**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 April 30, 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)
      956-5821**





(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 April 30, 2008: 23,445,000 shares of stock.









**GOLDEN
      OPPORTUNITIES CORPORATION**





**FORM
      10-Q**




**April
      30, 2008**




**INDEX**


**PART
                    I— FINANCIAL INFORMATION**Item
                    1.
                Financial
                    StatementsItem
                    2.
                Management’s
                    Discussion and Analysis of Financial Condition
                3-4Item
                    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 Information**


51147,
        INC.
 (A
        DEVELOPMENT STAGE COMPANY)
 
 FINANCIAL
        STATEMENTS
 
 AS
        OF
        APRIL 30, 2008
 
 51147,
        INC.
 (a
        development stage company)
 Financial
        Statements Table of Contents
 
 Page
                  #FINANCIAL
                STATEMENTSBalance
                  Sheet
              F-1Statement
                  of Operations and Retained Deficit
              F-2Statement
                  of Stockholders Equity
              F-3Cash
                  Flow Statement
              F-4Notes
                  to the Financial Statements
              F-5
  
 **51147,
          Inc.**
 **(a
          development stage company)**
 **BALANCE
          SHEET**
 **As
          of April 30, 2008 and January 31, 2008**
 
 **4/30/2008**
                
                **1/31/2008****ASSETS****CURRENT
                    ASSETS**Cash
                
                $
                19,419
                
                $
                43,163Total
                    Current Assets
                
                
                19,419
                
                
                43,163**TOTAL
                    ASSETS**
                
                $
                19,419
                
                $
                43,163**LIABILITIES
                    AND STOCKHOLDER'S EQUITY****CURRENT
                    LIABILITIES**Accrued
                    Expenses
                
                $
                7,125
                
                $
                6,625Loan
                    - Related Party
                
                
                4,500
                
                
                -Total
                    Current Liabilities
                
                
                11,625
                
                
                6,625**TOTAL
                    LIABILITIES**
                
                
                11,625
                
                
                6,625**STOCKHOLDER'S
                    EQUITY**Common
                    Stock - Par value $0.001; Authorized: 100,000,000 Issued and
                    Outstanding:
                    23,445,000 and 23,445,000
                
                
                23,445
                
                
                23,445Additional
                    Paid-In Capital
                
                
                237,527
                
                
                237,505Accumulated
                    Deficit
                
                
                (253,178
                )
                
                (224,412
                )Total
                    Stockholder's Equity
                
                
                7,794
                
                
                36,538**TOTAL
                    LIABILITIES AND EQUITY**
                
                $
                19,419
                
                $
                43,163
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-1
 
 **51147,
          Inc.**
 **(a
          development stage company)**
 **STATEMENT
          OF OPERATIONS**
 **For
          the three months ending April 30, 2008 and 2007, and**
 **from
          inception (February 2, 2005) through April 30, 2008**
 
 **3 MONTHS**
                
                **3 MONTHS****ENDING**
                
                **ENDING**
                
                **FROM****4/30/2008**
                
                **4/30/2007**
                
                **INCEPTION****REVENUE**
                
                $
                -
                
                $
                -
                
                $
                -**COST
                    OF SERVICES**
                
                
                -
                
                
                -
                
                
                -**GROSS
                    PROFIT OR (LOSS)**
                
                
                -
                
                
                -
                
                
                -**GENERAL
                    AND ADMINISTRATIVE EXPENSES**
                
                
                28,744
                
                
                500
                
                
                253,156**OPERATING
                    NET INCOME (LOSS)**
                
                
                (28,744
                )
                
                (500
                )
                
                (253,156
                )**INTEREST
                    EXPENSE**
                
                
                22
                
                
                -
                
                
                22**NET
                    INCOME (LOSS)**
                
                
                (28,766
                )
                
                (500
                )
                
                (253,178
                )**ACCUMULATED
                    DEFICIT, BEGINNING BALANCE**
                
                
                (224,412
                )
                
                (2,225
                )
                
                -**ACCUMULATED
                    DEFICIT, ENDING BALANCE**
                
                $
                (253,178
                )
                $
                (2,725
                )
                $
                (253,178
                )**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
 
 **51147,
          Inc.**
 **(a
          development stage company)**
 **STATEMENT
          OF STOCKHOLDERS' EQUITY**
 **From
          inception (February 2, 2005) through April 30, 2008**
 
 **COMMON**
                
                **PAID**
                
                **ACCUM.**
                
                **TOTAL****SHARES**
                
                **STOCK**
                
                **IN CAPITAL**
                
                **DEFICIT**
                
                **EQUITY**Stock
                    Issued on acceptance of incorporation expenses February 2,
                    2005
                
                
                100,000
                
                $
                100
                
                $
                -
                
                $
                -
                
                $
                100Net
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                (2,225
                )
                
                (2,225
                )Total,
                    January 31, 2006
                
                
                100,000
                
                
                100
                
                
                -
                
                
                (2,225
                )
                
                (2,125
                )Stock
                    Issued on acceptance of expenses paid July 30, 2006
                
                
                275,000
                
                
                275
                
                
                2,475
                
                
                -
                
                
                2,750Stock
                    Issued on acceptance of expenses paid August 15, 2006
                
                
                1,250,000
                
                
                1,250
                
                
                11,250
                
                
                -
                
                
                12,500Net
                    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 November 1, 2007 at $0.001 per
                    share
                
                
                20,000,000
                
                
                20,000
                
                
                180,000
                
                
                -
                
                
                200,000Stock
                    issued for cash on November 13, 2007 at $0.025 per share on private
                    placement
                
                
                1,000,000
                
                
                1,000
                
                
                24,000
                
                
                -
                
                
                25,000Stock
                    issued for cash on November 23, 2007 at $0.025 per share on private
                    placement
                
                
                600,000
                
                
                600
                
                
                14,400
                
                
                -
                
                
                15,000Stock
                    issued for cash on November 29, 2007 at $0.025 per share on private
                    placement
                
                
                180,000
                
                
                180
                
                
                4,320
                
                
                -
                
                
                4,500Stock
                    issued for cash on January 22, 2008 at $0.025 per share on private
                    placement
                
                
                40,000
                
                
                40
                
                
                960
                
                
                -
                
                
                1,000Net
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                (204,937
                )
                
                (204,937
                )Total,
                    January 31, 2008
                
                
                23,445,000
                
                $
                23,445
                
                $
                237,505
                
                $
                (224,412
                )
                $
                36,538
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-3
 
 **51147,
          Inc.**
 **(a
          development stage company)**
 **STATEMENT
          OF STOCKHOLDERS' EQUITY**
 **From
          inception (February 2, 2005) through April 30, 2008**
 **(continued)**
 
 **COMMON**
                
                **PAID**
                
                **ACCUM.**
                
                **TOTAL****SHARES**
                
                **STOCK**
                
                **IN CAPITAL**
                
                **DEFICIT**
                
                **EQUITY**In-Kind
                    Contribution
                
                
                -
                
                $
                -
                
                $
                22
                
                $
                -
                
                $
                22Net
                    Loss
                
                
                
                
                
                
                
                
                
                
                
                (28,766
                )
                
                (28,766
                )Total,
                    April 30, 2008
                
                
                23,445,000
                
                $
                23,445
                
                $
                237,527
                
                $
                (253,178
                )
                $
                7,794
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-4
 
 **51147,
          Inc.**
 **(a
          development stage company)**
 **STATEMENTS
          OF CASH FLOWS**
 **For
          the three months ending April 30, 2008 and 2007, and**
 **from
          inception (February 2, 2005) through April 30, 2008**
  **3 MONTHS**
                
                **3 MONTHS****ENDING**
                
                **ENDING**
                
                **FROM****4/30/2008**
                
                
                **4/30/2007**
                
                
                **INCEPTION****CASH
                    FLOWS FROM OPERATING ACTIVITIES**Net
                    income (loss)
                
                $
                (28,766
                )
                $
                (500
                )
                $
                (253,178
                )In-Kind
                    contribution
                
                
                22
                
                
                -
                
                
                22Stock
                    issued as compensation
                
                
                -
                
                
                -
                
                
                215,350Increase
                    (Decrease) in Accrued Expenses
                
                
                500
                
                
                500
                
                
                7,125Total
                    adjustments to net income
                
                
                522
                
                
                500
                
                
                222,497Net
                    cash provided by (used in) operating activities
                
                
                (28,244
                )
                
                -
                
                
                (30,681
                )**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
                
                
                -
                
                
                
                
                
                100Proceeds
                    from stock issuance
                
                
                -
                
                
                -
                
                
                45,500Net
                    cash flows provided by (used in) financing activities
                
                
                4,500
                
                
                -
                
                
                50,100**CASH
                    RECONCILIATION**Net
                    increase (decrease) in cash
                
                
                (23,744
                )
                
                -
                
                
                19,419Cash
                    - beginning balance
                
                
                43,163
                
                
                -
                
                
                -**CASH
                    BALANCE - END OF PERIOD**
                
                $
                19,419
                
                $
                -
                
                $
                19,419
 
 The
          accompanying notes are an integral part of these financial
          statements.
  F-5
  51147,
        Inc.
 (a
        development stage company)
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 1. Summary
        of significant accounting policies :
 
 Industry :
 
 51147,
        Inc. (the Company), a Company incorporated in the state of Delaware
        as of February 2, 2005 plans to locate and negotiate with a business entity
        for
        the combination of that target company with The Company. The combination
        will
        normally take the form of a merger, stock-for-stock exchange or stock-
        for-assets exchange. In most instances the target company will wish to structure
        the business combination to be within the definition of a tax-free
 reorganization
        under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
        amended. No assurances can be given that The Company will be successful in
        locating or negotiating with any target company.
 
 The
        Company has been formed to provide a method for a foreign or domestic private
        company to become a reporting ("public") company whose securities are qualified
        for trading in the United States secondary market.
 
 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.
  F-6
 
 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.
 
 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)
  F-7
 
 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.
 
 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.
 
 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)
  F-8
 
 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.
 
 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 $253,178 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 $28,766,
        respectively.
  F-9
 
 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 $50,636 from inception through April 30, 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 April 30, 2008 are as
        follows:
 
 Deferred
                  tax assets:Federal
                  net operating loss
              
              $
              37,977State
                  net operating loss
              
              
              12,659Total
                  Deferred Tax Asset
              
              
              50,636Less
                  valuation allowance
              
              
              (50,636
              )0
 
 The
        reconciliation of the effective income tax rate to the federal statutory
        rate is
        as follows:
  Federal
                  income tax rate
              
              
              15.0
              %State
                  tax, net of federal benefit
              
              
              5.0
              %Increase
                  in valuation allowance
              
              
              (20.0
              )%Effective
                  income tax rate
              
              
              0.0
              %
  F-10
 
 Item
        2. Management's Discussion and Analysis of Financial Conditions and Results
        of
        Operations
 
 Plan
        of Operation
  The
        Registrant is continuing its efforts to locate a merger Candidate for the purpose
        of a merger. It is possible that the registrant will be successful in locating
        such a merger candidate and closing such merger. However, if the registrant
        cannot effect a non-cash acquisition, the registrant may have to raise
        funds from a private offering of its securities under Rule 506 of Regulation
        D. There is no assurance the registrant would obtain any such
        equity
 funding.
 
 Results
        of Operation
 
 The
        Company did not have any operating income from inception through
        April 30, 2008. From inception through April 30, 2008, the registrant
        recognized a net loss of $253,178. Some general and administrative expenses
        during the year were accrued. Expenses for the year were comprised
        of costs mainly associated with legal, accounting, and office.
 
 Liquidity
        and Capital Resources
 
 At
        April
        30, 2008, the Company had some capital resources, but will rely upon the
        issuance of common stock and additional capital contributions from shareholders
        to fund administrative expenses pending acquisition of an operating
 company.
 
 Item
        3. 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.




3




**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
      presently in our first stage of the Plan. This phase is estimated to be
      completed in the next 3-6 months. During this time, we are establishing our
      corporate existence as a publicly held corporation, including preparation and
      filing of SB-2 and 15C-211, raising founder capital, and undertaking certain
      market research to identify a lack of service or consulting need (the
“Identified Services”) in the Emerging Markets and entering into client
      agreements. 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, and only certain expenses will be paid by the Company or
      reimbursed during Stages 1 and 2. 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 in furtherance of the Plan of Operations. 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 the latter events of Stage 1, we have initiated discussions with numerous
      potential service Affiliated Partner(s) participating in the Identified
      Services.  In this Stage 2, we intend to enter into affiliation
      agreements to provide the Company’s unique services to the clients of the
      Affiliated Partner(s) or Company clients.





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 12 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.





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
      4T. 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
      April 30, 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 April 30, 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:
                June 19, 2008
            By:
            */s/**Michael
                A. Zahorik*Michael
                A. ZahorikChief
                Financial Officer, and Director




7