U. S. Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended March 31, 2023

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _____ to _____

For the quarterly period ended December 31, 2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File No. 0-56017

GOLDEN ROYAL DEVELOPMENT INC.

(Exact Name of Registrant in its Charter)

Delaware

81-4563277

(State or Other Jurisdiction of

incorporation or organization)

(I.R.S. Employer

I.D. No.)

80 Main Street, Suite 415, West Orange, NJ 07052 (Address of Principal Executive Offices)

(Address of Principal Executive Offices)

Issuer’s Telephone Number: 800-320-4394

(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. Yes ☒ No ☐

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.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

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__~~filer ☐ Accelerated ~~filer__~~filer ☐ Non-accelerated ~~filer__~~filer ☐ Smaller reporting company ☒

Emerging growth company ☒

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:

~~March~~May 1422, 2023

Common Voting Stock: 7,841,550

GOLDEN ROYAL DEVELOPMENT INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED ~~DECEMBER~~MARCH 31, ~~2022~~2023

TABLE OF CONTENTS

		~~Page No~~	Page No
Part I	Financial Information
Item 1.	Financial Statements (Unaudited):
	Condensed Balance Sheets – December 31, 2022 (Unaudited) and September 30, 2022	2
	Condensed Balance Sheets – March 31, 2023 (Unaudited) and September 30, 2022		3
	Condensed Statements of Operations (Unaudited) - for the Three Months Ended December 31, 2022 and 2021	3
	Condensed Statements of Operations (Unaudited) - for the Three and Six Months Ended March 31, 2023 and 2022		4
	Condensed Statements of Stockholders’ Deficit (Unaudited) - for the Three Months Ended December 31, 2022	4
	Condensed Statements of Stockholders’ Deficit (Unaudited) - for the Three and Six Months Ended March 31, 2023		5
	Condensed Statements of Stockholders’ Deficit (Unaudited) - for the Three Months Ended December 31, 2021	5
	Condensed Statements of Stockholders’ Deficit (Unaudited) - for the Three and Six Months Ended March 31, 2022		5
	Condensed Statements of Cash Flows (Unaudited) – for the Three Months Ended December 31, 2022 and 2021	6
	Condensed Statements of Cash Flows (Unaudited) – for the Six Months Ended March 31, 2023 and 2022		6
	Notes to Condensed Financial Statements (Unaudited)	7	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13	13
Item 3	Quantitative and Qualitative Disclosures about Market Risk	14	14
Item 4.	Controls and Procedures	14	14
Part II	Other Information
Item 1.	Legal Proceedings	15	15
Items 1A.	Risk Factors	15	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15	15
Item 3.	Defaults upon Senior Securities	15	15
Item 4.	Mine Safety Disclosures	15	15
Item 5.	Other Information	15	15
Item 6.	Exhibits	15	15
	Signatures	16

Golden Royal Development Inc.

Condensed Balance Sheets

	December 31, 2022			September 30, 2022
	(Unaudited)
ASSETS
Current Assets	$	-		$	-
Total Assets	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	89,746		$	87,984
Accounts payable - related party		5,000			4,700
Cash overdraft		522			248
Due to officer - related party		111,070			104,734
Total Liabilities		206,338			197,666
Commitments and Contingencies		-			-
Stockholders’ Deficit
Series A Preferred stock, $0.00001 par value; 1,000 shares designated, 1,000 and 1,000, issued and outstanding, respectively		1			1
Preferred stock, value		-			-
Common stock, $0.00001 par value; 500,000,000 shares authorized, 7,841,550 and 7,841,550 issued and outstanding, respectively		78			78
Additional paid-in capital		30,222			30,222
Accumulated deficit		(236,639	)		(227,967	)
Total Stockholders’ Deficit		(206,338	)		(197,666	)
Total Liabilities and Stockholders’ Deficit	$	-		$	-

ASSETS

	March 31, 2023			September 30, 2022
	(Unaudited)

Current Assets
Cash	$	585		$	-

Total Assets	$	585		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable	$	100,866		$	87,984
Accounts payable - related party		5,000			4,700
Cash overdraft		-			248
Due to officer - related party		126,977			104,734

Total Liabilities		232,843			197,666

Commitments and Contingencies (Note 6)		-			-

Stockholders’ Deficit
Preferred stock, $0.00001 par value; 5,000,000 shares authorized		-			-
Series A Preferred stock, $0.00001 par value; 1,000 shares designated, 1,000 and 1,000, issued and outstanding, respectively		1			1
Preferred stock value		-			-
Common stock, $0.00001 par value; 500,000,000 shares authorized, 7,841,550 and 7,841,550 issued and outstanding, respectively		78			78
Additional paid-in capital		30,222			30,222
Accumulated deficit		(262,559	)		(227,967	)

Total Stockholders’ Deficit		(232,258	)		(197,666	)

Total Liabilities and Stockholders’ Deficit	$	585		$	-

Golden Royal Development Inc.

Condensed Statements of Operations

(Unaudited)

	December 31, 2022			December 31, 2021
	For the Three Months Ended			For the Three Months Ended			For the Six Months Ended			For the Six Months Ended
	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022			March 31, 2023			March 31, 2022
	December 31, 2022			December 31, 2021
Revenue	$	-		$	-		$	-		$	-
Revenue	$	-		$	-
Operating Expenses
Operating Expenses
Professional fees		19,538			18,200			26,125			26,813
Professional fees		6,588			8,613
General and administrative		6,382			4,522			8,467			10,069
General and administrative		2,084			5,547
Total Operating Expenses		25,920			22,722			34,592			36,882
Total Operating Expenses		8,672			14,160
LOSS FROM OPERATIONS BEFORE INCOME TAXES		(25,920	)		(22,722	)		(34,592	)		(36,882	)
Loss from Operations		(8,672	)		(14,160	)
Provision for Income Taxes		-			-			-			-
Other Expenses		-			-
NET LOSS	$	(25,920	)	$	(22,722	)	$	(34,592	)	$	(36,882	)
LOSS FROM OPERATIONS BEFORE INCOME TAXES		(8,672	)		(14,160	)
Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Provision for Income Taxes		-			-
Weighted average number of shares outstanding during the period - Basic and Diluted		7,841,550			7,841,550			7,841,550			7,841,550
NET LOSS	$	(8,672	)	$	(14,160	)
Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding during the period - Basic and Diluted		7,841,550			7,841,550

Golden Royal Development Inc.

Condensed Statement of Stockholders’ Deficit

For the three and six months ended ~~December~~March 31, ~~2022~~2023

	Shares		Amount		Shares		Amount		Shares		Amount		capital			Deficit			Deficit
	Series A -												Additional						Total
	Preferred Stock				Series A - Preferred Stock				Common stock				Additional paid-in			Accumulated			Total Stockholders’
	Preferred Stock				Preferred Stock				Common stock				paid-in			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		capital			Deficit			Deficit
Balance, September 30, 2022		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	-	$	(227,967	)	$	(197,666	)
Net loss for the three months ended September 30, 2022 (Unaudited)		-		-		-		-		-		-		-			(8,672	)		(8,672	)
Net loss for the three months ended December 31, 2022 (Unaudited)		-		-		-		-		-		-		-	-		(8,672	)		(8,672	)
Balance, December 31, 2022 (Unaudited)		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	-	$	(236,639	)	$	(206,338	)
Net loss for the three months ended March 31, 2023 (Unaudited)		-		-		-		-		-		-		-	-		(25,920	)		(25,920	)
Balance, March 31, 2023 (Unaudited)		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	-	$	(262,559	)	$	(232,258	)

Golden Royal Development Inc.

Condensed Statement of Stockholders’ Deficit

For the three and six months ended ~~December~~March 31, ~~2021~~2022

	Shares		Amount		Shares		Amount		Shares		Amount		capital		~~Deficit~~Receivable			Deficit			Deficit
	Series A -												Additional					Total
	Preferred Stock				Series A - Preferred Stock				Common stock				Additional paid-in		Subscription			Accumulated			Total Stockholders’
	Preferred Stock				Preferred Stock				Common stock				paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		capital		Receivable			Deficit			Deficit
	Shares		Amount		Shares		Amount		Shares		Amount		capital		Deficit			Deficit
Balance, September 30, 2021		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222		-		$	(164,628	)	$	(134,326	)
Balance, September 30, 2021		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	$	(164,628	)	$	(134,326	)
Balance		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222		-		$	(164,628	)	$	(134,326	)
Balance, value		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	$	(164,628	)	$	(134,326	)
Net loss for the three months ended December 31, 2021 (Unaudited)		-		-		-		-		-		-		-		-			(14,160	)		(14,160	)
Net loss for the three months ended December 31, 2021 (Unaudited)		-		-		-		-		-		-		-		(14,160	)		(14,160	)
Balance, December 31, 2021 (Unaudited)		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222		-		$	(178,788	)	$	(148,486	)
Net loss		-		-		-		-		-		-		-		(14,160	)		(14,160	)
Net loss for the three months ended March 31, 2022 (Unaudited)		-		-		-		-		-		-		-		-			(22,722	)		(22,722	)
Balance, December 31, 2021 (Unaudited)		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	$	(178,788	)	$	(148,486	)
Balance, March 31, 2022 (Unaudited)		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222		-		$	(201,510	)	$	(171,208	)
Balance, value		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	$	(178,788	)	$	(148,486	)
Balance		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222		-		$	(201,510	)	$	(171,208	)

Golden Royal Development Inc.

Condensed Statements of Cash Flows

(Unaudited)

	September 30, 2022			September 30, 2021
	For the Six Months Ended			For the Six Months Ended
	For the Three Months Ended			For the Three Months Ended
	March 31, 2023			March 31, 2022
	December 31, 2022			December 31, 2021
Cash Flows From Operating Activities:
Net Loss	$	(834,~~672~~592	)	$	(1436,~~160~~882	)
Adjustments to reconcile net loss to net cash used in operations
Changes in operating assets and liabilities:
Increase in accounts payable - related party		300			300
Decrease in inventory		-			-
Increase in accounts payable and accrued expenses		1,762			10,411
Increase in prepaid expenses		-			(2,000	)
Net Cash Used In Operating Activities		(6,610	)		(3,449	)
Increase in accounts payable - related party		300			600
Cash Flows From Investing Activities		-			-
Increase in accounts payable and accrued expenses		12,882			27,782
Net Cash Used In Operating Activities		(21,410	)		(10,500	)
Cash Flows From Investing Activities:		-			-
Cash Flows From Financing Activities:
Cash overdraft		~~274~~(248	)		1,~~488~~631
Proceeds from officer advances		724,~~217~~924			18,~~954~~929
Repayments of officer advances		(~~881~~2,681	)		(90157	)
Net Cash Provided by Financing Activities		621,~~610~~995			310,~~352~~403
Net (Decrease) Increase in Cash		-585			(97	)
Cash at Beginning of the Period		-			97
Cash at End of the Period	$	-585		$	-
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

GOLDEN ROYAL DEVELOPMENT INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~MARCH 31, ~~2022~~2023

(UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Presentation and 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 the financial position and results of operations.

These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, filed with the SEC on March 2, 2023.

It is management’s opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement’s 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.

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. To date, the Company has not generated any revenues from its oil, gas, and mining properties.

(B) Use of Estimates

In preparing 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 financial statements and revenues and expenses during the reported period. 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 ~~December~~March 31, ~~2022~~2023, and September 30, 2022, the Company had no cash equivalents.

(D) Loss Per Share

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 ~~December~~March 31, ~~2022~~2023, and ~~2021~~2022, the Company did not have any outstanding dilutive securities.

GOLDEN ROYAL DEVELOPMENT INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~MARCH 31, ~~2022~~2023

(UNAUDITED)

(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’s revenue recognition policy follows guidance from Accounting Standards Codification (ASC) 606, Revenue from Contract with Customers. Revenue is recognized when the Company transfers promised goods and services to the customer and in the amount that reflects the consideration to which the Company expects 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 the 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 Properties

Acquisition costs of mining properties are capitalized pursuant to ASC 932 Extractive Activities - Oil and Gas and ASC 930 Extractive Activities – Mining. Mineral exploration expenditures are expensed as incurred. When production is attained, capitalized acquisition costs will be depleted using either the unit of production method based upon estimated proven recoverable reserves or the estimated production life of the properties. When capitalized costs on individual properties exceed their estimated net realizable value, the properties are written down to the estimated value. Costs relating to properties abandoned are charged to operations in the period in which that determination is made.

(H) Impairment of Long-Lived Assets

Management reviews the net carrying value of all property and equipment and other long-lived assets, including mineral properties, on a periodic basis in accordance with ASC 360 Property, Plant, and Equipment. The Company estimates the net realizable value of an asset based on the estimated undiscounted future cash flows that will be generated from operations at each property, the estimated salvage value of the surface plant and equipment, and the value associated with property interests. These estimates of undiscounted future cash flows are dependent upon the estimates of minerals to be recovered from proven and probable ore reserves, future production cost estimates, and future mineral price estimates over the estimated remaining life of the mineral property. If undiscounted cash flows are less than the carrying value of a property, an impairment loss will be recognized based upon the estimated expected future cash flows from the property discounted at an interest rate commensurate with the risk involved. For the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023, and ~~2021~~2022, the Company recorded impairment expense of $~~300~~1,100 and $1,~~540~~590, respectively, related to the mineral rights acquisition and exploration costs (see Note 4).

GOLDEN ROYAL DEVELOPMENT INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~MARCH 31, ~~2022~~2023

(UNAUDITED)

(I) Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures. 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.

ASC 820 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.

(J) Recent Accounting Pronouncements

All newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

NOTE 2 RELATED PARTY TRANSACTIONS

(A) Due to Officer – Related Party

During the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023, the Company’s President, who is also its majority shareholder, advanced $724,~~217~~924 to the ~~Company~~ Company to pay Company expenses and was repaid $~~881~~2,681. The advances are non-interest bearing, unsecured, and due on demand. As of ~~December~~ March 31, ~~2022~~ 2023 and September 30, 2022, the amount due to the officer was $~~111~~126,~~070~~977 and $104,734, respectively.

During the ~~three~~six months ended ~~December~~March 31, ~~2021~~2022, the Company’s President, who is also its majority shareholder, advanced $18,~~954~~ 929 to the Company to pay Company expenses and was repaid $90157. The advances are non-interest bearing, unsecured, and due on demand. As of March 31, 2022, the amount due to the officer was $83,938.

(B) Accounts Payable – Related Party

On November 1, 2018, the Company entered into a month-to-month office lease with the Company’s President for its office space at a monthly rate of $100. The lease was terminated in December, 2022. For the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, the Company had recorded rent expense of $300 and $~~300~~600, respectively. As of ~~December~~March 31, ~~2022~~2023, and September 30, 2022, the accounts payable owed to the related party was $5,000 and $4,700, respectively.

GOLDEN ROYAL DEVELOPMENT INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~MARCH 31, ~~2022~~2023

(UNAUDITED)

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 5,000,000 shares of preferred stock with a par value of $0.00001 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 1,000 shares of the preferred stock as Series A Preferred Stock. On March 29, 2017, Jacob Roth purchased the 1,000 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, the holder of each share of Series A Preferred Stock is entitled to exercise voting power equal to 0.051% of the aggregate voting power. The holder of Series A Preferred Stock will receive dividends when and if they are declared by the Board of Directors. The Series A Preferred Stock has a liquidation preference of $0.00001 per share. As of ~~December~~March 31, ~~2022~~2023, and September 30, 2022, there were 1,000 shares of Series A Preferred Stock issued and outstanding.

(B) Common Stock Issued for Cash

The Company is authorized to issue 500,000,000 shares of common stock with a par value of $0.00001 per share.

As of ~~December~~March 31, ~~2022~~2023, and September 30, 2022, there were 7,841,550 shares of Common Stock issued and outstanding.

NOTE 4 MINERAL PROPERTIES

On February 6, 2023 the Board of Land Commissions of the Wyoming Office of State Lands and Investments accepted the Company’s application to purchase oil and gas leases No. 22-00255 (five-year oil and gas leasehold on 80 acres in Converse County) and 22-00256 (five -year oil and gas leasehold on 80 acres in Laramie County). During the ~~three~~ six months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, the Company recorded $300 and $0, respectively, as impairment expense pertaining to the property, which has been recorded in general and administrative expenses on the Statement of Operations.

On March 17, 2022, the Company entered into a ten-year mineral lease to prospect and extract gold, silver, and precious metals with an effective date of April 1, 2022. The property is located in Crook County, Wyoming. During the year ended September 30, 2022, the Company paid a $50 application fee and committed to pay the State of Wyoming $460 per year for five years and $919 per year for the next five years. Under ASC 930 Extractive Activities - Mining, costs are to be capitalized as an asset, however, the Company has fully impaired the asset as the Company determined that there was insufficient evidence to support a likelihood that the asset will generate future cash flows. During the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, the Company recorded $0 and $050, respectively, as impairment expense pertaining to the property, which has been recorded in general and administrative expenses on the Statement of Operations.

On November 9, 2021, the Company entered into a ten-year mineral lease to prospect and extract gold, silver, and precious metals with an effective date of February 2, 2022. The property is located in Crook County, Wyoming. During the year ended September 30, 2022, the Company paid a $50 application fee and committed to pay the State of Wyoming $160 per year for five years and $320 per year during the next five years. Under ASC 930 Extractive Activities - Mining, costs are to be capitalized as an asset, however, the Company has fully impaired the asset as the Company determined that there was insufficient evidence to support a likelihood that the asset will generate future cash flows. During the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, the Company recorded $0160 and $210, respectively, as impairment expense pertaining to the property, which has been recorded in general and administrative expenses on the Statement of Operations.

GOLDEN ROYAL DEVELOPMENT INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~MARCH 31, ~~2022~~2023

(UNAUDITED)

On November 8, 2021, the Company entered into a ten-year mineral lease to prospect and extract gold, silver, and precious metals with an effective date of February 2, 2022. The property is located in Crook County, Wyoming. During the year ended September 30, 2022, the Company paid a $50 application fee and committed to pay the State of Wyoming $640 per year for five years and $1,280 per year for the next five years. Under ASC 930 Extractive Activities - Mining, costs are to be capitalized as an asset, however, the Company has fully impaired the asset as the Company determined that there was insufficient evidence to support a likelihood that the asset will generate future cash flows. During the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, the Company recorded $0640 and $690, respectively, as impairment expense pertaining to the property, which has been recorded in general and administrative expenses on the Statement of Operations.

On December 6, 2018, the Company entered into an Assignment Agreement with the Company’s President and majority shareholder, pursuant to which the Company’s President assigned to the Company all of the beneficial interest in a ten-year lease to prospect and extract gold, silver and precious minerals which was granted to the Company’s President on November 18, 2018. The Company assumed responsibility for all fees, rents, and taxes that accrue with respect to that property, including the commitment to pay the State of Wyoming $640 per year. The property is located in Crook County, Wyoming. Under ASC 930 Extractive Activities – Mining, costs are to be capitalized as an asset, however, the Company has fully impaired the asset as the Company determined that there is insufficient evidence to support a likelihood that the asset will generate future cash flows. During the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, the Company recorded $0 and $640, respectively, as impairment expense pertaining to the property, which has been recorded in general and administrative expenses on the Statement of Operations. As of ~~December~~March 31, ~~2022~~2023 and September 30, 2022 the Company has accrued $1,920 for the annual lease fees owed to the lessor, therefore the Company is in default for non-payment and is at risk to lose the lease if contacted by the lessor and the default is not cured within 30 days of a notice of non-payment.

On September 27, 2018, the Company entered into an Assignment Agreement with the Company’s President and majority shareholder, pursuant to which the Company’s President assigned to the Company all of the beneficial interest in a ten-year mineral lease to mine for oil and gas which was granted to the Company’s President on February 1, 2017. The Company assumed responsibility for all fees, rents and taxes that accrue with respect to that property, including the commitment to pay the State of Wyoming $360 per year. The property is located in Fremont County, Wyoming. Under ASC 932 Extractive Activities - Oil and Gas, costs are to be capitalized as an asset, however, the Company has fully impaired the asset as the Company determined that there is insufficient evidence to support a likelihood that the asset will generate any future cash flows. During the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023 and ~~2021~~2022, the Company recorded $0 and $0, respectively, as impairment expense pertaining to the property, which has been recorded in general and administrative expenses on the Statement of Operations. As of ~~December~~March 31, ~~2022~~2023 and September 30, 2022 the Company has accrued $1,440 for the annual lease fees owed to the lessor, therefore the Company is in default for non-payment and is at risk to lose the lease if contacted by the lessor and the default is not cured within 30 days of a notice of non-payment.

GOLDEN ROYAL DEVELOPMENT INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF ~~DECEMBER~~MARCH 31, ~~2022~~2023

(UNAUDITED)

NOTE 5 LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS

These 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 ~~three~~six months ended ~~December~~March 31, ~~2022~~2023, the Company had:

	●	Net loss of $834,~~672~~592; and
	●	Net cash used in operations was $621,~~610~~410

Additionally, as of ~~December~~March 31, ~~2022~~2023, the Company had:

● Accumulated deficit of $~~236~~262,~~639~~559 ● Stockholders’ deficit of $~~206~~232,~~338~~258; and ● Working capital deficit of $~~206~~232,~~338~~258

The Company had no$585 cash on hand at ~~December~~March 31, ~~2022~~2023. Although the Company intends to raise additional debt (third party and related party lenders) or equity capital, the Company expects to incur losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as the Company executes its business plan.

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.

NOTE 6 SUBSEQUENT EVENTS

Subsequent to ~~December~~March 31, ~~2022~~2023, the Company’s President and majority shareholder advanced $145,~~297~~116 to the Company to pay Company expenses ~~and was repaid $1,750~~.

* * * * *

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 Crooks County, Wyoming. All of these properties were acquired from Jacob Roth, who owns over 95% of Golden Royal’s outstanding shares. More recently, Golden Royal directly invested in the mineral rights to four other parcels of land in Wyoming: two in Crooks County, one in Laramie County, and one in Converse County.

There are no mining operations taking place on any of the properties licensed by Golden Royal; accordingly, we recorded no revenue for the three months ended December 31, 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 - $825,~~672~~920 and $34,592 during the three and six months ended ~~December~~March 31, ~~2022~~2023, and $1422,~~160~~722 and $36,882 during the three and six months ended ~~December~~ March 31, ~~2021~~2022 - were primarily attributable to the costs of sustaining Golden Royal’s initial administrative operations. The amount of operating expenses ~~decreased~~was relatively consistent quarter-to-quarter, ~~because~~as weour ~~delayed~~expenses ~~into~~are ~~the~~attributable to ~~quarter~~recurrent ~~ended~~quarterly ~~December 31, 2021,~~ production of ~~several~~ SEC filings, which ~~involved~~involve bookkeeping, accounting, legal and other service expenses. We also incurred significant general and administrative expenses related to our efforts to secure FINRA approval of trading in our common stock. Lastly, in our operating expenses we recorded impairment expense of $300 and $1,540 during the three months ended December 31, 2022 and 2021, respectively, as a result of the Company incurring capitalizable costs for the acquisition of mining rights and fully impairing those rights as there was insufficient evidence to support a likelihood that the assets would generate future cash flows.

By reason of the expenses described above, Golden Royal incurred net ~~loss~~losses of $825,~~672~~920 and $34,592 during the three and six months ended March ~~December~~ 31, ~~2022~~2023, and ~~net~~ ~~loss~~$22,722 ofand $1436,~~160~~882 during the three and six months ended ~~December~~March 31, ~~2021~~2022. We will continue to incur net loss until we initiate revenue-producing operations.

Liquidity and Capital Resources

Our operations used $621,~~610~~410 in cash during the ~~three~~six months ended ~~December~~March 31, ~~2022~~2023, and $310,~~449~~500 in cash during the ~~three~~six months ended ~~December~~ March 31, ~~2021~~ 2022. 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 advances from Jacob Roth, our Chief Executive Officer.

At ~~December~~March 31, ~~2022~~2023, we had a working capital deficit of $~~206~~232,~~338~~258, an increase of $834,~~672~~592 as compared to the deficit at September 30, 2022. The increased deficit is primarily attributable to increases in our accounts payable and due to officer balances.

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 2022 and 2021 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.

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 ~~December~~March 31, ~~2022~~2023, 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:

	●	We have inadequate control activities to prevent or detect material misstatements. Specifically, there are no controls in place to prevent users from manipulating financial data or entering inaccurate data into the Company’s accounting software. Additionally, there is only one employee responsible for accounting functions, which prevents us from segregating duties within our internal control system. Lastly, our Chief Financial Officer lacks the knowledge and expertise to ensure the financial statements are properly recorded under Generally Accepted Accounting Principles.

	●	We have an inadequate control environment. Specifically, we have not developed sufficient policies or documentation concerning our existing financial processes, risk assessment processes, and information and communication processes. Additionally, we have no monitoring activities in place and we lack policies that require formal written approval for related party transactions.

Based on his evaluation, Mr. Roth concluded that the Company’s system of disclosure controls and procedures was not effective as of ~~December~~March 31, ~~2022~~2023, 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 of 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during Golden Royal’s ~~first~~second fiscal quarter that has materially affected or is reasonably likely to materially affect Golden Royal’s internal control over financial reporting.

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, 2022.

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 first quarter of fiscal year 2023.
	There were no unregistered sales of equity securities by the Company during the second quarter of fiscal year 2023.
	(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 first quarter of fiscal year 2023.
	The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the second quarter of fiscal year 2023.
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)

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: March 14, 2023		Jacob Roth, Chief Executive Officer
Date: May 22, 2023		Jacob Roth, Chief Executive Officer
		and Chief Financial and Accounting Officer

* * * * *

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