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 October 31, 2010





or





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


For the transition period from                 to





Commission
file number: 333-153261





GOLDEN OPPORTUNITIES
CORPORATION


(Exact
name of registrant as specified in its charter)





DELAWARE
              87-0814235(State or Other Jurisdiction of
              (I.R.S. Employer Identification Number)Incorporation or Organization)





520
S. Snowmass Circle, Superior, Colorado, 80027


(Address
of Principal Executive Offices)


(Zip
Code)





(303)
494-5889


(Registrant’s Telephone Number
including area code)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.





Yes x  No  ̈





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such
files).





Yes ̈No ̈





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.





Large
      accelerated filer
               ̈
              Accelerated
      filer
               ̈Non-accelerated
      filer
               ̈
              Smaller
      reporting company
              x(Do
      not check if a smaller reporting company)





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





The
number of shares outstanding of the Registrant’s common stock as of December 13,
2010 was 28,570,000 shares of common stock.





GOLDEN
OPPORTUNITIES CORPORATION





FORM
10-Q





October
31, 2010





TABLE
OF CONTENTS





PART
      I— FINANCIAL INFORMATIONItem
      1.
                Financial
      Statements
                
                F-1Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                
                3Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                6Item
      4T.
                Controls
      and Procedures
                
                6PART
      II— OTHER INFORMATIONItem
      1.
                Legal
      Proceedings
                
                7Item
      1A.
                Risk
      Factors
                
                7Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                
                7Item
      3.
                Defaults
      Upon Senior Securities
                
                7Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                
                7Item
      5.
                Other
      Information
                
                7Item
      6.
                Exhibits
                
                77SIGNATURES
                
                8


2


GOLDEN
OPPORTUNITIES CORPORATION
 (A
DEVELOPMENT STAGE COMPANY)
 
 FINANCIAL
STATEMENTS
 
 AS OF
OCTOBER 31, 2010
 
 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-6Notes
      to the Financial Statements
                  F-7




PART
1 - FINANCIAL INFORMATION


GOLDEN
OPPORTUNITIES CORPORATION
 (a
development stage company)
 BALANCE
SHEETS
 As
of October 31, 2010 and January 31, 2010
 
 10/31/2010
                              
                              
                              1/31/2010ASSETSCURRENT ASSETSCash
                              
                              $
                              465
                              
                              
                              $
                              10Total
      Current Assets
                              
                              
                              465
                              
                              
                              
                              10TOTAL
      ASSETS
                              
                              $
                              465
                              
                              
                              $
                              10LIABILITIES AND STOCKHOLDER'S
      EQUITYCURRENT LIABILITIESAccrued
      Expenses
                              
                              
                              6,250
                              
                              
                              
                              6,047Loans
      Payable
                              
                              
                              74,908
                              
                              
                              
                              66,052Total
      Current Liabilities
                              
                              
                              81,158
                              
                              
                              
                              72,099TOTAL
      LIABILITIES
                              
                              
                              81,158
                              
                              
                              
                              72,099STOCKHOLDER'S EQUITYCommon
      Stock - Par value $0.001; Authorized: 100,000,000 Issued and Outstanding:
      28,570,000 and 24,570,000
                              
                              
                              28,570
                              
                              
                              
                              24,570Additional
      Paid-In Capital
                              
                              
                              1,062,496
                              
                              
                              
                              424,833Accumulated
      Deficit
                              
                              
                              (1,171,759
                              )
                              
                              
                              (521,492
                              )Total
      Stockholder's Equity (Deficiency)
                              
                              
                              (80,693
                              )
                              
                              
                              (72,089
                              )TOTAL
      LIABILITIES AND EQUITY (DEFICIT)
                              
                              $
                              465
                              
                              
                              $
                              10
 
 The
accompanying notes are an integral part of these financial
statements.
  F-1
  GOLDEN
OPPORTUNITIES CORPORATION
 (a
development stage company)
 STATEMENTS
OF OPERATIONS
 For
the nine months ending October 31, 2010 and 2009, and
 from
inception (February 2, 2005) through October 31, 2010
 
 9
      MONTHS
                                            
                                            
                                            9
      MONTHSENDING
                                            
                                            
                                            ENDING
                                            
                                            
                                            FROM10/31/2010
                                            
                                            
                                            10/31/2009
                                            
                                            
                                            INCEPTIONREVENUE
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -COST OF SERVICES
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -GROSS PROFIT OR (LOSS)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -GENERAL AND ADMINISTRATIVE
      EXPENSES
                                            
                                            
                                            648,604
                                            
                                            
                                            
                                            24,224
                                            
                                            
                                            
                                            1,167,918OPERATING NET INCOME (LOSS)
                                            
                                            
                                            (648,604
                                            )
                                            
                                            
                                            (24,224
                                            )
                                            
                                            
                                            (1,167,918
                                            )INTEREST EXPENSE
                                            
                                            
                                            1,663
                                            
                                            
                                            
                                            1,177
                                            
                                            
                                            
                                            3,841NET INCOME (LOSS)
                                            
                                            
                                            (650,267
                                            )
                                            
                                            
                                            (25,401
                                            )
                                            
                                            
                                            (1,171,759
                                            )ACCUMULATED DEFICIT, BEGINNING
      BALANCE
                                            
                                            
                                            (521,492
                                            )
                                            
                                            
                                            (494,838
                                            )
                                            
                                            
                                            -ACCUMULATED DEFICIT, ENDING
      BALANCE
                                            
                                            
                                            (1,171,759
                                            )
                                            
                                            
                                            (520,239
                                            )
                                            
                                            
                                            (1,171,759
                                            )Loss per share, Basic and
      Diluted
                                            
                                            $
                                            (0.023
                                            )
                                            
                                            $
                                            (0.001
                                            )
                                            
                                            $
                                            (0.087
                                            )Weighted average number of common
      shares
                                            
                                            
                                            28,496,800
                                            
                                            
                                            
                                            24,570,000
                                            
                                            
                                            
                                            13,468,044
 
 The
accompanying notes are an integral part of these financial
statements.
  F-2
  GOLDEN
OPPORTUNITIES CORPORATION
 (a
development stage company)
 STATEMENTS
OF OPERATIONS
 For
the three months ending October 31, 2010 and 2009
 
 3
      MONTHS
                                                  
                                                  
                                                  3
      MONTHSENDING
                                                  
                                                  
                                                  ENDING10/31/2010
                                                  
                                                  
                                                  10/31/2009REVENUE
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -COST OF SERVICES
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -GROSS PROFIT OR (LOSS)
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -GENERAL AND ADMINISTRATIVE
      EXPENSES
                                                  
                                                  
                                                  415
                                                  
                                                  
                                                  
                                                  7,193OPERATING NET INCOME (LOSS)
                                                  
                                                  
                                                  (415
                                                  )
                                                  
                                                  
                                                  (7,193
                                                  )INTEREST EXPENSE
                                                  
                                                  
                                                  562
                                                  
                                                  
                                                  
                                                  460NET INCOME (LOSS)
                                                  
                                                  
                                                  (977
                                                  )
                                                  
                                                  
                                                  (7,653
                                                  )ACCUMULATED DEFICIT, BEGINNING
      BALANCE
                                                  
                                                  
                                                  (1,170,782
                                                  )
                                                  
                                                  
                                                  (512,586
                                                  )ACCUMULATED DEFICIT, ENDING
      BALANCE
                                                  
                                                  
                                                  (1,171,759
                                                  )
                                                  
                                                  
                                                  (520,239
                                                  )Loss per share, Basic and
      Diluted
                                                  
                                                  $
                                                  (0.000
                                                  )
                                                  
                                                  $
                                                  (0.000
                                                  )Weighted average number of common
      shares
                                                  
                                                  
                                                  28,570,000
                                                  
                                                  
                                                  
                                                  24,570,000
 
 The
accompanying notes are an integral part of these financial
statements.
  F-3
  GOLDEN
OPPORTUNITIES CORPORATION
 (a
development stage company)
 STATEMENT
OF STOCKHOLDERS' DEFICIENCY
 From
inception (February 2, 2005) through October 31, 2010
 
 COMMON
                          
                          
                          PAID
                          
                          
                          ACCUM.
                          
                          
                          TOTALSHARES
                          
                          
                          STOCK
                          
                          
                          IN CAPITAL
                          
                          
                          DEFICIT
                          
                          
                          EQUITYStock
      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
                          )
                          
                          
                          36,538Capital
      Contribution of imputed interest on related party loan
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          534
                          
                          
                          
                          -
                          
                          
                          
                          534Stock
      issued as compensation on January 2, 2009 at $0.16 per
    share
                          
                          
                          1,125,000
                          
                          
                          
                          1,125
                          
                          
                          
                          178,875
                          
                          
                          
                          -
                          
                          
                          
                          180,000Net
      Loss
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          (270,426
                          )
                          
                          
                          (270,426
                          )Total,
      January 31, 2009
                          
                          
                          24,570,000
                          
                          
                          
                          24,570
                          
                          
                          
                          416,914
                          
                          
                          
                          (494,838
                          )
                          
                          
                          (53,354
                          )
 
 The
accompanying notes are an integral part of these financial
statements.
  F-4
  GOLDEN
OPPORTUNITIES CORPORATION
 (a
development stage company)
 STATEMENT
OF STOCKHOLDERS' EQUITY
 From
inception (February 2, 2005) through October 31, 2010
 (continued)
 
 COMMON
                  
                  
                  PAID
                  
                  
                  ACCUM.
                  
                  
                  TOTALSHARES
                  
                  
                  STOCK
                  
                  
                  IN CAPITAL
                  
                  
                  DEFICIT
                  
                  
                  EQUITYIn-kind
      contribution
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  6,275
                  
                  
                  
                  -
                  
                  
                  
                  6275Capital
      Contribution of imputed interest on related party loan
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,644
                  
                  
                  
                  -
                  
                  
                  
                  1,644Net
      Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (26,654
                  )
                  
                  
                  (26,654
                  )Total,
      January 31, 2010
                  
                  
                  24,570,000
                  
                  
                  
                  24,570
                  
                  
                  
                  424,833
                  
                  
                  
                  (521,492
                  )
                  
                  
                  (72,089
                  )Stock
      issued as compensation on February 5, 2010 at $0.16 per
    share
                  
                  
                  4,000,000
                  
                  
                  
                  4,000
                  
                  
                  
                  636,000
                  
                  
                  
                  -
                  
                  
                  
                  640,000Capital
      Contribution of imputed interest on related party loan
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,663
                  
                  
                  
                  -
                  
                  
                  
                  1,663Net
      Loss
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (650,267
                  )
                  
                  
                  (650,267
                  )Total,
      October 31, 2010
                  
                  
                  28,570,000
                  
                  
                  $
                  28,570
                  
                  
                  $
                  1,062,496
                  
                  
                  $
                  (1,171,759
                  )
                  
                  $
                  (80,693
                  )
 
 The
accompanying notes are an integral part of these financial
statements.
  F-5
  GOLDEN
OPPORTUNITIES CORPORATION
 (a
development stage company)
 STATEMENTS
OF CASH FLOWS
 For
the nine months ending October 31, 2010 and 2009, and
 from
inception (February 2, 2005) through October 31, 2010
 
 9
      MONTHS
                                              
                                              
                                              9
      MONTHSENDING
                                              
                                              
                                              ENDING
                                              
                                              
                                              FROM10/31/2010
                                              
                                              
                                              10/31/2009
                                              
                                              
                                              INCEPTIONCASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
                                              
                                              $
                                              (650,267
                                              )
                                              
                                              $
                                              (25,401
                                              )
                                              
                                              $
                                              (1,171,759
                                              )In-kind
      Contribution
                                              
                                              
                                              -
                                              
                                              
                                              
                                              6,275
                                              
                                              
                                              
                                              6,275Interest
      as in-kind contribution
                                              
                                              
                                              1,663
                                              
                                              
                                              
                                              1,177
                                              
                                              
                                              
                                              3,841Stock
      issued as compensation
                                              
                                              
                                              640,000
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              1,035,350Increase
      (Decrease) in Accrued Expenses
                                              
                                              
                                              203
                                              
                                              
                                              
                                              (6,623
                                              )
                                              
                                              
                                              6,250Total
      adjustments to net income
                                              
                                              
                                              641,866
                                              
                                              
                                              
                                              829
                                              
                                              
                                              
                                              1,051,716Net
      cash used in operating activities
                                              
                                              
                                              (8,401
                                              )
                                              
                                              
                                              (24,572
                                              )
                                              
                                              
                                              (120,043
                                              )CASH
      FLOWS FROM INVESTING ACTIVITIESNone
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -Net
      cash flows provided by (used in) investing activities
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -CASH
      FLOWS FROM FINANCING ACTIVITIESShareholder
      loan proceeds
                                              
                                              
                                              8,856
                                              
                                              
                                              
                                              24,568
                                              
                                              
                                              
                                              74,908Proceeds
      from capital contributions
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              100Proceeds
      from stock issuance
                                              
                                              
                                              
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              45,500Net
      cash flows provided by financing activities
                                              
                                              
                                              8,856
                                              
                                              
                                              
                                              24,568
                                              
                                              
                                              
                                              120,508CASH
      RECONCILIATIONNet
      increase (decrease) in cash
                                              
                                              
                                              455
                                              
                                              
                                              
                                              (4
                                              )
                                              
                                              
                                              465Cash
      - beginning balance
                                              
                                              
                                              10
                                              
                                              
                                              
                                              3
                                              
                                              
                                              
                                              -CASH
      BALANCE - END OF PERIOD
                                              
                                              $
                                              465
                                              
                                              
                                              $
                                              (1
                                              )
                                              
                                              $
                                              465
 
 The
accompanying notes are an integral part of these financial
statements.
  F-6
  Golden
Opportunities Corporation
 (a
development stage company)
 NOTES TO
FINANCIAL STATEMENTS
 
 NOTE
1 - ORGANIZATION
 
 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.
 
 NOTE
2 – SUMMARY OF SIGNIFICANT ACCONTING POLICIES
 
 Basis of
presentation
 
 The
accompanying interim financial statements for the three and nine months ended
October 31, 2010 and 2009, and the period from February 2, 2005 (Inception)
through October 31, 2010 are unaudited and have been prepared in accordance with
accounting principles generally accepted in the United States of America (“U.S.
GAAP”) for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by U.S. GAAP for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. The results of operations realized during an interim period are not
necessarily indicative of results to be expected for a full year. These
financial statements should be read in conjunction with the information filed on
Form 10-K, which was declared effective on May 21, 2010.
  F-7
  Development stage
company
 
 The
Company is a development stage company as defined by section 915-10-20 of the
FASB Accounting Standards Codification.  The Company is still devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced.  All losses accumulated since
inception have been considered as part of the Company's development stage
activities.
 
 Use of
estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amount of revenues and expenses during the
reporting period. Actual results could differ from these estimates.
 
 Due to
the limited level of operations, the Company has not had to make material
assumptions or estimates other than the assumption that the Company is a going
concern.
 
 Fiscal year
end
 
 The
Company elected January 31 as its fiscal year end upon its
formation.
 
 Cash
equivalents
 
 The
Company considers all highly liquid investments with maturities of three months
or less at the time of purchase to be cash equivalents.
 
 Fair value of financial
instruments
 
 The
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph
820-10-35-37”) to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in generally
accepted accounting principles (U.S. GAAP), and expands disclosures about fair
value measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair
value hierarchy which prioritizes the inputs to valuation techniques used to
measure fair value into three (3) broad levels.  The fair value hierarchy
gives the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to unobservable
inputs.  The three (3) levels of fair value hierarchy defined by Paragraph
820-10-35-37 are described below:
  Level
      1
                
                Quoted
      market prices available in active markets for identical assets or
      liabilities as of the reporting date.Level
      2
                
                Pricing
      inputs other than quoted prices in active markets included in Level 1,
      which are either directly or indirectly observable as of the reporting
      date.Level
      3
                
                Pricing
      inputs that are generally observable inputs and not corroborated by market
      data.
 
 The
carrying amounts of the Company’s financial assets and liabilities, such as cash
and accrued expenses, approximate their fair values because of the short
maturity of these instruments.
  F-8
  The
Company does not have any assets or liabilities measured at fair value on a
recurring or a non-recurring basis, consequently, the Company did not have any
fair value adjustments for assets and liabilities measured at fair value at
October 31, 2010, nor gains or losses are reported in the statement of
operations that are attributable to the change in unrealized gains or losses
relating to those assets and liabilities still held at the reporting date for
the interim period ended October 31, 2010 or for the period from February2, 2005
(inception) through October 31, 2010.
 
 Revenue
recognition
 
 The
Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition.  The Company recognizes revenue when
it is realized or realizable and earned.  The Company considers revenue
realized or realizable and earned when all of the following criteria are met:
(i) persuasive evidence of an arrangement exists, (ii) the product has been
shipped or the services have been rendered to the customer, (iii) the sales
price is fixed or determinable, and (iv) collectability is reasonably
assured.
 
 Income
taxes
 
 The
Company accounts for income taxes under Section 740-10-30 of the FASB Accounting
Standards Codification.  Deferred income tax assets and liabilities are
determined based upon differences between the financial reporting and tax bases
of assets and liabilities and are measured using the enacted tax rates and laws
that will be in effect when the differences are expected to reverse. 
Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be
realized.  Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
the statements of operations in the period that includes the enactment
date.
 
 The
Company adopted section 740-10-25 of the FASB Accounting Standards Codification
(“Section 740-10-25”). Section 740-10-25 addresses the determination of whether
tax benefits claimed or expected to be claimed on a tax return should be
recorded in the financial statements.  Under Section 740-10-25, the Company
may recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position.  The tax
benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than fifty percent
(50%) likelihood of being realized upon ultimate settlement.  Section
740-10-25 also provides guidance on de-recognition, classification, interest and
penalties on income taxes, accounting in interim periods and requires increased
disclosures.  The Company had no material adjustments to its liabilities
for unrecognized income tax benefits according to the provisions of Section
740-10-25.
 
 Net loss per common
share
 
 Net loss
per common share is computed pursuant to section 260-10-45 of the FASB
Accounting Standards Codification.  Basic net loss per share is computed by
dividing net loss by the weighted average number of shares of common stock
outstanding during the period.  Diluted net loss per share is computed by
dividing net loss by the weighted average number of shares of common stock and
potentially dilutive outstanding shares of common stock during each period.
There were no potentially dilutive shares outstanding for the interim period
ended October 31, 2010 or for the period from February 2, 2005 (inception)
through October 31, 2010.
 
 Commitments and
contingencies
 
 The
Company follows subtopic 450-20 of the FASB Accounting Standards Codification to
report accounting for contingencies.  Liabilities for loss contingencies
arising from claims, assessments, litigation, fines and penalties and other
sources are recorded when it is probable that a liability has been incurred and
the amount of the assessment can be reasonably estimated.
 
 F-9
  Cash flows
reporting
 
 The
Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards
Codification for cash flows reporting, classifies cash receipts and payments
according to whether they stem from operating, investing, or financing
activities and provides definitions of each category, and uses the indirect or
reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25
of the FASB Accounting Standards Codification to report net cash flow from
operating activities by adjusting net income to reconcile it to net cash flow
from operating activities by removing the effects of (a) all deferrals of past
operating cash receipts and payments and all accruals of expected future
operating cash receipts and payments and (b) all items that are included in net
income that do not affect operating cash receipts and payments.  The
Company reports the reporting currency equivalent of foreign currency cash
flows, using the current exchange rate at the time of the cash flows and the
effect of exchange rate changes on cash held in foreign currencies is reported
as a separate item in the reconciliation of beginning and ending balances of
cash and cash equivalents and separately provides information about investing
and financing activities not resulting in cash receipts or payments in the
period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards
Codification.
  Common Stock Recorded as
Compensation
 
 The
Company does not have an employee stock compensation package set up at this
time. The stock compensation that has
been granted falls under Rule 144 of the Securities Act of 1933. Compliance with
Rule 144 is discussed in
 the
following paragraph.
 
 In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common
stock for at least one year is entitled to sell within any three month period a
number of shares that does
 not
exceed the greater of:
 1. 
1% of the number of shares of the company's common stock then
outstanding.
 2. The
average weekly trading volume of the company's common stock during the four 
 calendar weeks preceding the filing of a notice on form 144 with respect to the
sale.
 
 Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current
public information about the company.
 
 Effective
February 15, 2008, the holding period requirement under Rule 144 for
‘‘restricted securities’’ of issuers that are
subject to the reporting requirements of the Securities Exchange Act of 1934 is
shortened to six months. Restricted
securities of issuers that are not subject to the Exchange Act reporting
requirements will continue to be subject
to a one-year holding period prior to any public resale.
 
 Subsequent
events
 
 The
Company follows the guidance in Section 855-10-50 of the FASB Accounting
Standards Codification for the disclosure of subsequent events. The Company will
evaluate subsequent events through the date when the financial statements
were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards
Codification, the Company as an SEC filer considers its financial statements
issued when they are widely distributed to users, such as through filing them on
EDGAR.
 
 NOTE
3 – GOING CONCERN
 
 As
reflected in the accompanying financial statements, the Company had a deficit
accumulated during the development stage of $1,171,759 at October 31, 2010, a
net loss of $650,267 and cash used in operations of $8,401 for the interim
period then ended, with no revenues earned during the period.
 
 While the
Company is attempting to commence operations and produce revenues, the Company’s
cash position may not be significant enough to support the Company’s daily
operations.  Management intends to raise additional funds by way of a
public or private offering.  Management believes that the actions presently
being taken to further implement its business plan and generate revenues provide
the opportunity for the Company to continue as a going concern.  While the
Company believes in the viability of its strategy to increase revenues and in
its ability to raise additional funds, there can be no assurances to that
effect.  The ability of the Company to continue as a going concern is
dependent upon the Company’s ability to further implement its business plan and
generate revenues.
 
 The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.
  F-10
  NOTE
4 – RELATED PARTY TRANSACTIONS
 
 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
January 2, 2009, the Company issued 1,125,000 shares of common stock as
compensation to an officer of the Company for a value of $180,000 or $0.16 per
share. (note 8)
 
 On
February 5, 2010, the Company issued 4,000,000 shares of common stock as
compensation to an officer of the Company for a value of $640,000 or $0.16 per
share. (note 8)
 
 From
inception to July 31, 2010, a related party has also loaned the Company money in
the form of loans payable totaling in $74,458.  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.
 
 NOTE
5 – STOCKHOLDERS’ 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.
  F-11
  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.
 
 On
January 2, 2009, the Company issued 1,125,000 shares of common stock as
compensation to an officer of the Company for a value of $180,000 or $0.16 per
share.
 
 On
February 5, 2010, the Company issued 4,000,000 shares of common stock as
compensation to an officer of the Company for a value of $640,000 or $0.16 per
share.
 
 NOTE
6 – INCOME TAXES
 
 The
Company has a net operating loss carry-forward of $1,171,759 that will expire 20
years after the years generated.  The loss generated for the year 2005,
2006, 2007, 2008, 2009 and 2010 was $2,225, $17,250, $204,937, $270,426,
$26,654, and $650,267, 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 $175,764 from inception through October 31,
2010.
 
 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 October 31, 2010 are as
follows:
 
 Deferred
tax assets:
 Federal
      net operating loss
                        
                        $
                        175,764Total
      Deferred Tax Asset
                        
                        
                        175,764Less
      valuation allowance
                        
                        
                        (175,764
                        )0
 
 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
                        %
 
 NOTE
7 – SUBSEQUENT EVENTS
 The
Company has evaluated all events that occurred after the balance sheet date
through the date when the financial statements were issued to determine if they
must be reported.  The Management of the Company determined that there were
no reportable subsequent events to be disclosed.
  F-12




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





This
Form 10-Q may contain “forward-looking statements”. These statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements may include, without
limitation, statements about the Company’s market opportunities, strategies,
competition and expected activities and expenditures, and at times may be
identified by the use of words such as “may”, “will”, “could”, “should”,
“would”, “project”, “believe”, “anticipate”, “expect”, “plan”, “estimate”,
“forecast”, “potential”, “intend”, “continue” and variations of these words or
comparable words. Forward-looking statements inherently involve risks and
uncertainties. Accordingly, actual results may differ materially from those
expressed or implied by these forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to the
risks described below under “Risk Factors” in Part II, Item 1A. The
Company undertakes no obligation to update any forward-looking statements for
revisions or changes after the date of this Form 10-Q.





Overview





Golden
Opportunities Corporation (the “Company”), was incorporated in the state of
Delaware as of February 2, 2005 as 51147, Inc., on June 10, 2008 we filed a
certificate of amendment changing our name to Golden Opportunities Corporation.
We were originally incorporated as a blank check company to locate and negotiate
with a business entity for the combination of that target company with us. In
November 2007, we changed our business model to use the experiences of our sole
executive and commenced implementing our plan as a business partner with active
companies in the marketing or financial public relations market such as,
assisting our clients in the process of going public and other types of fund
raising activities. We also work with other companies actively engaged in the
professional services market or in the sales and /or manufacture and
distribution of products or services in Asia.





The
world-wide impact of the economic recession of 2009 and continuing through 2010
has delayed the execution of our business plan. However, we continue to seek out
the best potential opportunity for the shareholders. While we will not need to
merge or acquire companies we will remain open to any sound business combination
to achieve success. We intend to establish our initial offices in Hong Kong
(SAR), China, or Shenzhen, China—and expand into emerging markets in
Asia.





In light
of the current economic situation, we continue to evaluate a number of
temporary-to-permanent office locations in Hong Kong central to many businesses
operating in Asia. Rent has become more competitive over last 12 months and we
are looking for the most favorable situation for the Company.





The
comprehensive scope of our professional services will include:





·
            Professional strategic analysis
      and recommendation;


·
            Formulation of overall promotion
      strategy;


·
              Execution of investor relations
      campaigns;


·
              Formulation of media promotion
      strategy;


·
            Road show
      organization;


·
            Formulation of contingency
      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”).


3


The
financial statements included elsewhere in this prospectus have been prepared in
conformity with generally accepted accounting principles in the United States,
which contemplates continuation as a going concern.  However, we have not
generated any operating revenue, expect to generate operating losses during some
or all of our planned development stages, 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.


Creditor





Results of
Operations





The
Company did not have any operating income from inception through October 31,
2010.  For the nine months ended October 31, 2010, the registrant
recognized a net loss of $650,267 and for the period from inception through
October 31, 2010, the registrant recognized a net less of $1,171,759. Some
general and administrative expenses during the quarter were accrued. Expenses
for the periods were comprised of costs mainly associated with travel, legal and
accounting.





Capital Resources and
Liquidity




As of
October 31, 2010, we had $465 in cash. We do not anticipate the purchase or sale
of any significant equipment outside of personal computing, mobile and
organizational tools. If adequate financing is raised, we may add additional
management/consultant personnel.





Capital
Resources and Liquidity





At
October 31, 2010, the Company had some capital resources and will rely upon the
issuance of common stock and additional capital contributions from shareholders
to fund administrative expenses pending acquisition of an operating
company.





We
believe we can satisfy our cash requirements for the next twelve months with our
current cash, shareholder advances, Company shares and expected revenues.
However, completion of our Plan of Operations is subject to attaining adequate
revenue. We cannot assure investors that adequate revenues will be generated. In
the absence of our projected revenues, we may be unable to proceed with our Plan
of Operations. Even without adequate revenues within the next twelve months, we
still anticipate being able to continue with our present activities, but we may
require additional financing.




The exact
allocation, purposes and timing of any monies raised in subsequent private
financings may vary significantly depending upon the exact amount of funds
raised and our progress with the execution of our Plan of
Operations.




In the
event we are not successful in reaching our initial revenue targets, additional
funds may be required, and we may not be able to proceed with our business plan
for the development of identified services. Should this occur, we would likely
seek additional financing to support the continued operation of our business. It
is foreseeable that we could continue to incur future operating
losses.





Critical Accounting
Policies




Our
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.


4


Recent Accounting
Pronouncements




In
December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
160, “Noncontrolling Interests
in Consolidated Financial Statements – an amendment of ARB No.
51”.  This statement improves the relevance, comparability, and
transparency of the financial information that a reporting entity provides in
its consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the non-controlling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained non-controlling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the non-controlling owners.  SFAS No. 160
affects those entities that have an outstanding non-controlling interest in one
or more subsidiaries or that deconsolidate a subsidiary.  SFAS No. 160
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Early adoption is prohibited. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
reporting by requiring enhanced disclosures of an entity’s derivative
instruments and hedging activities and their effects on the entity’s financial
position, financial performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative
Instruments and Hedging Activities” (SFAS 133) as well as related hedged items,
bifurcated derivatives, and non-derivative instruments that are designated and
qualify as hedging instruments. Entities with instruments subject to SFAS 161
must provide more robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008,
with early application permitted. We are currently evaluating the disclosure
implications of this statement.




In
April 2008, the FASB issued FASB Staff Position (“FSP”) SFAS No. 142-3, “Determination of the Useful Life of
Intangible Assets”. This FSP amends the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible
Assets”(“SFAS 142”). The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS 141R, and other GAAP. This FSP is effective for
financial statements issued for fiscal years beginning after December 15,
2008, and interim periods within those fiscal years. Early adoption is
prohibited. The Company is currently evaluating the impact of SFAS FSP 142-3,
but does not expect the adoption of this pronouncement will have a material
impact on its financial position, results of operations or cash
flows.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162”).  SFAS 162 identifies the sources
of accounting principles and the framework for selecting principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States.  This statement shall be effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s amendments to
AU section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles.  The Company is currently evaluating
the impact of SFAS 162, but does not expect the adoption of this pronouncement
will have a material impact on its financial position, results
of operations or cash flows.


5


In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under FASB Statement No. 60, Accounting and Reporting by
Insurance Enterprises. This results in inconsistencies in the recognition and
measurement of claim liabilities. This Statement requires that an insurance
enterprise recognize a claim liability prior to an event of default (insured
event) when there is evidence that credit deterioration has occurred in an
insured financial obligation. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. The adoption of FASB 163 is not expected to
have a material impact on the Company’s financial position.





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 RISK





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




ITEM
4. CONTROLS AND PROCEDURES




Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), within 90 days of the filing date of this report.
In designing and evaluating the Company’s disclosure controls and procedures,
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving their
objectives and management necessarily applied its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. Based on this
evaluation, the Company’s chief executive officer and chief financial officer
concluded that as of October 31, 2010, the Company’s disclosure controls and
procedures were (1) designed to ensure that material information relating to the
Company, including its consolidated subsidiaries, is made known to the Company’s
chief executive officer and chief financial officer by others within those
entities, particularly during the period in which this report was being prepared
and (2) effective, in that they provide reasonable assurance that information
required to be disclosed by the Company in the reports that it 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.





Limitations
on the Effectiveness of Internal Controls





Management
does not expect that our disclosure controls and procedures or our internal
control over financial reporting will necessarily prevent all fraud and material
errors. An internal 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 on all
internal control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the
Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. The design of any system of internal control
is also based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions. Over time, controls may
become inadequate because of changes in circumstances, and/or the degree of
compliance with the policies and procedures may deteriorate. Because of the
inherent limitations in a cost effective internal control system, financial
reporting misstatements due to error or fraud may occur and not be detected on a
timely basis.


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There
have been no significant changes (including corrective actions with regard to
significant deficiencies or material weaknesses) in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of the evaluation referenced in the above paragraph.





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




No
applicable for smaller reporting company.





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




31.1
            Rule 13a-14(a)/15d-14(a)
      Certification of Chief Executive Officer and Chief Financial
      Officer




32.1
            Section
      1350 Certifications of Chief Executive Officer and Chief Financial
      Officer


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SIGNATURES





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





GOLDEN
      OPPORTUNITIES CORPORATIONDate:
      December 13, 2010
              By:
              /s/Michael A.
      ZahorikMichael
      A. ZahorikChief
      Executive Officer, Chief FinancialOfficer
      & Director


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