UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549









ANNUAL
REPORT UNDER SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934


For
the fiscal year ended December 31, 2008





GOLDEN
VALLEY DEVELOPMENT, INC.


a Nevada
corporation





1200
Truxton Avenue  #130


Bakersfield,
CA  93301


(661)
327-0067





Common
Stock, $0.001 par value registered under Section 12(g) of The Securities
Exchange Act of 1934




I.R.S.
Employer I.D. # 84-1658720





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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  o  No x




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment thereto.x





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




Revenues
for our most recent fiscal year:   $816.00




Number
of shares outstanding of our only class of common equity, as of March 5,
2009: 42,400,000





Transitional
Small Business Disclosure Format (check one): Yes  o No x


-1-




TABLE OF
CONTENTS




PART
      IItem
      1.                      Business
                    3Item
      1A.                  
      Risk Factors
                    4Item
      2.                      Properties
                    5Item
      3.                      Legal
      Proceedings
                    5Item
      4.                      Submissions
      of Matters to a Vote of Security Holders
                    5Item
      5.                      Market
      for Registrant’s Common Equity and Related Stockholder
      Matters
                    5PART
      IIItem
      6.                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    6Item
      7.                      Financial
      Statements
                    8Item
      8.                      Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosures
                    15Item
      8A.                   Controls
      and Procedures
                    15PART
      IIIItem
      9.                      Directors
      and Executive Officers, Promoters and Control Persons, Compliance With
      Section 16(a) of the Exchange Act of the
    Registrant
                    16Item
      10.                    Executive
      Compensation
                    17Item
      11.                    Security
      Ownership of Certain Beneficial Owners and Management
                    17Item
      12.                    Certain
      Relationships and Related Transactions
                    18Item
      13.                    Exhibits,
      Financial Statements, Schedules and Reports on Form
8-K
                    20Item
      14.                    Principal
      Accountants Fees and Services
                    20Signatures
                    21




-2-


Part
I






Item
1.  Description of Business.




History and Structure. We were
incorporated in July of 2004 as Golden Valley Development, Inc. in the state of
Nevada. From the date of incorporation to August of 2004, we were a wholly-owned
subsidiary of Fresh Veg Broker.com, Inc., a Nevada corporation. Then, in August
of 2004, we were spun off from Fresh Veg, and in that process the shares held by
Fresh Veg were distributed to its own shareholders on a pro rata basis, making
our shareholder base exactly the same as Fresh Veg’s shareholder
base.




The
business purpose of the spin-off was to separate three distinct, disparate
business plans so that different, separate entities could focus on each business
plan. Prior to the spin-off, there was a parent company – Fresh Veg – and two
subsidiaries. We were one of the two subsidiaries. Our business plan is for a
brokerage firm that specializes in buying commodities such as fresh fruits,
vegetables and hay and re-selling them, as we describe below. The business plan
belonging to the other former subsidiary of Fresh Veg, Pebble Beach Enterprises,
was for the development and re-sale of real estate. Our then-parent company had
planned on acquiring a third subsidiary which had certain technologies designed
to assist medical insurance companies in securely receiving hospital data.
Therefore, it was determined that three business plans – each requiring vastly
different types of energy, talent and resources to operate – was too dispersing
to be operated by one conglomerate, and so the two subsidiaries, Pebble Beach
and Golden Valley, were spun off.




Subsequent
to our being spun off from Fresh Veg, Fresh Veg changed its name to Tiger Team
Technologies, Inc. officially on August 16, 2004, in order to better reflect the
change in its business from a vegetable broker business – which is the business
we inherited – to a company that dealt with certain technologies designed to
assist medical insurance companies in securely receiving hospital
data.




What We Do. We are a brokerage firm that
specializes in buying commodities such as fresh fruits and vegetables and hay in
California’s central valley from local farmers and then selling the products to
buyers, such as supermarkets, wholesalers, and other farmers, also located in
California.




We
operate as a broker, someone who acts as the agent for the farmer in negotiating
a contract between seller and buyer. The brokerage fee is generally collected
from the seller. We earn our fee by arranging the transaction through written or
phone communication and bringing the two parties together with a confirmation of
sale.  Our management team has over 25 years of combined brokerage
experience in the produce industry, including the last year and a half with
Golden Valley. Our expertise ranges from contract negotiation and product
research to innovative business development.




Our
business model begins with various buyers in need of produce, such as
supermarkets and wholesalers, who buy on behalf of restaurants, restaurant
chains and other large institutions; or in need of hay for animal feed. These
buyers place their orders with us. After receiving an order from a buyer we
prepare a quote. At that point, we check to see if we have any other pending
orders for the same commodity that has not been purchased yet. If we do, we try
to purchase a larger quantity from the farmer, and negotiate a lower price for
buying at a bulk rate, which lowers our base cost and increases our
profit.




We find
the farmers who have the desired produce or hay, and then put in the order to
the farmer. Before the goods are shipped from the farmer to the buyer, we send
out our inspector to inspect them, to guarantee high level of quality and
minimize disputes over damaged goods. Our inspectors, currently only Art and
Annette Davis, do not allow damaged goods to ship. This way the customers know
that they are receiving quality products with every order placed. If a customer
receives damaged goods, we know that the damage occurred en route and the
transportation company is responsible for the damage. We strive to ensure that
all products are of the highest quality. In inspecting commodities, we use the
USDA standards, the only broadly recognized quality standards in our industry,
and due to Art and Annette Davis’s experience with similar ventures in the past,
we will be able to train and test future inspectors in-house to follow these
standards.


-3-




Competition. Our main competitors are
mostly individual brokers with small offices and few or no employees. Varsity
Produce and Manny Lawrence are the largest competitors to our
knowledge.




The main
competitive factor in our industry, however, does not come from other brokers,
but from the changing nature of the industry. As farms become larger, they
become more able to offer the same type of discounts to buyers that we can. Our
advantage remains that we inspect all produce before it ships, and so ensure
high quality produce, which is also an advantage over our competitors who, in
the experience of Art and Annette Davis, have never inspected the produce being
shipped or even were physically present during any part of the shipping process;
however, our challenge is always to find more small, “niche” farmers and more
“niche” buyers, such as for organic produce, unusual produce, hay and other
niches.




In the
experience of our management, customers usually pick up the produce from the
seller with their own trucks.  When necessary, however, we will have
the capability to coordinate transportation for buyers.  We are allied
with Freymiller Trucking through verbal, informal agreements between our
management and theirs, whose trucks, because of our alliance, can be contracted
out at any time. Having access to such a broad transportation network allows us
to offer reasonable transportation rates and still generate a profit. Since we
are able to handle all of our clients’ shipping needs, there is more incentive
for companies to buy goods from us rather than our competitors, providing
another competitive advantage.




Regulation. Golden Valley has no
involvement in the farming process. Therefore we do not need to conform to any
environmental standards. When we supply transportation for the goods to be
delivered, we contract out with trucking companies and it is ultimately the
responsibility of the transportation company to make sure that all environmental
laws in regards to transporting commodities are adhered to and
followed.




Because
we currently operate exclusively intra-state, we are not subject to federal
agricultural regulations as a broker; specifically we are not covered under the
United States Perishable Agricultural Commodities Act, abbreviated as “PACA”.
However, as we expand into interstate deals, we would need to receive a license
from the U.S. Department of Agriculture as a “broker”, defined by PACA in part
as:“any
person engaged in the business of negotiating sales and purchases of any
perishable agricultural commodity in interstate or foreign commerce for or on
behalf of the vendor or the purchaser, respectively...”. Receiving the license
entails filling out a relatively simple application and paying a $550 annual
fee. Licenses are granted fairly automatically unless the applicant has had a
license revoked in the past or been otherwise found in violation of PACA or its
regulations in the past. Maintaining a license would principally involve making
sure we pay our farmers on time. If we are late in paying farmers, our license
may be suspended by the U.S. Department of Agriculture. Since our business model
includes the receipt of monies from the buyer before the farmers deliver the
product, it is very unlikely we would have trouble maintaining our
license.




Suppliers and
Customers.  California’s central valley services 70 percent of
the nation’s produce and vegetables, and has hundreds of suppliers, i.e. farmers
and sheds, and therefore sources and availability of the produce is good. Some
of the small- and mid-size farmers who are most suited as suppliers in our
business model include Gerowan Farms, HMC Farms, Bolthouse Farms, Grimway Farms
and Giumarra Vineyards.




We have
no major customers yet; our three customers so far have been ERE Sheep Company,
M&E Farms and Diamond Cattle Company. However, major customers that have
transacted business with Art and/or Annette Davis – our management team – in the
past include Tops Supermarkets, Bi-Lo Supermarkets and Giant Foods.




Research and Development.  We spent no money on research and development in the
last three and a half years, relying instead on the experience of our management
team, Art and Annette Davis, to make any amendments to our business or marketing
plans.




Employees. We have no formal employees.
Instead, our two management personnel – Art and Annette Davis – each dedicate
5-20 hours per week to conduct the business and prepare all requisite
administration, including this filing.




Item
1A. Riskfactors





Fluctuations
in our operating results on a quarterly and annual basis could cause the market
price of our common stock to decline.




Our
revenue and operating results have fluctuated significantly from period to
period in the past and are likely to do so in the future. These fluctuations
could cause the market price of our common stock to decline.




-4-


If
our internal control over financial reporting does not comply with the
requirements of the Sarbanes-Oxley Act, investor perceptions of our company may
be adversely affected and could cause a decline in the market price of our
stock.




Section 404
of the Sarbanes-Oxley Act of 2002 requires our management to report on, and our
independent auditors to attest to, the effectiveness of our internal control
structure and procedures for financial reporting. We have an ongoing program to
perform the system and process evaluation and testing necessary to comply with
these requirements. We have incurred and expect to continue to incur significant
expense and to devote significant management resources to Section 404
compliance. In the event that our chief executive officer, chief financial
officer, chief accounting officer, or independent registered public accounting
firm determine that our internal control over financial reporting is not
effective as defined under Section 404, investor perceptions of our company
may be adversely affected and could cause a decline in the market price of our
stock.




We
may experience a decrease in market demand or a supply disruption due to
uncertain economic conditions in the United States market, including as a result
of the concerns of terrorism, war and social and political
instability.




Terrorist
attacks in the United States and elsewhere, the continued presence of United
States military forces in Iraq, and turmoil in the Middle East have contributed
to the uncertainty in the United States and global economy and may lead to a
decline in economic conditions, both domestically and
internationally.




Our
ability to raise capital in the future may be limited and our failure to raise
capital when needed could prevent us from executing our growth
strategy.




We
believe that our existing cash will be sufficient for the next 12 months however
there is no guarantee that in the future that we will be able to raise capital
when needed.




Item
2.  Description of Property.




Our
principal office is a rented space in a dedicated office building at 1200
Truxton Ave., Suite 130 in Bakersfield, California provided to us at no charge
by our majority shareholder.




We do not
own any real estate or other property, nor do we invest in real
estate.




Item
3.  Legal Proceedings.




We are
not a party of any pending or existing legal proceedings, nor the subject of any
governmental proceedings.




Item
4.  Submissions of Matters to a Vote of Security Holders.




None




Item
5.  Market for Registrant’s Common Equity and Related Stockholder
Matters




The
common stock is not currently traded




-5-




Part
II




Item
6.  Management’s Discussionand Analysis




SAFE
HARBOR FOR FORWARD LOOKING STATEMENTS




The
following discussion and analysis contains certain statements that may be deemed
“forward-looking statements”. All statements, other than statements of
historical fact, that address events or developments that we expect to occur,
are forward-looking statements. Forward-looking statements are statements that
are not historical facts and are generally, but not always, identified by the
words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”,
“projects”, “potential” and similar expressions, or that events or conditions
“will”, “would”, “may”, “could” or “should” occur.




Although
we believe the expectations expressed in such forward-looking statements are
based on reasonable assumptions, such statements are not guarantees of future
performance and actual results may differ materially from those in the
forward-looking statements. Factors that could cause the actual results to
differ materially from those in forward-looking statements include: failure to
successfully negotiate or subsequently close such transactions, inability to
obtain required shareholder or regulatory approvals, and general economic,
market or business conditions. Investors are cautioned that any such statements
are not guarantees of future performance and actual results or developments may
differ materially from those projected in the forward-looking statements.
Forward-looking statements are based on the beliefs, estimates and opinions of
management on the date the statements are made. We undertake no obligation to
update these forward-looking statements in the event that managements beliefs,
estimates or opinions, or other factors, should change.




Liquidity and Cash
Requirements.  Adavco Inc., a
corporation owned jointly by Art and Annette Davis, loaned us $50,000 in October
of 2004 to satisfy cash requirements, including accounting and auditing costs,
for our first 36 months – through October of 2008. In addition, Adavco has
provided temporary funding to support certain broker transactions. Additional
funding may be available to us from Adavco; however, based on our current cash
forecasts, we do not expect to borrow additional funds, except as may be needed
on a short-term basis to support a broker transaction. Our projected cash
requirements over the next twelve months should not exceed $15,000. However, our
cash requirements will increase significantly if we begin any advertising
campaigns, as discussed below in our Marketing subsection. As of December 31,
2008, our cash on hand was $446.





Results of operations.  In 2008, we
brokered 1 transaction, primarily related to cattle, and recorded net revenues
of $816.  We
incurred general and administrative expenses of $24,274, primarily related to
accounting fees and rent expense. In addition, we incurred $2,663 of interest
expense.




For the
year we saw a decrease in revenues as compared to 2007. The decrease can be
directly related to the price of dairy dropping which has affected the price of
cattle.  Because of the low price of milk, if a dairyman’s cow is not
producing  at 100 percent they will immediately sell the cow for beef
which has added a lot of supply to the beef and cattle industry.
We  will continue with our strategic plan of servicing our current set
of customers as well as working to obtain new ones. We have recently attempted
to broker different commodities that we typically in the past have not
brokered.





Industry Trends.As local farms consolidate,
they become better able to negotiate sales directly with the buyers. Our primary
customer is the smaller, “niche” farmers who do not have direct access to
buyers. These niche farms typically produce crops such as alfalfa hay or grass
hay, organic produce, and unusual or specialty commodities. However, there are
still opportunities for us to work with larger farms and larger buyers on
occasion, because we still retain the advantage of quality control. As we
mention above, we send out a field inspector to make sure all the produce loaded
onto the trucks is high quality, which is something the buyers do not do
themselves, nor do the farmers, nor do our competitors. In this way, we still
are able to generate enough business to continue as a going
concern.





Generation of revenues.  We act as a
broker between farms and wholesale buyers. In some cases, we broker products
between two farms. For example, we may purchase alfalfa hay from one farm and
sell it to a cattle farm. We generate net revenue form the margin between
selling price and the buying price.


-6-





Marketing. Our company is local and will
rely on our reputation and word-of-mouth to generate most of our customers. As
mentioned above, we maintain a competitive advantage by thoroughly inspecting
the product prior to shipment. Our management has historically found that happy
customers are the best form of advertising. However, in conjunction with
word-of-mouth marketing, we also plan to expand our advertising to various
produce industry publications. We also will direct-mail to address lists endemic
to our industry.





Our
management team, Art and Annette Davis, has formed many partnerships, alliances
and contacts while operating as produce brokers for the past 25 years. These
business relationships provide an enormous base of resources from which we can
operate.  Most of our brokerage deals will start – as they have with
our one transaction we have completed so far - with our management team’s large
client base that we hope will contract with us to locate, purchase and deliver
various commodities for them.




Potential Future Business
Models. Additionally, we are currently researching the viability of
farming certain commodities ourselves in order to lower the cost of goods sold
and improve our profit margin. Whatever excess product was grown could be sold
to the various competing brokers. By controlling the product, we can effectively
control the quality of product that other brokers are able to supply. There is
currently no precise plan in place and there can be no assurances that any such
plan will be implemented.




Another
option is to purchase the farmland outright and lease it back to the various
farmers. By controlling the farmers you can demand the best product for the
lowest price. This business model is possible with another loan from Adavco,
which is controlled by our management team. We would feel ready for this model
once we have completed several more transactions under our current model this
year, and determined how much time and effort will be required to keep our
current model viable.




Another
profitable means of expansion we are exploring is to continue hiring brokers
with established customer bases, who can promote the benefits of doing business
with Golden Valley. The new hires would stay employed with Golden Valley as long
as they can continually solicit new customers. The more customers these brokers
bring Golden Valley, the higher their salaries and bonuses. We anticipate hiring
one produce broker per year, beginning this year, to allow for reasonable
expansion.




-7-


Item
7.  FinancialStatements.


REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Board Directors
 Golden
Valley Development, Inc.
 Bakersfield,
California
 
 We have
audited the accompanying consolidated balance sheets of Golden Valley
Development, Inc. as of December 31, 2008 and 2007 and the related consolidated
statements of operations, shareholders’ deficit, and cash flows for the years
ended December 31, 2008 and 2007. These consolidated financial statements are
the responsibility of Golden Valley Development, Inc.'s management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. Golden
Valley is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of Golden Valley’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Golden Valley Development,
Inc. as of December 31, 2008 and 2007 and the results of operations,
stockholders’s (deficit), and cash flows for the two years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
 
 The
accompanying consolidated financial statements have been prepared assuming that
Golden Valley Development, Inc. will continue as a going concern. As discussed
in Note 2 to the consolidated financial statements, Golden Valley Development,
Inc. suffered recurring losses from operations and has a working capital
deficiency, which raises substantial doubt about its ability to continue as a
going concern. Management’s plans regarding those matters also are described in
Note 2. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
 
 
 Malone
& Bailey, P.C.
 www.malone-bailey.com
 Houston,
TX
 March 4,
2009
 -8-




GOLDEN
      VALLEY DEVELOPMENT, INCCONSOLIDATED
      BALANCE SHEETSDecember
      31, 2008 and December 31, 200712/31/2008
                                    
                                    
                                    12/31/2007ASSETSCash
                                    
                                    $
                                    446
                                    
                                    
                                    $
                                    13,200Total
      Assets
                                    
                                    $
                                    446
                                    
                                    
                                    $
                                    13,200LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      Payable
                                    
                                    $
                                    45
                                    
                                    
                                    $
                                    -Accrued
      Interest
                                    
                                    
                                    4,008
                                    
                                    
                                    
                                    1,342Note
      Payable to Related Party
                                    
                                    
                                    56,000
                                    
                                    
                                    
                                    50,000Total
      Current Liabilities
                                    
                                    
                                    60,053
                                    
                                    
                                    
                                    51,342Stockholders’
      DeficitCommon
      Stock; $.001 par value;
                                      75,000,000
      shares authorized,
                                      42,400,000
      issued and outstanding
                                    
                                    
                                    42,400
                                    
                                    
                                    
                                    42,400Additional
      Paid-in-Capital
                                    
                                    
                                    (10,510
                                    )
                                    
                                    
                                    (15,166
                                    )Accumulated
      Deficit
                                    
                                    
                                    (91,497
                                    )
                                    
                                    
                                    (65,376
                                    )Total
      Stockholders' Deficit
                                    
                                    
                                    (59,607
                                    )
                                    
                                    
                                    (38,142
                                    )Total
      Liabilities and Stockholders' Deficit
                                    
                                    $
                                    446
                                    
                                    
                                    $
                                    13,200
 
 -9-
 GOLDEN
      VALLEY DEVELOPMENT, INCCONSOLIDATED
      STATEMENTS OF OPERATIONSFor
      the Years Ended December 31, 2008 and 20072008
                    
                    
                    2007Revenue
                    
                    $
                    816
                    
                    
                    $
                    14,533Operating
      ExpensesGeneral
      & Administrative
                    
                    
                    24,274
                    
                    
                    
                    38,950Interest
      Expense
                    
                    
                    2,663
                    
                    
                    
                    3,629Total
      Operating Expenses
                    
                    
                    26,937
                    
                    
                    
                    42,579Net
      Loss
                    
                    $
                    (26,121
                    )
                    
                    $
                    (28,046
                    )Basic
      and diluted net (loss) per common share
                    
                    
                    (0.00
                    )
                    
                    
                    (0.00
                    )Basic
      and diluted weighted average number ofcommon
      shares outstanding
                    
                    
                    42,400,000
                    
                    
                    
                    41,000,000
 
 -10-
 
 GOLDEN
      VALLEY DEVELOPMENT, INCCONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)For
      the Years Ended December 31, 2008 and December 31, 2007Additional
      Paid-in CapitalCommon
      Stock
                                
                                
                                Accumulated
      DeficitShares
                                
                                
                                $
                                
                                
                                TotalsBalances
      at 12/31/06
                                
                                
                                40,000,000
                                
                                
                                $
                                40,000
                                
                                
                                $
                                (22,109
                                )
                                
                                $
                                (37,330
                                )
                                
                                $
                                (19,439
                                )Imputed
      rent
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                4,658
                                
                                
                                
                                
                                
                                
                                
                                4,658imputed
      interest
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                2,285
                                
                                
                                
                                
                                
                                
                                
                                2,285Shares
      issued for services
                                
                                
                                2,400,000
                                
                                
                                
                                2,400
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                2,400Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (28,046
                                )
                                
                                
                                (28,046
                                )Balances
      at12/31/07
                                
                                
                                42,400,000
                                
                                
                                
                                42,400
                                
                                
                                
                                (15,166
                                )
                                
                                
                                (65,376
                                )
                                
                                
                                (38,142
                                )Imputed
      rent
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                4,656
                                
                                
                                
                                
                                
                                
                                
                                4,656Net
      loss
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (26,121
                                )
                                
                                
                                (26,121
                                )Balances
      at 12/31/08
                                
                                
                                42,400,000
                                
                                
                                $
                                42,400
                                
                                
                                $
                                (10,510
                                )
                                
                                $
                                (91,497
                                )
                                
                                $
                                (59,607
                                )
 
 -11-
 GOLDEN
      VALLEY DEVELOPMENT, INCCONSOLIDATED
      STATEMENTS OF CASH FLOWSFor
      the Years Ended December 31, 2008 and December 31, 20072008
                  
                  
                  2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
                  
                  $
                  (26,121
                  )
                  
                  $
                  (28,046
                  )Adjustments
      to reconcile net lossto
      cash used in operating activities:Imputed
      rent and interest expense
                  
                  
                  4,656
                  
                  
                  
                  6,943Stock
      issued for services
                  
                  
                  -
                  
                  
                  
                  2,400Changes
      in:Accounts
      Payable
                  
                  
                  45
                  
                  
                  
                  -Prepaid
      and Other Current Assets
                  
                  
                  -
                  
                  
                  
                  1,180Accrued
      Expenses
                  
                  
                  2,666
                  
                  
                  
                  1,342NET
      CASH USED IN OPERATING ACTIVITIES
                  
                  
                  (18,754
                  )
                  
                  
                  (16,181
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from note payable to related party
                  
                  
                  33,500
                  
                  
                  
                  644,650Payments
      on note payable to related party
                  
                  
                  (27,500
                  )
                  
                  
                  (704,650
                  )NET
      CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
                  
                  
                  6,000
                  
                  
                  
                  (60,000
                  )NET
      CHANGE IN CASH
                  
                  
                  (12,754
                  )
                  
                  
                  (76,181
                  )Cash
      balance, beginning of the period
                  
                  
                  13,200
                  
                  
                  
                  89,381Cash
      balance, end of the period
                  
                  $
                  446
                  
                  
                  $
                  13,200Supplemental
      Disclosures:Taxes
      paid
                  
                  $
                  -
                  
                  
                  $
                  -Interest
      paid
                  
                  
                  -
                  
                  
                  
                  -
 
 
 -12-




Golden
Valley Development, Inc.


NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 –
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature of
Business. Golden Valley Development, Inc. (“Golden Valley”) was incorporated in
Nevada on July 26, 2004. Golden Valley is a commodities broker. In late
December, 2007, Golden Valley incorporated a wholly-owned subsidiary, Central
Valley Commodity Brokers Inc.  The subsidiary had no assets,
liabilities or operations as of December 31, 2008.




Cash and
Cash Equivalents. For purposes of the statement of cash flows, Golden Valley
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.




Use of
Estimates. In preparing financial statements, management makes estimates and
assumptions that affect the reported amounts of assets and liabilities in the
balance sheet and revenue and expenses in the statement of expenses. Actual
results could differ from those estimates.




Revenue
Recognition. Golden Valley recognizes revenue when persuasive evidence of an
arrangement exists, services have been rendered, the sales price is fixed or
determinable, and collectibility is reasonably assured. Golden Valley performs
as a broker without assuming the risks and rewards of ownership of the goods,
therefore sales are reported on a net basis. After receiving an order, Golden
Valley will locate and inspect the desired item. The item will be shipped
directly to the customer from the supplier by Golden Valley or the customer can
arrange for pickup at the supplier. The item must meet certain industry
standards prior to customer acceptance. If the industry standards are not met,
the loss carries back to the supplier. If the item meets industry standards and
the customer were to reject the item, the loss belongs to the customer. Golden
Valley recognizes revenues at the time the customer accepts the
item.




Income
Taxes. Golden Valley recognizes deferred tax assets and liabilities based on
differences between the financial reporting and tax basis of assets and
liabilities using the enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered. Golden Valley provides
a valuation allowance for deferred tax assets for which it does not consider
realization of such assets to be more likely than not.




Basic and
Diluted Net Loss Per Share. B




Recently
Issued Accounting Pronouncements.  Golden Valley does not expect the
adoption of recently issued accounting pronouncements to have a significant
impact on Golden Valley’s results of operations, financial position or cash
flow.




NOTE 2 –
GOING CONCERN




As shown
in the accompanying financial statements, Golden Valley incurred recurring net
losses for the years ended December 31, 2008 and 2007, has an accumulated
deficit and a working capital deficit as of December 31, 2008.  These
conditions raise substantial doubt as to Golden Valley’s ability to continue as
a going concern.  Management is trying to raise additional capital
through sales of stock.  The financial statements do not include any
adjustments that might be necessary if Golden Valley is unable to continue as a
going concern.


-13-




NOTE 3 -
RELATED PARTY TRANSACTIONS




During
2006, Golden Valley entered into four similar unsecured notes with the same
related party. These notes, dated May 14, 2006, May 5, 2006, September 25, 2006
and December 26, 2006, were unsecured and carried no interest rate. The
principal amounts borrowed under these notes were $173,000, $80,000, $50,000 and
$60,000, respectively. These loans were primarily used in the operations to
purchase products. The $173,000 and $80,000 notes were repaid during 2006 from
the proceeds received in a brokering arrangement and the remaining notes were
repaid during 2007.




During
2007, Golden Valley entered into 5 similar notes with the same related party.
These notes dated January, 12 2007, January 17, 2007, February 2, 2007, June 11,
2007, and September 4, 2007 were unsecured and carried an interest rate of 5%.
The principal amounts were $7,000, $228,000, $202,850, $166,800 and
$40,000.  These loans were primarily used in the operations to
purchase products. The $7,000, $228,000 and $202,850 notes were repaid during
the year from the proceeds received in a brokering arrangement.  All
of the notes except for $10,000 of the $166,800 loan and the entire $40,000 loan
were repaid in 2007.  The loan interest on the notes for $7,000,
$228,000, $202,850 was imputed at 5%. The loan interest on the notes for
$166,800 and $40,000 has an interest rate of 5%.




During
2008, Golden Valley entered into three similar notes with the same related
party.  The notes dated May 29, 2008, August 25, 2008, and December 1,
2008 were unsecured and carried an interest rate of 5%.  The principal
amounts were $3,000, $3,000, and $27,500.  These loans were primarily
used in the operations to purchase products.  The $27,500 note was
repaid during the year from the proceeds received in a brokering
arrangement.  The two remaining notes have not been
repaid.
 
 Golden
Valley is using office space provided by a related party on a rent-free, month
to month basis. The fair value of the office space is $388 per month. Golden
Valley had $4,656 and $4,658 of rent expense for the years ended December 31,
2008 and  2007, respectively. The rent is contributed to capital by a
related party as a credit to additional paid in capital.


NOTE
4 - INCOME TAXES




Golden
Valley uses the liability method, where deferred tax assets and liabilities are
determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes.  During fiscal 2008 Golden Valley
incurred a net loss and, therefore, has no tax liability.  The net
deferred tax asset generated by the loss carry-forward has been fully
reserved.  The cumulative net operating loss carry-forward is
approximately $60,609 at December 31, 2008, and will expire in the year
2028.


At
December 31, 2008, deferred tax assets consisted of the
following:




Deferred
tax assets




Net operating
      losses
                            
                            $
                            9,091Less:  valuation
      allowance
                            
                            
                            (9,091
                            )Net deferred tax
      asset
                            
                            $
                            -





-14-


Item
9.  Changes In and Disagreements With Accountantson
Accounting and Financial Disclosure.




There
have been no changes in or disagreements with our accountants.




Item
9A.  Controlsand Procedures.




Disclosure
Controls




Management,
including our President and Treasurer, has evaluated the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of the end of the period covered by this report. Based upon
that evaluation, the President and Treasurer concluded that the disclosure
controls and procedures were effective to provide reasonable assurance that
information required to be disclosed in the reports that we file and submit
under the Exchange Act is (i) recorded, processed, summarized and reported as
and when required and (ii) accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely discussions regarding disclosure. In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.




Management’s
Annual Report on Internal Control Over Financial Reporting.





Golden
Valley’s management is responsible for establishing and maintaining adequate
control over financial reporting for Golden Valley, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Under
the supervision and with the participation of Golden Valley’s management,
including our principal executive and principal financial officers, Golden
Valley conducted an evaluation of the effectiveness of its internal control over
financial reporting based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (the “COSO Framework”). Based on this evaluation under the COSO
Framework management concluded that its internal control over financial
reporting was effective as of December 31, 2008.





This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the company to provide only management’s report
in this annual report.




Internal
Controls




There has
not been any change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.




We do not
expect that internal controls over financial reporting will prevent all errors
or all instances of fraud. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the control
system’s objectives will be met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within its company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Controls can also be circumvented
by the individual acts of some persons, by collusion of two or more people, or
by management override of the controls. The design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and any design may not succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions or deterioration in the degree of compliance with policies or
procedures. Because of the inherent limitation of a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.


-15-




Part
III




Item
10.  Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange
Act.




Annette Davis, 53,
director and treasurer – elected to directorship and office on July 26, 2004 to
serve for one year; re-elected to both positions on July 26, 2005 for additional
one-year term.




Ms. Davis
had been CFO of Bakersfield Produce & Distributing, in Bakersfield,
California, from 1977 until its closure in May, 2002. Bakersfield Produce had
revenues exceeding $60,000,000 annually. She supervised its accounting
department, reviewed balance sheets and income statements, approved capital
expenditures, coordinated with CPAs for audit and tax filings purposes, and
negotiated contracts with legal departments. Ms. Davis was responsible for this
corporation’s fiscal aspects.




Ms. Davis
had also served as Controller of Andes River Company, LLC, in Bakersfield,
California, from 1999 until it ceased operations in December of 2003. She held
the fiscal responsibilities of this company, which imported produce from the
South American country of Chile and distributed it on the East Coast, with
revenues of $40 million annually. Ms. Davis was responsible for its income and
balance sheets, accounting department, approved all expenditures and outside
business, established credit lines for the company, and coordinated with CPAs
for tax returns in three states.




Ms. Davis
is also currently President of Adavco, Inc., a real estate development company.
Ms. Davis has been in that position since co-founding Adavco in 1982, and is the
supervisor of accounting for Adavco projects, which include apartment buildings
and custom homes.




From
1999-2004, Ms. Davis was also Treasurer of Fresh Veg Broker.com, Inc., our
former parent company whose business plan, which never was successful, was to
create a website where buyers and sellers of produce could do deals with each
other online.




Ms. Davis
is also the sole director of Pebble Beach Enterprises, Inc., which is also a
reporting company under The Securities Exchange Act of 1934. She has been its
director since July of 2004. As we describe above in our Description of Business
section, Pebble Beach was at one time a subsidiary of our former parent, Fresh
Veg Broker.com. In that respect, Pebble Beach and Golden Valley were considered
“sister” companies until both we and Pebble Beach were spun off from Fresh Veg
in 2004. Pebble Beach has a totally different business plan than we do, but
Annette Davis serves as director of both companies. She is not an officer of
Pebble Beach.




Art Davis, 56,
director, president and secretary – elected to directorship and offices on July
26, 2004 to serve for one year; re-elected to all positions on July 26, 2005 for
additional one-year term.




Mr. Davis
had served as Vice-president of Bakersfield Produce & Distributing from 1977
until it ceased operations in 2002 in Bakersfield, California. The company added
a consolidation point for chain supermarkets in 1979. In 1980, he was
responsible for bringing in employees to begin a produce brokerage operation.
The brokerage sales increased so rapidly that the wholesale and consolidations
divisions were sold and Bakersfield Produce became Bakersfield Produce &
Distributing Company, which grew to become one of the largest produce brokerage
firms in the United States.




As Vice
President, he was responsible for buying fresh fruit and vegetables from
California and Arizona for shipment to several large supermarket chains on the
East coast. Mr. Davis was personally responsible for shipping over 125 loads of
produce per week and dealt with most of the shippers in the produce industry due
to the volume of the business.




Mr. Davis
is also currently Vice-President of Adavco, Inc., a real estate development
company. Mr. Davis has been in that position since co-founding Adavco in 1982,
and is a licensed contractor overseeing Adavco projects, which include apartment
buildings and custom homes.


-16-




From
1999-2004, Mr. Davis was also President of Fresh Veg Broker.com, Inc., our
former parent company whose business plan, which never was successful, was to
create a website where buyers and sellers of produce could do deals with each
other online.




Arthur
      Davis is the husband of Annette
Davis.


Annette
      Davis is the wife of Arthur Davis.





Neither
of the directors or executives of Golden Valley, nor any promoter or control
person, was involved in any bankruptcy or insolvency action, nor was involved in
any business which was involved in any such action at or within 2 years before
the time of such filing, nor any criminal proceeding nor found to be in
violation of any securities or futures laws or regulations nor has been barred
or otherwise enjoined from participating in any type of business, securities or
banking activities.




We do not
have an audit committee financial expert serving on our audit committee, due to
our relatively light revenues and operations and unreasonable expense an audit
committee financial expert would pose for our business.




Golden
Valley has adopted a Code of Ethics that applies to our principle executive
officer (Arthur Davis), principal financial officer (Annette Davis), and
principal controller (Annette Davis) and has posted it on our website www.goldenvalleydevelopment.com.




We
undertake to provide to any person without charge, upon request, a copy of our
Code of Ethics. To receive a copy of our Code of Ethics, mail a request for such
to: Golden Valley Development, Inc., P.O. Box 2346, Bakersfield, CA
93303.




Item
11.  ExecutiveCompensation.




None of
the officers or directors of Golden Valley is compensated nor has received any
compensation, including any options or stock appreciation rights.




We have
no employee contracts of any kind.




Item
12.  Security Ownership of CertainBeneficial Owners
and Management.




We have
no equity compensation plans or other arrangements and had none in the fiscal
year covered by this Form.




We have
only one class of securities – our Common Stock.


-17-




The
following represents the security ownership of the only person who owns more
than five percent of our outstanding Common Stock:


Annette
      Davis
                  38,054,331 shares1
                  95.1%
      of classDirector
      and Treasurer
                  Direct
      ownership1200
      Truxton Avenue  #130Bakersfield,
      CA  93301




The
following represents the security ownership of all members of
management:




Annette
      Davis
              38,054,331 shares2
              95.1%
      of classDirector
      and Treasurer
              Direct
      ownershipc/o
      Golden Valley Development, Inc.1200
      Truxton Avenue  #130Bakersfield,
      CA  93301Art
      Davis
              0 shares3
              0%
      of classDirector,
      President and Secretaryc/o
      Golden Valley Development, Inc.1200
      Truxton Avenue  #130Bakersfield,
      CA  93301





1 There
are no shares which the listed beneficial owner has the right to acquire within
sixty days, from options, warrants, rights, conversion privilege or similar
obligations or instruments.
 2 There
are no shares which the listed beneficial owner has the right to acquire within
sixty days, from options, warrants, rights, conversion privilege or similar
obligations or instruments.
 3 There
are no shares which the listed beneficial owner has the right to acquire within
sixty days, from options, warrants, rights, conversion privilege or similar
obligations or instruments.
 -18-




Item
13.  Certain Relationshipsand Related
Transactions.




During
2006, Golden Valley entered into four similar unsecured notes with the same
related party. These notes, dated May 14, 2006, May 5, 2006, September 25, 2006
and December 26, 2006, were unsecured and carried no interest rate. The
principal amounts borrowed under these notes were $173,000, $80,000, $50,000 and
$60,000, respectively. These loans were primarily used in the operations to
purchase products. The $173,000 and $80,000 notes were repaid during 2006 from
the proceeds received in a brokering arrangement and the remaining notes were
repaid during 2007.




During
2007, Golden Valley entered into 5 similar notes with the same related party.
These notes dated January, 12 2007, January 17, 2007, February 2, 2007, June 11,
2007, and September 4, 2007 were unsecured and carried an interest rate of 5%.
The principal amounts were $7,000, $228,000, $202,850, $166,800 and
$40,000.  These loans were primarily used in the operations to
purchase products. The $7,000, $228,000 and $202,850 notes were repaid during
the year from the proceeds received in a brokering arrangement.  All
of the notes except for $10,000 of the $166,800 loan and the entire $40,000 loan
were repaid in 2007.  The loan interest on the notes for $7,000,
$228,000, $202,850 was imputed at 5%. The loan interest on the notes for
$166,800 and $40,000 has an interest rate of 5%.




During
2008, Golden Valley entered into three similar notes with the same related
party.  The notes dated May 29, 2008, August 25, 2008, and December 1,
2008 were unsecured and carried an interest rate of 5%.  The principal
amounts were $3,000, $3,000, and $27,500.  These loans were primarily
used in the operations to purchase products.  The $27,500 note was
repaid during the year from the proceeds received in a brokering
arrangement.  The two remaining notes have not been
repaid.




Golden
Valley is using office space provided by a related party on a rent-free, month
to month basis. The fair value of the office space is $388 per month. Golden
Valley had $4,656 and $4,658 of rent expense for the year ended December 31,
2008 and 2007 respectively. The rent is contributed to capital by a related
party as a credit to additional paid in capital.




We have
no parent companies.




The names
of our promoters are as follows:




Fresh Veg
Broker.com, Inc., a Nevada corporation




H. Arthur
Davis




Annette
Davis




-19-


Item 14. Indexto
Exhibits.




Index
      No.
                
                DescriptionExhibit
      3.1
                Item
      601(b)(3)(i)
                Articles
      of Incorporation*Exhibit
      3.2
                Item
      601(b)(3)(ii)
                Bylaws*Exhibit
      14
                Item
      601(b)(14)
                Code
      of ethics (attached)Exhibit
      31.1 and 31.2
                Item
      601(b)(31)
                Rule
      13a-14(a)/15d-14(a) Certifications(attached)Exhibit
      32.1 and 32.2
                Item
      601(b)(32)
                Section
      1350 (attached)




*
            These
      exhibits are hereby incorporated by reference to our Registration
      Statement on Form 10-SB filed November 29, 2005. File No.
      0-51637.





There are
no management contracts or compensatory plans or arrangements required to be
filed as an exhibit to this form.




Item
15.  Principal Accountant Feesand
Services.




Audit
Fees




Aggregate
fees billed for fiscal year 2008 and 2007 for professional services rendered by
the principal accountant for the audit of our annual financial statements,
review of quarterly statements and other services provided in connection with
statutory or regulatory filings or engagements: $16,000 and $18,000,
respectively.




Audit-Related
Fees




Aggregate
fees billed in fiscal year 2008 and 2007 for assurance and related services by
the principal accountant that are reasonably related to the performance of the
audit or review of our financial statements and are not reported under the
“Audit Fees” caption above: $0 for both years.




Tax
Fees




Aggregate
fees billed in fiscal year 2008 and 2007 for professional services rendered by
the principal accountant for tax compliance, tax advice and tax planning: $0 for
both years.




All
Other Fees




Aggregate
fees billed in fiscal year 2008 and 2007 for products and services provided by
the principal accountant, other than the services reported above: $0 for both
years.




Golden
Valley’s audit committee’s pre-approval policy is to retain the services of a
professional accountant only once the threshold established by Rule 2-01 of
Regulation S-X has been met.




The audit
committee’s pre-approval procedure is to carefully establish that each of the
tests delineated in paragraphs (b) and (c)(1)-(3) of Rule 2-01 of Regulation S-X
are met.


-20-




SIGNATURES




In
accordance with Section 13 of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




GOLDEN VALLEY DEVELOPMENT,
      INC.March
      24, 2009
              By:
              /s/ H.
      Arthur DavisH.
      Arthur DavisPresident




In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




March
      24, 2009
              By:
              /s/ H.
      Arthur DavisH.
      Arthur DavisPresident
      and a Director
 March
      24, 2009
              By:
              /s/ Annette
      DavisAnnette
      DavisTreasurer,
      Controller and
      a Director




-21-