Umatrin Holding Ltd - Quarter Report: 2009 October (Form 10-Q)

Unassociated Document

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, 2009

¨	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 Incorporation or Organization)	(I.R.S. Employer Identification Number)

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 January 6, 2010 was 24,570,000 shares of common stock.

GOLDEN OPPORTUNITIES CORPORATION

FORM 10-Q

October 31, 2009

TABLE OF CONTENTS

PART I— FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7

Item 4T.	Controls and Procedures	7

PART II— OTHER INFORMATION

Item 1.	Legal Proceedings	8

Item 1A.	Risk Factors	8

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8

Item 3.	Defaults Upon Senior Securities	8

Item 4.	Submission of Matters to a Vote of Security Holders	8

Item 5.	Other Information	8

Item 6.	Exhibits	8

SIGNATURES		8

PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GOLDEN OPPORTUNITIES CORPORATION

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2009

GOLDEN OPPORTUNITIES CORPORATION

(a development stage company)

Financial Statements Table of Contents

FINANCIAL STATEMENTS	Page #

Balance Sheet	F-1

Statement of Operations and Retained Deficit	F-2

Statement of Stockholders Equity	F-3 - F-4

Cash Flow Statement	F-5

Notes to the Financial Statements	F-6

GOLDEN OPPORTUNITIES CORPORATION

(a development stage company)

BALANCE SHEET

As of October 31, 2009 and January 31, 2009

	10/31/2009			1/31/2009
ASSETS

CURRENT ASSETS

Cash	$	-		$	3

Total Current Assets		-			3

TOTAL ASSETS	$	-		$	3

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES

Bank Overdraft		1			-
Accrued Expenses		7,180			13,803
Loan - Related Party		64,122			39,554

Total Current Liabilities		71,303			53,357

TOTAL LIABILITIES		71,303			53,357

STOCKHOLDER'S EQUITY

Common Stock - Par value $0.001; Authorized: 100,000,000 Issued and Outstanding: 24,570,000 and 24,570,000		24,570			24,570
Additional Paid-In Capital		424,366			416,914
Accumulated Deficit		(520,239	)		(494,838	)

Total Stockholder's Equity		(71,303	)		(53,354	)

TOTAL LIABILITIES AND EQUITY	$	-		$	3

The accompanying notes are an integral part of these financial statements.

F-1

GOLDEN OPPORTUNITIES CORPORATION

(a development stage company)

STATEMENT OF OPERATIONS

For the nine and three months ending October 31, 2009 and 2008, and

from inception (February 2, 2005) through October 31, 2009

	9 MONTHS			3 MONTHS			9 MONTHS			3 MONTHS
	ENDING			ENDING			ENDING			ENDING			FROM
	10/31/2009			10/31/2009			10/31/2008			10/31/2008			INCEPTION

REVENUE	$	-		$	-		$	-		$	-		$	-

COST OF SERVICES		-			-			-			-			-

GROSS PROFIT OR (LOSS)		-			-			-			-			-

GENERAL AND ADMINISTRATIVE EXPENSES		24,224			7,193			86,635			48,362			518,528

OPERATING NET INCOME (LOSS)		(24,224	)		(7,193	)		(86,635	)		(48,362	)		(518,528	)

INTEREST EXPENSE		1,177			460			237			190			1,711

NET INCOME (LOSS)		(25,401	)		(7,653	)		(86,872	)		(48,552	)		(520,239	)

ACCUMULATED DEFICIT, BEGINNING BALANCE		(494,838	)		(512,586	)		(224,412	)		(262,732	)		-

ACCUMULATED DEFICIT, ENDING BALANCE	$	(520,239	)	$	(520,239	)	$	(311,284	)	$	(311,284	)	$	(520,239	)

Earnings (loss) per share	$	(0.001	)				$	(0.004	)				$	(0.021	)

Weighted average number of common shares		24,570,000						23,445,000						24,570,000

The accompanying notes are an integral part of these financial statements.

F-2

GOLDEN OPPORTUNITIES CORPORATION

(a development stage company)

STATEMENT OF STOCKHOLDERS' EQUITY

From inception (February 2, 2005) through October 31, 2009

			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

Capital Contribution of imputed interest on related party loan		-		-		534		-			534

Stock issued as compensation on January 2, 2009 at $0.16 per share		1,125,000		1,125		178,875		-			180,000

Net 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-3

GOLDEN OPPORTUNITIES CORPORATION

(a development stage company)

STATEMENT OF STOCKHOLDERS' EQUITY

From inception (February 2, 2005) through October 31, 2009

(continued)

			COMMON		PAID		ACCUM.			TOTAL
	SHARES		STOCK		IN CAPITAL		DEFICIT			EQUITY

In-kind contribution		-		-		6,275		-			6275

Capital Contribution of imputed interest on related party loan		-		-		1,177		-			1,177

Net Loss								(25,401	)		(25,401	)

Total, October 31, 2009		24,570,000	$	24,570	$	424,366	$	(520,239	)	$	(71,303	)

The accompanying notes are an integral part of these financial statements.

F-4

GOLDEN OPPORTUNITIES CORPORATION

(a development stage company)

STATEMENTS OF CASH FLOWS

For the nine months ending October 31, 2009 and 2008, and

from inception (February 2, 2005) through October 31, 2009

	9 MONTHS			9 MONTHS
	ENDING			ENDING			FROM
	10/31/2009			10/31/2008			INCEPTION
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	$	(25,401	)	$	(86,872	)	$	(520,239	)

In-kind Contribution		6,275			-			6,275
Interest		1,177			237			1,711
Stock issued as compensation		-			-			395,350
Increase (Decrease) in Accrued Expenses		(6,623	)		14,667			7,180

Total adjustments to net income		829			14,904			410,516

Net cash provided by (used in) operating activities		(24,572	)		(71,968	)		(109,723	)

CASH FLOWS FROM INVESTING ACTIVITIES

None		-			-			-

Net cash flows provided by (used in) investing activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES

Loan proceeds		24,568			28,802			64,122
Proceeds from capital contributions		-			-			100
Proceeds from stock issuance					-			45,500

Net cash flows provided by (used in) financing activities		24,568			28,802			109,722

CASH RECONCILIATION

Net increase (decrease) in cash		(4	)		(43,166	)		(1	)
Cash - beginning balance		3			43,163			-

CASH BALANCE - END OF PERIOD	$	(1	)	$	(3	)	$	(1	)

The accompanying notes are an integral part of these financial statements.

F-5

Golden Opportunities Corporation

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

1.	Summary of significant accounting policies:

Industry:

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

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

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

Professional strategic analysis and recommendation;

Professional legal or human resources provision;

Professional Strategic corporate consulting;

Formulation of overall corporate growth or IPO strategy;

Execution of investor relations campaigns;

Formulation of media promotion strategy;

Road show organization;

Formulation of contingency liquidation solutions;

Preparation of corporate promotional materials.

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

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

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

F-6

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

Results of Operations and Ongoing Entity:

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

Liquidity and Capital Resources:

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

Cash and Cash Equivalents:

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

Basis of Accounting:

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

Income Taxes:

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

Fair Value of Financial Instruments:

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

F-7

Concentrations of Credit Risk:

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

2.	Related Party Transactions and Going Concern:

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

The Company's shareholders fund The Company's activities while The Company takes steps to locate and negotiate with a business entity for combination; however, there can be no assurance these activities will be successful.

On June 30, 2006, the Company issued 275,000 shares at $0.01 per share to its President in acceptance of travel and administrative expenses paid on behalf of the Company. (note 8)

On August 15, 2006, the Company issued 1,250,000 shares at $0.01 per share to its President in acceptance of travel and administrative expenses paid on behalf of the Company. (note 8)

On November 1, 2007, the Company issued 3,000,000 shares of common stock as compensation to an officer of the Company for a value of $30,000 or $0.01 per share. (note 8)

On November 1, 2007, the Company issued 700,000 shares at $0.01 per share to related party in acceptance of third party contract services. (note 8)

On 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)

From inception to October 31, 2009, a related party has also loaned the Company money in the form of loans payable totaling in $64,122. The loan was created as a demand note with no interest stated. The Company imputes a nominal percentage of interest which is accounted for as a contribution to paid-in-capital.

3.	Accounts Receivable and Customer Deposits:

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

F-8

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)

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-9

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.

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 5,750,000 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 $520,239 that will expire 20 years after the years generated. The loss generated for the year 2005, 2006, 2007, 2008, and 2009 was $2,225, $17,250, $204,937, $270,426, and $25,401, 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.

F-10

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 $78,036 from inception through October 31, 2009.

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, 2009 are as follows:

Deferred tax assets:
Federal net operating loss	$	78,036
Total Deferred Tax Asset		78,036
Less valuation allowance		(78,036	)
		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	%

12.	Subsequent Events:

None know at this time.

F-11

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 an 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.

In doing so, we do not intend to merge with or into any third party in order to engage in active business. 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 are evaluating 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;

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, 2009. For the quarter ended October 31, 2009, the registrant recognized a net loss of $ (25,401) and for the period from inception through October 31, 2009, the registrant recognized a net less of $(520,239). Some general and administrative expenses during the quarter were accrued. Expenses for the quarter were comprised of costs mainly associated with travel, legal and accounting.

Capital Resources and Liquidity

As of October 31, 2009, we had $0 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, 2009 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

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 noncontrolling 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 noncontrolling 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 noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling 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 nonderivative 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.

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

Not required for Smaller Reporting Companies.

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, 2009, 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.

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

Not 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

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 CORPORATION

Date: January 8, 2010	By:	/s/ Michael A. Zahorik
		Michael A. Zahorik
		Chief Executive Officer, Chief Financial
		Officer & Director