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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549

FORM 10-QSB

(Mark one)
ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended February 28, 2007

 

r TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________to___________

Commission file number 333-130934

GOLDEN ARIA CORP.

(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

20-1970188
(IRS Employer Identification No.)

#604 – 700 West Pender Street, Vancouver, British Columbia, Canada V6C 1G8
(Address of principal executive offices)

(604) 602-1633
(Issuer's Telephone Number)

n/a
(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 1b-2 of the Exchange Act).

Yes r No ý .

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:

Outstanding as of January 8, 2007: 13,410,000 common shares

Transitional Small Business Disclosure Format (Check one): Yes r No ý





 

TABLE OF CONTENTS

Page #

PART I - FINANCIAL INFORMATION

Item 1:

Financial Statements

3

Item 2:

Management's Discussion and Analysis or Plan of Operation

4

Item 3:

Controls and Procedures

5

PART II - OTHER INFORMATION

Item 1:

Legal Proceedings

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

6

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The following interim unaudited financial statement for the period ended February 28, 2007:

(a)

Unaudited Interim Balance Sheets as of February 28, 2007 and August 31, 2006

F-1

(b)

Unaudited Interim Statements of Operations for the three month period ended February 28, 2007 and 2006 and the Cumulative Period from Inception on November 24, 2004 to February 28, 2007



F-2

(c)

Unaudited Interim Statements of Cash Flows for the three months ended February 28, 2007 and 2006 and the Cumulative Period from Inception on November 24, 2004 to February 28, 2007



F-3

(d)

Unaudited Interim Statements of Changes in Stockholders' Equity for the Period from Inception on November 24, 2004 to February 28, 2007


F-4

(e)

Notes to Unaudited Interim Financial Statements

F-5

These unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-QSB. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended February 28, 2007 are not necessarily indicative of the results that can be expected for the full year.

2




GOLDEN ARIA CORP.

(An Exploration Stage Company)

INTERIM UNAUDITED FINANCIAL STATEMENTS

February 28, 2007

(Unaudited)
(Expressed in U.S. Dollars)





GOLDEN ARIA CORP.
(An Exploration Stage Company) 
BALANCE SHEETS
(Expressed in U.S. Dollars)

    FEBRUARY 28,     AUGUST 31,  
    2007     2006  
    (unaudited)     (audited)  
ASSETS         
Current         
       Cash and cash equivalents  $  23,427   $  153,329  
       Prepaid expenses and deposit    5,490     12,589  
Total current assets    28,917     165,918  
Mineral properties (Note 4)    1     1  
Total Assets  $  28,918   $  165,919  
LIABILITIES AND STOCKHOLDERS' EQUITY         
LIABILITIES         
Current         
       Accounts payable  $  46,373   $  43,793  
       Accrued liabilities    7,000     6,225  
       Due to related parties (Note 5)    27,200     -  
Total Current Liabilities    80,573     50,018  
STOCKHOLDERS' EQUITY (DEFICIENCY)         
Share capital         
       Authorized:         
               75,000,000 common shares with a par value of $0.001 per share         
       Issued and outstanding:         
               13,410,000 common shares    13,410     13,410  
Additional paid-in capital    467,190     467,190  
Deficit accumulated during the exploration stage    (532,255 )    (367,774 ) 
Total Stockholders' Equity (Deficiency)    (51,655 )    112,826  
Total Liabilities and Stockholders' Equity  $  28,918     162,844  

The accompanying notes are an integral part of these financial statements

F-1

 


 

GOLDEN ARIA CORP.
(An Exploration Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) 
NOVEMBER 24, 2004 (inception) TO FEBRUARY 28, 2007 
(Expressed in U.S. Dollars)

                  DEFICIT      
                  ACCUMULATED      
  COMMON STOCK    ADDITIONAL    STOCK     DURING     TOTAL  
          PAID-IN    TO BE     EXPLORATION     STOCKHOLDERS'  
  SHARES    AMOUNT    CAPITAL    ISSUED     STAGE     EQUITY  
Balance November 24, 2004 (Inception)  -  $  -  $  -  $  -   $  -   $  -  
Issuance of common stock for cash  10,935,000    10,935    98,415    -     -     109,350  
         at $0.01 per share on March 22, 2005                       
Issuance of common stock for cash  2,225,000    2,225    331,525    -     -     333,750  
         at $0.15 per share on April 6, 2005                       
Stock to be issued (Note 4(c))  250,000    -    37,250    250     -     37,500  
Comprehensive income (loss):                       
         (Loss) for the period  -    -    -    -     (167,683 )    (167,683 ) 
Balance, August 31, 2005  13,410,000    13,160    467,190    250     (167,683 )    312,917  
Stock issued on September 29, 2005  -    250    -    (250 )    -     -  
         (Note 4(c))                       
Comprehensive income (loss):                       
         (Loss) for the year  -    -    -    -     (200,091 )    (200,091 ) 
Balance, August 31, 2006  13,410,000    13,410    467,190    -     (367,774 )    112,826  
Comprehensive income (loss):                       
         (Loss) for the period  -    -    -    -     (164,481 )    (164,481 ) 
Balance, February 28, 2007  13,410,000  $  13,410  $  467,190  $  -   $  (532,255 )  $  (51,655 ) 

The accompanying notes are an integral part of these financial statements

F-2

 


 

GOLDEN ARIA CORP.
(An Exploration Stage Company) 
STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars) 
(Unaudited)

                  CUMULATIVE  
                  PERIOD FROM  
                  INCEPTION  
                  November 24, 2004  
  THREE MONTHS ENDED     SIX MONTHS ENDED     TO  
  FEBRUARY 28,     FEBRUARY 28,     FEBRUARY 28,  
  2007     2006     2007     2006     2007  
Expenses                   
     Accounting and audit  $ 10,218   $  4,148   $  29,395   $  18,148   $  88,837  
     Bank charges and exchange loss  233     18     402     68     701  
     Consulting (Note 5)  6,360     6,420     12,720     14,670     47,426  
     Exploration costs and option payment  121,943     -     94,251     17,706     293,201  
     Fees and dues  864     117     2,019     117     5,710  
     Investor relations  (250 )    -     2,953     -     2,953  
     Legal  5,206     10,611     12,885     16,766     69,844  
     Office and miscellaneous  (609 )    -     (366 )    50     5,160  
     Rent  5,629     1,605     9,672     3,210     18,502  
     Travel  2,381     -     2,381     -     3,268  
Total expenses  151,975     22,919     166,312     70,735     535,602  
(Loss) for the period before other income  (151,975 )    (22,919 )    (166,312 )    (70,735 )    (535,602 ) 
Other income                   
     Interest income  342     -     1,831     -     3,347  
Net (loss) for the period  $ (151,633 )  $  (22,919 )  $  (164,481 )  $  (70,735 )  $  (532,255 ) 
Basic and diluted loss per share  $ (0.01 )  $  (0.00 )  $  (0.01 )  $  (0.01 )  $  (0.05 ) 
Weighted average number of common shares                   
outstanding - basic and diluted  13,410,000     13,410,000     13,410,000     13,371,326     9,839,952  

The accompanying notes are an integral part of these financial statements

F-3

 


 

GOLDEN ARIA CORP.
(An Exploration Stage Company) 
STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
(Unaudited)

          CUMULATIVE  
          PERIOD FROM  
          INCEPTION  
          November 24, 2004  
  SIX MONTHS ENDED     TO  
  FEBRUARY 28,     FEBRUARY 28,  
  2007     2006     2007  
Cash flows used in operating activities           
     Net (loss)  $ (164,481 )  $  (70,735 )  $  (532,255 ) 
     Changes to reconcile loss to net used in operating activities           
  -     -     37,500  
     Adjusted cash flows used in operating activities  (164,481 )    (70,735 )    (494,755 ) 
     Change in non-cash working capital items:           
  7,099     1,087     (5,490 ) 
  2,580     11,758     46,373  
  775     14,634     7,000  
  2,755     4,280     5,830  
Net cash used in operating activities  (151,272 )    (38,976 )    (441,042 ) 
Cash flows used in Investing activities           
     Mineral resource property acquisition  -     -     (1 ) 
Net cash used in investing activities  -     -     (1 ) 
Cash flows from financing activities           
     Proceeds from issuance of common stock  -     -     443,100  
     Due to related parties  21,370     -     21,370  
Net cash from financing activities  21,370     -     464,470  
Increase (Decrease) in cash and cash equivalents  (129,902 )    (38,976 )    23,427  
     Cash and cash equivalents, beginning of period  153,329     338,930     -  
Cash and cash equivalents, end of period  $ 23,427   $  299,954   $  23,427  

The accompanying notes are an integral part of these financial statements

F-4

 

 




GOLDEN ARIA CORP.
(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS
February 28, 2007

(Unaudited)
(Expressed in U.S. Dollars)

1.

BASIS OF PRESENTATION

The unaudited interim financial statements as of February 28, 2007 and for the three and six months ended February 28, 2007 included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited interim financial statements should be read in conjunction with the August 31, 2006 audited annual financial statements and notes thereto. Operating results for the three and six months ended February 28, 2007 are not necessarily indicative of the results that may be expected for the year ended August 31, 2007.


2.

ORGANIZATION AND BUSINESS

The Company is an independent mining company engaged in the exploration, development and acquisition of mineral properties in the United States and Canada.

The Company was incorporated in the State of Nevada on November 24, 2004.


3.

GOING CONCERN UNCERTAINTY

The accompanying unaudited interim financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business for the foreseeable future. The Company incurred a net loss of $164,481 for the six months ended February 28, 2007 [net loss for the six months ended February 28, 2006 - $70,735] and as at February 28, 2007 has incurred cumulative losses of $532,255 that raises substantial doubt about its ability to continue as a going concern.  Management has been able, thus far, to finance the operations through equity financing and cash on hand.  There is no assurance that the Company will be able to continue to finance the Company on this basis.

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependant upon its ability to generate sufficient cash flow to meet its obligations on a timely basis, to obtain additional financing as may be required, to receive the continued support of the Company’s shareholders, and ultimately to obtain successful operations. These unaudited interim financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.


4.

MINERAL PROPERTIES

On April 6, 2005, the Company entered into an Exploration Agreement with an Option to Joint Venture (the "Agreement") with Miranda U.S.A. Inc. ("Miranda") for the company to acquire an undivided 60% interest in a mineral lease containing the mineral claims Coal #1 to Coal #64 (BLM-NMC number 847957 to 848020) located in the Coal Canyon, Cortez Area, Eureka County, Nevada, United States of America. Miranda's interest in the property is held by way of a 20 year mining lease dated May 27, 2004 from Nevada North Resources (U.S.A.) Inc.




If the Company fails to expend these required amounts, or complete the required work, then it will forfeit its property option interest.

The expenditures required to acquire the 60% are as follows:

(a)

Exploration Expenditures

Expending $1,000,000 in Exploration Expenditures on the property within a period of 4 years from the effective date April 6, 2005. The first year is considered to be from April 6, 2005 to December 31, 2005. Thereafter, the second through the fourth years of the Agreement shall correspond to calendar years. Minimum expenditures for each year shall be as follows:

By December 31, 2005 (Completed)

$   50,000

By December 31, 2006

100,000

By December 31, 2007

300,000

By December 31, 2008

550,000

 

$     1,000,000

The Company has the right to terminate the Agreement at any time without penalty, and without any obligation to make any future expenditures that would have been required under the Agreement, with the exception that if the Company terminates after June 1 in any year, the Company shall be responsible for the federal maintenance fees due in August of that year.

The agreement is subject to a Production Royalty to the underlying vendors, the amount of the Production Royalty being dependent on the price of gold as outlined below:

$275 or less per ounce 2.5%

$275.01 to $375 per ounce 3.0%

$375.01 to $475 per ounce 4.0%

$475.01 or greater 5.0%

At any time during the term of the agreement, the Production Royalty can be purchased down to a minimum of 2% at a rate of US$250,000 for each 0.25% of the Production Royalty purchased.

On December 5, 2006, the Company entered into a Rotary Drilling Agreement (“Agreement”) with Lang Exploratory Drilling to engage the drilling of Coal Canyon property in Eureaka County, Nevada.  Pursuant to the Agreement, the Company was required to make $75,000 deposit to be used against the cost of proposed drilling service. The drill program was completed during the period December 11 to December 18, 2006, inclusive.

Since April 6, 2005, the Company had commenced exploration work on the property and accumulated Exploration Expenditures in the amount of $215,702 had been incurred as at February 28, 2007.

(b)

Cash Payments

Cash payments to maintain the Company's interest in the property each year totaling $200,000 are required to be paid as follows:

April 6, 2005 (paid)

$   15,000

March 25, 2006 (paid)

25,000

March 25, 2007

25,000

March 25, 2008

35,000

March 25, 2008

100,000







 

$        200,000

As noted above, the Company has the right to terminate the Agreement at any time without penalty.

(c)

Issuance of Stock

On execution of the agreement the Company was to issue 250,000 shares, restricted pursuant to Rule 144, from its treasury to the vendor. On September 29, 2005 the shares were issued at fair value of $37,500.


(d)

Lease Payments

The Company agreed to assume and discharge all obligations set forth in the Nevada North Lease, including but not limited to, payment of the following advanced minimum royalties to Nevada North Resources:


May 27, 2005 (paid)

$    6,250

May 27, 2006 (paid)

6,250

May 27, 2007

10,000

May 27, 2008

10,000

 

$          32,500

5.

RELATED PARTIES

In the three month period ended February 28, 2007, the Company incurred $6,360 (February 28, 2006: $6,420) and $3,190 (February 28, 2006: $1,605); of consulting fees and office rent, respectively, to companies controlled by a director of the Company for the above noted consulting fees and office rents. At February 28, 2007, the Company owed $5,830 (February 28, 2006: $6,110) to directors and a company controlled by a director of the Company.  The related party transactions are recorded at the exchange amount established and agreed to between the related parties.

During the 2nd quarter, $21,370 was advanced to the Company by a company controlled by a director of the Company and remained unpaid as at February 28, 2007.  The amount due to related parties is unsecured, non-interest bearing and due on demand.

6.

COMMITMENTS - OTHER

The Company has entered into a month-to-month rental arrangement for office space in Vancouver, British Columbia, Canada for $530 per month.

On May 25, 2006, the Company has entered into an administration contract with Hurricane Corporate Services Ltd, an arms-length party, to provide administrative services to the Company for $2,860 per month commencing June 1, 2006.





7.

SUBSEQUENT EVENTS

(a)

On March 15, 2007, the Company entered into a Memorandum of Understanding (“MOU”) with 0743608 B.C. Ltd. (“0743608”), a company controlled by a director of the Company, to affect the sale of an oil & gas property interest at Queensdale from 0743608 to the Company.  The Company agrees to pay CAD$500,000 and 1,000,000 shares in the common stock for all its interest, including cash flows from the date of the MOU forward.  The Company will earn a 15% before payout (7.5% after payout) interest in the Queensdale wells and will also have the option to participate in further Queensdale field development.  

(b)

On March 23, 2007, the Company terminated the Exploration Agreement with an Option for Joint Venture (the "Agreement") with Miranda U.S.A. Inc. ("Miranda").



F-5




 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Statements

Historical results and trends should not be taken as indicative of future operations. Management's statements contained in this report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934 (the "Exchange Act"), as amended. Actual results may differ materially from those included in the forward-looking statements. The Company intends such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "believe,""expect,""intend,""anticipate,""estimate,""project,""prospects," or similar expressions. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to: unanticipated problems relating to exploration, hazards such as pollution, or other hazards which cannot be insured against or predicted, changes in economic conditions, availability of capital, competition, and generally accepted accounting principles. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included herein and in the Company's other filings with the SEC.

Management's Discussion and Analysis

We are an exploration company focused on developing North American mineral properties. Our current focus is on the exploration of our land portfolio comprised of an option to acquire a 60% interests in mineral lease claims, containing the mineral claims Coal #1 to Coal #64 (BLM-NMC number 847957 to 848020) located in the Coal Canyon, Cortez Area, Eureka County, Nevada United States of America in Nevada.

The following disclosure relates to each property that we have an interest in:

Coal Canyon, Cortez Area, Eureka County, Nevada

On April 6, 2005, we acquired an option to earn a 60% interest in mineral claims in Eureka County, Nevada, containing the mineral claims Coal #1 to Coal #64 (BLM-NMC number 847957 to 848020) located in the Coal Canyon, Cortez Area, Eureka County, Nevada, United States of America. Our interest option was acquired by us for costs as set out in note 4 of the unaudited interim financial statements. The mineral lease claims are owned by Miranda U.S.A. Inc. pursuant to a 20-year mineral lease dated May 27, 2004. At the present time there are no proven reserves.

On March 23, 2007, the Company terminated the above noted Option Agreement with Miranda U.S.A. Inc.




Results of Operations for the quarter ended February 28, 2007

For the quarter ended February 28, 2007, there were no revenues and there were no revenues for the same three-month period in the prior year.

For the quarter ended February 28, 2007 we incurred costs and expenses in the amount of $151,975, compared to costs and expenses of $22,919 for the corresponding period in the prior year.

This increase in costs and expenses is attributable to exploration and administrative expenses we incurred in connection with the following:

·

Exploration costs for the quarter ended February 28, 2007 amounted to $121,943 when compared to $0 for the same period in the prior year.  The increase in costs was associated with final drilling costs of the Company’s exploration property.  The Company has concluded after this exploration phase to abandon the property and terminate its relationship with the Operator.

·

Rent payment in connection with the acquisition of office space. During the quarter ended February 28, 2007, the Company incurred $5,629 (February 28, 2006: $1,605); the increase was caused by the allocation of costs paid for accounting services and the use of premises used by the President of the Company.

·

The fees paid to for audit and accounting for the quarter ended February 28, 2007 were $10,218 (February 28, 2006: $4,148); the increase was caused by payments made for accounting services.

Liquidity and Capital Resources

As of February 28, 2007, we had total current assets of $28,917 (August 31, 2006:  $165,918) while our total current liabilities as of February 28, 2007 were $80,573 (August 31, 2006:  $53,093). As a result, on February 28, 2007 we had a working capital deficit of $51,656 (August 31, 2006:  a working capital of $112,825). The decrease in working capital was caused by the Company’s expenditure on exploration and administration costs.

The Company relied on cash on hand previously raised through the issue of equity capital to fund our operations during the quarter ended February 28, 2007.

The company generates no revenue. We still anticipate the need to raise significant capital through the sale of equity securities on a private or public basis in order to sustain operations. It is uncertain whether we will be able to obtain the necessary capital.

We intend to fund operations and commitments over the next twelve months from our cash on hand, including our capital expenditures, working capital or other cash requirements. We believe cash from operating activities, and our existing cash resources may not be sufficient to meet our working capital requirements for the next 12 months. We will likely require additional funds to support the Company’s business plan.  Management intends to raise additional working capital through debt and equity financing. There can be no assurance that additional financing will be available on acceptable terms, if at all. If adequate funds are not available, we may be unable to take advantage of future opportunities, respond to competitive pressures, and may have to curtail operations.

Revenue Recognition

The company has no revenue. 




Item 3.     Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of February 28, 2007. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Chris Bunka. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of February 28, 2007, our disclosure controls and procedures are effective. There have been no significant changes in our internal controls over financial reporting during the quarter ended February 28, 2007 that have materially affected or are reasonably likely to materially affect such controls.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. 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 in all 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. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is 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, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

5




PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

We are not a party to any pending legal proceeding as at February 28, 2007. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

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

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended February 28, 2007.

Item 5.     Other Information

None

Item 6.      Exhibits

Exhibit No.

Description

3.1*

Articles of Incorporation

3.2*

Bylaws

4.1*

Specimen ordinary share certificate

31.1

Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications

32.1

Section 1350 Certifications

*Incorporated by reference to same exhibit filed with the Company's Registration Statement on Form SB-2 dated

January 10, 2006.

6




SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 12, 2007

GOLDEN ARIA CORP.

/s/ "Gerald Carlson"
Gerald Carlson
President (Principal Executive Officer) and member of the Board of Directors
4/12/2007

 

/s/ "Chris Bunka"
Chris Bunka
Chairman, Chief Executive Officer and member of the Board of Directors
4/12/2007


7




Rule 13a-14(a)/15d-14(a)

CERTIFICATIONS

I, Gerald Carlson, the President (Principal Executive Officer) and Director of Golden Aria Corp., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of GOLDEN ARIA CORP.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date April 12, 2007

 

By:

/s/ "Gerald Carlson"
Gerald Carlson
President (Principal Executive Officer)
and member of the Board of Directors





Rule 13a-14(a)/15d-14(a)

CERTIFICATIONS

I, Chris Bunka, Principal Financial Officer (Principal Accounting Officer), Secretary, Treasurer and Director of Golden Aria Corp., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of GOLDEN ARIA CORP.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: April 12, 2007

 

By:

/s/ "Chris Bunka"
Chris Bunka
Principal Financial Officer (Principal Accounting Officer), Secretary, Treasurer and member of the Board of Directors





Rule 13a-14(a)/15d-14(a)

CERTIFICATIONS

I, Chris Bunka, the Chairman, Chief Executive Officer and Director of Golden Aria Corp., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of GOLDEN ARIA CORP.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this quarterly report;

4. The small business issuer's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: April 12, 2007

 

By:

/s/ "Chris Bunka"
Chris Bunka
Chairman, Chief Executive Officer and member of the Board of Directors





Section 1350 Certifications

CERTIFICATE OF PRINCIPAL EXECUTIVE OFFICER

Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Gerald Carlson, President, (Principal Executive Officer) and Director of Golden Aria Corp. certify that the Quarterly Report on Form 10-QSB (the "Report") for the quarter ended February 28, 2007, filed with the Securities and Exchange Commission on the date hereof:

(i) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

(ii) the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of Golden Aria Corp.

Date: April 12, 2007

 

By:

/s/ "Gerald Carlson"
Gerald Carlson
President (Principal Executive Officer) and a member of the Board of Directors

 

A signed original of this written statement required by Section 906 has been provided to Golden Aria Corp. and will be retained by Golden Aria Corp. and furnished to the Securities and Exchange Commission or its staff upon request.





Section 1350 Certifications

CERTIFICATE OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Chris Bunka, Chief Financial Officer (Principal Accounting Officer), Secretary, Treasurer and Director of Golden Aria Corp. certify that the Quarterly Report on Form 10-QSB (the "Report") for the quarter ended February 28, 2007, filed with the Securities and Exchange Commission on the date hereof:

(i) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

(ii) the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of Golden Aria Corp.

Date: April 12, 2007

 

By:

/s/ "Chris Bunka"
Chris Bunka
Principal Financial Officer (Principal Accounting Officer), Secretary, Treasurer and a member of the Board of Directors

 

A signed original of this written statement required by Section 906 has been provided to Golden Aria Corp. and will be retained by Golden Aria Corp. and furnished to the Securities and Exchange Commission or its staff upon request.