Umatrin Holding Ltd - Quarter Report: 2008 April (Form 10-Q)

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 Filer o

Accelerated Filer o

Non-Accelerated Filer o

Smaller Reporting Company x

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 Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition	3-4
Item 3	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4T.	Control and Procedures	5

PART II— OTHER INFORMATION

Item 1	Legal Proceedings	6
Item 1A	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Submission of Matters to a Vote of Security Holders	6
Item 5.	Other Information	6
Item 6.	Exhibits and Reports on Form 8-K	6

SIGNATURE		7

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 STATEMENTS

Balance Sheet	F-1

Statement of Operations and Retained Deficit	F-2

Statement of Stockholders Equity	F-3

Cash Flow Statement	F-4

Notes 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		$	43,163

Total Current Assets		19,419			43,163

TOTAL ASSETS	$	19,419		$	43,163

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES

Accrued Expenses	$	7,125		$	6,625
Loan - 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			23,445
Additional Paid-In Capital		237,527			237,505
Accumulated 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	$	-	$	-		$	100

Net 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		-			2,750

Stock Issued on acceptance of expenses paid August 15, 2006		1,250,000		1,250		11,250		-			12,500

Net Loss								(17,250	)		(17,250	)

Total, January 31, 2007		1,625,000	$	1,625	$	13,725	$	(19,475	)	$	(4,125	)

Capital Contributed						100		-			100

Stock issued as compensation on November 1, 2007 at $0.001 per share		20,000,000		20,000		180,000		-			200,000

Stock issued for cash on November 13, 2007 at $0.025 per share on private placement		1,000,000		1,000		24,000		-			25,000

Stock issued for cash on November 23, 2007 at $0.025 per share on private placement		600,000		600		14,400		-			15,000

Stock issued for cash on November 29, 2007 at $0.025 per share on private placement		180,000		180		4,320		-			4,500

Stock issued for cash on January 22, 2008 at $0.025 per share on private placement		40,000		40		960		-			1,000

Net 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	$	-		$	22

Net 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			-			22
Stock issued as compensation		-			-			215,350
Increase (Decrease) in Accrued Expenses		500			500			7,125

Total adjustments to net income		522			500			222,497

Net 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			-			4,500
Proceeds from capital contributions		-						100
Proceeds from stock issuance		-			-			45,500

Net cash flows provided by (used in) financing activities		4,500			-			50,100

CASH RECONCILIATION

Net increase (decrease) in cash		(23,744	)		-			19,419
Cash - 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	$	37,977
State net operating loss		12,659

Total Deferred Tax Asset		50,636
Less 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.

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:

	*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	$	10,500
Singapore (1)		10,000		2,500		2,500		2,500		7,500
Vietnam (1)		7,500		2,500		2,500		2,500		5,000
Thailand (1)		7,500		1,500		2,500		1,500		2,500
Malaysia (1)		7,500		1,500		2,500		1,500		2,500
Philippines (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.

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

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. Zahorik
		Chief Financial Officer, and Director