, the Company will then expand its service
      offerings and geographic coverage through establishment of new offices,
      partnerships, affiliations and/or acquisition of companies offering the
      Identified Services within the Emerging Markets (the “Expansion”). We intend to
      establish the Identified Services with management capable of executing our
      Plan
      of Operations. In the event financing is not available to fully execute Stage
      3,
      we will consider a limited Expansion.





Stage
      3
      is designed to begin leveraging the existing client’s of the Affiliated
      Partner(s) and establishing cash flow and operating profit. In Stage 3, we
      will
      integrate much of the Affiliated Partner(s) infrastructure and operating
      synergies in order to expedite and reduce duplicate structure. In doing so,
      we
      will recognize revenue and other attract modest levels of revenue and new
      business resulting from the Expansion. Stage 3, travel and legal, accounting
      and
      corporate regulatory expenses have been budgeted at $60,000, and expenses
      related to Expansion costs are estimated at $58,000, for a total of
      $138,000.





During
      Stage 3, office space, equipment, and administrative services and expenses
      will
      principally be provided by the Company from core operations. To the extent
      fiscally reasonable, certain travel, legal and accounting expenses will be
      paid,
      or reimbursed from advance. Mr. Zahorik and/or trades or professionals may
      be
      formally engaged in furtherance of the Plan of Operations. Under this
      arrangement, Mr. Zahorik may engage the services of others trades and
      professionals in furtherance of the Plan of Operations and will seek the Company
      Board’s approval to issue Company shares as partial compensation.





The
      Company anticipates certain capital requirements related to Expansion. Without
      the capital, anticipated Expansion will be delayed or may not take place
      significantly and the Company will have to expand through organic growth or
      acquisition or other reasonable means. Capital requirements (exclusive of
      capital requirements of Target) are estimated to be approximately $ 110,000
      and
      would be allocated as follows:




4




***Stage 3 Expansion Capital Requirements****Computing &*
              *Comm.*
            
            *Registration*
              *Licenses &*
              *Permits*
            
            *Office*
              *Equip.*
            
            *Local*
              *Consultancy*
            
            *IP &*
              *Intangibles*China (3)
            
            $
            15,000
            
            $
            2,500
            
            $
            2,500
            
            $
            2,500
            
            $
            10,500Singapore
                (1)
            
            
            10,000
            
            
            2,500
            
            
            2,500
            
            
            2,500
            
            
            7,500Vietnam
                (1)
            
            
            7,500
            
            
            2,500
            
            
            2,500
            
            
            2,500
            
            
            5,000Thailand
                (1)
            
            
            7,500
            
            
            1,500
            
            
            2,500
            
            
            1,500
            
            
            2,500Malaysia
                (1)
            
            
            7,500
            
            
            1,500
            
            
            2,500
            
            
            1,500
            
            
            2,500Philippines
                (1)
            
            
            7,500
            
            
            1,500
            
            
            2,500
            
            
            1,500
            
            
            2,500**Total**
            
            **$**
            **50,000**
            
            **$**
            **12,000**
            
            **$**
            **15
                ,000**
            
            **$**
            **12,000**
            
            **$**
            **30,500**





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements, financings, or other relationships
      with
      unconsolidated entities or other persons, also known as “special purpose
      entities” (SPEs).




**Item
      3.  Quantitative and Qualitative Disclosures about Market
      Risks**





The
      Company is subject to certain market risks including changes in interest rates.
       The Company does not undertake any specific actions to limit those
      exposures.





**Item
      4 Controls and Procedures**




Pursuant
      to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
      the Company carried out an evaluation, with the participation of the Company’s
      management, including the Company’s Chief Executive Officer (“CEO”) and Chief
      Accounting Officer (“CAO”) (the Company’s principal financial and accounting
      officer), of the effectiveness of the Company’s disclosure controls and
      procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
      end of the period covered by this report. Based upon that evaluation, the
      Company’s CEO and CAO concluded that the Company’s disclosure controls and
      procedures are effective to ensure that information required to be disclosed
      by
      the Company in the reports that the Company files or submits under the Exchange
      Act, is recorded, processed, summarized and reported, within the time periods
      specified in the SEC’s rules and forms, and that such information is accumulated
      and communicated to the Company’s management, including the Company’s CEO and
      CAO, as appropriate, to allow timely decisions regarding required
      disclosure.




***Management’s
      Report on Internal Controls over Financial
      Reporting***





Internal
      control over financial reporting is a process to provide reasonable assurance
      regarding the reliability of consolidated financial reporting and the
      preparation of financial statements for external purposes in accordance with
      U.S. generally accepted accounting principles.  There has been no change in
      the Company’s internal control over financial reporting during the quarter ended
      July 31, 2008 that has materially affected, or is reasonably likely to
      materially affect, the Company’s internal control over financial
      reporting.




The
      Company’s management, including the Company’s CEO and CAO, does not expect that
      the Company’s disclosure controls and procedures or the Company’s internal
      controls will prevent all errors and all fraud. A control system, no matter
      how
      well conceived and operated, can provide only reasonable, not absolute,
      assurance that the objectives of the control system are met. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of the
      controls can provide absolute assurance that all control issues and
      instances of fraud, if any, within the Company have been detected.





Management
      conducted an evaluation of the effectiveness of our internal control over
      financial reporting based on the framework in *Internal
      Control – Integrated Framework* issued
      by the Committee of Sponsoring Organizations of the Treadway Commission. Based
      on this evaluation, management concluded that the company’s internal control
      over financial reporting was effective as of July 31, 2008.




5





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings.**




Currently
      we are not aware of any litigation pending or threatened by or against the
      Company.





**Item
      1A.  Risk Factors.**





None.




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**




None.




**Item
      3. Defaults Upon Senior Securities.**




None




**Item
      4. Submission of Matters to a Vote of Security Holders.**




None.




**Item
      5. Other Information.**




None




**Item
      6. Exhibits and Reports of Form 8-K.**




(a)
      Exhibits




31.1
      Certifications pursuant to Section 302 of Sarbanes Oxley Act of
      2002




32.1
      Certifications pursuant to Section 906 of Sarbanes Oxley Act of
      2002




(b)
      Reports of Form 8-K




6




**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




**GOLDEN
                OPPORTUNITIES CORPORATION**Date:
                September 11, 2008
            By:
            */s/ Michael
                A. Zahorik*Michael
                A. ZahorikChief
                Financial Officer, and Director




7