Item 1. Description of Business.
History and Structure. We were incorporated in July of 2004 as Golden Valley Development, Inc. in the state of Nevada. From the date of incorporation to August of 2004, we were a wholly-owned subsidiary of Fresh Veg Broker.com, Inc., a Nevada corporation. Then, in August of 2004, we were spun off from Fresh Veg, and in that process the shares held by Fresh Veg were distributed to its own shareholders on a pro rata basis, making our shareholder base exactly the same as Fresh Veg’s shareholder base.
The business purpose of the spin-off was to separate three distinct, disparate business plans so that different, separate entities could focus on each business plan. Prior to the spin-off, there was a parent company - Fresh Veg - and two subsidiaries. We were one of the two subsidiaries. Our business plan is for a brokerage firm that specializes in buying commodities such as fresh fruits, vegetables and hay and re-selling them, as we describe below. The business plan belonging to the other former subsidiary of Fresh Veg, Pebble Beach Enterprises, was for the development and re-sale of real estate. Our then-parent company had planned on acquiring a third subsidiary which had certain technologies designed to assist medical insurance companies in securely receiving hospital data. Therefore, it was determined that three business plans - each requiring vastly different types of energy, talent and resources to operate - was too dispersing to be operated by one conglomerate, and so the two subsidiaries, Pebble Beach and Golden Valley, were spun off.
Subsequent to our being spun off from Fresh Veg, Fresh Veg changed its name to Tiger Team Technologies, Inc. officially on August 16, 2004, in order to better reflect the change in its business from a vegetable broker business - which is the business we inherited - to a company that dealt with certain technologies designed to assist medical insurance companies in securely receiving hospital data.
What We Do. We are a brokerage firm that specializes in buying commodities such as fresh fruits and vegetables and hay in California’s central valley from local farmers and then selling the products to buyers, such as supermarkets, wholesalers, and other farmers, also located in California.
We operate as a broker, someone who acts as the agent for the farmer in negotiating a contract between seller and buyer. The brokerage fee is generally collected from the seller. We earn our fee by arranging the transaction through written or phone communication and bringing the two parties together with a confirmation of sale. Our management team has over 25 years of combined brokerage experience in the produce industry, including the last year and a half with Golden Valley. Our expertise ranges from contract negotiation and product research to innovative business development.
Our business model begins with various buyers in need of produce, such as supermarkets and wholesalers, who buy on behalf of restaurants, restaurant chains and other large institutions; or in need of hay for animal feed. These buyers place their orders with us. After receiving an order from a buyer we prepare a quote. At that point, we check to see if we have any other pending orders for the same commodity that has not been purchased yet. If we do, we try to purchase a larger quantity from the farmer, and negotiate a lower price for buying at a bulk rate, which lowers our base cost and increases our profit.
We find the farmers who have the desired produce or hay, and then put in the order to the farmer. Before the goods are shipped from the farmer to the buyer, we send out our inspector to inspect them, to guarantee high level of quality and minimize disputes over damaged goods. Our inspectors, currently only Art and Annette Davis, do not allow damaged goods to ship. This way the customers know that they are receiving quality products with every order placed. If a customer receives damaged goods, we know that the damage occurred en route and the transportation company is responsible for the damage. We strive to ensure that all products are of the highest quality. In inspecting commodities, we use the USDA standards, the only broadly recognized quality standards in our industry, and due to Art and Annette Davis’s experience with similar ventures in the past, we will be able to train and test future inspectors in-house to follow these standards.
Competition. Our main competitors are mostly individual brokers with small offices and few or no employees. Varsity Produce and Manny Lawrence are the largest competitors to our knowledge.
The main competitive factor in our industry, however, does not come from other brokers, but from the changing nature of the industry. As farms become larger, they become more able to offer the same type of discounts to buyers that we can. Our advantage remains that we inspect all produce before it ships, and so ensure high quality produce, which is also an advantage over our competitors who, in the experience of Art and Annette Davis, have never inspected the produce being shipped or even were physically present during any part of the shipping process; however, our challenge is always to find more small, “niche” farmers and more “niche” buyers, such as for organic produce, unusual produce, hay and other niches.
In the experience of our management, customers usually pick up the produce from the seller with their own trucks. When necessary, however, we will have the capability to coordinate transportation for buyers. We are allied with Freymiller Trucking through verbal, informal agreements between our management and theirs, whose trucks, because of our alliance, can be contracted out at any time. Having access to such a broad transportation network allows us to offer reasonable transportation rates and still generate a profit. Since we are able to handle all of our clients’ shipping needs, there is more incentive for companies to buy goods from us rather than our competitors, providing another competitive advantage.
Regulation. Golden Valley has no involvement in the farming process. Therefore we do not need to conform to any environmental standards. When we supply transportation for the goods to be delivered, we contract out with trucking companies and it is ultimately the responsibility of the transportation company to make sure that all environmental laws in regards to transporting commodities are adhered to and followed.
Because we currently operate exclusively intra-state, we are not subject to federal agricultural regulations as a broker; specifically we are not covered under the United States Perishable Agricultural Commodities Act, abbreviated as “PACA”. However, as we expand into interstate deals, we would need to receive a license from the U.S. Department of Agriculture as a “broker”, defined by PACA in part as: “any person engaged in the business of negotiating sales and purchases of any perishable agricultural commodity in interstate or foreign commerce for or on behalf of the vendor or the purchaser, respectively…”. Receiving the license entails filling out a relatively simple application and paying a $550 annual fee. Licenses are granted fairly automatically unless the applicant has had a license revoked in the past or been otherwise found in violation of PACA or its regulations in the past. Maintaining a license would principally involve making sure we pay our farmers on time. If we are late in paying farmers, our license may be suspended by the U.S. Department of Agriculture. Since our business model includes the receipt of monies from the buyer before the farmers deliver the product, it is very unlikely we would have trouble maintaining our license.
Suppliers and Customers. California’s central valley services 70 percent of the nation’s produce and vegetables, and has hundreds of suppliers, i.e. farmers and sheds, and therefore sources and availability of the produce is good. Some of the small- and mid-size farmers who are most suited as suppliers in our business model include Gerowan Farms, HMC Farms, Bolthouse Farms, Grimway Farms and Giumarra Vineyards.
We have no major customers yet; our three customers so far have been ERE Sheep Company, M&E Farms and Diamond Cattle Company. However, major customers that have transacted business with Art and/or Annette Davis - our management team - in the past include Tops Supermarkets, Bi-Lo Supermarkets and Giant Foods.
Research and Development. We spent no money on research and development in the last three and a half years, relying instead on the experience of our management team, Art and Annette Davis, to make any amendments to our business or marketing plans.
Employees. We have no formal employees. Instead, our two management personnel - Art and Annette Davis - each dedicate 5-20 hours per week to conduct the business and prepare all requisite administration, including this filing.
Item 1A.
Item 1A. Risk factors
Fluctuations in our operating results on a quarterly and annual basis could cause the market price of our common stock to decline.
Our revenue and operating results have fluctuated significantly from period to period in the past and are likely to do so in the future. These fluctuations could cause the market price of our common stock to decline.
If our internal control over financial reporting does not comply with the requirements of the Sarbanes-Oxley Act, investor perceptions of our company may be adversely affected and could cause a decline in the market price of our stock.
Section 404 of the Sarbanes-Oxley Act of 2002 requires our management to report on, and our independent auditors to attest to, the effectiveness of our internal control structure and procedures for financial reporting. We have an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. We have incurred and expect to continue to incur significant expense and to devote significant management resources to Section 404 compliance. In the event that our chief executive officer, chief financial officer, chief accounting officer, or independent registered public accounting firm determine that our internal control over financial reporting is not effective as defined under Section 404, investor perceptions of our company may be adversely affected and could cause a decline in the market price of our stock.
We may experience a decrease in market demand or a supply disruption due to uncertain economic conditions in the United States market, including as a result of the concerns of terrorism, war and social and political instability.
Terrorist attacks in the United States and elsewhere, the continued presence of United States military forces in Iraq, and turmoil in the Middle East have contributed to the uncertainty in the United States and global economy and may lead to a decline in economic conditions, both domestically and internationally.
Our ability to raise capital in the future may be limited and our failure to raise capital when needed could prevent us from executing our growth strategy.
We believe that our existing cash will be sufficient for the next 12 months however there is no guarantee that in the future that we will be able to raise capital when needed.
Item 2.
Item 2. Description of Property.
Our principal office is a rented space in a dedicated office building at 1200 Truxton Ave., Suite 130 in Bakersfield, California provided to us at no charge by our majority shareholder.
We do not own any real estate or other property, nor do we invest in real estate.
Item 3.
Item 3. Legal Proceedings.
We are not a party of any pending or existing legal proceedings, nor the subject of any governmental proceedings.
Item 4.
Item 4. Submissions of Matters to a Vote of Security Holders.
None
Item 5.
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
The common stock is not currently traded
Part II
Item 6.
Item 6. Management’s Discussion and Analysis
SAFE HARBOR FOR FORWARD LOOKING STATEMENTS
The following discussion and analysis contains certain statements that may be deemed “forward-looking statements”. All statements, other than statements of historical fact, that address events or developments that we expect to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.
Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include: failure to successfully negotiate or subsequently close such transactions, inability to obtain required shareholder or regulatory approvals, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of management on the date the statements are made. We undertake no obligation to update these forward-looking statements in the event that managements beliefs, estimates or opinions, or other factors, should change.
Liquidity and Cash Requirements. Adavco Inc., a corporation owned jointly by Art and Annette Davis, loaned us $50,000 in October of 2004 to satisfy cash requirements, including accounting and auditing costs, for our first 36 months - through October of 2008. 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 December 31, 2009, our cash on hand was $4,060 and the amount owed to Adavco Inc. totaled $77,000.
Results of operations. In 2009, we brokered 3 transactions, primarily related to cattle, and recorded net revenues of $312. We incurred general and administrative expenses of $181,874, primarily related to accounting fees and rent expense. In addition, we incurred $3,428 of interest expense.
For the year we saw a decrease in revenues as compared to 2008. The decrease can be directly related to the continuing deterioration of economic conditions. We will continue with our strategic plan of servicing our current set of customers as well as working to obtain new ones. We have recently attempted to broker different commodities that we typically in the past have not brokered.
Industry Trends. As local farms consolidate, they become better able to negotiate sales directly with the buyers. Our primary customer is the smaller, “niche” farmers who do not have direct access to buyers. These niche farms typically produce crops such as alfalfa hay or grass hay, organic produce, and unusual or specialty commodities. However, there are still opportunities for us to work with larger farms and larger buyers on occasion, because we still retain the advantage of quality control. As we mention above, 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. In this way, we still are able to generate enough business to continue as a going concern.
Generation of revenues. We act as a broker between farms and wholesale buyers. In some cases, we broker products between two farms. For example, we may purchase alfalfa hay from one farm and sell it to a cattle farm. We generate net revenue form the margin between selling price and the buying price.
Marketing. Our company is local and will rely on our reputation and word-of-mouth to generate most of our customers. As mentioned above, we maintain a competitive advantage by thoroughly inspecting the product prior to shipment. Our management has historically found that happy customers are the best form of advertising. However, in conjunction with word-of-mouth marketing, we also plan to expand our advertising to various produce industry publications. We also will direct-mail to address lists endemic to our industry.
Our management team, Art and Annette Davis, has formed many partnerships, alliances and contacts while operating as produce brokers for the past 25 years. These business relationships provide an enormous base of resources from which we can operate. Most of our brokerage deals will start - as they have with our one transaction we have completed so far - with our management team’s large client base that we hope will contract with us to locate, purchase and deliver various commodities for them.
Potential Future Business Models. Additionally, we are currently researching the viability of farming certain commodities ourselves in order to lower the cost of goods sold and improve our profit margin. Whatever excess product was grown could be sold to the various competing brokers. By controlling the product, we can effectively control the quality of product that other brokers are able to supply. There is currently no precise plan in place and there can be no assurances that any such plan will be implemented.
Another option is to purchase the farmland outright and lease it back to the various farmers. By controlling the farmers you can demand the best product for the lowest price. This business model is possible with another loan from Adavco, which is controlled by our management team. We would feel ready for this model once we have completed several more transactions under our current model this year, and determined how much time and effort will be required to keep our current model viable.
Another profitable means of expansion we are exploring is to continue hiring brokers with established customer bases, who can promote the benefits of doing business with Golden Valley. The new hires would stay employed with Golden Valley as long as they can continually solicit new customers. The more customers these brokers bring Golden Valley, the higher their salaries and bonuses. We anticipate hiring one produce broker per year, beginning this year, to allow for reasonable expansion.
Item 7.
Item 7. Financial Statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board Directors
Golden Valley Development, Inc.
Bakersfield, California
We have audited the accompanying consolidated balance sheets of Golden Valley Development, Inc. as of December 31, 2009 and 2008 and the related consolidated statements of operations, statements of stockholder's deficit, and cash flows for the years ended December 31, 2009 and 2008. These consolidated financial statements are the responsibility of Golden Valley Development, Inc.'s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. Golden Valley is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Golden Valley’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Golden Valley Development, Inc. as of December 31, 2009 and 2008 and the results of operations, statements of stockholder's deficit, and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that Golden Valley Development, Inc. will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, Golden Valley Development, Inc. suffered recurring losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
March 29, 2010
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
GOLDEN VALLEY DEVELOPMENT, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business. Golden Valley Development, Inc. (“Golden Valley”) was incorporated in Nevada on July 26, 2004. Golden Valley is a commodities broker. In late December, 2007, Golden Valley incorporated a wholly-owned subsidiary, Central Valley Commodity Brokers Inc.
Consolidation Policy. On March 10, 2008, we spun off our wholly owned subsidiary Central Valley Commodity Brokers Inc. to our shareholders on a pro rata basis. The business had no history of operations, revenue, assets or operational history.
The company adopted the provisions of ASC 718 requiring equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at grant date, based on the fair value of the award.
Cash and Cash Equivalents. For purposes of the statement of cash flows, Golden Valley considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Use of Estimates. In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenue and expenses in the statement of expenses. Actual results could differ from those estimates.
Revenue Recognition. Golden Valley recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. Golden Valley performs as a broker without assuming the risks and rewards of ownership of the goods, therefore sales are reported on a net basis. After receiving an order, Golden Valley will locate and inspect the desired item. The item will be shipped directly to the customer from the supplier by Golden Valley or the customer can arrange for pickup at the supplier. The item must meet certain industry standards prior to customer acceptance. If the industry standards are not met, the loss carries back to the supplier. If the item meets industry standards and the customer were to reject the item, the loss belongs to the customer. Golden Valley recognizes revenues at the time the customer accepts the item.
Income Taxes. Golden Valley recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Golden Valley provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
Basic and Diluted Net Loss Per Share. Basic and diluted net loss per share calculations are presented in accordance with Financial Accounting Standards Statement 128, and are calculated on the basis of the weighted average number of common shares outstanding during the year. They include the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the absence of common stock equivalents.
Recently Adopted Accounting Pronouncements. In May 2009, FASB issued ASC 855, “Subsequent Events”, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The Company evaluated all events or transactions that occurred after December 31, 2009 up through March 31, 2010, the date the Company issued these financial statements. During this period, the Company did not have any material recognizable subsequent events.
Golden Valley does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Golden Valley’s results of operations, financial position or cash flow.
NOTE 2 - GOING CONCERN
As shown in the accompanying financial statements, Golden Valley incurred recurring net losses for the years ended December 31, 2009 and 2008, has an accumulated deficit and a working capital deficit as of December 31, 2009. These conditions raise substantial doubt as to Golden Valley’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 Golden Valley is unable to continue as a going concern.
NOTE 3 - RELATED PARTY TRANSACTIONS
During 2007, Golden Valley entered into 5 similar notes with the same related party. These notes dated January, 12 2007, January 17, 2007, February 2, 2007, June 11, 2007, and September 4, 2007 were unsecured and carried an interest rate of 5%. The principal amounts were $7,000, $228,000, $202,850, $166,800 and $40,000. These loans were primarily used in the operations to purchase products. The $7,000, $228,000 and $202,850 notes were repaid during the year from the proceeds received in a brokering arrangement. All of the notes except for $10,000 of the $166,800 loan and the entire $40,000 loan were repaid in 2007. The remaining balance is due June 11, 2011. The loan interest on the notes for $7,000, $228,000, $202,850 was imputed at 5%. The loan interest on the notes for $10,000, $166,800 and $40,000 has an interest rate of 5%.
During 2008, Golden Valley entered into three similar notes with the same related party. The notes dated May 29, 2008, August 25, 2008, and December 1, 2008 were unsecured and carried an interest rate of 5%. The principal amounts were $3,000, $3,000, and $27,500. These loans were primarily used in the operations to purchase products. The $27,500 note was repaid during the year from the proceeds received in a brokering arrangement. The two remaining notes have not been repaid, bear interest at 5% and are due May 29, 2012 and August 25, 2012.
Adavco, Inc. is owned by the President and sole Director of GVD. During 2009, GVD participated in the following transactions: On January 26, 2009, Adavco loaned $5,000 to GVD due January 11, 2011 with 5 percent interest. On March 5, 2009, Adavco loaned $8,000 to GVD due March 5, 2011 with 5 percent interest. On April 6, 2009, GVD repaid $5,000 to Adavco Inc. On May 27, 2009, Adavco loaned GVD $3,000 due May 27, 2011 with 5 percent interset. On July 21, 2009, Adavco loaned GVD $5,000 due July 21, 2011 with 5 percent interest. On September 4, 2009, Adavco loaned GVD $12,000 at 5 percent interest which was paid back in full on September 21, 2009. On December 4, 2009, Adavco loaned GVD $5,000 at 5 percent interest to be paid back December 4 , 2011. These notes are unsecured.
Golden Valley is using office space provided by a related party on a rent-free, month to month basis. The fair value of the office space is $388 per month. Golden Valley had $4,656 and $4,658 of rent expense for the years ended December 31, 2009 and 2008, respectively. The rent is contributed to capital by a related party as a credit to additional paid in capital.
NOTE 4 - INCOME TAXES
Golden Valley uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During fiscal 2009 Golden Valley incurred a net loss and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $84,945 at December 31, 2009, and will expire in the year 2029.
At December 31, 2009 and 2008, deferred tax assets consisted of the following:
Deferred tax assets
NOTE 5. COMMON STOCK
In 2009, the Company issued 30,000,000 common shares valued at $155,988 for services under its "Management, Consultants and Advisors 'Stock-for-Services' Plan for Golden Valley Development, Inc., a Nevada corporation" stock participation plan. Four consultants participated by providing a variety of services which the company paid by issuing 30,000,000 shares.
Item 8.
Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
There have been no changes in or disagreements with our accountants.
Item 8A. Controls and Procedures.
Disclosure Controls
Our principal executive and financial officers have evaluated the effectiveness of our disclosure controls and procedures as of the end of our fiscal year 2009 (December 31, 2009), and have concluded that they are not effective to ensure that information required to be disclosed in the reports that we file pursuant to Section 12(g) of the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules under the Exchange Act. This was based on the material weakness noted below in our assessment of our internal control over financial reporting.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2009, the Company determined that we had a material weakness, as described below and therefore our internal controls over financial reporting were not effective.
We noted we have two, related material weaknesses regarding proper integration of duties, and the sharing of information among responsible parties, for the preparation of our financial statements. Our first material weakness identified, as of December 31, 2009, is that a majority of the preparation of financial statements was carried out by one person, who is an independent CPA to the Company. Additionally, the Company currently only has one officer/director having oversight on all transactions.
The second, related, material weakness we identified has to do with the sharing of information with the proper parties responsible for financial reporting. In the quarter ended September 30, 2009, we issued approximately 20 million shares of stock to consultants through a Form S-8 registered offering of our common shares; however, we failed to notify our independent CPA and our auditor of this material issuance. Upon discovery of this oversight, we immediately implemented new policies governing the sharing information, so that all actions which may affect the financial reporting of the company are now systematically and automatically reported as they occur to our independent CPA.
In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Management’s Annual Report on Internal Control Over Financial Reporting.
Golden Valley’s management is responsible for establishing and maintaining adequate control over financial reporting for Golden Valley, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of Golden Valley’s management, including our principal executive and principal financial officers, Golden Valley conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on this evaluation under the COSO Framework management concluded that its internal control over financial reporting was not effective as of December 31, 2009. We noted we have two, related material weaknesses regarding proper integration of duties, and the sharing of information among responsible parties, for the preparation of our financial statements. Our first material weakness identified, as of December 31, 2009, is that a majority of the preparation of financial statements was carried out by one person, who is an independent CPA to the Company. Additionally, the Company currently only has one officer/director having oversight on all transactions.
The second, related, material weakness we identified has to do with the sharing of information with the proper parties responsible for financial reporting. In the quarter ended September 30, 2009, we issued approximately 20 million shares of stock to consultants through a Form S-8 registered offering of our common shares; however, we failed to notify our independent CPA and our auditor of this material issuance. Upon discovery of this oversight, we immediately implemented new policies governing the sharing information, so that all actions which may affect the financial reporting of the company are now systematically and automatically reported as they occur to our independent CPA.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
Internal Controls
We do not expect that internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within its company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also 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 any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Part III
Item 9.
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.
Annette Davis, 53, director and treasurer - elected to directorship and office on July 26, 2004 to serve for one year; re-elected to both positions on July 26, 2005 for additional one-year term.
Ms. Davis had been CFO of Bakersfield Produce & Distributing, in Bakersfield, California, from 1977 until its closure in May, 2002. Bakersfield Produce had revenues exceeding $60,000,000 annually. She supervised its accounting department, reviewed balance sheets and income statements, approved capital expenditures, coordinated with CPAs for audit and tax filings purposes, and negotiated contracts with legal departments. Ms. Davis was responsible for this corporation’s fiscal aspects.
Ms. Davis had also served as Controller of Andes River Company, LLC, in Bakersfield, California, from 1999 until it ceased operations in December of 2003. She held the fiscal responsibilities of this company, which imported produce from the South American country of Chile and distributed it on the East Coast, with revenues of $40 million annually. Ms. Davis was responsible for its income and balance sheets, accounting department, approved all expenditures and outside business, established credit lines for the company, and coordinated with CPAs for tax returns in three states.
Ms. Davis is also currently President of Adavco, Inc., a real estate development company. Ms. Davis has been in that position since co-founding Adavco in 1982, and is the supervisor of accounting for Adavco projects, which include apartment buildings and custom homes.
From 1999-2004, Ms. Davis was also Treasurer of Fresh Veg Broker.com, Inc., our former parent company whose business plan, which never was successful, was to create a website where buyers and sellers of produce could do deals with each other online.
Ms. Davis is also the sole director of Pebble Beach Enterprises, Inc., which is also a reporting company under The Securities Exchange Act of 1934. She has been its director since July of 2004. As we describe above in our Description of Business section, Pebble Beach was at one time a subsidiary of our former parent, Fresh Veg Broker.com. In that respect, Pebble Beach and Golden Valley were considered “sister” companies until both we and Pebble Beach were spun off from Fresh Veg in 2004. Pebble Beach has a totally different business plan than we do, but Annette Davis serves as director of both companies. She is not an officer of Pebble Beach.
Art Davis, 56, director, president and secretary - elected to directorship and offices on July 26, 2004 to serve for one year; re-elected to all positions on July 26, 2005 for additional one-year term.
Mr. Davis had served as Vice-president of Bakersfield Produce & Distributing from 1977 until it ceased operations in 2002 in Bakersfield, California. The company added a consolidation point for chain supermarkets in 1979. In 1980, he was responsible for bringing in employees to begin a produce brokerage operation. The brokerage sales increased so rapidly that the wholesale and consolidations divisions were sold and Bakersfield Produce became Bakersfield Produce & Distributing Company, which grew to become one of the largest produce brokerage firms in the United States.
As Vice President, he was responsible for buying fresh fruit and vegetables from California and Arizona for shipment to several large supermarket chains on the East coast. Mr. Davis was personally responsible for shipping over 125 loads of produce per week and dealt with most of the shippers in the produce industry due to the volume of the business.
Mr. Davis is also currently Vice-President of Adavco, Inc., a real estate development company. Mr. Davis has been in that position since co-founding Adavco in 1982, and is a licensed contractor overseeing Adavco projects, which include apartment buildings and custom homes.
From 1999-2004, Mr. Davis was also President of Fresh Veg Broker.com, Inc., our former parent company whose business plan, which never was successful, was to create a website where buyers and sellers of produce could do deals with each other online.
Arthur Davis is the husband of Annette Davis.
Annette Davis is the wife of Arthur Davis.
Neither of the directors or executives of Golden Valley, nor any promoter or control person, was involved in any bankruptcy or insolvency action, nor was involved in any business which was involved in any such action at or within 2 years before the time of such filing, nor any criminal proceeding nor found to be in violation of any securities or futures laws or regulations nor has been barred or otherwise enjoined from participating in any type of business, securities or banking activities.
We do not have an audit committee financial expert serving on our audit committee, due to our relatively light revenues and operations and unreasonable expense an audit committee financial expert would pose for our business.
Golden Valley has adopted a Code of Ethics that applies to our principle executive officer (Arthur Davis), principal financial officer (Annette Davis), and principal controller (Annette Davis) and has posted it on our website www.goldenvalleydevelopment.com.
We undertake to provide to any person without charge, upon request, a copy of our Code of Ethics. To receive a copy of our Code of Ethics, mail a request for such to: Golden Valley Development, Inc., P.O. Box 2346, Bakersfield, CA 93303.
Item 10.
Item 10. Executive Compensation.
None of the officers or directors of Golden Valley is compensated nor has received any compensation, including any options or stock appreciation rights.
We have no employee contracts of any kind.
Item 11.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
We have no equity compensation plans or other arrangements and had none in the fiscal year covered by this Form.
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 shares1
95.1% of class
Director and Treasurer
Direct ownership
1200 Truxton Avenue #130
Bakersfield, CA 93301
The following represents the security ownership of all members of management:
Annette Davis
38,054,331 shares2
95.1% of class
Director and Treasurer
Direct ownership
c/o Golden Valley Development, Inc.
1200 Truxton Avenue #130
Bakersfield, CA 93301
Art Davis
0 shares3
0% of class
Director, President and Secretary
c/o Golden Valley Development, Inc.
1200 Truxton Avenue #130
Bakersfield, CA 93301
1 There are no shares which the listed beneficial owner has the right to acquire within sixty days, from options, warrants, rights, conversion privilege or similar obligations or instruments.
2 There are no shares which the listed beneficial owner has the right to acquire within sixty days, from options, warrants, rights, conversion privilege or similar obligations or instruments.
3 There are no shares which the listed beneficial owner has the right to acquire within sixty days, from options, warrants, rights, conversion privilege or similar obligations or instruments.
Item 12.
Item 12. Certain Relationships and Related Transactions.
During 2006, Golden Valley entered into four similar unsecured notes with the same related party. These notes, dated May 14, 2006, May 5, 2006, September 25, 2006 and December 26, 2006, were unsecured and carried no interest rate. The principal amounts borrowed under these notes were $173,000, $80,000, $50,000 and $60,000, respectively. These loans were primarily used in the operations to purchase products. The $173,000 and $80,000 notes were repaid during 2006 from the proceeds received in a brokering arrangement and the remaining notes were repaid during 2007.
During 2007, Golden Valley entered into 5 similar notes with the same related party. These notes dated January, 12 2007, January 17, 2007, February 2, 2007, June 11, 2007, and September 4, 2007 were unsecured and carried an interest rate of 5%. The principal amounts were $7,000, $228,000, $202,850, $166,800 and $40,000. These loans were primarily used in the operations to purchase products. The $7,000, $228,000 and $202,850 notes were repaid during the year from the proceeds received in a brokering arrangement. All of the notes except for $10,000 of the $166,800 loan and the entire $40,000 loan were repaid in 2007. The loan interest on the notes for $7,000, $228,000, $202,850 was imputed at 5%. The loan interest on the notes for $10,000, $166,800 and $40,000 has an interest rate of 5% and are due June 11, 2011 February 2, 2011 and June 11, 2011.
During 2008, Golden Valley entered into three similar notes with the same related party. The notes dated May 29, 2008, August 25, 2008, and December 1, 2008 were unsecured and carried an interest rate of 5%. The principal amounts were $3,000, $3,000, and $27,500. These loans were primarily used in the operations to purchase products. The $27,500 note was repaid during the year from the proceeds received in a brokering arrangement. The two remaining notes have not been repaid have a interest rate of 5% and are due May 29, 2012 and August 25, 2012.
Adavco, Inc. is owned by the President and sole Director of GVD. For the 12 months ended December 31, 2009 GVD participated in the following transactions: On January 26, 2009, Adavco, Inc. provided a $5,000 loan to GVD due January 11, 2011 with a 5 percent interest rate. On March 5, 2009, Adavco, Inc. provided an additional $8,000 loan to GVD due March 5, 2011 with 5 percent interest. On April 6, 2009, GVD, repaid $5,000 back to Adavco Inc. On May 27, 2009 Adavco, provided GVD with an additional loan of $3,000 at a 5 percent interest rate to be paid back May 27, 2011. On July 21, 2009 Adavco provided GVD with an additional loan of $5,000 at 5 percent interest to be due on July 21, 2011. On September 4, 2009 Adavco provided GVD with an additional loan of $12,000 at 5 percent interest which was paid back in full on September 21, 2009. On December 4, 2009Adavco provided GVD with an additional loan of $5,000 at 5 percent interest to be paid back December 4 , 2011. These notes are unsecured.
.
Golden Valley is using office space provided by a related party on a rent-free, month to month basis. The fair value of the office space is $388 per month. Golden Valley had $4,656 and $4,656 of rent expense for the year ended December 31, 2009 and 2008 respectively. The rent is contributed to capital by a related party as a credit to additional paid in capital.
We have no parent companies.
The names of our promoters are as follows:
Fresh Veg Broker.com, Inc., a Nevada corporation
H. Arthur Davis
Annette Davis
Item 13.
Item 13. Index to Exhibits.
Index No.
Description
Exhibit 3.1
Item 601(b)(3)(i)
Articles of Incorporation*
Exhibit 3.2
Item 601(b)(3)(ii)
Bylaws*
Exhibit 14
Item 601(b)(14)
Code of ethics (attached)
Exhibit 31.1 and 31.2
Item 601(b)(31)
Rule 13a-14(a)/15d-14(a) Certifications
(attached)
Exhibit 32.1 and 32.2
Item 601(b)(32)
Section 1350 (attached)
*
These exhibits are hereby incorporated by reference to our Registration Statement on Form 10-SB filed November 29, 2005. File No. 0-51637.
There are no management contracts or compensatory plans or arrangements required to be filed as an exhibit to this form.
Item 14.
Item 14. Principal Accountant Fees and Services.
Audit Fees
Aggregate fees billed for fiscal year 2009 and 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements, review of quarterly statements and other services provided in connection with statutory or regulatory filings or engagements: $13,000 and $16,000, respectively.
Audit-Related Fees
Aggregate fees billed in fiscal year 2009 and 2008 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under the “Audit Fees” caption above: $0 for both years.
Tax Fees
Aggregate fees billed in fiscal year 2009 and 2008 for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning: $0 for both years.
All Other Fees
Aggregate fees billed in fiscal year 2009 and 2008 for products and services provided by the principal accountant, other than the services reported above: $0 for both years.
Golden Valley’s audit committee’s pre-approval policy is to retain the services of a professional accountant only once the threshold established by Rule 2-01 of Regulation S-X has been met.
The audit committee’s pre-approval procedure is to carefully establish that each of the tests delineated in paragraphs (b) and (c)(1)-(3) of Rule 2-01 of Regulation S-X are met.
SIGNATURES
In accordance with Section 13 of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.