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
	For the quarterly period ended March 31, 2024
	For the quarterly period ended June 30, 2024
☐	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.)

543 Bedford Avenue, Suite 176, New York, NY 11211

(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 ☐ Accelerated filer ☐ Non-accelerated 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:

~~July~~November 1611, 2024

Common Voting Stock: 7,841,550

GOLDEN ROYAL DEVELOPMENT INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE FISCAL QUARTER ENDED ~~MARCH~~JUNE 3130, 2024

TABLE OF CONTENTS

		Page No
Part I	Financial Information
Item 1.	Financial Statements (Unaudited):
	Condensed Balance Sheets – March 31, 2024 (Unaudited) and September 30, 2023	3
	Condensed Balance Sheets – June 30, 2024 (Unaudited) and September 30, 2023	3
	Condensed Statements of Operations (Unaudited) - for the Three and Six Months Ended March 31, 2024 and 2023	4
	Condensed Statements of Operations (Unaudited) - for the Three and Nine Months Ended June 30, 2024 and 2023	4
	Condensed Statements of Stockholders’ Deficit (Unaudited) - for the Three and Six Months Ended March 31, 2024	5
	Condensed Statements of Stockholders’ Deficit (Unaudited) - for the Three and Nine Months Ended June 30, 2024	5
	Condensed Statements of Stockholders’ Deficit (Unaudited) - for the Three and Six Months Ended March 31, 2023	6
	Condensed Statements of Stockholders’ Deficit (Unaudited) - for the Three and Nine Months Ended June 30, 2023	6
	Condensed Statements of Cash Flows (Unaudited) – for the Six Months Ended March 31, 2024 and 2023	7
	Condensed Statements of Cash Flows (Unaudited) – for the Nine Months Ended June 30, 2024 and 2023	7
	Notes to Condensed Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3	Quantitative and Qualitative Disclosures about Market Risk	15
Item 4.	Controls and Procedures	15
Part II	Other Information
Item 1.	Legal Proceedings	16
Items 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults upon Senior Securities	16
Item 4.	Mine Safety Disclosures	16
Item 5.	Other Information	16
Item 6.	Exhibits	16

Golden Royal Development Inc.

Condensed Balance Sheets

	March 31, 2024			September 30, 2023
	June 30, 2024			September 30, 2023
	(Unaudited)
ASSETS
Current Assets
Cash	$	~~2,013~~19		$	190
Total Assets	$	~~2,013~~19		$	190
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	125,368		$	113,528
Loans payable - related party Accounts payable	$	126,218		$	113,528
Accounts payable - related party		5,000			5,000
Accounts payable- related party		5,000			5,000
Accounts payable		5,000			5,000
Due to officer - related party		155,028			139,636
Due to officer - related party		151,764			139,636
Total Liabilities		286,246			258,164
Total Liabilities		282,132			258,164
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
Series A Preferred stock, $0.00001 par value; 1,000 shares designated, 1,000 shares issued and outstanding as of June 30, 2024 and September 30, 2023		1			1
Preferred stock, value		1			1
Common stock, $0.00001 par value; 500,000,000 shares authorized, 7,841,550 and 7,841,550 issued and outstanding, respectively		78			78
Common stock, $0.00001 par value; 500,000,000 shares authorized, 7,841,550 shares issued and outstanding, as of June 30, 2024 and September 30, 2023		78			78
Additional paid-in capital		30,222			30,222
Accumulated deficit		(~~310~~316,~~420~~528	)		(288,275	)
Total Stockholders’ Deficit		(~~280~~286,~~119~~227	)		(257,974	)
Total Liabilities and Stockholders’ Deficit	$	~~2,013~~19		$	190

The accompanying notes are an integral part of these condensed financial statements.

Golden Royal Development Inc.

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended			For the Three Months Ended			For the ~~Six~~Nine Months Ended			For the ~~Six~~Nine Months Ended
	March 31, 2024			March 31, 2023			March 31, 2024			March 31, 2023
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Revenue	$	-		$	-		$	-		$	-
Operating Expenses
Professional fees		133,~~112~~500			1914,~~538~~423			1418,~~525~~025			2640,~~125~~549
General and administrative		52,~~694~~608			61,~~382~~692			710,~~620~~228			810,~~467~~158
Total Operating Expenses		186,~~806~~108			2516,~~920~~115			2228,~~145~~253			3450,~~592~~707
Loss from Operations		(186,~~806~~108	)		(2516,~~920~~115	)		(2228,~~145~~253	)		(3450,~~592~~707	)
Other Expenses		-			-			-			-
Interest Expense		-			-			-			-
LOSS FROM OPERATIONS BEFORE INCOME TAXES		(6,108	)		(16,115	)		(28,253	)		(50,707	)
LOSS FROM OPERATIONS BEFORE INCOME TAXES		(18,806	)		(25,920	)		(22,145	)		(34,592	)
Provision for Income Taxes		-			-			-			-
NET LOSS	$	(186,~~806~~108	)	$	(2516,~~920~~115	)	$	(2228,~~145~~253	)	$	(3450,~~592~~707	)
Net Loss Per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net Loss Per Share- Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average number of shares outstanding during the period - Basic and Diluted		7,841,550			7,841,550			7,841,550			7,841,550

The accompanying notes are an integral part of these condensed financial statements.

Golden Royal Development Inc.

Condensed Statement of Stockholders’ Deficit

For the three and ~~six~~nine months ended ~~March~~June 3130, 2024

(Unaudited)

																Additional							Total
	Shares		Amount		Shares			Amount			Shares			Amount			capital			Deficit				Deficit
	Preferred Stock				Series A - Preferred Stock					Common stock						paid-in			Accumulated				Stockholders’
					Series A -												Additional							Total
	Shares		Amount		Shares		Amount			Shares			Amount			capital			Deficit				Deficit
	Preferred Stock				Preferred Stock						Common stock						Paid-in			Accumulated				Stockholders’
Balance, September 30, 2023		-	$	-		1,000	$	1			7,841,550		$	78		$	30,222		$	(288,275	)		$	(257,974	)
	Shares		Amount		Shares			Amount			Shares			Amount			Capital			Deficit				Deficit
Net loss for the three months ended December 31, 2023		-		-		-		-			-			-			-			(3,339	)			(3,339	)
Balance, September 30, 2023		-	$	-		1,000		$	1			7,841,550		$	78		$	30,222		$	(288,275	)		$	(257,974	)
Balance, December 31, 2023		-		-		1,000		1			7,841,550			78			30,222			(291,614	)			(261,313	)
Net loss for the three months ended December 31, 2023		-		-		-			-			-			-			-			(3,339	)			(3,339	)
Net loss for the three months ended March 31, 2024		-		-		-		-			-			-			-			(18,806	)			(18,806	)
Balance, December 31, 2023		-		-		1,000			1			7,841,550			78			30,222			(291,614	)			(261,313	)
Balance, March 31, 2024		-	$	-		1,000	$	1			7,841,550		$	78		$	30,222		$	(310,420	)		$	(280,119	)
Net loss for the three months ended March 31, 2024		-		-		-			-			-			-			-			(18,806	)			(18,806	)
Balance, March 31, 2024		-		-		1,000			1			7,841,550			78			30,222			(310,420	)			(280,119	)
Net loss for the three months ended June 30, 2024		-		-		-			-			-			-			-			(6,108	)			(6,108	)
Balance, June 30, 2024		-	$	-		1,000		$	1			7,841,550		$	78		$	30,222		$	(316,528	)		$	(286,227	)

The accompanying notes are an integral part of these condensed financial statements.

Golden Royal Development Inc.

Condensed Statement of Stockholders’ Deficit

For the three and ~~six~~nine months ended ~~March~~June 3130, 2023

(Unaudited)

													Additional					Total
					Series A -								Additional					Total
	Preferred Stock				~~Series A -~~ 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 December 31, 2022		-		-		-		-		-		-		-		(8,672	)		(8,672	)
Balance, December 31, 2022		-		-		1,000		1		7,841,550		78		30,222		(236,639	)		(206,338	)
Balance		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	$	(236,639	)	$	(206,338	)
Net loss for the three months ended March 31, 2023		-		-		-		-		-		-		-		(25,920	)		(25,920	)
Net loss		-		-		-		-		-		-		-		(25,920	)		(25,920	)
Balance, March 31, 2023		-		-		1,000		1		7,841,550		78		30,222		(262,559	)		(232,258	)
Balance, March 31, 2023		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	$	(262,559	)	$	(232,258	)
Balance		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	$	(262,559	)	$	(232,258	)
Net loss for the three months ended June 30, 2023		-		-		-		-		-		-		-		(16,115	)		(16,115	)
Net loss		-		-		-		-		-		-		-		(16,115	)		(16,115	)
Balance, June 30, 2023		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	$	(278,674	)	$	(248,373	)
Balance		-	$	-		1,000	$	1		7,841,550	$	78	$	30,222	$	(278,674	)	$	(248,373	)

The accompanying notes are an integral part of these condensed financial statements.

Golden Royal Development Inc.

Condensed Statements of Cash Flows

(Unaudited)

	For the Six Months Ended			For the Six Months Ended
	For the Nine Months Ended			For the Nine Months Ended
	March 31, 2024			March 31, 2023
	June 30, 2024			June 30, 2023
Cash Flows From Operating Activities:
Net Loss	$	(2228,~~145~~253	)	$	(3450,~~592~~707	)
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		-			300
Increase in accounts payable and accrued expenses		1112,~~840~~690			1223,~~882~~351
Net Cash Used In Operating Activities		(1015,~~305~~563	)		(2127,~~410~~056	)
Cash Flows From Investing Activities		-			-
Cash Flows From Financing Activities:
Proceeds from officer advances		2432,~~424~~958			2435,~~924~~602
Repayments of officer advances		(1217,~~296~~566	)		(28,~~681~~293	)
Cash overdraft		-			-(248	)
Net Cash Provided by Financing Activities		1215,~~128~~392			2127,~~995~~061
Net (Decrease) Increase in Cash		~~1,823~~(171	)		~~585~~5
Cash at Beginning of the Period		190			-
Cash at End of the Period	$	~~2,013~~19		$	~~585~~5
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

The accompanying notes are an integral part of these condensed financial statements.

GOLDEN ROYAL DEVELOPMENT INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF ~~MARCH~~JUNE 3130, 2024

(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, 2023, filed with the SEC on March 4, 2024.

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 ~~March~~June 3130, 2024 and September 30, 2023, 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 ~~March~~June 3130, 2024 and 2023, the Company did not have any outstanding dilutive securities.

GOLDEN ROYAL DEVELOPMENT INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2024

(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 ~~six~~nine months ended ~~March~~June 3130, 2024, and 2023, the Company recorded impairment expense of $12,~~960~~650 and $1,100, respectively, related to the mineral rights acquisition and exploration costs (see ~~Note~~ Note 4).

GOLDEN ROYAL DEVELOPMENT INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2024

(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 ~~six~~nine months ended ~~March~~June 3130, 2024, the Company’s President, who is also its majority shareholder, advanced $2432,~~424~~958 to the Company to pay Company expenses and was repaid $1217,~~296~~566. The advances are non-interest bearing, unsecured, and due on demand. As of ~~March~~June 3130, ~~2024~~ 2024 and September 30, 2023, the amount due to the officer was $~~151~~155,~~764~~028 and $139,636, respectively.

During the ~~six~~nine months ended ~~March~~June 3130, 2023, the Company’s President, who is also its majority shareholder, advanced $2435,~~924~~602 to the Company to pay Company expenses and was repaid $28,~~681~~293. The advances are non-interest bearing, unsecured, and due on demand. As of ~~March~~June 3130, 2023, the amount due to the officer was $~~126~~132,~~977~~043.

GOLDEN ROYAL DEVELOPMENT INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF MARCH 31, 2024

(UNAUDITED)

(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 ~~six~~nine months ended ~~March~~June 3130, 2024 ~~2203~~ and 2023, the Company had recorded rent expense of $0 and $~~300~~1, 200, respectively. As of ~~March~~June 3130, 2024, and September 30, 2023, the accounts payable owed to the related party was $5,000.

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. 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 ~~March~~June 3130, 2024, and September 30, 2023, there ~~were~~ 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 ~~March~~June 3130, 2024, and September 30, 2023, there were 7,841,550 shares of ~~Common~~common ~~Stock~~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 year ended September 30, 2023, the Company paid a $50 application fee for each lease and committed to pay the State of Wyoming $80 per year, per lease, for 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 ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023, the Company recorded $160 and $300, respectively, as impairment expense pertaining to the property, which has been recorded in general and administrative expenses on the Statement of Operations. As of ~~March~~June 3130, 2024 the Company has accrued $160 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.

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 ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023, the Company recorded $0690 and $0, respectively, as impairment expense pertaining to to the property.

~~GOLDEN~~On ~~ROYAL~~November ~~DEVELOPMENT~~9, ~~INC~~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 nine months ended June 30, 2024 and 2023, the Company recorded $160 and $160, respectively, as impairment expense pertaining to the property, which has been recorded in general and administrative expenses on the Statement of Operations. As of June 30, 2024 the Company has accrued $160 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.

~~NOTES~~On TONovember ~~CONDENSED~~8, ~~FINANCIAL~~2021, ~~STATEMENTS~~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 nine months ended June 30, 2024 and 2023, the Company recorded $640 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 June 30, 2024 the Company has accrued $640 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.

ASOn OFDecember ~~MARCH~~6, 312018, 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 nine months ended June 30, 2024 and 2023, the Company recorded $640 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 June 30, 2024 the Company has accrued $3,200 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.

~~(UNAUDITED)~~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 nine months ended June 30, 2024 and 2023, the Company recorded $360 and $0, respectively, as impairment expense pertaining to the property. As of June 30, 2024 the Company has accrued $2,160 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 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 six months ended March 31, 2024 and 2023, the Company recorded $160 and $160, respectively, as impairment expense pertaining to the property, which has been recorded in general and administrative expenses on the Statement of Operations. As of March 31, 2024 the Company has accrued $160 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.

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 six months ended March 31, 2024 and 2023, the Company recorded $640 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 March 31, 2024 the Company has accrued $640 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.

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 six months ended March 31, 2024 and 2023, the Company recorded $640 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 March 31, 2024 and September 30, 2023 the Company has accrued $3,200 and $2,560, respectively, 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 six months ended March 31, 2024 and 2023, the Company recorded $0 and $0, respectively, as impairment expense pertaining to the property. As of March 31, 2024 and September 30, 2023 the Company has accrued $2,160 and $1,800, respectively, 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 MARCH 31, 2024

(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 ~~six~~nine months ended ~~March~~June 3130, 2024, the Company had:

	●	Net loss of $2228,~~145~~253; and
	●	Net cash used in operations was $1015,~~305~~563

Additionally, as of ~~March~~June 3130, 2024, the Company had:

● Accumulated deficit of $~~310~~316,~~420~~528 ● Stockholders’ deficit of $~~280~~286,~~119~~227; and ● Working capital deficit of $~~280~~286,~~119~~227

The Company had $~~2,013~~19 of cash on hand at ~~March~~June 3130, 2024. 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 ~~March~~June 3130, 2024, the Company’s President and majority shareholder advanced $3,~~025~~125 to the Company to pay Company expenses and ~~was~~ was repaid $~~5,020~~75.

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 five other parcels of land in Wyoming: three 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 ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023. 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 - ($186,~~806~~108 and $2228,~~145~~253 during the three and ~~six~~nine months ended ~~March~~June 3130, 2024, respectively, and $2516,~~920~~115 and $3450,~~592~~707 during the three and ~~six~~nine months ended ~~March~~June 3130, 2023, respectively) - were primarily attributable to the costs of sustaining Golden Royal’s initial administrative operations. It is usually the ~~case~~ case that the amounts of operating expenses are relatively consistent quarter-to-quarter, as our expenses are attributable to ~~recurrent~~ recurrent quarterly production of SEC filings, which involve bookkeeping, accounting, legal, and other service expenses. However, ~~operating~~ operating expenses for the ~~six~~nine months ended ~~March~~June 3130, 2024 were significantly lower than in the ~~six~~nine months ended ~~March~~June 3130, 2023 because of the timing of our audits and SEC filings.

By reason of the expenses described above, Golden Royal incurred net losses of $186,~~806~~108 and $2228,~~145~~253 during the three and ~~six~~nine months ended June ~~March 31~~30, 2024, respectively, and $2516,~~920~~115 and $3450,~~592~~707 during the three and ~~six~~ nine months ended ~~March~~June 3130, 2023, respectively. We will continue to incur net losses until we initiate revenue-producing operations.

Liquidity and Capital Resources

Our operations used $1015,~~305~~563 in cash during the ~~six~~nine months ended ~~March~~June 3130, 2024, and $2127,~~410~~056 in cash during the ~~six~~nine months ended ~~March 31,~~June 30, 2023. Our use of cash during these periods was less than our net loss primarily because we increased our liabilities. The cash used in operations was provided by advances from Jacob Roth, our Chief Executive Officer.

At ~~March~~June 3130, 2024, we had a working capital deficit of $~~280~~286,~~119~~227, an increase of $2228,~~145~~253 as compared to the deficit of $257,974 at ~~September~~ September 30, 2023. 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 2023 and 2022 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 ~~March~~June 3130, 2024, 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 U.S. 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 ~~March~~June 3130, 2024, for the reasons described here.

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~~third 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, 2023.

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 second quarter of fiscal year 2024.
	There were no unregistered sales of equity securities by the Company during the third quarter of fiscal year 2024.
	(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 second quarter of fiscal year 2024.
Item 3.	Defaults Upon Senior Securities.
	None.
Item 4.	Mine Safety Disclosures.
	Not Applicable.
Item 5.	Other Information.
	During the quarter ended March 31, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

	(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 2024.

Item 3.	Defaults Upon Senior Securities.

	None.

Item 4.	Mine Safety Disclosures.

	Not Applicable.

Item 5.	Other Information.

	During the quarter ended June 30, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

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: July 16, 2024		Jacob Roth, Chief Executive Officer
Date: November 12, 2024		Jacob Roth, Chief Executive Officer
		and Chief Financial and Accounting Officer

* * * * *

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