UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1420, 2022

GOLDEN DEVELOPING SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-56051

82-2911016

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

PO Box 460573, Fort Lauderdale, FL 33346

(Address of Principal Executive Office) (Zip Code)

(623) 826-5206

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~Assignment~~On October 20, 2022, Golden Developing Solutions, Inc., a Nevada corporation (the “Company”) entered into a Settlement and ~~Assumption~~Exchange Agreement ~~One~~(the “Settlement Agreement”), with Renaissance Health Publishing, LLC, a Florida limited liability company (“Renaissance”) and Renown Health LLC, a Florida limited liability company (“Renown”), as well as Leonite Capital, LLC, a Delaware limited liability company (“Leonite”), in settlement of the obligations of the Company, Renaissance and Renown to Leonite, under a certain “Note” and “Security Agreement” (each described hereinafter) to Leonite.

OnPursuant ~~October~~to ~~14,~~the ~~2022,~~Settlement ~~Renown Pharmaceuticals~~Agreement, ~~LLC,~~the Company ahad ~~Delaware~~issued ~~limited~~a ~~liability~~Senior ~~company~~Secured ~~(“Renown”)~~Convertible ~~which~~Promissory isNote ~~managed~~to ~~and~~Leonite ~~wholly-owned~~dated byas ~~Golden~~of ~~Developing~~March ~~Solutions~~16, ~~Inc.~~2021, ~~a Nevada~~in ~~corporation (~~the ~~“Company”)~~original ~~and~~principal ~~managed~~amount byof ~~COD Management~~$588, ~~LLC~~ 235.29 (the “~~COD~~Note”), ~~entered~~as ~~into~~well anas ~~assignment~~a ~~and assumption~~Securities ~~agreement~~Purchase ~~(the~~Agreement ~~"Assignment~~of ~~and~~even ~~Assumption~~date ~~Agreement~~therewith ~~One~~(the “Securities Agreement”). The ~~with~~Note ~~Orchard~~was ~~Tails,~~funded ~~LLC,~~in atwo ~~Delaware~~tranches ~~limited~~of ~~liability company~~$65,000 ~~which~~and is$50,000 arespectively, ~~wholly~~with ~~owned~~the ~~subsidiary~~first oftranche ~~the~~advanced ~~Company~~on ~~(“Orchard”)~~April 8, to2021, ~~assign~~and ~~that~~the ~~certain~~second tranche ~~Purchase~~advanced ~~Agreement~~on November 4, ~~dated~~2021. as The obligations of ~~September~~the ~~23,~~Company ~~2022~~under (the ~~“COD~~Note ~~Purchase~~are ~~Agreement”),~~secured pursuant to ~~which~~the ~~Renown~~terms ~~assigned~~of tothe ~~Orchard~~security and ~~all~~pledge ofagreement ~~Renown’s~~dated ~~right~~April 8, ~~title~~ ~~and~~2021 (the ~~interest~~“Security inand ~~the~~Pledge ~~COD~~Agreement” ~~Purchase~~and ~~Agreement,~~collectively ~~such~~with ~~that~~the ~~Orchard~~Note, ~~shall~~the beSecurities Agreement, and the ~~“Buyer”~~other ~~for~~documents ~~all~~executed ~~purposes~~in ofconnection therewith, the ~~COD~~“Transaction ~~Purchase Agreement~~Documents”).

The ~~Assignment~~Parties ~~and~~settled ~~Assumption~~the ~~Agreement~~Company’s ~~One is~~obligations ~~joined~~under bythe ~~COD~~Note, asSecurities ~~“Seller~~Agreement, ~~One”~~and Security and Pledge Agreement , ~~for~~including ~~purposes~~a balance due of ~~evidencing~~one ~~the~~hundred ~~agreement~~twenty-three thousand five hundred five dollars and ~~consent~~58/100 ofcents ~~Seller~~($123,505.58) ~~One~~(the to“Outstanding Balance”), per the ~~transactions~~following ~~set forth~~settlement ~~therein.~~arrangement:

1. The ~~foregoing description of the Assignment and~~ ~~Assumption~~Company ~~Agreement~~shall ~~One~~cause ~~does not purport~~ to be ~~complete~~delivered ~~and~~to isLeonite ~~qualified~~62,000,000 inshares ~~its~~of ~~entirety~~common bystock ~~reference to~~ (the ~~full~~“Settlement ~~text~~Shares”), ofin ~~the~~exchange ~~Assignment~~for ~~and~~the ~~Assumption Agreement One~~Note, aupon ~~copy~~the offollowing ~~which~~schedule iswith ~~attached~~time ~~hereto~~being asof ~~Exhibit~~the ~~10.1 to this Current Report on Form 8-K and is incorporated herein by reference.~~essence:

~~Assignment~~(a) ~~and~~30,000,000 ~~Assumption~~shares ~~Agreement~~of ~~Two~~common stock immediately but in no event more than three (3) business days;

On(b) ~~October~~The ~~17,~~remainder ~~2022,~~of the ~~Company~~shares ~~entered~~of ~~into an~~common ~~assignment~~stock ~~and~~in ~~assumption~~30 ~~agreement~~days. ~~(the~~Provided ~~“Assignment~~however, ~~and~~that ~~Assumption~~if ~~Agreement~~the ~~Two”)~~issuance ~~with~~of ~~Orchard,~~such toshares ~~assign~~would ~~that~~result ~~certain Asset~~in ~~Purchase~~beneficial ~~and~~ownership ~~Sale~~by ~~Agreement,~~Leonite ~~dated~~and asits affiliates of ~~September~~more ~~28,~~than ~~2022~~4.99% (of the ~~“Jai~~outstanding ~~Chamunda~~Common ~~Purchase Agreement”)~~Shares, ~~pursuant~~then tosuch ~~which the~~issuance ~~Company~~shall ~~assigned~~be todelayed ~~Orchard~~until ~~all~~requested ofby Leonite. Notwithstanding the ~~Company’s~~preceding ~~right~~sentence, ~~title~~the ~~and~~limitations ~~interest~~on inconversion ~~the~~may ~~Jai~~be ~~Chamunda~~waived ~~Purchase~~up ~~Agreement,~~to ~~such~~a ~~that Orchard~~maximum ~~shall~~of be9.99% ~~the~~by ~~“Buyer”~~Leonite ~~for~~upon, ~~all~~at ~~purposes~~its ofelection, ~~the~~not ~~Jai~~less ~~Chamunda~~than ~~Purchase~~61 ~~Agreement.~~days’ ~~The~~prior notice to Company. isFurthermore, ~~also~~the ~~party~~provisions toof athe ~~Distribution Agreement,~~conversion ~~dated~~limitation asshall ofcontinue ~~September~~to 28apply until such 61st day, ~~2022~~or such later date, ~~which~~as ~~was~~determined ~~assigned~~by toLeonite, ~~Orchard~~as ~~concurrently~~may ~~with~~be ~~the~~specified ~~Jai~~in ~~Chamunda~~such ~~Purchase~~notice ~~Agreement~~of waiver.

~~The~~2. Leonite had ~~Assignment~~agreed ~~and~~that ~~Assumption~~for ~~Agreement~~a ~~Two~~period ~~is joined~~of bythree ~~Jai~~months ~~Chamunda~~following ~~New~~the ~~Hudson~~Effective ~~LLC~~Date, awith ~~Michigan~~regards ~~limited~~to ~~liability~~the ~~company~~Settlement ~~(“Jai Chamunda”)~~Shares, asLeonite ~~“Seller~~shall ~~Two”,~~be limited ~~and~~to ~~by SRX~~selling, ~~LLC~~on each trading day, athe ~~Tennessee~~greater ~~limited~~of ~~liability~~(i) ~~company~~10% of the daily trading volume of the Company’s ordinary shares; and (~~“Stillwell”~~ii) 1,000,000 inper ~~each~~day, ~~case~~subject to splits and adjustments, whichever is greater. The leak out amount shall accrue for ~~purposes~~each ofcalendar ~~evidencing~~day based on the ~~agreement and~~volume ~~consent~~on ofthe ~~Seller~~last ~~Two~~prior trading day and ~~Stillwell~~will be eligible to ~~the~~be ~~transactions~~sold ~~set~~on ~~forth~~any ~~therein~~subsequent day. Upon request, Leonite shall furnish daily trade dates within three (3) business days following such request.

~~The foregoing description of~~ 3. Upon the ~~Assignment~~initial ~~and Assumption~~issuance ~~Agreement Two does not purport to be complete~~ and isthe ~~qualified~~subsequent inissuance ~~its~~of ~~entirety by reference to~~ the ~~full~~Settlement ~~text~~Shares , of the ~~Assignment and~~Outstanding ~~Assumption~~Balance ~~Agreement~~will ~~Two,~~be adeemed ~~copy~~to ofhave ~~which~~been satisfied isin ~~attached~~full ~~hereto~~and asLeonite ~~Exhibit~~shall ~~10.2~~terminate toany ~~this~~UCC ~~Current~~filings ~~Report~~and onprovide ~~Form~~a ~~8-K~~customary ~~and~~satisfaction isletter ~~incorporated herein~~upon ~~by reference~~request.

~~Item~~The ~~2.01.~~Settlement ~~Completion~~Agreement ofincludes customary ~~Acquisition~~general orreleases, ~~Disposition~~representations, ofwarranties ~~Assets~~and covenants by the respective parties.

AsThe foregoing ~~disclosed~~descriptions byof the ~~Company~~Settlement onAgreement, ~~its~~Note ~~Current~~and ~~Report on~~Securities ~~Form~~Agreement ~~8-K~~are ~~filed~~qualified ~~with~~in their entirety by reference to the Settlement ~~Securities~~Agreement, Note and ~~Exchange~~Securities ~~Commission~~Agreement, ~~(“SEC”)~~copies onof ~~October~~which 6are filed herewith as Exhibits 10.1, ~~2022:~~10.2 and 10.3, respectively, and incorporated herein by reference.

· On September 23, 2022, Renown entered into the COD Purchase Agreement, pursuant to which Renown was to purchase certain assets currently utilized in the operation of COD’s pharmacy located at 23133 Orchard Lake Rd. Suite 101, Farmington, MI 48336.2

~~The purchase price under the Purchase~~Item ~~Agreement~~3.02. ~~was~~Unregistered ~~established~~Sales ~~on the basis~~ of ~~the~~Equity ~~following assets:~~Securities.

~~(a)~~The ~~COD’s~~disclosure ~~salable~~set ~~and~~forth above ~~usable~~in ~~merchandise~~Item ~~inventory~~1.01 atof ~~the~~this ~~pharmacy,~~Current ~~which~~Report ison ~~valued~~Form 8-K with atrespect ~~the original, actual cost~~ to ~~COD;~~the ~~(b)~~Settlement ~~Non-leased~~Agreement ~~furniture,~~is ~~fixtures,~~incorporated ~~equipment,~~by ~~computers,~~reference in ~~transferable~~this ~~software,~~Item ~~telephone~~3.02. ~~numbers,~~The ~~and~~Settlement ~~other~~Shares ~~items~~issued ofpursuant ato ~~similar~~the ~~nature~~Settlement ~~including~~Agreement ~~fixtures~~were ~~and~~not ~~equipment~~registered atunder the ~~pharmacy,~~Securities ~~which~~Act isof ~~valued at $10~~1933,~~000;~~ as amended (c)the ~~All~~“Securities ~~prescription lists~~Act”), ~~patient profiles, customer lists, prescription files,~~ and ~~other~~were ~~records~~issued ~~relating~~in toreliance on the ~~pharmacy~~exemption ~~and~~from ~~goodwill~~registration asrequirements ofthereof ~~September~~provided by ~~23, 2022, which together are valued at $255,000, and~~ Section 4(da)(2) Aof ~~covenant~~the ~~not~~Securities ~~to compete which will be binding upon Seller, and its officers, directors and shareholders, which is valued at $10,000~~Act.

2Item 9.01. Financial Statements and Exhibits.

~~The~~(d) ~~COD Purchase Agreement closed on October 14, 2022, on which date the Company paid COD a purchase price in the amount of $300,200~~Exhibits.

·The Onexhibits ~~September~~listed ~~28,~~in ~~2022,~~ the ~~Company~~following ~~entered~~Exhibit ~~into~~Index are ~~the~~filed ~~Jai~~as ~~Chamunda~~part ~~Purchase Agreement, pursuant to which the Company was to purchase certain assets currently utilized in the operation~~ of ~~Jai~~this ~~Chamunda~~Current ~~New~~Report ~~Hudson~~on ~~LLC’s~~Form ~~pharmacy located at 56270 Grand River Ave~~8-K.~~, New Hudson, MI 48165.~~

The purchase price under the Jai Chamunda Purchase Agreement was $1,350,000, which included inventory of $450,000, Rx Data of $890,000 and member’s non-compete contribution of $10,000. Closing was not conditioned on the completion of the any due diligence.

Exhibit No.		Description
10.1*		Settlement and Exchange Agreement, dated October 20, 2022, as between the registrant, Renaissance Health Publishing, LLC, Renown Health LLC and Leonite Capital, LLC.
10.2*		Senior Secured Convertible Promissory Note, dated March 16, 2021, as between the registrant Renaissance Health Publishing, LLC, Renown Health LLC and Leonite Capital, LLC.
10.3*		Securities Purchase Agreement, dated March 16, 2021, as between the registrant, Renaissance Health Publishing, LLC, Renown Health LLC and Leonite Capital, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

After closing, the Company was required to engage Jai Chamunda for a period of thirty (30) days commencing from the closing date, no more than five (5) days a week (Monday to Friday), for a maximum of forty (40) hours per week, if necessary. The Company also agreed to compensate Jai Chamunda at the rate of $125 per hour, which payment shall be made on a bi-weekly basis upon Jai Chamunda submitting an invoice to the Company.SIGNATURES

~~The~~Pursuant ~~Jai~~to ~~Chamunda Purchase Agreement closed on October 17, 2022, on which date~~ the ~~Company~~requirements ~~paid~~of ~~Jai Chamunda~~ the ~~purchase~~Securities Exchange ~~price~~Act of $11934,~~452,053.20.~~ Asas ~~of the closing~~amended, the ~~Company~~registrant ~~began~~has ~~its~~duly ~~engagement~~caused ofthis ~~Jai~~report ~~Chamunda~~to atbe ~~the~~signed ~~rate~~on ofits ~~$125~~behalf ~~per~~by ~~hour~~the undersigned hereunto duly authorized.

Item 9.01 Financial Statements and Exhibits.

	GOLDEN DEVELOPING SOLUTIONS, INC.

Date: October 28, 2022	By:	/s/ Stavros Triant
		Stavros Triant, Chief Executive Officer

~~(a) Financial Statements of Business Acquired.~~3

The audited financial statements of COD Management, LLC for the years ended December 31, 2021 and 2020 and the unaudited interim financial statements of COD Management, LLC for the three-month period ended June 30, 2022 will be filed with an amendment to this Current Report on Form 8-K as Exhibit 99.1 within 71 calendar days of the closing date of October 14, 2022.

The audited financial statements of Jai Chamunda New Hudson LLC for the years ended December 31, 2021 and 2020 and the unaudited interim financial statements of Jai Chamunda New Hudson LLC for the three-month period ended June 30, 2022 will be filed with an amendment to this Current Report on Form 8-K as Exhibit 99.2 within 71 calendar days of the closing date of October 17, 2022.

(b) Pro Forma Financials.

The unaudited pro forma condensed combined financial statements of the Company and COD Management, LLC for the years ended December 31, 2021 and 2020, and the three months ended March 31, 2022 will be filed with an amendment to this Current Report on Form 8-K as Exhibit 99.3 within 71 calendar days of the closing date of October 14, 2022.

The unaudited pro forma condensed combined financial statements of the Company and Jai Chamunda New Hudson LLC for the years ended December 31, 2021 and 2020, and the three months ended March 31, 2022 will be filed with an amendment to this Current Report on Form 8-K as Exhibit 99.4 within 71 calendar days of the closing date of October 17, 2022.

Not applicable.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.		Description
10.1**		Assignment and Assumption Agreement, dated October 14, 2022, as between the registrant’s wholly-owned subsidiary Renown Pharmaceuticals, LLC and COD Management, LLC.
10.2**		Assignment and Assumption Agreement, dated October 17, 2022, as between the registrant and Jai Chamunda New Hudson LLC.
99.1***		Audited Financial Statements of COD Management, LLC for the years ended December 31, 2021 and 2020 and Unaudited Interim Financial Statements of COD Management, LLC for the quarter ended June 30, 2022.
99.2***		Audited Financial Statements of Jai Chamunda New Hudson LLC for the years ended December 31, 2021 and 2020 and Unaudited Interim Financial Statements of Jai Chamunda New Hudson LLC for the quarter ended June 30, 2022.
99.3***		Unaudited Pro forma financial statements of the Company and COD Management, LLC as of December 31, 2021, December 31, 2020, and June 30, 2022.
99.4***		Unaudited Pro forma financial statements of the Company and Jai Chamunda New Hudson LLC as of December 31, 2021, December 31, 2020 and June 30, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
**Furnished herewith.
***To be filed by amendment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOLDEN DEVELOPING SOLUTIONS, INC.
Date: October 20, 2022	By:	/s/ Stavros Triant
		Stavros Triant, Chief Executive Officer

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