U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _____ to _____
Commission
File No.
(Exact Name of Registrant in its Charter)
(State or Other Jurisdiction of incorporation or organization) |
(I.R.S. Employer I.D. No.) |
(Address of Principal Executive Offices)
Issuer’s
Telephone Number:
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| None | None | Not Applicable |
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files.)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One)
Large
accelerated filer ☐ Accelerated filer ☐
Emerging
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:
August 15, 2022
Common Voting Stock:
GOLDEN ROYAL DEVELOPMENT INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDED JUNE 30, 2022
TABLE OF CONTENTS
Golden Royal Development Inc.
Condensed Balance Sheets
| June 30, 2022 | September 30, 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable - related party | ||||||||
| Due to officer - related party | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred stock, $ par value; shares authorized | ||||||||
| Series A Preferred stock, $ par value; shares designated, and , issued and outstanding, respectively | ||||||||
| Common stock, $ par value; shares authorized, and issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Stockholders’ Deficit | ( |
) | ( |
) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes to condensed unaudited financial statements.
| 2 |
Golden Royal Development Inc.
Condensed Statements of Operations
(Unaudited)
| For the Three Months Ended | For the Three Months Ended | For the Nine Months Ended | For the Nine Months Ended | |||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Professional fees | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Expenses | ||||||||||||||||
| Interest Expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS FROM OPERATIONS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for Income Taxes | ||||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss Per Share - Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares outstanding during the period - Basic and Diluted | ||||||||||||||||
See accompanying notes to condensed unaudited financial statements.
| 3 |
Golden Royal Development Inc.
Condensed Statement of Stockholders’ Deficit
For the three and nine months ended June 30, 2022
(Unaudited)
| Series A - | Additional | Total | ||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common stock | paid-in | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| In kind contribution of services and interest | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss for the three months ended December 31, 2021 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, December 31, 2021 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| In kind contribution of services and interest | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2022 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, March 31, 2022 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| In kind contribution of services and interest | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss for the three months ended June 30, 2022 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, June 30, 2022 (Unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
See accompanying notes to condensed unaudited financial statements.
| 4 |
Golden Royal Development Inc.
Condensed Statement of Stockholders’ Deficit
For the three and nine months ended June 30, 2021
(Unaudited)
| Series A - | Additional | Total | ||||||||||||||||||||||||||||||||||
| Preferred Stock | Preferred Stock | Common stock | paid-in | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance, September 30, 2020 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| In kind contribution of services and interest | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss for the three months ended December 31, 2020 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, December 31, 2020 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| In kind contribution of services and interest | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss for the three months ended March 31, 2021 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, March 31, 2021 (Unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| In kind contribution of services and interest | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss for the three months ended June 30, 2021 | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, June 30, 2021 (Unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
See accompanying notes to condensed unaudited financial statements.
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Golden Royal Development Inc.
Condensed Statements of Cash Flows
(Unaudited)
| For the Nine Months Ended | For the Nine Months Ended | |||||||
| June 30, 2022 | June 30, 2021 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operations | ||||||||
| In-kind contribution of services and interest | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts payable - related party | ||||||||
| Increase in accounts payable and accrued expenses | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from officer loan | ||||||||
| Repayment to officer loan | ( | ) | ||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net (Decrease) Increase in Cash | ( | ) | ||||||
| Cash at Beginning of the Period | ||||||||
| Cash at End of the Period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
See accompanying notes to condensed unaudited financial statements.
| 6 |
GOLDEN ROYAL DEVELOPMENT INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2022
(UNAUDITED)
| NOTE 1 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION |
(A) Organization
The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.
It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.
Golden Royal Development Inc. (the “Company”) was incorporated under the laws of the State of Delaware on November 13, 2016.
As
of June 30, 2022 and 2021, the Company has
The Company’s accounting year end is September 30.
The Company is a business that is designed to engage in mineral exploration activities. The Company’s activities since inception have consisted of identifying and acquiring oil, gas and mining properties. The Company is also in the process of raising additional equity capital to support its development activities to acquire additional mining properties as soon as possible. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to operationalize the Company’s current plan to identify and acquire the mining properties.
(B) Use of Estimates
In preparing condensed unaudited financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed unaudited financial statements and revenues and expenses during the reported period. Significant estimates include valuation of deferred tax assets and an in-kind contribution of services. Actual results could differ from those estimates.
(C) Cash and Cash Equivalents
The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
At June 30, 2022 and September 30, 2021, the Company had
| 7 |
Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB ASC No. 260, “Earnings Per Share.” Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. At June 30, 2022 and 2021, the Company did not have any outstanding dilutive securities.
(E) Income Taxes
The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
(F) Revenue Recognition
The Company revenue recognition policy follows guidance from Accounting Standards Codification (ASC) 606, Revenue from contract with customers. Revenue is recognized when the Company transferred promised goods and services to the customer and in the amount that reflect the consideration to which the company expected to be entitled in exchange for those goods and services.
The Company applies the following five-step model in order to determine this amount:
| (i) Identification of Contact with a customer; | |
| (ii ) Identify the performance obligation of the contract | |
| (iii) Determine transaction price; | |
| (iv) Allocation of the transaction price to the performance obligations; and | |
| (v) Recognition of revenue when (or as) the Company satisfies each performance obligation. |
The Company has been in the exploration stage since its formation on November 13, 2016 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of oil, gas and mining properties.
(G) Mineral Property
Pursuant
to FASB ASC No. 360, the recoverability of the acquisition costs associated with the purchase of mineral rights presumes to be insupportable
prior to determining the existence of a commercially minable deposit and the acquisition costs have to be expensed. For the nine months
ended June 30, 2022 and 2021, the Company had expensed $
| 8 |
(H) Fair Value of Financial Instruments
The Company measures its financial assets and liabilities in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities.
We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:
| ● | Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |
| ● | Level 2: Inputs other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |
| ● | Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. |
(I) Recent Accounting Pronouncements
All newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.
(J) Business Segments
The
Company operates in
| NOTE 2 | DUE TO OFFICER – RELATED PARTY |
During
the nine months ended June 30, 2022, the Company’s President, who is also its majority shareholder, loaned $
During
the year ended September 30, 2021, the Company’s President loaned $
| 9 |
| NOTE 3 | STOCKHOLDERS’ DEFICIT |
(A) Preferred Stock
The Company was incorporated on November 13, 2016. On March 29, 2017, the Company became authorized to issue shares of preferred stock with a par value of $ per share. Preferred stock may be issued in one or more series. Rights and preferences are to be determined by the board of directors.
The
Board of Directors has designated shares of the preferred stock as Series A Preferred Stock. On March 29, 2017, Jacob Roth purchased
the shares of Series A Preferred Stock for their par value (See Note 4). At any shareholders meeting or in connection with the
giving of shareholder consents,
(B) Common Stock Issued for Cash
The Company is authorized to issue shares of common stock with a par value of $ per share.
As of June 30, 2022 and September 30, 2021, there were shares of Common Stock issued and outstanding.
(C) In kind contribution of services
For
the nine months ended June 30, 2022, the Company recorded $
For
the nine months ended June 30, 2021, the Company recorded $
For
the nine months ended June 30, 2022, the Company recorded $
For
the nine months ended June 30, 2021, the Company recorded $
| NOTE 4 | RELATED PARTY TRANSACTIONS |
For
the nine months ended June 30, 2022, the Company recorded $
For
the nine months ended June 30, 2021, the Company recorded $
For
the nine months ended June 30, 2022, the Company recorded $
For
the nine months ended June 30, 2021, the Company recorded $
| 10 |
During
the nine months ended June 30, 2022, the Company’s President, who is also its majority shareholder, loaned $
During
the year ended September 30, 2021, the Company’s President loaned $
On
November 1, 2018, the Company entered into a month-to-month office lease with a related party for its office space at a monthly rate
of $
On September 27, 2018, the Company entered into an Assignment Agreement between the majority shareholder and the Company. The majority shareholder assigned a mineral lease in Oil and Gas to the Company effective February 1, 2017. The property is located in Fremont County, WY. The purchase price is paid for a royalty that does not have proven reserves; until the reserves are proven, the amounts paid are to be expensed. During the nine months ended June 30, 2022 and 2021, the Company recorded $ and $, respectively, for expenses pertaining to the property (See Note 5).
On December 6, 2018, the majority shareholder and the Company entered into an Assignment Agreement pursuant to which Mr. Roth assigned to the Company all of the beneficial interest in a -year lease to prospect and extract gold, silver and precious minerals granted to the majority shareholder in November 2018 by the State of Wyoming in exchange for a $ application fee and payment of a $ annual license fee, and the Company assumed responsibility for all fees, rents and taxes that accrue with respect to that property. The property is located in Crook County, WY. During the nine months ended June 30, 2022 and 2021, the Company recorded $ and $, for expenses pertaining to the property (See Note 5).
| NOTE 5 | OIL AND GAS PROPERTIES |
On
March 17, 2022, the Company entered into a -year mineral lease with an effective date of April 1, 2022. The property is located in
Crook County, WY. During the nine months ended June 30, 2022, the Company paid a $
On
November 8, 2021, the Company entered into a -year mineral lease with an effective date of February 2, 2022. The property is located
in Crook County, WY. During the nine months ended June 30, 2022, the Company paid a $
On
November 9, 2021, the Company entered into a -year mineral lease with an effective date of February 2, 2022. The property is located
in Crook County, WY. During the nine months ended June 30, 2022, the Company paid a $
| 11 |
On September 27, 2018, the Company entered into an Assignment Agreement between the majority shareholder and the Company. The majority shareholder assigned a mineral lease in Oil and Gas to the Company effective February 1, 2017. The property is located in Fremont County, WY. The purchase price is paid for a royalty that does not have proven reserves; until the reserves are proven, the amounts paid are to be expensed. During the nine months ended June 30, 2022 and 2021, the Company recorded $ and $, respectively, for expenses pertaining to the property (See Note 4).
On December 6, 2018, the majority shareholder and the Company entered into an Assignment Agreement pursuant to which Mr. Roth assigned to the Company all of the beneficial interest in a -year lease to prospect and extract gold, silver and precious minerals granted to the majority shareholder in November 2018 by the State of Wyoming in exchange for a $ application fee and payment of a $ annual license fee, and the Company assumed responsibility for all fees, rents and taxes that accrue with respect to that property. The property is located in Crook County, WY. During the nine months ended June 30, 2022 and 2021, the Company recorded $ and $, respectively, for expenses pertaining to the property (See Note 4).
| NOTE 6 | COMMITMENTS AND CONTINGENCIES |
Operating Lease Agreement
On
November 1, 2018, the Company entered into a month-to-month office lease with a related party for its office space at a monthly rate
of $
| NOTE 7 | LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS |
These condensed unaudited financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
As reflected in the accompanying financial statements, for the nine months ended June 30, 2022, the Company had:
| ● | Net
loss of $ | |
| ● | Net
cash used in operations was $ |
Additionally, as of June 30, 2022, the Company had:
| ● | Accumulated
deficit of $ | |
| ● | Stockholders’
deficit of $ | |
| ● | Working
capital deficit of $ |
The
Company had cash on hand of $
These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Management’s strategic plans include the following:
| ● | Pursuing additional capital raising opportunities, and | |
| ● | Identifying unique market opportunities that represent potential positive short-term cash flow. |
| 12 |
Impact of COVID-19
The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly interfere with the Company’s ongoing efforts to identify promising mineral leases and to secure the funding necessary for implementation of its business plan.
In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly.
The extent to which COVID-19 may further impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence. In response to COVID-19, the United States government has passed legislation and taken other actions to provide financial relief to companies and other organizations affected by the pandemic.
The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations.
Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition, and results of operations.
| NOTE 8 | SUBSEQUENT EVENTS |
Subsequent to the nine months ended June 30, 2022, the majority shareholder loaned $ to the Company to pay Company expenses.
| 13 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Results of Operations
Golden Royal was organized in November 2016, but did not commence operations until September 2018, when it acquired equity in certain oil and gas properties in Fremont County and Converse County, Wyoming. Then in December 2018 Golden Royal acquired ownership of precious metal rights in a parcel of land in Crook County, Wyoming. All of these properties were acquired from Jacob Roth, who owns over 95% of Golden Royal’s outstanding shares. More recently, during the nine months ended June 30, 2022, Golden Royal directly invested in the mineral rights to three other parcels of land in Crook County, Wyoming.
There are no mining operations taking place on any of the properties licensed by Golden Royal; accordingly we recorded no revenue for the three and nine month periods ended June 30, 2022 and 2021. We do not expect to record revenue unless (a) we resell one of our mineral properties, or (b) we acquire sufficient cash recourses to permit us to participate in a drilling or mining project that yields revenue.
The operating expenses that we incurred - $11,179 and $50,461 during the three and nine month periods ended June 30, 2022; $10,182 and $19,190 during the three and nine month periods ended June 30, 2021 – were primarily attributable to the costs of sustaining Golden Royal’s administrative operations. We also incurred $1,729 and $4,850 during the three and nine month periods ended June 30, 2022 and $1,071 and $3,204 during the three and nine month periods ended June 30, 2021, respectively, in interest expense on due to officer – related party.
By reason of the expenses described above, Golden Royal incurred net loss of $12,908 and $55,311 during the three and nine month periods ended June 30, 2022 and net loss of $11,253 and $22,394 during the three and nine month periods ended June 30, 2021. We will continue to incur net losses until we initiate revenue-producing operations.
Liquidity and Capital Resources
Our operations used $16,915 in cash during the nine months ended June 30, 2022 and $2,154 in cash during the nine months ended June 30, 2021. Our use of cash during these periods was less than our net loss primarily because we increased our accounts payable and accrued expenses. The cash used in operations was primarily provided by loans from Jacob Roth.
Our financing activities resulted in a cash inflow of $16,830 for the nine months ended June 30, 2022, which is represented by $17,529 in proceeds from Officer loan and $699 repayment to Officer loan.
Our financing activities resulted in a cash inflow of $2,300 for the nine months ended June 30, 2021, which is represented by $2,300 in proceeds from officer loan.
At June 30, 2022 we had a working capital deficit of $181,187, an increase of $46,861 as compared to the deficit at September 30, 2021. The increased deficit is primarily attributable to increases in our accounts payable and due to officer balances and a decrease in cash.
In order for us to initiate participation in mineral exploration projects, we estimate that we will require approximately $2.5 million in capital. We plan to obtain that capital by issuing equity securities, either capital stock or convertible debt. To date, however, we have received no commitments for funds. Accordingly, the opinion of our independent registered public accounting firm with respect to our fiscal 2021 and 2020 financial statements states that there is substantial doubt about the Company’s ability to continue as a going concern. That doubt will be alleviated only when we obtain the funds necessary to initiate profitable operations.
| 14 |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
Recent Accounting Pronouncements
There were no recent accounting pronouncements that have or will have a material effect on the Company’s financial position or results of operations
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not applicable.
| ITEM 4 | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures. As of June 30, 2022, Jacob Roth, our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures have the following material weaknesses:
| ● | The relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our internal control system. | |
| ● | Our internal financial staff lack expertise in identifying and addressing complex accounting issued under U.S. Generally Accepted Accounting Principles. | |
| ● | Our Chief Financial Officer is not familiar with the accounting and reporting requirements of a U.S. public company. | |
| ● | We have not developed sufficient documentation concerning our existing financial processes, risk assessment and internal controls. |
Based on his evaluation, Mr. Roth concluded that the Company’s system of disclosure controls and procedures was not effective as of June 30, 2022 for the purposes described in this paragraph.
Changes in Internal Controls. There was no change in internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act or 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during Golden Royal’s third fiscal quarter that has materially affected or is reasonably likely to materially affect Golden Royal’s internal control over financial reporting.
| 15 |
PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings |
| None. | |
| Item 1A | Risk Factors |
| There have been no material changes from the risk factors included in our Annual Report on Form 10-K for the year ended September 30, 2021. |
| Item 2 | Unregistered Sale of Securities and Use of Proceeds |
| (a) Unregistered sales of equity securities | |
| There were no unregistered sales of equity securities by the Company during the third quarter of fiscal year 2022. | |
(c) Purchases of equity securities
| |
| The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the third quarter of fiscal year 2022. | |
| Item 3. | Defaults Upon Senior Securities. |
| None. | |
| Item 4. | Mine Safety Disclosures. |
| Not Applicable. | |
| Item 5. | Other Information. |
| None. |
| Item 6. | Exhibits |
| 31 | Rule 13a-14(a) Certification | ||
| 32 | Rule 13a-14(b) Certification | ||
| 101.INS | Inline XBRL Instance Document | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 16 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| GOLDEN ROYAL DEVELOPMENT INC. | ||
| By: | /s/ Jacob Roth | |
| Date: August 15, 2022 | Jacob Roth, Chief Executive Officer and Chief Financial and Accounting Officer | |
* * * * *
| 17 |