U.S.            SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM            10-QSB

 

Quarterly Report under Section 12(b) or 12(g) of

The            Securities Act of 1934

 

For            the Period ended June 30, 2007

 

Commission File Number 333-141993

 

GD            Conference Center, Inc.

(Name            of small business issuer in its charter)

 

Delaware 20-5134664

(State of incorporation) (Employer ID Number)

430            Loma Media Road

Santa            Barbara, CA 93103

(805)            680-5379

(Address and telephone number of principal executive offices)

 

Check            whether the registrant (1) has filed all reports required to be filed by Section 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 

 

Check            whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange            Act).

| Yes | No |
|-----|----|

 

There            were 1,054,000 shares of Common Stock outstanding as of August 14, 2007.

 

 

----

**TABLE OF CONTENTS**.

 

|                                                                                               |   | Page   |
|----------------------------------------------------------------------------------------------------|--------|--------|
| PART I                                                                                             |   |   |
|                                                                                               |   |   |
| Item 1. Financial Statements                                                                       |   | F-1    |
| Item 2. Management’s Discussion and Analysis or                            Plan of Operation |   | 3      |
| Item 3 Controls and Procedures                                                                     |   | 3      |
| Item 4 Submission of Matters to a Vote of Security                            Holders              |   | 4      |
| Item 5 Other Information                                                                           |   | 4      |
|                                                                                               |   |   |
| PART II                                                                                            |   |   |
|                                                                                               |   |   |
| Item 1. Legal Proceedings                                                                          |   | 4      |
| Item 2. Unregistered Sales of Equity Securities and Use                            of Proceeds     |   | 4      |
| Item 3. Defaults Upon Senior Securities                                                            |   | 4      |
| Item 4. Submission of Matters to a Vote of                            Shareholders                 |   | 4      |
| Item 5. Other Information                                                                          |   | 4      |
| Item 6. Exhibits and Reports on Form 8-K                                                           |   | 4      |

 

2

 

----

**GD            CONFERENCE CENTER, INC.**

 

**(A            DEVELOPMENT STAGE COMPANY)**

 

**JUNE 30, 2007**

 

**(UNAUDITED)**

 

**INDEX TO FINANCIAL STATEMENTS**

 

| Contents                                                                                                        |   | Page(s)    |
|-----------------------------------------------------------------------------------------------------------------|--------|------------|
|                                                                                                            |   |       |
| Balance Sheet at June 30, 2007                                                                                  |   | F-2        |
|                                                                                                            |   |       |
| Statement of Operations for the Six Months Ended June 30, 2007, for the Period from June 19, 2006 (Inception)   |   |       |
| through June 30, 2006 and for the Period from June 19, 2006 (Inception) through June 30, 2007                   |   | F-3        |
|                                                                                                            |   |       |
| Statement of Operations for the Three Months Ended June 30, 2007 and for the Period from June 19, 2006          |   |       |
| (Inception) through June 30, 2006                                                                               |   | F-4        |
|                                                                                                            |   |       |
| Statement of Stockholders’ Equity for the Six Months  Ended June 30, 2007 and for the Period from June 19, |   |       |
| 2006 (Inception) through June 30, 2007                                                                          |   | F-5        |
|                                                                                                            |   |       |
| Statement of Cash Flows for the Six Months  Ended June 30, 2007, for the Period from June 19, 2006              |   |       |
| (Inception) through June 30, 2006 and for the Period from June 19, 2006 (Inception) through June 30, 2007       |   | F-6        |
|                                                                                                            |   |       |
| Notes to the Financial Statements                                                                               |   | F-7 to F-9 |

 

 

F-1

 

----

**GD            CONFERENCE CENTER, INC.**

**(A            DEVELOPMENT STAGE COMPANY)**

Balance Sheet

June            30, 2007

(UNAUDITED)

 

 

| ASSETS                                                                                                                                      |
|---------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                        |   |   |
| CURRENT ASSETS:                                                                                                                             |   |   |
| Cash                                                                                                                                        |   | $ 954 |
|                                                                                                                                        |   |   |
| Total Current Assets                                                                                                                        |   | 954 |
|                                                                                                                                        |   |   |
| PROPERTY AND EQUIPMENT, net                                                                                                                 |   | 16,929 |
|                                                                                                                                        |   |   |
| TOTAL ASSETS                                                                                                                                |   | $ 17,883 |
|                                                                                                                                        |   |   |
| LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                  |
|                                                                                                                                        |   |   |
| CURRENT LIABILITIES:                                                                                                                        |   |   |
| Accrued expenses                                                                                                                            |   | $ 4,000 |
| Total Current Liabilities                                                                                                                   |   | 7,000 |
|                                                                                                                                        |   |   |
|                                                                                                                                        |   |   |
| STOCKHOLDERS’ EQUITY:                                                                                                                 |   |   |
|  

Preferred stock at $0.0001 par value; 1,000,000 shares                            authorized; none issued and outstanding           |   |  

                             

- |
|                                                                                                                                        |   |   |
|  

Common stock at $0.0001 par value; 20,000,000 shares                            authorized; 1,054,000 shares issued and outstanding |   |  

                             

105 |
| Additional paid-in capital                                                                                                                  |   | 53,995 |
| Deficit accumulated during development stage                                                                                                |   | (40,217) |
| Total Stockholders’ Equity                                                                                                            |   | 10,883 |
|                                                                                                                                        |   |   |
|  

TOTAL LIABILITIES AND STOCKHOLDERS’                            EQUITY                                                         |   |  

$ 17,883 |
|                                                                                                                                        |   |   |
|                                                                                                                                        |
| See accompanying notes to the financial                            statements.                                                              |

 

F-2

 

----

 

**GD            CONFERENCE CENTER, INC.**

**(A            DEVELOPMENT STAGE COMPANY)**

Statements of Operations

(UNAUDITED)

 

 

|                                                                                                              |                                                  |  

For the Three Months Ended |                                                  | For the Period from June 19, 2006 (Inception)                            through |
|-------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|------------------------------------|-------------------------------------------------------|----------------------------------------------------------------------------------|
|                                                                                                              |                                                  | June 30,                           |                                                  | June 30,                                                                         |
|                                                                                                              |                                                  | 2007                               |                                                  | 2006                                                                             |
|                                                                                                              |                                                  |                               |                                                  |                                                                             |
|                                                                                                              |                                                  |                               |                                                  |
| Operating expenses:                                                                                               |                                                  |                               |                                                  |
| General and administrative                                                                                        | $ 3,152                                               |                               | $ -                                                   |
| Total operating expenses                                                                                          | 3,152                                                 |                               | -                                                     |
|                                                                                                              |                                                  |                               |                                                  |
| Operating loss                                                                                                    | (3,152)                                               |                               | -                                                     |
|                                                                                                              |                                                  |                               |                                                  |
| Income taxes                                                                                                      | -                                                     |                               | -                                                     |
|                                                                                                              |                                                  |                               |                                                  |
| Net loss                                                                                                          | ($ 3,152)                                             |                               | $ -                                                   |
|                                                                                                              |                                                  |                               |                                                  |
|  

Net loss per common share – basic and                            diluted                            |  

($ 0.00)                                      |                               |  

-                                             |
|                                                                                                              |                                                  |                               |                                                  |
|                                                                                                              |                                                  |                               |                                                  |
|  

Weighted average number of common shares outstanding                            – basic and diluted |  

                             

1,054,000 |                               |  

                             

1,000,000 |
|                                                                                                              |                                                  |                               |                                                  |
|                                                                                                              |
| See accompanying notes to the financial                            statements.                                    |

 

 

 

 

F-3

 

----

**GD            CONFERENCE CENTER, INC.**

**(A            DEVELOPMENT STAGE COMPANY)**

Statements of Operations

(UNAUDITED)

 

 

|                                                                                                      | For the Six Months Ended |   | For the Period from June 19, 2006 (Inception)                            through |   | For the Period from June 19, 2006 (Inception)                            through |
|-----------------------------------------------------------------------------------------------------------|--------------------------|--------|----------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------|
|                                                                                                      | June 30                  |   | June 30                                                                          |   | June 30                                                                          |
|                                                                                                      | 2007                     |   | 2006                                                                             |   | 2007                                                                             |
|                                                                                                      |                     |   |                                                                             |   |                                                                             |
|                                                                                                      |                     |   |                                                                             |   |                                                                             |
| Operating expenses:                                                                                       |                     |   |                                                                             |   |                                                                             |
| General and administrative                                                                                | $ 12,820                 |   | $ -                                                                              |   | $ 39,417                                                                         |
| Total operating expenses                                                                                  | 12,820                   |   | -                                                                                |   | 39,417                                                                           |
|                                                                                                      |                     |   |                                                                             |   |                                                                             |
| Operating loss                                                                                            | (12,820)                 |   | -                                                                                |   | (39,417)                                                                         |
|                                                                                                      |                     |   |                                                                             |   |                                                                             |
| Income taxes                                                                                              | -                        |   | -                                                                                |   | 800                                                                              |
|                                                                                                      |                     |   |                                                                             |   |                                                                             |
| Net loss                                                                                                  | ($ 12,820)               |   | $ -                                                                              |   | ($ 40,217)                                                                       |
|                                                                                                      |                     |   |                                                                             |   |                                                                             |
| Net loss per common share – basic and                            diluted                            |  

($ 0.01)         |   |  

$ -                                                                      |   |  

($ 0.04)                                                                 |
|                                                                                                      |                     |   |                                                                             |   |                                                                             |
|                                                                                                      |                     |   |                                                                             |   |                                                                             |
| Weighted average number of common shares outstanding                            – basic and diluted |  

1,048,172        |   |  

1,000,000                                                                |   |  

1,032,522                                                                |
|                                                                                                      |                     |   |                                                                             |   |                                                                             |
|                                                                                                      |
| See accompanying notes to the financial                            statements.                            |

 

 

 

 

F-4

 

----

**GD            CONFERENCE CENTER, INC.**

**(A            DEVELOPMENT STAGE COMPANY)**

Statement of Stockholders’ Equity

For            the Six Months Ended June 30, 2007 and for the Period from June 19, 2006 (Inception)            through June 30, 2007

(UNAUDITED)

 

 

|                                                                                                                   |  

                             

                             

                             

Common

Shares |  

                             

                             

                             

                             

Amount |  

                             

                             

Additional Paid-in Capital |  

Deficit Accumulated

during the Development Stage |  

                             

                             

                             

                             

Total |
|------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                   |                                                                                                                               |                                                                                                                                                           |                                                                                                       |                                                      |                                                                                                                                                          |
|  

Balance, June 19, 2006 (Inception)                                                                             |  

-                                                                                                                          |  

$ -                                                                                                                                                    |  

$ -                                                                                                |  

$ -                                               |  

$ -                                                                                                                                                   |
| Issuance of common stock for cash ($0.001 per                            share)                                        |  

1,000,000                                                                                                                  |  

100                                                                                                                                                    |  

-                                                                                                  |  

-                                                 |  

100                                                                                                                                                   |
|                                                                                                                   |                                                                                                                               |                                                                                                                                                           |                                                                                                       |                                                      |                                                                                                                                                          |
| Issuance of common stock for cash ($1.00 per share; July                            1, 2006 through December 31, 2006) |  

                             

30,000                                                                                 |  

                             

3                                                                                                                  |  

                             

29,997                                                         |  

                             

-             |  

                             

30,000                                                                                                            |
|                                                                                                                   |                                                                                                                               |                                                                                                                                                           |                                                                                                       |                                                      |                                                                                                                                                          |
| Net loss                                                                                                               | -                                                                                                                                  | -                                                                                                                                                              | -                                                                                                          | (27,397)                                                  | (27,397)                                                                                                                                                      |
|                                                                                                                   |                                                                                                                               |                                                                                                                                                           |                                                                                                       |                                                      |                                                                                                                                                          |
| Balance, December 31, 2006                                                                                             | 1,030,000                                                                                                                          | 103                                                                                                                                                            | 29,997                                                                                                     | (27,397)                                                  | 2,703                                                                                                                                                         |
|                                                                                                                   |                                                                                                                               |                                                                                                                                                           |                                                                                                       |                                                      |                                                                                                                                                          |
| Issuance of common stock for cash ($1.00 per share;                            January 1, 2007 through June 30, 2007)  |  

                             

24,000                                                                                 |  

                             

2                                                                                                                  |  

                             

23,998                                                         |  

                             

-             |  

                             

24,000                                                                                                            |
|                                                                                                                   |                                                                                                                               |                                                                                                                                                           |                                                                                                       |                                                      |                                                                                                                                                          |
| Net loss                                                                                                               | -                                                                                                                                  | -                                                                                                                                                              | -                                                                                                          | (12,820)                                                  | (12,820)                                                                                                                                                      |
|                                                                                                                   |                                                                                                                               |                                                                                                                                                           |                                                                                                       |                                                      |                                                                                                                                                          |
| Balance, June 30, 2007                                                                                                 | 1,054,000                                                                                                                          | $ 105                                                                                                                                                          | $ 53,995                                                                                                   | $ (40,217)                                                | $ 13,883                                                                                                                                                      |
|                                                                                                                   |                                                                                                                               |                                                                                                                                                           |                                                                                                       |                                                      |                                                                                                                                                          |
|                                                                                                                   |                                                                                                                               |                                                                                                                                                           |                                                                                                       |                                                      |                                                                                                                                                          |
| See accompanying notes to the financial                            statements.                                         |

             

 

 

F-5

 

----

**GD            CONFERENCE CENTER, INC.**

**(A            DEVELOPMENT STAGE COMPANY)**

Statements of Cash Flows

(UNAUDITED)

 

|                                                                           | For the Six Months Ended |   | For the Period from June 19, 2006 (Inception)                            through |   | For the Period from June 19, 2006 (Inception)                            through |
|--------------------------------------------------------------------------------|--------------------------|--------|----------------------------------------------------------------------------------|--------|----------------------------------------------------------------------------------|
|                                                                           | June 30                  |   | June 30                                                                          |   | June 30                                                                          |
|                                                                           | 2007                     |   | 2006                                                                             |   | 2007                                                                             |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                          |                     |   |                                                                             |   |                                                                             |
| Net loss                                                                       | ($ 12,820)               |   | $ -                                                                              |   | ($ 40,217)                                                                       |
| Adjustments to reconcile net loss to net cash                                  |                     |   |                                                                             |   |                                                                             |
| used in operating activities:                                                  |                     |   |                                                                             |   |                                                                             |
| Depreciation                                                                   | 1,071                    |   | -                                                                                |   | 1,071                                                                            |
| Changes in assets and liabilities:                                             |                     |   |                                                                             |   |                                                                             |
| Accrued expenses                                                               | (15,829)                 |   | -                                                                                |   | 4,000                                                                            |
| Net Cash Used in Operating Activities                                          | (27,578)                 |   | -                                                                                |   | (35,146)                                                                         |
|                                                                           |                     |   |                                                                             |   |                                                                             |
| CASH FLOWS FROM INVESTING ACTIVITIES                                           |                     |   |                                                                             |   |                                                                             |
| Purchases of property and equipment                                            | (18,000)                 |   | -                                                                                |   | (18,000)                                                                         |
| Net Cash Used in Investing Activities                                          | (18,000)                 |   | -                                                                                |   | (18,000)                                                                         |
|                                                                           |                     |   |                                                                             |   |                                                                             |
| CASH FLOWS FROM FINANCING ACTIVITIES                                           |                     |   |                                                                             |   |                                                                             |
|                                                                           |                     |   |                                                                             |   |                                                                             |
| Sale of common stock                                                           | 24,000                   |   | 106                                                                              |   | 54,100                                                                           |
| Net Cash Provided by Financing Activities                                      | 24,000                   |   | 106                                                                              |   | 54,100                                                                           |
|                                                                           |                     |   |                                                                             |   |                                                                             |
| NET INCREASE (DECREASE) IN CASH                                                | (21,578)                 |   | 106                                                                              |   | 954                                                                              |
|                                                                           |                     |   |                                                                             |   |                                                                             |
| CASH AT BEGINNING OF PERIOD                                                    | 22,532                   |   | -                                                                                |   | -                                                                                |
| CASH AT END OF PERIOD                                                          | $ 954                    |   | $ -                                                                              |   | $ 954                                                                            |
|                                                                           |                     |   |                                                                             |   |                                                                             |
| SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES                                  |                     |   |                                                                             |   |                                                                             |
| Cash Paid For:                                                                 |                     |   |                                                                             |   |                                                                             |
| Interest                                                                       | $ -                      |   | $ -                                                                              |   | $ -                                                                              |
| Income tax                                                                     | $ -                      |   | $ -                                                                              |   | $ 800                                                                            |
|                                                                           |                     |   |                                                                             |   |                                                                             |
|                                                                           |
| See accompanying notes to the financial                            statements. |

 

 

 

F-6

 

----

**GD            CONFERENCE CENTER, INC.**

**(A            DEVELOPMENT STAGE COMPANY)**

Notes            to the Financial Statements

June            30, 2007

(UNAUDITED)

 

**NOTE 1 - ORGANIZATION AND OPERATIONS**

 

GD Conference Center, Inc. (a development stage company) (“GD            Conference” or the “Company”) was incorporated on June 19, 2006 under            the laws of the State of Delaware. GD Conference plans to engage in telephonic            conferencing services to businesses, organizations and individuals in North            America.

             

**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

             

*Basis of Presentation*

             

The accompanying unaudited financial statements and related notes have            been prepared in accordance with accounting principles generally accepted in the United            States of America (US GAAP) for interim financial information and with the rules and            regulations of the Securities and Exchange Commission for Form 10-QSB. Accordingly,            they do not include all of the information and footnotes required by accounting            principles generally accepted in the United States of America for complete financial            statements. In the opinion of management, all adjustments (consisting of normal            recurring accruals) considered necessary for a fair presentation of the financial            position, results of operations and cash flows for the interim periods have been            included. These financial statements should be read in conjunction with the financial            statements of the Company for the year ended December 31, 2006 and notes thereto            contained in Form SB-2 as filed with the Securities and Exchange Commission on April            10, 2007, which was declared effective on April 20, 2007. Interim results are not            necessarily indicative of the results for a full year.

             

*Development stage company*

             

The Company is a development stage company as defined by Statement of            Financial Accounting Standards (“SFAS”) No.            7,*Accounting and Reporting by Development Stage            Enterprises*. All losses accumulated since inception have been            considered as part of the Company's development stage activities.

             

*Estimates*

             

The preparation of financial statements in conformity with generally            accepted accounting principles requires management to make estimates and assumptions            that affect the reported amounts of assets and liabilities and disclosure of contingent            assets and liabilities at the date of the financial statements and the reported amounts            of revenues and expenses during the reporting period. Actual results could differ from            those estimates.

             

*Cash equivalents*

             

The Company considers all highly liquid investments with a maturity of            three months or less when purchased to be cash equivalents.

             

*Property and equipment*

             

Property and equipment are recorded at cost. Expenditures for major            additions and betterments are capitalized. Maintenance and repairs are charged to            general and administrative expenses as incurred. Depreciation of property and equipment            is computed by the straight-line method (after taking into account their respective            estimated residual values) over the assets estimated useful lives ranging from five to            seven years. Leasehold improvements, if any, are amortized on a straight-line basis            over the lease period or the estimated useful life, whichever is shorter. Upon sale or            retirement of property and equipment, the related cost and accumulated depreciation are            removed from the accounts and any gain or loss is reflected in operations.

             

*Fair value of financial instruments*

             

The fair value of a financial instrument is the amount at which the            instrument could be exchanged in a

             

F-7

             

----

current transaction between willing parties.  The carrying amounts            of financial assets and liabilities, such as cash and accrued expenses, approximate            their fair values because of the short maturity of these instruments and market rates            of interest.

             

*Revenue recognition*

             

The Company will recognize revenue when the service is rendered, the            amount earned is fully determinable and realizable, and collectability is reasonably            assured.

             

*Income taxes*

             

The Company accounts for income taxes under FASB Statement No.            109,*Accounting for Income Taxes*.            Deferred income tax assets and liabilities are determined based upon differences            between the financial reporting and tax bases of assets and liabilities and are            measured using the enacted tax rates and laws that will be in effect when the            differences are expected to reverse. Deferred tax assets are reduced by a valuation            allowance to the extent management concludes it is more likely than not that the assets            will not be realized. 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. The effect on deferred tax assets            and liabilities of a change in tax rates is recognized in the statements of operations            in the period that includes the enactment date.

             

*Net loss per common share*

             

Basic net loss per common share is computed by dividing net loss by the            weighted average number of shares of common stock outstanding during the period.            Diluted net loss per common share is computed by dividing net loss by the weighted            average number of shares of common stock and potentially outstanding shares of common            stock during each period. There were no potentially dilutive shares outstanding as of            June 30, 2007.

             

*Impact of New Accounting Standards*

             

In July 2006, the FASB issued FASB Interpretation Number 48,*Accounting for Uncertainty in Income Taxes, an Interpretation of FASB            Statement No. 109*(“FIN 48”). FIN 48 prescribes a            recognition threshold and measurement attribute for the financial statement recognition            and measurement of a tax position taken in a tax return. The Company must determine            whether it is “more-likely-than-not” that a tax position will be sustained            upon examination, including resolution of any related appeals or litigation processes,            based on the technical merits of the position. Once it is determined that a position            meets the more-likely-than-not recognition threshold, the position is measured to            determine the amount of benefit to recognize in the financial statements. FIN 48            applies to all tax positions related to income taxes subject to FASB Statement No.            109,*Accounting for Income Taxes.*The interpretation clearly scopes out income tax positions related to            FASB Statement No. 5,*Accounting for Contingencies.*The Company will adopt the provisions of this statement on July 1, 2007.            The cumulative effect of applying the provisions of FIN 48, if any, will be reported as            an adjustment to the opening balance of retained earnings on July 1, 2007. The Company            does not anticipate that the adoption of this statement will have a material effect on            the Company’s financial condition and results of operations.

             

On September 15, 2006, the FASB issued SFAS No. 157, "Fair Value            Measurements" ("SFAS 157").  SFAS 157 defines fair value, establishes a            framework for measuring fair value and expands disclosures about fair value            measurements.  SFAS 157 is effective as of the beginning of the first fiscal            year beginning after November 15, 2007.  The Company does not anticipate that            the adoption of this statement will have a material effect on the Company’s            financial condition and results of operations.

             

In September 2006, FASB issued SFAS No.            158,*Employers' Accounting for Defined Benefit Pension and            Other Postretirement Plans, an amendment of FASB Statements No 87, 88, 106 and            132(R)*(SFAS 158)*.*SFAS 158 requires the recognition of the overfunded or underfunded            status of a defined benefit postretirement plan as an asset or liability in the            statement of financial position and the recognition of changes in that funded status in            the year in which the changes occur through comprehensive income. SFAS 158 also            requires the measurement of the funded status of a plan as of the date of the year-end            statement of financial position. The Company does not anticipate that the adoption of            this statement will have a material effect on the Company’s financial condition            and results of operations.

             

 

F-8

 

----

On February 15, 2007, the FASB issued SFAS No.            159,*The Fair Value Option for Financial Assets and Financial            Liabilities: Including an amendment of FASB Statement No. 115*(SFAS 159). SFAS 159 permits all entities to elect to measure many            financial instruments and certain other items at fair value with changes in fair value            reported in earnings. SFAS 159 is effective as of the beginning of the first fiscal            year that begins after November 15, 2007, with earlier adoption permitted. The Company            does not anticipate that the adoption of this statement will have a material effect on            the Company’s financial condition and results of operations.

             

Management does not believe that any other recently issued, but not yet            effective accounting pronouncements, if adopted, would have a material effect on the            accompanying financial statements.

             

**NOTE 3 – DEVELOPMENT STAGE ACTIVITIES AND GOING            CONCERN**

 

The Company is currently in the development stage. The Company intends            to enter the teleconferencing business by offering a value added service; however, the            Company has not yet acquired the necessary equipment or begun operations. Its            activities as of June 30, 2007 have been organizational and developmental            (pre-operational).

 

As reflected in the accompanying financial statements, the Company had a            deficit accumulated during the development stage of $40,217 at June 30, 2007 and had a            net loss and cash used in operations of $40,217 and $35,146, respectively, with no            revenue for the period from June 19, 2006 (inception) through June 30, 2007.

             

While the Company is attempting to increase revenues, the            Company’s cash position may not be significant enough to support the            Company’s daily operations. Management intends to raise additional funds by way            of a public or private offering. Management believes that the actions presently being            taken to further implement its business plan and generate revenues provide the            opportunity for the Company to continue as a going concern. While the Company believes            in the viability of its strategy to increase revenues and in its ability to raise            additional funds, there can be no assurances to that effect. The ability of the Company            to continue as a going concern is dependent upon the Company’s ability to further            implement its business plan and generate revenues. The financial statements do not            include any adjustments that might be necessary if the Company is unable to continue as            a going concern.

             

**NOTE            4 – PROPERTY AND EQUIPMENT**

             

At June 30, 2007, property and equipment consisted of the            following:

             

 

 

|                           |   | Estimated Life |   |    |
|--------------------------------|--------|----------------|--------|---------|
| Equipment                      |   | 7              |   | $18,000 |
| Less: Accumulated depreciation |   |           |   | (1,071) |
|                           |   |           |   | $16,929 |

 

Depreciation expense is included in the statements of operations. For            the six months ended June 30, 2007, depreciation expense was $1,071.

             

**NOTE 5 – STOCKHOLDERS’ EQUITY**

 

The Company was incorporated on June 19, 2006. On June 30, 2006 the            Company issued 1,000,000 shares of its common stock to its founders at par value of            $0.0001 per share. For the period from July 1, 2006 through December 31, 2006, the            Company sold 30,000 shares of its common stock in a private placement at $1.00 per            share to 16 individuals.  For the period from January 1, 2007 through June 30,            2007, the Company sold 24,000 shares of its common stock at $1.00 per share for $24,000            to 24 individuals.

 

**NOTE 6 – RELATED PARTY TRANSACTION**

 

The Company has been provided office space by its Chief Executive            Officer at no cost.

             

 

F-9

 

----

ITEM 2.            Management's Discussion and Analysis or Plan of Operation

 

(1)            Caution Regarding Forward-Looking Information

 

This quarterly report contains certain forward-looking statements and            information relating to the Company that are based on the beliefs of the Company or            management as well as assumptions made by and information currently available to the            Company or management. When used in this document, the words "anticipate," "believe,"            "estimate," "expect" and "intend" and similar expressions, as they relate to the            Company or its management, are intended to identify forward-looking statements. Such            statements reflect the current view of the Company regarding future events and are            subject to certain risks, uncertainties and assumptions, including the risks and            uncertainties noted. Should one or more of these risks or uncertainties materialize, or            should underlying assumptions prove incorrect, actual results may vary materially from            those described herein as anticipated, believed, estimated, expected or intended. In            each instance, forward-looking information should be considered in light of the            accompanying meaningful cautionary statements herein.

 

|   | We were organized in June 2006 and our business had not                            become operational or |
|--------|----------------------------------------------------------------------------------------------------------|

recognized any revenue through March 31, 2007. The Company’s            activities to date have involved raising capital and seeking to become a fully            reporting public company quoted on the NASDAQ Over the Counter Bulletin Board based on            management’s belief that achieving that goal would enable it to raise significant            additional capital required to make the Company’s planned business of providing            enhanced conference calling services operational,.

 

(2)            Results of Operations

 

For the            quarter ended June 30, 2007 the company had $0 of revenues and a loss of $3,152. The            loss was the result of the payment of $3,152 in fees and expenses during the            period.

 

Liquidity

 

The            Company had $954 of available cash as of June 30, 2007. To the extent these funds are            inadequate for its needs, the Company will rely on advances from its controlling            shareholders for required funds for regulatory, accounting and legal            matters.

 

Recent            Accounting Pronouncements

 

No new            pronouncement issued by the Financial Accounting Standards Board, the American            Institute of Certified Public Accountants or the Securities and Exchange Commission is            expected to have a material impact on the Company’s financial position or            reported results of operations.

 

ITEM 3.            Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our            management (consisting of 2 persons) conducted an evaluation of our "disclosure            controls and procedures" (as defined in the General Rules and Regulations under the            Securities Exchange Act of 1934 at Rules 13a-15 and 15d-15). Based on management's            evaluation, it was concluded that as of

 

3

 

----

the            Evaluation Date, our disclosure controls and procedures are effective to ensure that            all material information required to be filed in this Quarterly Report on Form 10-QSB            has been made known to him in a timely fashion.

 

There            have been no significant changes (including corrective actions with regard to            significant deficiencies or material weaknesses) in our internal controls or in other            factors that could significantly affect these controls subsequent to the Evaluation            Date set forth above.

 

ITEM 4            - Submission of Matters to a Vote of Security Holders

 

The            Company has held no regularly scheduled, called or special meetings of shareholders            during the reporting period.

 

ITEM 5.            Other Information

 

None.

 

PART            II. OTHER INFORMATION

 

ITEM 1.            Legal Proceedings: None

 

ITEM 2.            Unregistered Sale of Equity Securities and Use of Proceeds

|   | a. | None |
|--------|----|------|

|   | b. | Not Applicable. |
|--------|----|-----------------|

|   | c. | There were no Company repurchases of equity securities                            during |
|--------|----|------------------------------------------------------------------------------------------|

|   | the period covered by this Form 10-QSB. |
|--------|-----------------------------------------|

 

ITEM 3.            Defaults Upon Senior Securities: None

 

ITEM 4.            Submission of Matters to a Vote of Shareholders:

 

None.

 

Item 5.            Other Information: None

 

Item 6.            Exhibits and Reports on Form 8-K

 

EXHIBITS

| 31.1 | Sec. 302 Certification of Principal Executive Officer                            and Principal Financial Officer |
|------|------------------------------------------------------------------------------------------------------------------|

 

| 32.1 | Sec 906 Certification of Principal Executive Officer and                            Principal Financial Officer |
|------|-----------------------------------------------------------------------------------------------------------------|

 

REPORTS            ON FORM 8-K

|   | No reports on Form 8-K were filed during the period                            covered by this report. |
|--------|--------------------------------------------------------------------------------------------------------|

 

4

 

----

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934,            the Registrant has duly caused this report to be signed on its behalf by the            undersigned thereunto duly authorized.

 

| Dated: | August 14, 2007 |
|--------|-----------------|

Santa            Barbara, California

 

GD            Conference Center, Inc.

(Registrant)

/s/            Peter Destler

------------------------------------------

Peter            Destler, President

5