UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,
2009
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT
For the transition period from ________to
____________
|
Commission
file number
0001345294
GOLDEN VALLEY DEVELOPMENT,
INC.
a Nevada
corporation
1200
Truxtun Avenue #130
Bakersfield,
CA 93301
(661)
327-0067
I.R.S.
Employer I.D. #
84-1658720
Check
whether the issuer (1) filed all reports required to be filed by section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days Yes
x
No
o
Number of
shares of common stock of Golden Valley Development Inc. outstanding as of May
7, 2009: 42,400,000
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o
No
x
Transitional
Small Business Disclosure Format (Check One): Yes
o
No
x
PART
I. FINANCIAL INFORMATION
Item
1. Financial Statements
GOLDEN
VALLEY DEVELOPMENT, INC.
|
CONSOLIDATED
BALANCE SHEETS
March
31, 2009 and December 31, 2008
|
(unaudited)
|
|
|
3/31/2009
|
|
|
12/31/2008
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
1,494
|
|
|
$
|
446
|
|
Accounts
receivable
|
|
|
8,240
|
|
|
|
-
|
|
Prepaid
income taxes
|
|
|
600
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
|
10,334
|
|
|
$
|
446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
Liabilities
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
1,053
|
|
|
$
|
45
|
|
Accrued
interest
|
|
|
4,770
|
|
|
|
4,008
|
|
Notes
payable to related party
|
|
|
56,000
|
|
|
|
56,000
|
|
Total
current liabilities
|
|
|
61,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long
Term Liabilities
|
|
|
|
|
|
|
|
|
Notes
payable to related party
|
|
|
13,000
|
|
|
|
-
|
|
Total
long term liabilities
|
|
|
13,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
74,823
|
|
|
|
60,053
|
|
|
|
|
|
|
|
|
|
|
Stockholder's
Deficit
|
|
|
|
|
|
|
|
|
Common
Stock; $.001 par value;75,000,000 shares authorized
|
|
|
|
|
|
|
|
|
42,400,000
shares issued and outstanding
|
|
|
42,400
|
|
|
|
42,400
|
|
Additional
paid-in-capital
|
|
|
(9,346
|
)
|
|
|
(10,510
|
)
|
Accumulated
deficit
|
|
|
(97,543
|
)
|
|
|
(91,497
|
)
|
Total
Stockholders' Deficit
|
|
|
(64,489
|
)
|
|
|
(59,607
|
)
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Stockholders' Deficit
|
|
$
|
10,334
|
|
|
$
|
446
|
|
GOLDEN
VALLEY DEVELOPMENT, INC.
|
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
Three
Months Ended March 31, 2009 and 2008
|
|
(unaudited)
|
|
|
|
|
|
|
|
Three
Months
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
240
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Operating
Expenses
|
|
|
|
|
|
|
|
|
General
& Administrative
|
|
|
5,524
|
|
|
|
10,959
|
|
Interest
Expense
|
|
|
762
|
|
|
|
623
|
|
Total
Operating Expenses
|
|
|
6,286
|
|
|
|
11,582
|
|
|
|
|
|
|
|
|
|
|
Net
Loss
|
|
$
|
(6,046
|
)
|
|
$
|
(11,582
|
)
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per common share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
weighted average common
|
|
|
|
|
|
|
|
|
shares
outstanding
|
|
|
42,400,000
|
|
|
|
42,400,000
|
|
GOLDEN
VALLEY DEVELOPMENT, INC
CONSOLIDATED
STATEMENTS OF CASH FLOWS
Three
Months Ended March 31, 2009 and 2008
(unaudited)
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
Net
income (loss)
|
|
$
|
(6,046
|
)
|
|
$
|
(11,582
|
)
|
Adjustments
to reconcile net income (loss ) to net cash used in operating
activities:
|
|
|
|
|
|
|
|
|
Imputed
Rent
|
|
|
1,164
|
|
|
|
1,164
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts
receivable
|
|
|
(8,240
|
)
|
|
|
-
|
|
Prepaid
expenses and other current assets
|
|
|
(600
|
)
|
|
|
(600
|
)
|
Accounts
payable
|
|
|
1,008
|
|
|
|
1,420
|
|
Accrued
expenses
|
|
|
762
|
|
|
|
624
|
|
|
|
|
|
|
|
|
|
|
CASH
USED IN OPERATING ACTIVITIES
|
|
|
(11,952
|
)
|
|
|
(8,974
|
)
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Borrowings
on debt from related parties
|
|
|
13,000
|
|
|
|
-
|
|
CASH
PROVIDED BY FINANCING ACTIVITIES
|
|
$
|
13,000
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
NET
CHANGE IN CASH
|
|
|
1,048
|
|
|
|
(8,974
|
)
|
Cash
balance, beginning of the period
|
|
|
446
|
|
|
|
13,200
|
|
Cash
balance, end of the period
|
|
$
|
1,494
|
|
|
$
|
4,226
|
|
|
|
|
|
|
|
|
|
|
Supplemental
Disclosures
|
|
|
|
|
|
|
|
|
Taxes
paid
|
|
$
|
-
|
|
|
$
|
-
|
|
Interest
paid
|
|
$
|
-
|
|
|
$
|
-
|
|
GOLDEN
VALLEY DEVELOPMENT, INC.
Notes to
Consolidated Financial Statements
NOTE 1 -
BASIS OF PRESENTATION
The
accompanying unaudited interim consolidated financial statements
of Golden
Valley Development, Inc. (“GVD”), have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission, and should be read in
conjunction with the audited financial statements and notes thereto contained in
GVD's 2008 annual report on Form 10-K. In the opinion of management, all
adjustments, consisting of normal recurring adjustments, necessary for a fair
presentation of financial position and the results of operations for the interim
periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of the results to
be expected for the full year. Notes to the financial statements that would
substantially duplicate the disclosure contained in the audited financial
statements for fiscal year 2008, as reported in the Form 10-K, have been
omitted.
Note 2 -
GOING CONCERN
As shown
in the accompanying consolidated financial statements, GVD had an accumulated
deficit as of March 31, 2009 and minimal revenues for the three months ended
March 31, 2009. These conditions raise substantial doubt as to GVD’s ability to
continue as a going concern. Management is trying to raise additional capital
through sales of stock. The financial statements do not include any adjustments
that might be necessary if GVD is unable to continue as a going
concern.
Note 3 –
Related Party
On
January 26, 2009, ADAVACO, Inc. provided a $5,000 loan to GVD due January 11,
2011 with no interest. On March 5, 2009, ADAVCO, Inc. provided an
additional $8,000 loan to GVD due March 5, 2011 with no interest.
Item
2. Managements Discussion and Analysis
Liquidity and Cash
Requirements
Adavco
Inc., a related party, loaned us $50,000 in October of 2004 to satisfy cash
requirements, including accounting and auditing costs, for our first 48 months –
through October of 2009. In addition, Adavco has provided temporary funding to
support certain broker transactions. Additional funding may be available to us
from Adavco; however, based on our current cash forecasts, we do not expect to
borrow additional funds, except as may be needed on a short-term basis to
support a broker transaction. Our projected cash requirements over the next
twelve months should not exceed $15,000. However, our cash requirements will
increase significantly if we begin any advertising campaigns, as discussed below
in our Marketing subsection. As of March 31, 2009, our cash on hand was
$1,494.
Results of
Operations
During
the quarter ended March 31, 2009, we completed one transaction. The transaction
completed in March was for a net amount of $240. During these tough economic
conditions management will continue to try and develop new contacts and create
new transactions.
Industry Trends.
As
we discussed above, there is a growing trend in our industry which is of concern
to us. As farms grow and consolidate, they become better able to negotiate sales
directly with the buyers, since the farms now have the sufficient quantity to
satisfy most buyers.
Our
business model only works when there are still sufficient small, niche farmers
with which to work, and by “niche” farmers we mean those that produce a niche
crop such as alfalfa hay or grass hay, organic produce, and unusual or specialty
commodities. However, we are able to work with larger farms and larger buyers on
occasion, because we still retain the advantage of quality control. We send out
a field inspector to make sure all the produce loaded onto the trucks is high
quality, which is something the buyers do not do themselves, nor do the farmers,
nor do our competitors.
Description of
Property
.
Our
principal office is in a dedicated office building at 1200 Truxton Ave., Suite
130 in Bakersfield, California.
We own no
real estate nor other property, nor do we invest in real estate.
Plant and Significant
Equipment
We do not expect any purchase of any plant or significant
equipment assets in the next 12 months.
Number of Employees.
Our current number of employees is zero. We do not expect a
significant number in the change of employees in the next 12
months.
Security Ownership of
Certain Beneficial Owners and Management
.
We have
only one class of securities – our Common Stock.
The
following represents the security ownership of the only person who owns more
than five percent of our outstanding Common Stock:
Annette
Davis 38,054,331
shares 95.1%
of class
Financing Plans
We
will continue to rely on loans from Adavco Inc. to complete brokerage
transactions. At this time there has been nothing signed by Adavco Inc.
guaranteeing that such funds will be made available.
OFF
BALANCE SHEET ARRANGEMENTS
We have
no off balance sheet arrangements.
Item.3
Quantitative and Qualitative Disclosures About Market Risk
None.
Item 4.
Controls and
Procedures.
It is
management’s responsibility for establishing and maintaining adequate internal
control over financial reporting for Golden Valley Development. It is the
President’s ultimate responsibility to ensure the Company maintains disclosure
controls and procedures designed to provide reasonable assurance that material
information, both financial and non-financial, and other information required
under the securities laws to be disclosed is identified and communicated to
senior management on a timely basis. The Company’s disclosure controls and
procedures include mandatory communication of material events, management review
of monthly, quarterly and annual results and an established system of internal
controls.
As of
March 31 2009, management of the Company, including the President, conducted an
evaluation of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures with respect to the information generated for
use in this Quarterly Report. Based upon and as of the date of that evaluation,
the President and Treasurer have concluded the Company’s disclosure controls
were effective to provide reasonable assurance that information required to be
disclosed in the reports that the Company files or submits under the relevant
securities laws is recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules and forms. There have been no
changes in the Company’s internal control over financial reporting during the
period ended March 31, 2009, that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.
It should
be noted that while the Company’s management, including the President, believes
the Company’s disclosure controls and procedures provide a reasonable level of
assurance, they do not expect that the Company’s disclosure controls and
procedures or internal control over financial reporting will prevent all errors
and all fraud. A control system, no matter how well conceived or operated, can
provide only reasonable, not absolute, assurance the objectives of the control
system are met. Further, the design of a control system must reflect the fact
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance all control
issues and instances of fraud, if any, have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
controls. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
any design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to errors or fraud may occur and not be
detected.
This
quarterly report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management’s report in this quarterly report
.
Other
Information
Item
4. Exhibits
Index of Exhibits
|
1.
|
31.1
Certification of Director pursuant to Exchange Act Rules 13a-14(a) and
15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
2.
|
31.2
Certification of President pursuant to Exchange Act Rules 13a-14(a) and
15d-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
3.
|
32.1
Certification of Director pursuant to 18 U.S.C. Section 1350, adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
4.
|
32.2
Certification of President pursuant to 18 U.S.C. Section 1350, adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
Golden
Valley Development, Inc.
(Registrant)
|
|
|
|
|
|
Date
May 14, 2009
|
By:
|
/s/ Annette
Davis
|
|
|
|
Annette
Davis
|
|
|
|
Director,
Treasurer and Principal
Financial
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
May 14, 2009
|
By:
|
/s/ H.
Arthur Davis
|
|
|
|
H.
Arthur Davis
|
|
|
|
President,
Secretary and Principal Executive Officer
|
|
|
|
|
|
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