SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                   Golden Opportunity Development Corporation
             (Exact name of registrant as specified in its charter)



                  Nevada                               87-0067813
                  ------                               ----------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)               Identification No.)


            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
    ------------------------------------------------------------------------
                    (Address of principal executive offices)

    2001 Employee Benefit Plan of Golden Opportunity Development Corporation
    ------------------------------------------------------------------------
                            (Full title of the plan)


  LaVonne L. Frost, 711 South Carson Street, Suite 1, Carson City, Nevada 89701
    ------------------------------------------------------------------------
           (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (775) 883-5755
                                                                --------------


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                        <C>               <C>                           <C>                         <C>
Title of Securities to         Amounts to           Proposed Maximum             Proposed Maximum            Amount of
    be Registered                  be              Offering Price Per           Aggregate Offering         Registration
                               Registered               Share(1)                       Price                    Fee
    Common Stock,              1,500,000                 $0.012                       $18,000                  $4.50
   $0.001 par value
==========================  ================  ============================  =========================== ===================
</TABLE>
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the book value of the registrant's common stock as of
         September 30, 2001, the date of the most recent financial statements of
         the registrant.




                                        1

<PAGE>


    2001 Employee Benefit Plan of Golden Opportunity Development Corporation
                  Cross-Reference Sheet Pursuant to Rule 404(a)


Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus Heading

1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by Golden Opportunity Development Corporation, a
Nevada corporation (the "Company"), with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:

         1.       The Company's Form 10-SB/A-2 filed with the Securities and
                  Exchange Commission on May 2, 2000.

         2.       The Company's Form 10-KSB filed with the Securities and
                  Exchange Commission on March 30, 2001.

         3.       All reports filed by the Company with the Commission pursuant
                  to Section 13(a) or 15(d) of the Exchange Act of 1934, as
                  amended (the "Exchange Act"), since the end of the fiscal
                  year ended December 31, 2000.

         4.       The description of the Common Stock contained in the
                  Company's Form 10-SB Registration Statement filed on October
                  15, 1999 under the Securities Act, including any amendment
                  or report filed for the purpose of updating such description.

Prior to the filing, if any, of a post-effective amendment that indicates that
all securities covered by this Registration Statement have been sold or that
de-registers all such securities then remaining unsold, all reports and other
 documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.






                                        2

<PAGE>


Item 4.  Description of Securities

The common stock of the Company being registered pursuant to this Registration
Statement is part of a class of securities registered under Section 12 of the
Exchange Act. A description of such securities is contained in the Company's
initial Form 10-SB Registration Statement filed with the Commission on October
15, 1999, and any amendment or report filed for the purpose of updating such
description. Said description is incorporated herein by reference. (See "Item
3. Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

Michael Golightly, an attorney licensed to practice law in the States of Utah
and Texas, is named herein as having rendered an opinion on the validity of the
securities being registered herein and with respect to legal matters concerning
the registration and offering of the securities referred to herein. Mr.
Golightly will be paid 5,000 shares of the $0.001 par value shares of the
Company's stock pursuant to the Company's 2001 Benefit Plan as compensation for
his legal work, which shares represent less than one percent (1%) of the issued
and outstanding shares of the Company.

Item 6. Indemnification of Directors and Officers

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to members of the
board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

The Company's Bylaws and section 78.751 of the Nevada Revised Statutes provide
for indemnification of the Company's officers and directors in certain
situations where they might otherwise personally incur liability, judgments,
penalties, fines and expenses in connection with a proceeding or lawsuit to
which they might become parties because of their position with the Company.

Indemnification: The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of Nevada, any person
made, or threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he
is or was a director or officer of the Company, or served any other enterprise
as director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities ( other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.



                                        3

<PAGE>


The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification provisions and is limited by reference to the Sections of the
Nevada Revised Statutes, provisions of the Company's Bylaws and the Company's
Articles of Incorporation, or any amendments thereto.

Item 7.   Exemption from Registration Claimed

No restricted securities are being reoffered or resold pursuant to this
registration statement.

Item 8. Exhibits.

The exhibits attached to this Registration Statement are listed in the Exhibit
Index, which is found on page 6.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement to include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement.

         (2)      To treat, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  as a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in this Registration Statement shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling
         person in connection with the securities being registered, the
         registrant will, unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.


                                        4

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Salt Lake City, Utah on October 30, 2001.

                    Golden Opportunity Development Corporation


                    By:    /s/ Richard D. Surber
                        ----------------------------------------
                        Richard D. Surber, President/CEO & Director


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.




Signature                          Title                    Date



/s/ Richard D. Surber              Director                 October 30, 2001
---------------------------
Richard D. Surber



/s/ John E. Fry, Jr.               Director                 October 30, 2001
----------------------------
John E. Fry, Jr.




















                                        5

<PAGE>





                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                       Sequentially
Exhibits     SEC Ref. No.  Description of Exhibit                     Numbered Pages
--------     ------------  ----------------------                     --------------
<S>         <C>           <C>                                        <C>

   A          5, 23(b)     Opinion and consent of Counsel
                           with respect to the legality of                   7
                           the issuance of securities being
                           issued

   B           23(a)       Consent of Accountant                             9
   C             4         2001 Employee Benefit Plan of the Company         10
   D             99        Section 10(a) Prospectus                          14
</TABLE>



                                        6

<PAGE>



                                MICHAEL GOLIGHTLY
                               268 West 400 South
                                    Suite 300  Telephone: (801) 575-8073 ext 152
Attorney at Law            Salt Lake City, Utah 84101  Facsimile: (801) 521-2081
Admitted in Texas and Utah



                                October 29, 2001

Board of Directors
Golden Opportunity Development Corporation
C/O Richard D. Surber, President
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

To the Board of Directors of Golden Opportunity Development Corporation


Golden Opportunity Development Corporation, a Nevada corporation (the
"Company"), has informed me of its intention to file with the Securities and
Exchange Commission ("SEC"), on or about October 30, 2001, a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement"), concerning the registration of 1,500,000 shares (the
"Shares") of the Company's common stock, $0.001 par value ("Common Stock"),
issued pursuant to an employee benefit plan (the "Plan"). In connection with the
filing of the Registration Statement, you have requested my opinion regarding
the validity of the issuance of such Shares.

This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

You have represented to me that the Company is current in its filings with the
SEC, that the Company's board of directors has authorized the filing of a Form
S-8 and that the quantity of shares to be included in the Form S-8 is available
for issuance based on the quantity authorized for issuance in the Company's
Articles of Incorporation and on the amount of shares actually issued and
outstanding. Based on these representations and to the best of my knowledge, I
am of the opinion that the Form S-8 is an available form of registration and
that the Shares issuable pursuant to the Plan have been duly and validly
authorized and, upon payment therefor in accordance with the Plan, will be
validly issued, fully paid and non-assessable by the Company. This Opinion is
conditioned upon the above requirements being met.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:

         A.    I expressly except from the opinion set forth herein any opinion
               or position as to whether or to what extent a Nevada court or any
               other court would apply Nevada law, or the law of any other state
               or jurisdiction, to any particular aspect of the facts,
               circumstances and transactions that are the subject of the
               opinion herein contained.

                                        7

<PAGE>

         B.    In expressing the opinion set forth herein, I have assumed the
               authenticity and completeness of all corporate documents, records
               and instruments provided to me by the Company and its
               representatives. I have assumed the accuracy of all statements of
               fact contained therein. I have assumed that all information and
               representations made or provided to me by the Company or its
               authorized representatives is correct and that there are shares
               available to be issued pursuant to the Plan. I have further
               assumed the genuineness of signatures (both manual and
               conformed), the authenticity of documents submitted as originals,
               the conformity to originals of all copies or faxed copies and the
               correctness of all such documents.

         C.    In rendering the opinion that the shares of Common Stock to be
               registered pursuant to Form S-8 and issued under the Plan will be
               validly issued, fully paid and non-assessable, I assumed that:
               (1) the Company's board of directors has exercised good faith in
               establishing the value paid for the Shares; (2) all issuances and
               cancellation of the Capital Stock of the Company will be fully
               and accurately reflected in the Company's Stock Records as
               provided by the Company's transfer agent; and (3) the
               consideration, as determined by the Company's board of directors,
               to be received in exchange for each issuance of Common Stock of
               the Company will have been paid in full and actually received by
               the Company when the Shares are actually issued.

         D.    I expressly except from the opinion set forth herein any
               opinion concerning the need for compliance by any party, and
               in particular by the Company, with the provisions of the
               securities laws, regulations, and/or rules of the United
               States of America, the State of Nevada or any other
               jurisdiction with regard to any other issue not expressly
               addressed herein, which exclusion shall apply, but not be
               limited to, the subsequent tradeability of the Shares on
               either state or Federal level.

         E.    In rendering the opinion that Form S-8 is available, I have
               assumed that the Company is satisfying the various substantive
               requirements of Form S-8 and I expressly disclaim any opinion
               regarding the Company's compliance with such requirements,
               whether they be of federal or state origin.

         F.    The opinion contained in this letter is rendered as of the
               date hereof, and I undertake no and disclaim any, obligation
               to advise you of any changes in or any new developments which
               might affect any matters or opinions set forth herein.

This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration Statement. However, this
opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.

                                   Very truly yours,


                                   /s/ Michael Golightly
                                   Michael Golightly




                                        8

<PAGE>



                      Mantyla McReynolds, P.C., Letterhead
------------------------------------------------------------------------------






               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS






Golden Opportunity Development Corporation
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

We do hereby consent to the use of our audit report as of and for the years
ended December 31, 2000 and 1999 dated March 28, 2001 in the Form S-8
Registration Statement of Golden Opportunity Development Corporation dated
October 30, 2001.



/s/ Mantyla McReynolds, P.C.
--------------------------------------
Mantyla McReynolds, P.C.






















                                        9

<PAGE>



                              THE 2001 BENEFIT PLAN
                                       OF
                         GOLDEN OPPORTUNITY DEVELOPMENT
                                   CORPORATION


                                       10

<PAGE>



        THE 2001 EMPLOYEE BENEFIT PLAN OF GOLDEN OPPORTUNITY DEVELOPMENT
                                   CORPORATION

Golden Opportunity Development Corporation, a Nevada corporation (the
"Company"), hereby adopts The 2001 Employee Benefit Plan of Golden Opportunity
Development Corporation (the "Plan") this 29th day of October, 2001. Under the
Plan, the Company may issue stock, or grant options to acquire the Company's
common stock, $0.001 par value (the "Stock"), from time to time to employees of
the Company or its subsidiaries, all on the terms and conditions set forth
herein ("Benefits"). In addition, at the discretion of the Board of Directors,
Benefits may from time to time be granted under this Plan to other individuals,
including consultants or advisors, who contribute to the success of the Company
or its subsidiaries but are not employees of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services must not be in connection with the offer or sale of securities
in a capital-raising transaction. No stock may be issued, or option granted
under the benefit plan to consultants, advisors, or other persons who directly
or indirectly promote or maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of One Million Five Hundred
Thousand (1,500,000) shares of Stock may be subject to, or issued pursuant to,
Benefits granted under this Plan. If any right to acquire Stock granted under
this Plan is exercised by the delivery of shares of Stock or the relinquishment
of rights to shares of Stock, only the net shares of Stock issued (the shares of
stock issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.


                                       11

<PAGE>


5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of Options issued as Benefits and Certain Limitations on
   Right to Exercise.
   --------------------------------------------------------------

         a.    Each Option issued as a benefit hereunder ("Option") shall have
               its term established by the Plan Administrators at the time the
               Option is granted.

         b.    The term of the Option, once it is granted, may be reduced only
               as provided for in this Plan and under the express written
               provisions of the Option.

         c.    Unless otherwise specifically provided by the written provisions
               of the Option or required by applicable disclosure or other legal
               requirements promulgated by the Securities and Exchange
               Commission ("SEC"), no participant of this Plan or his or her
               legal representative, legatee, or distributee will be, or shall
               be deemed to be, a holder of any shares subject to an Option
               unless and until such participant exercises his or her right to
               acquire all or a portion of the Stock subject to the Option and
               delivers the required consideration to the Company in accordance
               with the terms of this Plan and then only as to the number of
               shares of Stock acquired. Except as specifically provided in this
               Plan or as otherwise specifically provided by the written
               provisions of the Option, no adjustment to the exercise price or
               the number of shares of Stock subject to the Option shall be made
               for dividends or other rights for which the record date is prior
               to the date on which the Stock subject to the Option is acquired
               by the holder.

         d.    Options shall vest and become exercisable at such time or times
               and on such terms as the Plan Administrators may determine at the
               time of the grant of the Option.

         e.    Options may contain such other provisions, including further
               lawful restrictions on the vesting and exercise of the Options as
               the Plan Administrators may deem advisable.

         f.    In no event may an Option be exercised after the expiration of
               its term.

         g.    Options shall be non-transferable, except by the laws of descent
               and distribution.

7. Exercise Price.
   --------------
The Plan Administrators shall establish the exercise price Payable to the
Company for shares to be obtained pursuant to Options which exercise price
may be amended from time to time as the Plan Administrators shall determine.

8. Payment of Exercise Price.
   -------------------------
The exercise of any Option shall be contingent on receipt by the Company
of the exercise price paid in either cash, certified or personal check payable
to the Company.



                                       12

<PAGE>

9. Withholding.
   -----------
If the grant of a Benefit hereunder, or exercise of an Option given as a Benefit
is subject to withholding or other trust fund payment requirements of the
Internal Revenue Code of 1986, as amended (the "Code"), or applicable state or
local laws, the Company will initially pay the Optionee's liability and will be
reimbursed by Optionee no later than six months after such liability arises and
Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment.
    ----------------------------

The shares of Common Stock subject to this Plan and the exercise price of
outstanding Options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. The Company, at its option, may adjust the Options,
issue replacements, or declare Options void.

11. Benefits to Foreign Nationals.
    -----------------------------
The Plan Administrators may, in order to fulfill the purpose of this Plan and
without amending this Plan, grant Benefits to foreign nationals or individuals
residing in foreign countries that contain provisions, restrictions, and
limitations different from those set forth in this Plan and the Benefits made to
United States residents in order to recognize differences among the countries in
law, tax policy, and custom. Such grants shall be made in an attempt to give
such individuals essentially the same benefits as contemplated by a grant to
United States residents under the terms of this Plan.

12. Listing and Registration of Shares.
    ----------------------------------
Each Option shall be subject to the requirement that if at any time the Plan
Administrators shall determine, in their sole discretion, that it is necessary
or desirable to list, register, or qualify the shares covered thereby on any
securities exchange or under any state or federal law, or obtain the consent or
approval of any governmental agency or regulatory body as a condition of, or in
connection with, the granting of such Option or the issuance or purchase of
shares thereunder, such Option may not be exercised in whole or in part unless
and until such listing, registration, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Plan
Administrators.

13. Expiration and Termination of this Plan.
    ---------------------------------------
This Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any Options then outstanding under this Plan. This Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in this Plan or the date on which the One Million Five
Hundred Thousandth share is issued hereunder.

14. Amendment of this Plan.
    ----------------------
This Plan may not be amended more than once during any six month period, other
than to comport with changes in the Code or the Employee Retirement Income
Security Act or the rules and regulations promulgated thereunder. The Plan
Administrators may modify and amend this Plan in any respect; provided, however,
that to the extent such amendment or modification would cause this Plan to no
longer comply with the applicable provisions of the Code governing incentive
stock benefits as they may be amended from time to time, such amendment or
modification shall also be approved by the shareholders of the Company.


ATTEST:



/s/ Richard D. Surber
----------------------------------------------
Richard D. Surber, President and CEO


                                       13

<PAGE>



                           SECTION 10(A) PROSPECTUS OF
                   GOLDEN OPPORTUNITY DEVELOPMENT CORPORATION

October 30, 2001: This document constitutes part of a prospectus covering
securities of Golden Opportunity Development Corporation, a Nevada corporation
(the "Company"), that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"). This document, a Section 10(a) Prospectus,
contains and constitutes four sections. The first section includes "General Plan
Information." "Registrant Information and Employee Plan Annual Information" is
the next portion and is located in this prospectus. The Company's latest Form
10-KSB, for the fiscal year ended December 31, 2000, which is incorporated
herein by this reference, is the third section with which offerees are being
constructively provided. Finally, offerees are being provided with a Stock
Option Agreement and a Notice of Exercise, which is to be completed and
submitted within the time allowed, with tender of the appropriate consideration
for those who wish to exercise their options.

Item 1.  General Plan Information

The Company's board of directors (the "Board") has adopted a stock option plan
for its employees and others entitled "The 2001 Employee Benefit Plan of Golden
Opportunity Development Corporation" (the "Plan"). Pursuant to the Plan, the
Board can authorize the issuance of, or options to purchase, up to One Million
Five Hundred Thousand (1,500,000) shares of $0.001 par value common stock of the
Company (the "Common Stock").

The Board adopted the Plan on October 16, 2001. The Plan is intended to aid the
Company in maintaining and continuing its development of a quality management
team, in attracting qualified employees, consultants, and advisors who can
contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"). Administration of
the Plan is the exclusive province of the Board. Board members are elected at
each annual meeting of shareholders. The term each Board member serves is
therefore one year. If an annual meeting is not held the member shall serve
until the next submission of matters to a vote of Company's shareholders.

As ultimate administrators of the Plan, the Board should be contacted with
requests for additional Plan information. Alternatively, the Board may appoint a
committee to administer the Plan (hereinafter the Board or its duly authorized
committee shall be referred to as "Plan Administrators"). As no committee has
been authorized by the Board, the current Board members are the Plan
Administrators. This group includes Richard D. Surber and John E. Fry, Jr. The
address of the Board is c/o the Company, 268 West 400 South, Suite 300, Salt
Lake City, Utah 84101, telephone (801) 575-8073.

In the event a vacancy in the Board arises, the vote of a majority of remaining
directors may select a successor, or, if the vacancy is not filled by the
remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.



                                       14

<PAGE>



The Plan Administrators shall interpret the Plan (which interpretation is
binding on the participants absent demonstrable error), determine which
employees or others shall receive options, decide the number of shares subject
to such options and establish other terms of the options not already established
in the Company's Plan. Information concerning changes in the Plan Administrators
will be provided in the future either in the Company's proxy statements, annual
or other reports, or in amendments to this document.

Securities to be Offered

Common stock or options to purchase common stock up to a maximum of One Million
Five Hundred Thousand (1,500,000) shares of Common Stock may be granted under
the Plan. All options under the Plan are "non- qualified" stock options. The
number of shares of Common Stock issuable under the Plan is subject to
adjustment in the event of changes in the outstanding shares of Common Stock
resulting from stock dividends, stock splits, or re-capitalizations.

Employees Who May Participate in the Plan

The Board shall determine which of the Company's employees are eligible to
receive common stock or options under the Plan. The term "Employee" includes any
employee, director, officer, or consultant or advisor of the Company or any of
its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

The Plan Administrators shall determine which employees shall receive common
stock or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

Options granted under the Plan shall be exercisable as determined by the Plan
Administrators. If an option granted under the Plan should expire or terminate
for any reason without having been exercised in full, the unpurchased shares
subject to that option will again be available for grant under the Plan.

The exercise price payable to the Company for Option Shares shall be as set
forth from time to time by the Plan Administrator. The exercise of any Option
shall be contingent on receipt by the Company of the exercise price paid in
either cash, certified or personal check payable to the Company.

The shares of Common Stock subject to the Plan and the exercise price of
outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan shall
be non-transferable, except by means of a will or the laws of descent and
distribution.

Amendments and Termination

The Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any options then outstanding under the Plan. The Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in the Plan or the date on which an option for the one
million five hundred


                                       15

<PAGE>

thousandth share is either granted under the Plan or on which the one million
five hundred thousandth share is deregistered on a post-effective amendment on
Form S-8 filed with the Securities and Exchange Commission (the "SEC"). No
options may be granted under the terms of the Plan after it has been terminated.
The Board may alter or amend the Plan only once during any six month period,
except as to comply with changes to the Code. No termination, suspension,
alteration or amendment may adversely affect the rights of a holder of a
previously issued option without the consent of that holder.

Resale of Common Stock

Shares of Common Stock purchased on exercise of options granted under the Plan
will have been initially registered pursuant to a Form S-8 Registration
Statement filed by the Company. Subsequent resales of shares obtained pursuant
to the Plan may be eligible for immediate resale depending on whether an
exemption from registration is available or whether the shares are in fact
registered. The Company makes no statement as to subsequent marketability of
specific shares obtained pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

As may be applicable for subsequent resale of shares obtained from the Plan, the
Board believes that the Company has filed all reports and other materials
required to be filed during the preceding twelve months under the Securities
Exchange Act of 1934 as of October 17, 2001.

Tax Effects of Plan Participation & Non-statutory Options

The following discussion of the federal income tax consequences of participation
in the Plan is only a summary, does not purport to be complete, and does not
cover, among other things, state and local tax consequences. Additionally,
differences in participants' financial situations may cause federal, state, and
local tax consequences of participation in the Plan to vary. Therefore, each
participant in the Plan is urged to consult his or her own accountant, legal or
other advisor regarding the tax consequences of participation in the Plan. This
discussion is based on the provisions of the Code as presently in effect.

Under the current provisions of the Code, if shares of Common Stock are issued
to the original holder of a non- qualified option granted and exercised under
the Plan (assuming there is not an active trading market for options of the
Company), (i) the option holder ("Holder") will not recognize income at the time
of the grant of the option; (ii) on exercise of the option the Holder will
recognize ordinary income in an amount equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the
exercise price; (iii) upon the sale of the shares of Common Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the difference between the amount he or she receives from the
sale of those shares and the Holder's tax basis in the shares (as described
below); and (iv) the Company will be entitled to expense as compensation the
amount of ordinary income that the Holder recognized, as set forth in Clause
(ii) above.

If the Holder pays the exercise price entirely in cash, the tax basis of the
shares of Common Stock will be equal to the amount of the exercise price paid
plus the ordinary income recognized by the Holder from exercising the options.
This basis should equal the fair market value of the shares of Common Stock
acquired on the date of exercise. The holding period will begin on the day after
the tax basis of the shares is determined.


                                       16

<PAGE>


The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be due with
respect to the exercise of the options. The Company will initially pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

Item 2.  Registrant Information and Employee Plan Annual Information

The Company will provide to any Employee upon request a copy, without charge, of
the Company's periodic reports filed with the SEC, including its latest annual
report on Form 10-KSB and its quarterly reports on Form 10-QSB. The Company will
also provide any Employee upon written or oral request a copy, without charge,
of the documents incorporated by reference in Item 3 of Part II of the Form S-8
registration statement. These documents are also incorporated by reference into
the Section 10(a) prospectus, of which this document is a part. Requests for
such information should be directed to the Company at 268 West 400 South, Suite
300, Salt Lake City, Utah 84101, Telephone (801) 575-8073.





























                                       17
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                   Golden Opportunity Development Corporation
             (Exact name of registrant as specified in its charter)

                  Nevada                               87-0067813
                  ------                               ----------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)               Identification No.)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
    ------------------------------------------------------------------------
                    (Address of principal executive offices)

    2001 Employee Benefit Plan of Golden Opportunity Development Corporation
    ------------------------------------------------------------------------
                            (Full title of the plan)

  LaVonne L. Frost, 711 South Carson Street, Suite 1, Carson City, Nevada 89701
    ------------------------------------------------------------------------
           (Name, address, including zip code, of agent for service)

   Telephone number, including area code, of agent for service: (775) 883-5755
                                                                --------------

                        CALCULATION OF REGISTRATION FEE
Title of Securities to         Amounts to           Proposed Maximum             Proposed Maximum            Amount of
    be Registered                  be              Offering Price Per           Aggregate Offering         Registration
                               Registered               Share(1)                       Price                    Fee
    Common Stock,              1,500,000                 $0.012                       $18,000                  $4.50
   $0.001 par value
==========================  ================  ============================  =========================== ===================
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the book value of the registrant's common stock as of
         September 30, 2001, the date of the most recent financial statements of
         the registrant.

                                        1
2001 Employee Benefit Plan of Golden Opportunity Development Corporation
                  Cross-Reference Sheet Pursuant to Rule 404(a)

Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings       Prospectus Heading

1.       Plan Information                              Section 10(a) Prospectus

2.       Registrant Information and                    Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

The following documents filed by Golden Opportunity Development Corporation, a
Nevada corporation (the "Company"), with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:

         1.       The Company's Form 10-SB/A-2 filed with the Securities and
                  Exchange Commission on May 2, 2000.

         2.       The Company's Form 10-KSB filed with the Securities and
                  Exchange Commission on March 30, 2001.

         3.       All reports filed by the Company with the Commission pursuant
                  to Section 13(a) or 15(d) of the Exchange Act of 1934, as
                  amended (the "Exchange Act"), since the end of the fiscal
                  year ended December 31, 2000.

         4.       The description of the Common Stock contained in the
                  Company's Form 10-SB Registration Statement filed on October
                  15, 1999 under the Securities Act, including any amendment
                  or report filed for the purpose of updating such description.

Prior to the filing, if any, of a post-effective amendment that indicates that
all securities covered by this Registration Statement have been sold or that
de-registers all such securities then remaining unsold, all reports and other
 documents subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.

                                        2
Item 4.  Description of Securities

The common stock of the Company being registered pursuant to this Registration
Statement is part of a class of securities registered under Section 12 of the
Exchange Act. A description of such securities is contained in the Company's
initial Form 10-SB Registration Statement filed with the Commission on October
15, 1999, and any amendment or report filed for the purpose of updating such
description. Said description is incorporated herein by reference. (See "Item
3. Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

Michael Golightly, an attorney licensed to practice law in the States of Utah
and Texas, is named herein as having rendered an opinion on the validity of the
securities being registered herein and with respect to legal matters concerning
the registration and offering of the securities referred to herein. Mr.
Golightly will be paid 5,000 shares of the $0.001 par value shares of the
Company's stock pursuant to the Company's 2001 Benefit Plan as compensation for
his legal work, which shares represent less than one percent (1%) of the issued
and outstanding shares of the Company.

Item 6. Indemnification of Directors and Officers

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to members of the
board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

The Company's Bylaws and section 78.751 of the Nevada Revised Statutes provide
for indemnification of the Company's officers and directors in certain
situations where they might otherwise personally incur liability, judgments,
penalties, fines and expenses in connection with a proceeding or lawsuit to
which they might become parties because of their position with the Company.

Indemnification: The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of Nevada, any person
made, or threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he
is or was a director or officer of the Company, or served any other enterprise
as director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities ( other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

                                        3
The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification provisions and is limited by reference to the Sections of the
Nevada Revised Statutes, provisions of the Company's Bylaws and the Company's
Articles of Incorporation, or any amendments thereto.

Item 7.   Exemption from Registration Claimed

No restricted securities are being reoffered or resold pursuant to this
registration statement.

Item 8. Exhibits.

The exhibits attached to this Registration Statement are listed in the Exhibit
Index, which is found on page 6.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement to include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement.

         (2)      To treat, for the purpose of determining any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  as a new registration statement relating to the securities
                  offered therein, and the offering of such securities at that
                  time shall be deemed to be the initial bona fide offering
                  thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(b)      The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Securities Exchange Act of 1934) that is
         incorporated by reference in this Registration Statement shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the registrant pursuant to the foregoing
         provisions, or otherwise, the registrant has been advised that in the
         opinion of the Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling
         person in connection with the securities being registered, the
         registrant will, unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

                                        4
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Salt Lake City, Utah on October 30, 2001.

                    Golden Opportunity Development Corporation

                    By:    /s/ Richard D. Surber
                        ----------------------------------------
                        Richard D. Surber, President/CEO & Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

Signature                          Title                    Date

/s/ Richard D. Surber              Director                 October 30, 2001
---------------------------
Richard D. Surber

/s/ John E. Fry, Jr.               Director                 October 30, 2001
----------------------------
John E. Fry, Jr.

                                        5
INDEX TO EXHIBITS
Sequentially
Exhibits     SEC Ref. No.  Description of Exhibit                     Numbered Pages
--------     ------------  ----------------------                     --------------
A          5, 23(b)     Opinion and consent of Counsel
                           with respect to the legality of                   7
                           the issuance of securities being
                           issued

   B           23(a)       Consent of Accountant                             9
   C             4         2001 Employee Benefit Plan of the Company         10
   D             99        Section 10(a) Prospectus                          14
6
MICHAEL GOLIGHTLY
                               268 West 400 South
                                    Suite 300  Telephone: (801) 575-8073 ext 152
Attorney at Law            Salt Lake City, Utah 84101  Facsimile: (801) 521-2081
Admitted in Texas and Utah

                                October 29, 2001

Board of Directors
Golden Opportunity Development Corporation
C/O Richard D. Surber, President
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

To the Board of Directors of Golden Opportunity Development Corporation

Golden Opportunity Development Corporation, a Nevada corporation (the
"Company"), has informed me of its intention to file with the Securities and
Exchange Commission ("SEC"), on or about October 30, 2001, a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement"), concerning the registration of 1,500,000 shares (the
"Shares") of the Company's common stock, $0.001 par value ("Common Stock"),
issued pursuant to an employee benefit plan (the "Plan"). In connection with the
filing of the Registration Statement, you have requested my opinion regarding
the validity of the issuance of such Shares.

This opinion letter (this "Opinion") is governed by, and shall be interpreted in
accordance with the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, limitations, all as more particularly described in the Accord,
and this Opinion should be read in conjunction therewith.

You have represented to me that the Company is current in its filings with the
SEC, that the Company's board of directors has authorized the filing of a Form
S-8 and that the quantity of shares to be included in the Form S-8 is available
for issuance based on the quantity authorized for issuance in the Company's
Articles of Incorporation and on the amount of shares actually issued and
outstanding. Based on these representations and to the best of my knowledge, I
am of the opinion that the Form S-8 is an available form of registration and
that the Shares issuable pursuant to the Plan have been duly and validly
authorized and, upon payment therefor in accordance with the Plan, will be
validly issued, fully paid and non-assessable by the Company. This Opinion is
conditioned upon the above requirements being met.

The opinion set forth above is predicated upon and limited to the correctness of
the assumptions set forth herein and in the Accord, and is further subject to
qualifications, exceptions, and limitations set forth below:

         A.    I expressly except from the opinion set forth herein any opinion
               or position as to whether or to what extent a Nevada court or any
               other court would apply Nevada law, or the law of any other state
               or jurisdiction, to any particular aspect of the facts,
               circumstances and transactions that are the subject of the
               opinion herein contained.

                                        7
B.    In expressing the opinion set forth herein, I have assumed the
               authenticity and completeness of all corporate documents, records
               and instruments provided to me by the Company and its
               representatives. I have assumed the accuracy of all statements of
               fact contained therein. I have assumed that all information and
               representations made or provided to me by the Company or its
               authorized representatives is correct and that there are shares
               available to be issued pursuant to the Plan. I have further
               assumed the genuineness of signatures (both manual and
               conformed), the authenticity of documents submitted as originals,
               the conformity to originals of all copies or faxed copies and the
               correctness of all such documents.

         C.    In rendering the opinion that the shares of Common Stock to be
               registered pursuant to Form S-8 and issued under the Plan will be
               validly issued, fully paid and non-assessable, I assumed that:
               (1) the Company's board of directors has exercised good faith in
               establishing the value paid for the Shares; (2) all issuances and
               cancellation of the Capital Stock of the Company will be fully
               and accurately reflected in the Company's Stock Records as
               provided by the Company's transfer agent; and (3) the
               consideration, as determined by the Company's board of directors,
               to be received in exchange for each issuance of Common Stock of
               the Company will have been paid in full and actually received by
               the Company when the Shares are actually issued.

         D.    I expressly except from the opinion set forth herein any
               opinion concerning the need for compliance by any party, and
               in particular by the Company, with the provisions of the
               securities laws, regulations, and/or rules of the United
               States of America, the State of Nevada or any other
               jurisdiction with regard to any other issue not expressly
               addressed herein, which exclusion shall apply, but not be
               limited to, the subsequent tradeability of the Shares on
               either state or Federal level.

         E.    In rendering the opinion that Form S-8 is available, I have
               assumed that the Company is satisfying the various substantive
               requirements of Form S-8 and I expressly disclaim any opinion
               regarding the Company's compliance with such requirements,
               whether they be of federal or state origin.

         F.    The opinion contained in this letter is rendered as of the
               date hereof, and I undertake no and disclaim any, obligation
               to advise you of any changes in or any new developments which
               might affect any matters or opinions set forth herein.

This Opinion is valid only as of the signature date and may be relied upon by
you only in connection with filing of the S-8 Registration Statement. I hereby
consent to its use as an exhibit to the Registration Statement. However, this
opinion may not be used or relied upon by you or any other person for any
purpose whatsoever, except to the extent authorized in the Accord, without, in
each instance, my prior written consent. In the event that any of the facts are
different from those which have been furnished to me and upon which I have
relied, the conclusions as set forth above cannot be relied upon.

                                   Very truly yours,

                                   /s/ Michael Golightly
                                   Michael Golightly

                                        8
Mantyla McReynolds, P.C., Letterhead
------------------------------------------------------------------------------

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Golden Opportunity Development Corporation
268 West 400 South, Suite 300
Salt Lake City, Utah 84101

We do hereby consent to the use of our audit report as of and for the years
ended December 31, 2000 and 1999 dated March 28, 2001 in the Form S-8
Registration Statement of Golden Opportunity Development Corporation dated
October 30, 2001.

/s/ Mantyla McReynolds, P.C.
--------------------------------------
Mantyla McReynolds, P.C.

                                        9
THE 2001 BENEFIT PLAN
                                       OF
                         GOLDEN OPPORTUNITY DEVELOPMENT
                                   CORPORATION

                                       10
THE 2001 EMPLOYEE BENEFIT PLAN OF GOLDEN OPPORTUNITY DEVELOPMENT
                                   CORPORATION

Golden Opportunity Development Corporation, a Nevada corporation (the
"Company"), hereby adopts The 2001 Employee Benefit Plan of Golden Opportunity
Development Corporation (the "Plan") this 29th day of October, 2001. Under the
Plan, the Company may issue stock, or grant options to acquire the Company's
common stock, $0.001 par value (the "Stock"), from time to time to employees of
the Company or its subsidiaries, all on the terms and conditions set forth
herein ("Benefits"). In addition, at the discretion of the Board of Directors,
Benefits may from time to time be granted under this Plan to other individuals,
including consultants or advisors, who contribute to the success of the Company
or its subsidiaries but are not employees of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services must not be in connection with the offer or sale of securities
in a capital-raising transaction. No stock may be issued, or option granted
under the benefit plan to consultants, advisors, or other persons who directly
or indirectly promote or maintain a market for the Company's securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of One Million Five Hundred
Thousand (1,500,000) shares of Stock may be subject to, or issued pursuant to,
Benefits granted under this Plan. If any right to acquire Stock granted under
this Plan is exercised by the delivery of shares of Stock or the relinquishment
of rights to shares of Stock, only the net shares of Stock issued (the shares of
stock issued less the shares of Stock surrendered) shall count against the total
number of shares reserved for issuance under the terms of this Plan.

4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

                                       11
5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

6. Term of Options issued as Benefits and Certain Limitations on
   Right to Exercise.
   --------------------------------------------------------------

         a.    Each Option issued as a benefit hereunder ("Option") shall have
               its term established by the Plan Administrators at the time the
               Option is granted.

         b.    The term of the Option, once it is granted, may be reduced only
               as provided for in this Plan and under the express written
               provisions of the Option.

         c.    Unless otherwise specifically provided by the written provisions
               of the Option or required by applicable disclosure or other legal
               requirements promulgated by the Securities and Exchange
               Commission ("SEC"), no participant of this Plan or his or her
               legal representative, legatee, or distributee will be, or shall
               be deemed to be, a holder of any shares subject to an Option
               unless and until such participant exercises his or her right to
               acquire all or a portion of the Stock subject to the Option and
               delivers the required consideration to the Company in accordance
               with the terms of this Plan and then only as to the number of
               shares of Stock acquired. Except as specifically provided in this
               Plan or as otherwise specifically provided by the written
               provisions of the Option, no adjustment to the exercise price or
               the number of shares of Stock subject to the Option shall be made
               for dividends or other rights for which the record date is prior
               to the date on which the Stock subject to the Option is acquired
               by the holder.

         d.    Options shall vest and become exercisable at such time or times
               and on such terms as the Plan Administrators may determine at the
               time of the grant of the Option.

         e.    Options may contain such other provisions, including further
               lawful restrictions on the vesting and exercise of the Options as
               the Plan Administrators may deem advisable.

         f.    In no event may an Option be exercised after the expiration of
               its term.

         g.    Options shall be non-transferable, except by the laws of descent
               and distribution.

7. Exercise Price.
   --------------
The Plan Administrators shall establish the exercise price Payable to the
Company for shares to be obtained pursuant to Options which exercise price
may be amended from time to time as the Plan Administrators shall determine.

8. Payment of Exercise Price.
   -------------------------
The exercise of any Option shall be contingent on receipt by the Company
of the exercise price paid in either cash, certified or personal check payable
to the Company.

                                       12
9. Withholding.
   -----------
If the grant of a Benefit hereunder, or exercise of an Option given as a Benefit
is subject to withholding or other trust fund payment requirements of the
Internal Revenue Code of 1986, as amended (the "Code"), or applicable state or
local laws, the Company will initially pay the Optionee's liability and will be
reimbursed by Optionee no later than six months after such liability arises and
Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment.
    ----------------------------

The shares of Common Stock subject to this Plan and the exercise price of
outstanding Options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. The Company, at its option, may adjust the Options,
issue replacements, or declare Options void.

11. Benefits to Foreign Nationals.
    -----------------------------
The Plan Administrators may, in order to fulfill the purpose of this Plan and
without amending this Plan, grant Benefits to foreign nationals or individuals
residing in foreign countries that contain provisions, restrictions, and
limitations different from those set forth in this Plan and the Benefits made to
United States residents in order to recognize differences among the countries in
law, tax policy, and custom. Such grants shall be made in an attempt to give
such individuals essentially the same benefits as contemplated by a grant to
United States residents under the terms of this Plan.

12. Listing and Registration of Shares.
    ----------------------------------
Each Option shall be subject to the requirement that if at any time the Plan
Administrators shall determine, in their sole discretion, that it is necessary
or desirable to list, register, or qualify the shares covered thereby on any
securities exchange or under any state or federal law, or obtain the consent or
approval of any governmental agency or regulatory body as a condition of, or in
connection with, the granting of such Option or the issuance or purchase of
shares thereunder, such Option may not be exercised in whole or in part unless
and until such listing, registration, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Plan
Administrators.

13. Expiration and Termination of this Plan.
    ---------------------------------------
This Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any Options then outstanding under this Plan. This Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in this Plan or the date on which the One Million Five
Hundred Thousandth share is issued hereunder.

14. Amendment of this Plan.
    ----------------------
This Plan may not be amended more than once during any six month period, other
than to comport with changes in the Code or the Employee Retirement Income
Security Act or the rules and regulations promulgated thereunder. The Plan
Administrators may modify and amend this Plan in any respect; provided, however,
that to the extent such amendment or modification would cause this Plan to no
longer comply with the applicable provisions of the Code governing incentive
stock benefits as they may be amended from time to time, such amendment or
modification shall also be approved by the shareholders of the Company.

ATTEST:

/s/ Richard D. Surber
----------------------------------------------
Richard D. Surber, President and CEO

                                       13
SECTION 10(A) PROSPECTUS OF
                   GOLDEN OPPORTUNITY DEVELOPMENT CORPORATION

October 30, 2001: This document constitutes part of a prospectus covering
securities of Golden Opportunity Development Corporation, a Nevada corporation
(the "Company"), that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"). This document, a Section 10(a) Prospectus,
contains and constitutes four sections. The first section includes "General Plan
Information." "Registrant Information and Employee Plan Annual Information" is
the next portion and is located in this prospectus. The Company's latest Form
10-KSB, for the fiscal year ended December 31, 2000, which is incorporated
herein by this reference, is the third section with which offerees are being
constructively provided. Finally, offerees are being provided with a Stock
Option Agreement and a Notice of Exercise, which is to be completed and
submitted within the time allowed, with tender of the appropriate consideration
for those who wish to exercise their options.

Item 1.  General Plan Information

The Company's board of directors (the "Board") has adopted a stock option plan
for its employees and others entitled "The 2001 Employee Benefit Plan of Golden
Opportunity Development Corporation" (the "Plan"). Pursuant to the Plan, the
Board can authorize the issuance of, or options to purchase, up to One Million
Five Hundred Thousand (1,500,000) shares of $0.001 par value common stock of the
Company (the "Common Stock").

The Board adopted the Plan on October 16, 2001. The Plan is intended to aid the
Company in maintaining and continuing its development of a quality management
team, in attracting qualified employees, consultants, and advisors who can
contribute to the future success of the Company, and in providing such
individuals with an incentive to use their best efforts to promote the growth
and profitability of the Company.

The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), nor qualified under Section 401(a)
of the Internal Revenue Code of 1986, as amended (the "Code"). Administration of
the Plan is the exclusive province of the Board. Board members are elected at
each annual meeting of shareholders. The term each Board member serves is
therefore one year. If an annual meeting is not held the member shall serve
until the next submission of matters to a vote of Company's shareholders.

As ultimate administrators of the Plan, the Board should be contacted with
requests for additional Plan information. Alternatively, the Board may appoint a
committee to administer the Plan (hereinafter the Board or its duly authorized
committee shall be referred to as "Plan Administrators"). As no committee has
been authorized by the Board, the current Board members are the Plan
Administrators. This group includes Richard D. Surber and John E. Fry, Jr. The
address of the Board is c/o the Company, 268 West 400 South, Suite 300, Salt
Lake City, Utah 84101, telephone (801) 575-8073.

In the event a vacancy in the Board arises, the vote of a majority of remaining
directors may select a successor, or, if the vacancy is not filled by the
remaining Board, the vote of shareholders may also elect a successor to fill
such vacancy. Board members may be removed from office by the vote of
shareholders representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal. Plan Administrators who are not Board members can be
removed or appointed at any time for any reason by the majority vote of Board
members.

                                       14
The Plan Administrators shall interpret the Plan (which interpretation is
binding on the participants absent demonstrable error), determine which
employees or others shall receive options, decide the number of shares subject
to such options and establish other terms of the options not already established
in the Company's Plan. Information concerning changes in the Plan Administrators
will be provided in the future either in the Company's proxy statements, annual
or other reports, or in amendments to this document.

Securities to be Offered

Common stock or options to purchase common stock up to a maximum of One Million
Five Hundred Thousand (1,500,000) shares of Common Stock may be granted under
the Plan. All options under the Plan are "non- qualified" stock options. The
number of shares of Common Stock issuable under the Plan is subject to
adjustment in the event of changes in the outstanding shares of Common Stock
resulting from stock dividends, stock splits, or re-capitalizations.

Employees Who May Participate in the Plan

The Board shall determine which of the Company's employees are eligible to
receive common stock or options under the Plan. The term "Employee" includes any
employee, director, officer, or consultant or advisor of the Company or any of
its subsidiaries, provided that bona fide services shall be rendered by
consultants and advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

The Plan Administrators shall determine which employees shall receive common
stock or options. The Plan is not subject to ERISA and the securities are being
issued by the Company and not purchased on the open market or otherwise.

Options granted under the Plan shall be exercisable as determined by the Plan
Administrators. If an option granted under the Plan should expire or terminate
for any reason without having been exercised in full, the unpurchased shares
subject to that option will again be available for grant under the Plan.

The exercise price payable to the Company for Option Shares shall be as set
forth from time to time by the Plan Administrator. The exercise of any Option
shall be contingent on receipt by the Company of the exercise price paid in
either cash, certified or personal check payable to the Company.

The shares of Common Stock subject to the Plan and the exercise price of
outstanding options are subject to proportionate adjustment in the event of a
stock dividend on the Common Stock or a change in the number of issued and
outstanding shares of Common Stock as a result of a stock split, consolidation,
or other recapitalization. Options and all other interests under the plan shall
be non-transferable, except by means of a will or the laws of descent and
distribution.

Amendments and Termination

The Plan may be abandoned or terminated at any time by the Plan Administrators
except with respect to any options then outstanding under the Plan. The Plan
shall otherwise terminate on the earlier of the date that is five years from the
date first appearing in the Plan or the date on which an option for the one
million five hundred

                                       15
thousandth share is either granted under the Plan or on which the one million
five hundred thousandth share is deregistered on a post-effective amendment on
Form S-8 filed with the Securities and Exchange Commission (the "SEC"). No
options may be granted under the terms of the Plan after it has been terminated.
The Board may alter or amend the Plan only once during any six month period,
except as to comply with changes to the Code. No termination, suspension,
alteration or amendment may adversely affect the rights of a holder of a
previously issued option without the consent of that holder.

Resale of Common Stock

Shares of Common Stock purchased on exercise of options granted under the Plan
will have been initially registered pursuant to a Form S-8 Registration
Statement filed by the Company. Subsequent resales of shares obtained pursuant
to the Plan may be eligible for immediate resale depending on whether an
exemption from registration is available or whether the shares are in fact
registered. The Company makes no statement as to subsequent marketability of
specific shares obtained pursuant to the Plan and urges any persons seeking to
sell shares so obtained to seek counsel from independent attorneys.

As may be applicable for subsequent resale of shares obtained from the Plan, the
Board believes that the Company has filed all reports and other materials
required to be filed during the preceding twelve months under the Securities
Exchange Act of 1934 as of October 17, 2001.

Tax Effects of Plan Participation & Non-statutory Options

The following discussion of the federal income tax consequences of participation
in the Plan is only a summary, does not purport to be complete, and does not
cover, among other things, state and local tax consequences. Additionally,
differences in participants' financial situations may cause federal, state, and
local tax consequences of participation in the Plan to vary. Therefore, each
participant in the Plan is urged to consult his or her own accountant, legal or
other advisor regarding the tax consequences of participation in the Plan. This
discussion is based on the provisions of the Code as presently in effect.

Under the current provisions of the Code, if shares of Common Stock are issued
to the original holder of a non- qualified option granted and exercised under
the Plan (assuming there is not an active trading market for options of the
Company), (i) the option holder ("Holder") will not recognize income at the time
of the grant of the option; (ii) on exercise of the option the Holder will
recognize ordinary income in an amount equal to the excess of the fair market
value of the shares of Common Stock acquired at the time of exercise over the
exercise price; (iii) upon the sale of the shares of Common Stock the Holder
will recognize a short term or long term capital gain, or loss, as may be, in an
amount equal to the difference between the amount he or she receives from the
sale of those shares and the Holder's tax basis in the shares (as described
below); and (iv) the Company will be entitled to expense as compensation the
amount of ordinary income that the Holder recognized, as set forth in Clause
(ii) above.

If the Holder pays the exercise price entirely in cash, the tax basis of the
shares of Common Stock will be equal to the amount of the exercise price paid
plus the ordinary income recognized by the Holder from exercising the options.
This basis should equal the fair market value of the shares of Common Stock
acquired on the date of exercise. The holding period will begin on the day after
the tax basis of the shares is determined.

                                       16
The ordinary income received by the Holder on exercise of the option is
considered to be compensation from the Company. As with other forms of
compensation, withholding tax and other trust fund payments will be due with
respect to the exercise of the options. The Company will initially pay the
Optionee's liability and will be reimbursed by Optionee no later than six months
after such liability arises.

Item 2.  Registrant Information and Employee Plan Annual Information

The Company will provide to any Employee upon request a copy, without charge, of
the Company's periodic reports filed with the SEC, including its latest annual
report on Form 10-KSB and its quarterly reports on Form 10-QSB. The Company will
also provide any Employee upon written or oral request a copy, without charge,
of the documents incorporated by reference in Item 3 of Part II of the Form S-8
registration statement. These documents are also incorporated by reference into
the Section 10(a) prospectus, of which this document is a part. Requests for
such information should be directed to the Company at 268 West 400 South, Suite
300, Salt Lake City, Utah 84101, Telephone (801) 575-8073.

                                       17