form10-qgoldenaria.htm
 
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 May 31, 2008
 
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 May 31, 2008: 29,305,480 common shares
 
Transitional Small Business Disclosure Format (Check one): Yes r No ý

 
 
TABLE OF CONTENTS
Page #
     
PART I - FINANCIAL INFORMATION
Financial Statements
3
Management's Discussion and Analysis or Plan of Operation
16
Controls and Procedures
19
 
PART II - OTHER INFORMATION
Legal Proceedings
20
Unregistered Sales of Equity Securities and Use of Proceeds
20
Defaults Upon Senior Securities
20
Submission of Matters to a Vote of Security Holders
20
Other Information
20
Exhibits
20
 
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
The following interim unaudited consolidated financial statement for the period ended May 31, 2008:
 
(a)
Unaudited Interim Consolidated Balance Sheets as of May 31, 2008 and August 31, 2007
F-1
(b)
Unaudited Interim Consolidated Statements of Changes in Stockholders' Equity for the Period from Inception on November 24, 2004 to May 31, 2008
F-2
(c)
Unaudited Interim Consolidated Statements of Operations for the three month period ended May 31, 2008 and May 31, 2007 and the Cumulative Period from Inception on November 24, 2004 to May 31, 2008
F-3
(d)
Unaudited Interim Consolidated Statements of Cash Flows for the nine months ended May 31, 2008 and May 31, 2007 and the Cumulative Period from Inception on November 24, 2004 to May 31, 2008
F-4
(e)
Notes to Unaudited Interim Consolidated Financial Statements
F-5
 
These unaudited interim consolidated 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 May 31, 2008 are not necessarily indicative of the results that can be expected for the full year.
 

 
GOLDEN ARIA CORP.
  
(An Exploration Stage Company)
  
CONSOLIDATE BALANCE SHEETS
  
(Expressed in U.S. Dollars)
  
   
May 31,
    
AUGUST 31,
  
   
2008
    
2007
  
   
(unaudited)
    
(audited)
  
 ASSETS
            
             
 Current
            
 Cash and cash equivalents
   $ 256,309     $ 301,579  
 Accounts receivable
     80,672       14,860  
                 
 Total current assets
     336,981       316,439  
                 
 Non-Current
                
 Long-term Investment in Pro Eco (Note 5)
     45,000       -  
 Proven - Oil and gas properties (Note 6)
     217,763       203,658  
 Unproven - Oil and gas properties (Note 6)
     3,409,832       -  
                 
 Total Assets
   $ 4,009,576     $ 520,097  
                 
                 
 LIABILITIES AND STOCKHOLDERS' EQUITY
                
                 
 LIABILITIES
                
                 
 Current
                
 Accounts payable
   $ 22,852     $ 12,688  
 Accrued liabilities
     -       3,375  
 Due to related parties (Note 7)
     144,074       206,871  
                 
 Total Current Liabilities
     166,926       222,934  
                 
 Deferred tax liability
     762,704       -  
                 
      929,630       222,934  
                 
 STOCKHOLDERS' EQUITY
                
                 
 Share capital
                
 Authorized:
                
 75,000,000 common shares with a par value of $0.001 per share
                
                 
 Issued and outstanding:
                
 29,305,480 common shares at May 31, 2007
                
 (and 15,495,480 common shares at August 31, 2007)
     29,305       15,495  
                 
 Additional paid-in capital
     4,246,465       1,256,839  
                 
 Deficit accumulated during the exploration stage
     (1,195,824 )     (975,171 )
                 
 Total Stockholders' Equity
     3,079,946       297,163  
                 
 Total Liabilities and Stockholders' Equity
   $ 4,,009,576       520,097  
                 
The accompanying notes are an integral part of these financial statements
  

F1
 
GOLDEN ARIA CORP.
  
(An Exploration Stage Company)
  
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
  
NOVEMBER 24, 2004 (inception) TO MAY 31, 2008
  
(Expressed in U.S. Dollars)
  
(Unaudited)
  
                             
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
     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 )     -       -  
                                                   
 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  
                                                   
 Units issued for cash at $0.25 per unit
     185,480       185       163,144                       163,329  
 
 to related parties on March 6, 2007
                                                
 
 (included stock based compensation
                                                
 
 of $116,959)
                                                
                                                   
 Stock issued for property on April 18, 2007
     500,000       500       274,500       -       -       275,000  
 
  (note 4)                                                
 Units issued for cash at $0.25 per unit
     200,000       200       49,800       -       -       50,000  
 
 on April 19, 2007
                                                
                                                   
 Units issued for cash at $0.25 per unit
     1,200,000       1,200       298,800       -       -       300,000  
 
 on August 31, 2007
                                                
                                                   
 Imputed interest from non-interest
                                                
 bearing loan
     -       -       3,405       -       -       3,405  
                                                   
 Comprehensive income (loss):
                                                
 
 (Loss) for the year
     -       -       -       -       (607,397 )     (607,397 )
                                                   
 Balance, August 31, 2007
     15,495,480     $ 15,495     $ 1,256,839     $ -     $ (975,171 )   $ 297,163  
                                                   
 Units issued for acquisition at $0.21
     13,810,000       13,810       2,886,290       -       -       2,900,100  
 per unit on November 30, 2007
                                                
                                                   
 Imputed interest from non-interest
                                                
 bearing loan
     -       -       5,765       -       -       5,765  
                                                   
 Stock-based compensation on 1,785,000
     -       -       97,571       -       -       97,571  
 options granted (Note 8)
                                                
                                                   
 Comprehensive income (loss):
                                                
 
 (Loss) for the period
     -       -       -       -       (220,653 )     (220,653 )
                                                   
 Balance, May 31, 2008
     29,305,480     $ 29,305     $ 4,246,465     $ -     $ (1,195,824 )   $ 3,079,946  
                                                   
The accompanying notes are an integral part of these financial statements
  

F-2
 
GOLDEN ARIA CORP.
  
(An Exploration Stage Company)
  
CONSOLIDATED STATEMENTS OF OPERATIONS
  
(Expressed in U.S. Dollars)
  
(Unaudited)
  
                               
                               
                           
CUMULATIVE
  
                           
PERIOD FROM
  
                           
INCEPTION
  
                           
NOVEMBER 24,
  
   
THREE MONTHS ENDED
    
NINE MONTHS ENDED
    
2004 TO
  
   
May 31,
    
May 31,
    
May 31,
    
May 31,
    
May 31,
  
   
2008
    
2007
    
2008
    
2007
    
2008
  
                               
 Revenue
                              
 Natural gas and oil revenue
   $ 49,602     $ 54,511     $ 144,839     $ 54,511     $ 227,045  
                                         
 Cost of revenue
                                        
 Natural gas and oil opreating costs and royalties
     14,630       18,684       43,905       18,684       71,851  
 Depletion
     12,042       80,061       45,158       80,061       121,250  
 Writedown in carrying value of oil and gas property
     -       -       9,914       -       226,213  
                                         
      26,672       98,745       98,977       98,745       419,314  
                                         
 Gross Profit
     22,930       (44,234 )     45,862       (44,234 )     (192,269 )
                                         
 Expenses
                                        
 Accounting and audit
     7,350       9,086       44,135       38,480       154,033  
 Bank charges and interest expense
     1,847       121       6,127       523       10,489  
 Consulting (Note 6 & Note 8)
     46,012       123,319       129,085       136,039       306,191  
 Exploration costs and option payment
     -       13,124       -       107,375       318,292  
 Fees and dues
     1,835       1,712       4,855       3,730       12,601  
 Insurance
     -       -       9,807       -       9,807  
 Investor relations
     4,770       -       8,814       2,953       11,767  
 Legal an professional
     1,506       3,744       32,608       16,628       106,590  
 Office and miscellaneous
     564       (3,686 )     14,697       (4,051 )     31,616  
 Rent
     1,493       4,039       9,573       13,711       36,153  
 Telephone
     513               513               513  
 Training & Conferences
     3,889               3,889               3,889  
 Travel
     4,377       -       7,402       2,381       10,670  
                                         
 Total expenses
     74,156       151,459       271,505       317,769       1,012,611  
                                         
 (Loss) for the period before other income
     (51,226 )     (195,693 )     (225,643 )     (362,004 )     (1,204,880 )
                                         
 Other income (expense)
                                        
 Interest income
     606       447       4,990       2,279       9,056  
 Write off of mineral property
     -       (1 )     -       (1 )     (1 )
                                         
 Net (loss) for the period
   $ (50,620 )   $ (195,247 )   $ (220,653 )   $ (359,725 )   $ (1,195,824 )
                                         
 Basic and diluted loss per share
   $ (0.00 )   $ (0.01 )   $ (0.01 )   $ (0.03 )        
                                         
Weighted average number of common shares
                                  
 outstanding - basic and diluted
     29,305,480       13,410,000       24,769,349       13,410,000          
                                         
The accompanying notes are an integral part of these financial statements
  

F-3
 
GOLDEN ARIA CORP.
  
(An Exploration Stage Company)
  
CONSOLIDATED STATEMENTS OF CASH FLOWS
  
(Expressed in U.S. Dollars)
  
(Unaudited)
  
                   
                   
               
CUMULATIVE
  
               
PERIOD FROM
  
               
INCEPTION
  
               
November 24, 2004
  
   
NINE MONTHS ENDED
    
TO
  
   
May 31,
    
May 31,
    
May 31,
  
   
2008
    
2007
    
2008
  
                   
 Cash flows used in operating activities
                  
                   
 Net (loss)
   $ (220,653 )   $ (359,725 )   $ (1,195,824 )
                         
 Changes to reconcile net loss to net cash used in operating activities
                        
     Consulting – stock based compensation
     97,571       116,959       214,530  
     Depletion
     45,158       80,061       121,250  
     Write down in carrying value of oil and gas property
     9,914       -       226,213  
     Stock issued for mineral resource and oil and gas property
     -       -       37,500  
     Write off of mineral property
     -       1       1  
     Imputed interest expense
     5,765               9,170  
 Adjusted cash flows used in operating activities
     (62,245 )     (162,704 )     (587,160 )
                         
 Change in non-cash working capital items:
                        
     Accounts receivable
     (65,812 )     (38,251 )     (80,672 )
     Prepaid expenses and deposit
     -       12,589       -  
     Accounts payable
     10,164       (43,638 )     22,852  
     Accrued liabilities
     (3,375 )     (650 )     -  
     Due to related parties
     (62,797 )     8,585       (58,982 )
                         
 Net cash used in operating activities
     (184,065 )     (224,069 )     (703,962 )
                         
                         
 Cash flows used in investing activities
                        
                         
 Oil and gas properties acquisition (reimbursement)
     (17,233 )     -       (35,226 )
 Mineral resource properties acquisition
     -       -       (1 )
 Purchase of investment in Pro Eco Energy USA Ltd.
     (45,000 )     -       (45,000 )
 Cash provided in connection with business acquisition
     201,028       -       201,028  
                         
 Net cash used in investing activities
     138,795       -       120,801  
                         
                         
 Cash flows from financing activities
                        
                         
 Proceeds from issuance of common stock
     -       96,370       839,470  
                         
 Net cash from financing activities
     -       96,370       839,470  
                         
 Increase (Decrease) in cash and cash equivalents
     (45,270 )     (127,699 )     256,309  
                         
 Cash and cash equivalents, beginning of period
     301,579       153,329       -  
                         
 Cash and cash equivalents, end of period
   $ 256,309     $ 25,630     $ 256,309  
                         
                         
                         
The accompanying notes are an integral part of these financial statements
  

F-4
GOLDEN ARIA CORP.
(An Exploration Stage Company)
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
May 31, 2008
 
(Unaudited)
(Expressed in U.S. Dollars)
 
1.  
BASIS OF PRESENTATION

The unaudited consolidated financial statements as of May 31, 2008 and for the nine months ended May 31, 2008 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 consolidated financial statements should be read in conjunction with the August 31, 2007 audited annual financial statements and notes thereto. Operating results for the three and nine months ended May 31, 2008 are not necessarily indicative of the results that may be expected for the year ended August 31, 2008.

2.  
ORGANIZATION AND BUSINESS ACQUISITION
 
The Company is an independent natural gas and oil company engaged in the exploration, development and acquisition of natural gas and oil properties in the United States and Canada.
 
The Company was incorporated in the State of Nevada on November 24, 2004.
 
Business acquisition
 
Effective November 30, 2007, the Company acquired Target Energy, Inc. (“Target”), a private Nevada corporation, whose principal business is in the identification, acquisition and exploration of oil and gas properties.  The closing of the transactions contemplated in the share exchange agreement and the acquisition of all of the issued and outstanding common stock in the capital of Target occurred on November 30, 2007.  The Company issued to the shareholders of Target 13,810,000 shares of common stock, which represented 100% of the outstanding shares of Target.  Following is a summary of purchase price allocation:
 
F-5
     
   
November 30, 2007
Purchase price:
 
    
Share consideration - 13,810,000 common shares at $0.21 per share
 $
          2,900,100
Purchase Price Allocation:
 
    
Cash and cash equivalents
$
            201,028
Accounts receivable
  
              10,708
Prepaid expense and deposits
  
              24,284
Oil and gas properties
  
          3,454,704
Accounts payable and accrued liabilities
  
             (27,920)
Deferred income tax liabilities
  
           (762,704)
Total
 $
          2,900,100
 

 
As the acquisition was completed on the quarter end, therefore, $nil operations of the Target from September 1, 2007 to November 30, 2007 was included in the consolidated financial statements.
 
3.
GOING CONCERN UNCERTAINTY
 
The accompanying unaudited consolidated 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 $220,653 for the nine months ended May 31, 2008 [net loss for the nine months ended May 31, 2007 - $359,725] and as at May 31, 2008 has incurred cumulative losses of $1,195,824 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 consolidated 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.  
SIGNIFICANT ACCOUNTING POLICIES
 
a) 
Basis of Consolidation

The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiary, Target Energy, Inc.  All significant inter-company balances and transactions have been eliminated.
 
  b)
 Revenue Recognition
 
The Company uses the sales method of accounting for natural gas and oil revenues.  Under this method, revenues are recognized upon the passage of title, net of royalties.  Revenues from natural gas production are recorded using the sales method.  When sales volumes exceed the Company’s entitled share, an overproduced imbalance occurs.  To the extent the overproduced imbalance exceeds the Company’s share
 
F-6
4. 
SIGNIFICANT ACCOUNTING POLICIES, Continued
  
of the remaining estimated proved natural gas reserves for a given property, the Company records a liability.  At May 31, 2008, the Company had no overproduced imbalances.

  c)
 Oil and Gas Properties

The Company utilizes the full cost method to account for its investment in oil and gas properties.  Accordingly, all costs associated with acquisition, exploration and development of oil and gas reserves, including such costs as leasehold acquisition costs, capitalized interest costs relating to unproved properties, geological expenditures, tangible and intangible development costs including direct internal costs are capitalized to the full cost pool.  When the Company obtains proven oil and gas reserves, capitalized costs, including estimated future costs to develop the reserves and estimated abandonment costs, net of salvage, will be depleted on the units-of-production method using estimates of proved reserves.  Investments in unproved properties and major development projects including capitalized interest, if any, are not amortized until proved reserves associated with the projects can be determined.  If the future exploration of unproved properties are determined uneconomical the amount of such properties are added to the capitalized cost to be amortized.

The capitalized costs included in the full cost pool are subject to a “ceiling test”, which limits such costs to the aggregate of the estimated present value, using a ten percent discount rate of the future net revenues from proved reserves, based on current economic and operating conditions.

Sales of proved and unproved properties are accounted for as adjustments of capitalized costs with no gain or loss recognized, unless such adjustments would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which case the gain or loss is recognized in the statement of operations.

Exploration activities conducted jointly with others are reflected at the Company’s proportionate interest in such activities.

Cost related to site restoration programs are accrued over the life of the project.
 
 d)
   Stock-Based Compensation
   
The Company adopted SFAS No. 123(revised), "Share-Based Payment", to account for its stock options and similar equity instruments issued.  Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period.  SFAS No. 123(revised) requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.
 
F-7
e)
   New Accounting Pronouncements
   
In March 2008, the FASB issued FASB Statement No. 161 ("SFAS 161"), "Disclosures about Derivative Instruments and Hedging Activities". SFAS 161 requires companies with derivative instruments to disclose information that should enable financial-statement users to understand how and why a company uses derivative instruments, how derivative instruments and related hedged items are accounted for under FASB Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" and how derivative instruments and related hedged items affect a company's financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.
 
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”.SFAS 160 requires companies with noncontrolling interests to disclose such interests clearly as a portion of equity but separate from the parent’s equity.  The noncontrolling interest’s portion of net income must also be clearly presented on the Income Statement.  SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations.
 
In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141,(revised 2007), “Business Combinations”.  SFAS 141 (R) applies the acquisition method of accounting for business combinations established in SFAS 141 to all acquisitions where the acquirer gains a controlling interest, regardless of whether consideration was exchanged.  Consistent with SFAS 141, SFAS 141 (R) requires the acquirer to fair value the assets and liabilities of the acquiree and record goodwill on bargain purchases, with main difference the application to all acquisitions where control is achieved.  SFAS 141 (R) is effective for financial statements issued for fiscal years beginning after December 15, 2008.  The adoption of this statement is not expected to have a material effect on the Company's future financial position or results of operations
 
The FASB has additionally issued SFAS No. 155 to SFAS No. 159 and FIN No. 48 but they will not have any relationship to the current operations of the Company.  Therefore, a description and its impact on the Company’s operations and financial position for each have not been disclosed.
 
5.  
LONG TERM INVESTMENT
 
On April 21, 2008, the Company purchased 900,000 shares for $45,000 in Pro Eco Energy USA Ltd. (“Pro Eco Energy”) which represented 8.25% ownership.  The Chairman of the Company is a Director in Pro Eco Energy which established the existence of significant influence in Pro Eco Energy and accordingly the equity method of accounting is adopted for the investment.
 
As at May 31, 2008, the Pro Eco Energy’s financial information was not readily available and the Company’s percentage of earning and loss in Pro Eco Energy was not determinable under the equity method of accounting.  Management of the Company has determined that the possible impact on the Company’s quarter financial statements is immaterial.  As the result, the Company’s investment was recorded at cost as at May 31, 2008.
 
6.  
OIL AND GAS PROPERTIES
 
Queensdale, Saskatchewan (1A9-25)
 
On April 16, 2007, the Company acquired a 25% (net 15%) before payout (“BPO”) (12.5% (net 7.5%) after payout (“APO”)) interest in Queensdale, Saskatchewan Project from 0743608 B.C. Ltd. (Assignor), a company controlled by a Director/CEO of the Company, for a total cost of CAD$250,000 and 500,000 shares of the Company’s common stock.  The Participation Agreement consists specifically of all (100%) of the Assignor’s interest in the Queensdale 1A9-25/4A2-25-6-2 W2M well; none (0%) of the Assignor’s interest in the Queensdale 4A9-25 / 2D15-25-6-2 W2M well; and one-half (50%) interest in the Farmout Land and the Option Land.
 
 
On April 18, 2007, 500,000 shares were issued at market value $0.55 per share giving a total of $275,000.
 
The Company agrees to pay to the Assignor on monthly basis and within 5 business days of receiving the payment from net generated oil and gas revenue, a minimum of 80% of the payments received from net generated oil and gas revenue attributable to the Queensdale 1A9-25 / 4A2-25-6-2 W2M well, until such time as the full CAD$250,000 has been paid to the Assignor.
 
 
The total cost capitalized cost incurred for the oil and gas property was $496,049 which was attributed to the acquisition cost of the oil and gas property.  The Company applied the full cost method to account for this property.
 
F-8
West Queensdale, Saskatchewan (HZ 4A9-25/3A15-25-6-2 W2)
 
In Connection with the acquisition of Target, the Company acquired another producing well at Queensdale, Queensdale West HZ 4A9-25/3A15-25-6-2 W2.  The well was drilled in February 2007 and was placed in production on May 15, 2007.  The Company has an 8% Gross Interest before payout (BPO) and 4% net interest after payout in this well.
 
Wordsworth, Saskatchewan
 
Through the Company’s subsidiary, Target, the Company owns a well working interest in Wordsworth, Saskatchewan, The Wordsworth property has one producing oil well which was drilled in May, 2006, and in which the Company has a 3.75% net interest.  This is a horizontal well called the Wordsworth East HZ 2A2-23/3A11-14-7-3 W2, and was considered a new pool discovery. A second well on this property, the Wordsworth E. HZ 3B9-23/3A11-23-7-3 W2 located on the north side of the Wordsworth prospect area, was deemed not commercially viable as a producing oil well.
 
Coteau Lake, Saskatchewan
 
In connection with the acquisition of Target, the Company acquired certain working interest in Coteau Lake, Saskatchewan.

Coteau Lake is an exploration property and the Company has no producing oil or gas wells on this land at this time. The Coteau Lake exploration project covers 1,280 acres of land. The Company’s gross and net interest in this project is 50%. There has been historic oil production on the Coteau Lake project lands.  

On November 7, 2007, the Company’s subsidiary Target entered into a Letter of Intent (the “LOI”) with Primrose Drilling Ventures Ltd. (“Primrose”), a body corporate, having an office in the city of Calgary, in the Province of Alberta.  Pursuant to the LOI, the Target is the interest title holder of Saskatchewan Crown Land parcels 124, 125 and 126.
 
Primrose elected to proceed with a 50/50 joint venture with Target by reimbursing Target for 50% of its land cost on parcels 124, 125 and 126 for CDN$26,590 which is payable on signing within 15 days of the LOI.  Primrose would become operator of the project upon its acceptance of such appointment and agreement to assume the duties, obligations and rights of the operator.  A formal Participation Agreement (“Agreement”) which included the provisions of LOI have been entered between Target and Primrose.  Included in the Participation Agreement would be the Area of Mutual Interest (AMI) which would govern future land acquisitions and timeline set out in the LOI.  As at May 31, 2008, the Company was still in the process defining the first well exploration location.
 
(a)  
Proved property

Property
31-Aug-07
Addition
Depletion for the period
Write down in carrying value
31-May-08
           
Canada-Proved property
 $     203,658
 $     69,177
$          (45,158)
$               ( 9,914 )
 $     217,763
 
F-9
(b)  
Unproved property

Property
31-Aug-07
Addition
Cost added to capitalized cost
 May 31, 2008
         
Canada –Unproved Property
 -
 $3,419,737
(9,905)
 $      3,409,832
 
 
The additions of the unproved property was resulted of the business acquisition occurred during the period.  The acquired unproven oil and gas properties of $ 2,615,139 have been recorded at amounts necessary to reflect temporary differences associated with the differences between their accounting and tax bases. As a result, these properties are recorded in the consolidated balance sheet at May 31, 2008 at $ 3,377,843 with a corresponding future tax liability of $ 762,704.
 
7.
RELATED PARTIES TRANSACTION
 
In the three month period ended May 31, 2008, the Company paid $6,000 (May 31, 2007: $Nil) to the President of the Company.  The Company incurred $Nil (May 31, 2007: $19,080) and $1,590 (May 31, 2007: $6,365); of consulting fees and office rent, respectively, to companies controlled by / related to a director of the Company. At May 31, 2008, the Company paid $1,590 (May 31, 2007: $11,660) to those companies and an additional $144,074 (May 31, 2007: $221,043) was owed to a company controlled by a Director/CEO of the Company for acquiring working interest in Queensdale, Saskatchewan Project.  The related party transactions are recorded at the exchange amount established and agreed to between the related parties.
 
8.
COMMON STOCK AND WARRANTS
  
 
Common Stock
 
On October 15, 2007, the Company entered into a share exchange agreement with Target Energy (“Target”), a private Nevada corporation, and the former shareholders of Target. The closing of the transactions contemplated in the share exchange agreement and the acquisition of all of the issued and outstanding common stock in the capital of Target occurred on November 30, 2007.  The Company issued 13,810,000 shares of its common stock to the shareholders of Target and in so doing acquired 100% of all issued Target shares from those shareholders who had owned 13,810,000 shares of Target.  As of May 31, 2008, the total number of the Company’s shares issued and outstanding is 29,305,480.
 
Warrants
 
A summary of the changes in share purchase warrants for the period ended May 31, 2008 is presented below:
 
 
Warrants Outstanding
   
Weighted Average
 
Number of Shares
Exercise Price
Balance, August 31, 2007
1,585,480
$          0.40
Issued
-
-
Balance, May 31, 2008
1,585,480
$    0.40
 
F-10
The Company has the following warrants outstanding and exercisable.
 

May 31, 2008
Warrants outstanding and exercisable
   
Weighted
Weighted
   
average
average
 
Number
remaining
exercise
Exercise price
of shares
contractual life
price
 
$0.40
 
385,480
 
0.50 years
 
0.40
$0.40
1,200,000
1.25 years
0.40
 
9.    STOCK OPTIONS
 
On December 14, 2007, the Company granted 1,785,000 stock options to directors, Officers, and consultants of the Company with exercise prices of $0.35 per share, expires over 5 years.  The vesting dates of options are as below:
 
Vesting Dates
Percentage of options granted
December 14, 2007
25%
December 14, 2008
25%
December 14, 2009
25%
December 14, 2010
25%

For the nine months ended May 31, 2008, the Company recorded a total of $97,571 for stock based compensation expenses which has been included in consulting fees.
 
A summary of the changes in stock options for the period ended May 31, 2008 is presented below:
 
   
Options Outstanding
  
         
Weighted Average
  
   
Number of Shares
    
Exercise Price
  
Balance, August 31, 2007
     -     $ -  
                 
Granted
     1,785,000       0.35  
                 
Balance, May 31, 2008
     1,785,000     $ 0.35  

The fair value of each option granted has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following assumptions:
 
 
Period ended May 31, 2008
Expected volatility
92.10%
Risk-free interest rate
3.77%
Expected life
5 years
Dividend yield
0.0%
 
F-11
A summary of weighted average fair value of stock options granted during the period ended May 31, 2008 is as follows:
 
Period ended May 31, 2008
Weighted Average
Exercise
Price
Weighted
Average
Fair
Value
 
Exercise price is more than  the market price at grant date:
$    0.35
$   0.13

            The Company has the following options outstanding and exercisable.
 

May 31, 2008
Options outstanding
Options exercisable
           
   
Weighted
Weighted
  
Weighted
   
average
Average
  
Average
Range of
Number
remaining
Exercise
Number
Exercise
exercise prices
of shares
contractual life
Price
of shares
Price
           
$0.35
1,785,000
4.54 years
0.35
446,250
0.35
           
 
10.
COMMITMENTS - OTHER
 
(a) The Company has entered into a month-to-month rental arrangement for office space in Kelowna, British Columbia, Canada for $525 (including $25 GST) per month.
 
(b) 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. This agreement has since been terminated.
 
(c) On December 1, 2007, the Company entered into a consulting agreement with the president of the Company for corporate administration and oil and gas exploration and production consulting services for $2,000 per month on a continuing basis.
 
(d) On March 2, 2008, the Company entered into a controller agreement with CAB Financial Services, a corporation organized under the laws of the Province of British Columbia.  CAB Financial Services is a consulting company controlled by the chairman of the board and chief executive officer of the Company.
 
Pursuant to the controller agreement, CAB Financial Services will provide corporate accounting and controller services to the Company in consideration for the payment of CAD$3,675 (including $175 GST) per month, together with reimbursement for all travel and other expenses incurred by it.  
 
11.  SUBSEQUENT EVENTS
 
On June 11, 2008 the Company was successful in acquiring two land parcels of 160 acres each in the Glen Park area of central Alberta, Canada. These 320 acres are believed to be prospective for reef development and the potential accumulation of oil deposits. Productive wells in the area have had production rates in excess of 200 bop/d and in some cases with little associated water. We currently have a 100% interest in these two prospects. The company continues to evaluate other opportunities in this and other areas.
 
F-12
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

Golden Aria is an energy company with two separately focused divisions: the first is exploring and developing conventional oil and gas properties while the second is examining and developing opportunities in the alternative energy sector. Management has made progress in both areas of business.

Strains on the conventional energy supply chain have contributed to higher energy prices and changing consumer habits. In the short term, management believes that its interests in, and continued development of, opportunities in conventional oil and gas have a high probability of building shareholder value. These opportunities and others that the Company is evaluating from time to time, should provide good opportunities for growth.

Additional scaleable medium and long term economic benefits to shareholders are available through our alternative energy initiatives, that also could act as a hedge against the volatility of wildly fluctuating energy prices
 
The following disclosure relates to each property that we have an interest in:
 
The Wordsworth light oil project, South Eastern Saskatchewan, Canada

The Wordsworth property has one producing oil well which was drilled in May, 2006, and in which Golden Aria has a 3.75% net interest.  This is a horizontal well called the Wordsworth East HZ 2A2-23/3A11-14-7-3 W2, and was considered a new pool discovery. A second well on this property, the Wordsworth E. HZ 3B9-23/3A11-23-7-3 W2 located on the north side of the Wordsworth prospect area, was deemed not commercially viable as a producing oil well. However, after additional seismic was completed on this project the partners have agreed that a new horizontal well will be drilled and it is anticipated this could result in a new producing oil well before the end of 2008.

The Queensdale West light oil project, South Eastern Saskatchewan, Canada

The Queensdale West property has two producing oil wells. Golden Aria has an 15.00% Gross Interest before payout (BPO) and 7.5% net interest after payout in the Queensdale West 1A9-25/4A2-25-6-2 W2 and an 8.00% Gross Interest before payout (BPO) and 4% net interest after payout in the Queensdale West HZ 4A9-25 / 3A15-25-6-2 W2.
 
The Coteau Lake light oil exploration project, South Eastern Saskatchewan, Canada
 
Coteau Lake is an exploration property and we have no producing oil or gas wells on this property at this time. Coteau Lake covers 1,280 acres of land. Golden Aria’s gross and net interest in this project is 50%. There has been historic oil production on the Coteau Lake project lands.  Our internal geological and geophysical work to date indicates our lands could be prospective for oil & gas accumulations to have taken place. Our current focus on this project is the defining of our first exploration well location.

The Glen Park light oil exploration prospect, Central Alberta, Canada

Glen Park prospect covers 160 acres that is believed to be prospective for reef development and the potential accumulation of oil deposits. Productive wells in the area have production rates in excess of 200 bop/d and in some cases with little associated water. We currently have a 50% interest in the Glen Park prospect and are actively looking at other prospects in the area..

Golden Aria expects to evaluate additional properties on an ongoing basis and will acquire interests when believed to be in the company interest.

Equity Investment in Pro Eco Energy, Inc.

On April 21, 2008 the company announced that it had made an equity investment in to Pro Eco Energy, Inc a clean tech energy enterprise in engineering, developing and installing solar energy solutions to commercial and residential customers. We also welcomed  the President of Pro Eco Energy, Mr.Roger Huber,  as the first member of our Clean Tech Advisory board. Mr. Huber has a long career in optimizing energy solutions and his knowledge and wide industry contacts are expected to help us develop our alternative energy solutions.

Clean Tech Alliance with Snyder Electric.

On June 5, 2008 Mr. Mark Snyder, a long time clean energy expert in California, also joined our Clean Tech Advisory board. Mr. Snyder is an expert in alternative energy systems. Mr. Snyder’s focus is on complete “net zero” home solutions – homes that generate through alternative energy systems such as solar thermal, solar PV or other, as much energy as they consume.
 
Results of Operations for the Nine Months Ended May 31, 2008
 
For the nine-month period ended May 31, 2008, the Company had $144,839 in revenues compared to$54,511 in revenues for the same nine-month period in the prior year. The Company has generated $227,045 in revenues from inception on November 24, 2004 to May 31, 2008.
 
For the nine-month period ended May 31, 2008 we incurred costs and expenses in the amount of $370,482, compared to costs and expenses of $416,514 for the same nine-month period in the prior year.
 
This decrease in costs and expenses is attributable to well operating cost and administrative expenses we incurred in connection with the following:
 
·  
Cost of Revenue. In the nine month period ended May 31, 2008, the Company incurred $98,977 (May 31, 2007: $98,745) in operating and depletion costs relating to its revenue producing property.  Depletion costs specifically amounted to $45,158 for the nine-month period ending May 31, 2008.
 
·  
Accounting, and audit fees increased to $44,135 (May 31, 2007: $38,480).  The increase was in line with expectations.
 
·  
Fees paid to a consultant. In the nine month period ended May31, 2008, the Company incurred $129,085 (May 31, 2007: $136,039); of which $97,571 was related to the stock option plan.
 
·  
Exploration costs and option payment. In the nine month period ended May31, 2008, the Company had Nil$   (May 31, 2007: $107,375).
 
·  
Legal and professional fees. In the nine month period ended May 31, 2008, the Company incurred $32,608 (May 31, 2007: $16,628); the increase was caused by cots relating to the acquisition of Target Energy Inc.
 
·  
Office and Miscellaneous.  In the nine month period ended May 31, 2008, the Company incurred $14,697 (February 28, 2007:($4,051)) relating to exchange losses on translation of foreign currency.
 
We incurred general and administrative expenses in the amount of $271,505 for the nine-months ended May 31, 2008 compared to $317,769 for the same nine-month period ended in the prior year. The decrease in general and administrative expenses occurred due to the exploration and option payment in the prior year.
 
The loss for the period ended May 31, 2008 was $220,653 compared to a loss of $359,725 for the corresponding period in the prior year.  The decrease in loss was caused by an increase in operating expenses which was partially offset by an increase in revenue and no exploration costs and option payment.
 
Assets
 
As at May 31, 2008, we had current assets of $336,981 and total assets of $4,009,576. We had total assets of $520,097 as of August 31, 2007. The increase in our total assets is primarily attributable to the acquisition of Target Energy Inc., which occurred on November 30, 2007.
 
Liquidity and Capital Resources
 
As at May 31, 2008, we had total current assets of $336,981 (August 31, 2007:  $316,439) and total assets in the amount of $4,009,576 (August 31, 2007:  $520,097). Our total current liabilities at May 31, 2008 were $166,926 (August 31, 2007:  $222,934). As a result, on May 31, 2008 we had working capital of $170,055 (August 31, 2007:  $93,505). The increase in working capital was caused by the acquisition of Target Energy Inc.
 
We relied on cash on hand previously raised through the issue of equity capital to fund our operations during the nine months ended May 31, 2008.
 
The company generates some revenue. However, 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, meet our commitments for exploration and to acquire additional oil and gas properties. 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.
 
Natural Gas and Oil Properties
 
We account for our oil and gas producing activities using the full cost method of accounting as prescribed by the United States Securities and Exchange Commission (“SEC”).  Accordingly, all costs associated with the acquisition of properties and exploration with the intent of finding proved oil and gas reserves contribute to the discovery of proved reserves, including the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized.  All general corporate costs are expensed as incurred.  In general, sales or other dispositions of oil and gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded.  Amortization of evaluated oil and gas properties is computed on the units of production method based on all proved reserves on a country-by-country basis.  Unevaluated oil and gas properties are assessed at least annually for impairment either individually or on an aggregate basis.  The net capitalized costs of evaluated oil and gas properties (full cost ceiling limitation) are not to exceed their related estimated future net revenues from proved reserves discounted at 10%, and the lower of cost or estimated fair value of unproved properties, net of tax considerations.  These properties are included in the amortization pool immediately upon the determination that the well is dry.
 
Unproved properties consist of lease acquisition costs and costs on well currently being drilled on the properties.  The recorded costs of the investment in unproved properties are not amortized until proved reserves associated with the projects can be determined or until they are impaired.
 
Revenue Recognition
 
Revenue from sales of crude oil, natural gas and refined petroleum products are recorded when deliveries have occurred and legal ownership of the commodity transfers to the customers.  Title transfers for crude oil, natural gas and bulk refined products generally occur at pipeline custody points or when a tanker lifting has occurred.  Revenues from the production of oil and natural gas properties in which we share an undivided interest with other producers are recognized based on the actual volumes sold by us during the period.  Gas imbalances occur when our actual sales differ from its entitlement under existing working interests.  We record a liability for gas imbalances when we have sold more than our working interest of gas production and the estimated remaining reserves make it doubtful that the partners can recoup their share of production from the field. At May 31, 2008, we had no overproduced imbalances.
 
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 May 31, 2008. This evaluation was carried out under the supervision and with the participation of our President (Principal Executive Officer) Robert McAllister, Chief Executive Officer, Mr. Chris Bunka. Based upon that evaluation, our Principal Executive Officer and Chief Executive Officer concluded that, as of May 31, 2008, our disclosure controls and procedures are effective. There have been no significant changes in our internal controls over financial reporting during the quarter ended May 31, 2008 that have materially affected or are reasonably likely to materially affect such controls.
 
Disclosure controls and procedures are controls and other procedures 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 Principal Executive Officer and Chief Executive 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.
 
PART II - OTHER INFORMATION
 
Item 1.     Legal Proceedings
 
We are not a party to any pending legal proceeding as at May 31, 2008. 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 May 31, 2008.
 
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.

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.
 
 
GOLDEN ARIA CORP.
  
       
Dated: July 10, 2008
By:
/s/ " Robert McAllister "
  
   
Robert McAllister,
  
   
President (Principal Executive Officer)
  
   
10/07/2008
  
 
 
By:
/s/ "Chris Bunka"
  
   
Chris Bunka,
  
   
Chairman, Chief Executive Officer and member of the Board of Directors
  
   
10/07/2008
  
 
Rule 13a-14(a)/15d-14(a)
 
CERTIFICATIONS
 
I, Robert McAllister, the President (Principal Executive Officer) 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 July 10, 2008
By:
/s/ "Robert McAllister"
 
    Robert McAllister,
    President (Principal Executive Officer)
 
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: July 10, 2008
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
 
(c) 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: July 10, 2008
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, Robert McAllister, President, (Principal Executive Officer) of Golden Aria Corp. certify that the Quarterly Report on Form 10-QSB (the "Report") for the quarter ended May 31, 2008, 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: July 10, 2008
By:
 /s/ "Robert McAllister"
 
   
Robert McAllister
   
President (Principal Executive Officer)
 
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 May 31, 2008, 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: July 10, 2008
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.