Golden
      Valley Development, Inc.


1200
      Truxton Avenue #130


Bakersfield,
      CA 93301


(661)
      327-0067




**CODE
      OF ETHICS**




**for
      Golden Valley Development, Inc.,a**




**Nevada
      corporation**




Because
      Golden Valley currently has its equity shares publicly traded, senior financial
      officers of Golden Valley Development, Inc. are held to an especially high
      set
      of ethical standards, which are further described below. Senior financial
      officers of Golden Valley will not commit acts contrary to these standards
      of
      ethical conduct nor shall they condone the commission of such acts by others
      within the Golden Valley organization.




Because
      Golden Valley is currently applying to have its equity shares publicly traded,
      senior financial officers of Golden Valley Development, Inc. are held to an
      especially high set of ethical standards, which are further described below.
      Senior financial officers of Golden Valley will not commit acts contrary to
      these standards of ethical conduct nor shall they condone the commission of
      such
      acts by others within the Golden Valley organization.




**General
      Standards of Ethical Behavior**




The
      principal executive officer, principal financial officer, controller and all
      other personnel will:




**·** Conduct
      their personal and professional affairs in a way that avoids both real and
      apparent conflicts of interest between their interests and the interests of
      the
      Company.




**·** Refrain
      from engaging in any activity that would compromise their professional ethics
      or
      otherwise prejudice their ability to carry out their duties to the Company.







**·** Communicate to executive management of the Company and to accountants engaged
      in
      financial audits of the Company, all relevant unfavorable as well as favorable
      information and professional judgements or opinions.




**·** Ensure
      that any and all dealings with regulatory agencies, federal, state and local
      authorities with which Golden Valley does business.




**·** Encourage open communication and full disclosure of financial information by
      providing a well understood process under which Management is kept informed
      of
      financial information of importance, including any departures from sound policy,
      practice, and accounting norms.




**·** Ensure
      that all relevant staff members understand the Company’s open communication and
      full disclosure standards and processes.




**·** Refrain
      from disclosing confidential information acquired in the course of their work
      except where authorized, unless legally obligated to do so, and, where
      applicable, as per the terms of any employment contract.




**·** Inform
      subordinates, as appropriate, regarding the confidentiality of information
      acquired in the course of their work and monitor, as needed, to ensure that
      subordinates maintain that confidentiality.




**·** Refrain
      from using or appearing to use confidential information acquired in the course
      of their work for unethical or illegal advantage, either personally or
      indirectly through others.




**Standards
      Regarding Financial Records and Reporting**




The
      principal financial officer and controller will:




**·** Establish appropriate systems and procedures to ensure that business
      transactions are recorded on the Company’s books in accordance with Generally
      Accepted Accounting Principals, established company policy, and appropriate
      regulatory pronouncements and guidelines.




**·** Establish appropriate policies and procedures for the protection and retention
      of accounting records and information as required by applicable law, regulation,
      or regulatory guidelines.




**·** Establish and administer financial accounting controls that are appropriate
      to
      ensure the integrity of the financial reporting process and the availability
      of
      timely, relevant information for the safe, sound, and profitable operation
      of
      the Company.




**·** Completely disclose all relevant information reasonably expected to be needed
      by
      the Company’s regulatory examiners and internal and external auditors for the
      full, complete, and successful discharge of their duties and responsibilities.