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~~November 209, 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 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

OnAs previously announced, on October 204, 2022, Golden Developing Solutions, Inc., a Nevada corporation (“we”, “us” or the “Company”) entered into aan ~~Settlement~~Asset Purchase and ~~Exchange~~Sale Agreement (the “~~Settlement~~APA ~~Agreement~~One”), with ~~Renaissance~~Sai ~~Health~~Siva ~~Publishing~~Healthcare, LLC, a Florida limited liability company (“~~Renaissance~~Seller”) ~~and Renown Health LLC~~, ~~a Florida~~ ~~limited~~pursuant ~~liability~~to ~~company~~which ~~(“Renown”),~~the asCompany ~~well~~was asto ~~Leonite~~purchase ~~Capital,~~certain ~~LLC,~~assets acurrently ~~Delaware~~utilized ~~limited liability company (“Leonite”),~~ in ~~settlement of~~ the ~~obligations~~operation of ~~the~~Seller’s ~~Company,~~pharmacy ~~Renaissance~~located ~~and~~at 12753 ~~Renown~~S.W. to42nd ~~Leonite~~St., ~~under~~Miami, aFL ~~certain “Note” and “Security Agreement” (each described hereinafter) to Leonite~~33175.

~~Pursuant~~The topurchase ~~the~~price ~~Settlement~~under ~~Agreement,~~ the ~~Company had~~APA ~~issued~~One awas ~~Senior Secured Convertible Promissory Note to Leonite dated as of March 16~~$3, ~~2021~~050,000, which inincluded ~~the~~inventory ~~original principal amount~~ of $~~588~~650,~~235.29 (the “Note”)~~000, asRX ~~well~~Data ~~as a Securities Purchase Agreement~~ of ~~even date therewith (the “Securities Agreement”). The Note was funded in two tranches of~~ $652,390,000 and ~~$50,000~~member’s ~~respectively,~~non-compete ~~with~~contribution ~~the~~of ~~first tranche advanced on April 8~~$10,000. ~~2021,~~Closing ~~and~~was ~~the~~not ~~second~~conditioned ~~tranche advanced~~ on ~~November 4, 2021. The obligations of~~ the ~~Company~~completion ~~under the Note are secured pursuant to the terms~~ of the ~~security and~~any ~~pledge~~due agreement dated April 8, 2021 (the “Security and Pledge Agreement” and collectively with the Note, the Securities Agreement, and the other documents executed in connection therewith, the “Transaction Documents”)diligence.

~~The~~On ~~Parties~~November ~~settled~~9, 2022, the Company’s ~~obligations under~~completed the acquisition ~~Note, Securities Agreement, and Security and Pledge Agreement , including a balance due~~ of ~~one~~the ~~hundred~~assets ~~twenty-three~~from ~~thousand five~~Seller ~~hundred~~pursuant ~~five~~to ~~dollars and 58/100 cents ($123,505.58) (~~the ~~“Outstanding~~terms ~~Balance”),~~of ~~per~~APA ~~the following settlement arrangement:~~One.

~~1. The Company~~A ~~shall~~copy ~~cause~~of tothe beAgreement ~~delivered~~was tofiled ~~Leonite~~as ~~62,000,000~~exhibit ~~shares~~10.1 to ofthe ~~common~~Company’s ~~stock~~Current ~~(the~~Report ~~“Settlement~~on ~~Shares”),~~Form in8-K ~~exchange~~filed ~~for~~ with the ~~Note,~~Securities ~~upon~~and ~~the~~Exchange ~~following~~Commission ~~schedule~~on ~~with~~October ~~time~~11, ~~being~~2022, ofand ~~the~~is ~~essence:~~incorporated herein by reference.

(As previously announced, on October 4, 2022, the Company entered into a second Asset Purchase and Sale Agreement (the “APA Two”) 30with Bushnell Pharmacy LLC,~~000~~ a Florida limited liability company (“Seller Two”),~~000~~ ~~shares~~pursuant ofto ~~common~~which ~~stock~~the ~~immediately~~Company ~~but~~was to purchase certain assets currently utilized in nothe ~~event~~operation of ~~more~~Seller ~~than~~Two’s ~~three~~pharmacy ~~(3)~~located ~~business~~at ~~days;~~1304 Golden Gate Drive, Southlake, TX 76092.

~~(b)~~ The ~~remainder~~purchase ofprice under the ~~shares~~APA ofTwo ~~common~~was ~~stock in 30 days. Provided however~~$2,250,000, which ~~that~~included ifinventory ~~the issuance~~ of ~~such~~$550,000, ~~shares~~RX ~~would~~Data ~~result in beneficial ownership by Leonite and its affiliates~~ of ~~more than 4.99% of the outstanding Common Shares~~$1, ~~then such issuance shall be delayed until requested by Leonite. Notwithstanding the preceding sentence~~690,000 ~~the~~and ~~limitations~~member’s onnon-compete ~~conversion~~contribution ~~may be waived up to a maximum~~ of 9$10,000.~~99%~~ byClosing ~~Leonite~~was ~~upon, at its election,~~ not ~~less~~conditioned on ~~than 61 days’ prior notice to Company. Furthermore,~~ the ~~provisions~~completion of the ~~conversion~~any ~~limitation~~due ~~shall continue to apply until such 61st day, or such later date, as determined by Leonite, as may be specified in such notice of waiver~~diligence.

~~2. Leonite had~~On ~~agreed~~November ~~that for a period of three months following the Effective Date~~9, ~~with regards to the Settlement Shares~~2022, ~~Leonite shall be limited to selling, on each trading day,~~ the ~~greater~~Company ofcompleted ~~(i) 10% of~~ the acquisition ~~daily trading volume~~ of the ~~Company’s~~assets ~~ordinary~~from ~~shares;~~Seller ~~and~~Two ~~(ii) 1,000,000~~pursuant ~~per day, subject~~ to ~~splits and adjustments, whichever is greater. The leak out amount shall accrue for each calendar day based on~~ the ~~volume~~terms onof ~~the~~APA ~~last prior trading day and will be eligible to be sold on any subsequent day~~Two. ~~Upon request, Leonite shall furnish daily trade dates within three (3) business days following such request.~~

~~3. Upon the~~A ~~initial~~copy ~~issuance~~of ~~and~~ the ~~subsequent~~Agreement ~~issuance~~was offiled ~~the~~as ~~Settlement~~exhibit ~~Shares ,~~10.2 to the ~~Outstanding~~Company’s ~~Balance~~Current ~~will~~Report beon ~~deemed~~Form to8-K ~~have~~filed ~~been satisfied~~with inthe ~~full~~Securities and ~~Leonite~~Exchange ~~shall~~Commission ~~terminate~~on ~~any~~October ~~UCC~~11, ~~filings~~2022, and ~~provide~~is aincorporated herein ~~customary~~by ~~satisfaction letter upon request~~reference.

~~The~~Item ~~Settlement~~9.01 ~~Agreement~~Financial ~~includes customary~~Statements ~~general releases, representations, warranties~~ and ~~covenants by the respective parties~~Exhibits.

~~The foregoing~~(a) ~~descriptions~~Financial ofStatements ~~the Settlement Agreement, Note and Securities Agreement are qualified in their entirety by reference to the Settlement Agreement, Note and Securities Agreement, copies~~ of ~~which~~Business ~~are filed herewith as Exhibits 10~~Acquired.~~1, 10.2 and 10.3, respectively, and incorporated herein by reference.~~

2The audited financial statements of Sai Siva Healthcare, LLC for the years ended December 31, 2021 and 2020 and the unaudited interim financial statements of Sai Siva Healthcare, LLC for the three-month period ended September 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 November 9, 2022.

~~Item~~The audited financial statements of Bushnell Pharmacy 3LLC for the years ended December 31, 2021 and 2020 and the unaudited interim financial statements of Bushnell Pharmacy LLC for the three-month period ended September 30, 2022 will be filed with an amendment to this Current Report on Form 8-K as Exhibit 99.~~02.~~2 ~~Unregistered~~within ~~Sales~~71 calendar days of ~~Equity~~the ~~Securities~~closing date of November 9, 2022.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the Settlement Agreement is incorporated by reference in this Item 3.02. The Settlement Shares issued pursuant to the Settlement Agreement were not registered under the Securities Act of 1933, as amended (~~the “Securities Act”~~b), ~~and~~Pro ~~were~~Forma ~~issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act~~Financials.

~~Item~~The ~~9.01.~~unaudited ~~Financial~~pro ~~Statements~~forma condensed combined financial statements of the Company and ~~Exhibits~~Sai Siva Healthcare, LLC for the years ended December 31, 2021 and 2020, and the three months ended September 30, 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 November 9, 2022.

~~(d)~~The ~~Exhibits~~unaudited pro forma condensed combined financial statements of the Company and Bushnell Pharmacy LLC for the years ended December 31, 2021 and 2020, and the three months ended September 30, 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 November 9, 2022.

~~The~~(c) ~~exhibits~~Shell ~~listed~~Company ~~in the following Exhibit Index are filed as part of this Current Report on Form 8-K~~Transaction.

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.

Not applicable.

~~SIGNATURES~~2

~~Pursuant~~(d) ~~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~~Exhibits.

	GOLDEN DEVELOPING SOLUTIONS, INC.
Date: October 28, 2022	By:	/s/ Stavros Triant
		Stavros Triant, Chief Executive Officer

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		Asset Purchase and Sale Agreement between Golden Developing Solutions, Inc. and Sai Siva Healthcare, LLC, dated October 4, 2022 (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on October 11, 2022).
10.2		Asset Purchase and Sale Agreement between Golden Developing Solutions, Inc. and Bushnell Pharmacy LLC, dated October 4, 2022 (incorporated herein by reference to Exhibit 10.2 of Form 8-K filed on October 11, 2022).
99.1***		Audited Financial Statements of Sai Siva Healthcare, LLC for the years ended December 31, 2021 and 2020 and Unaudited Interim Financial Statements of Sai Siva Healthcare, LLC for the quarter ended September 30, 2022.
99.2***		Audited Financial Statements of Bushnell Pharmacy LLC for the years ended December 31, 2021 and 2020 and Unaudited Interim Financial Statements of Bushnell Pharmacy LLC for the quarter ended September 30, 2022.
99.3***		Unaudited Pro forma financial statements of the Company and Sai Siva Healthcare, LLC as of December 31, 2021, December 31, 2020, and September 30, 2022.
99.4***		Unaudited Pro forma financial statements of the Company and Bushnell Pharmacy LLC as of December 31, 2021, December 31, 2020 and September 30, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


***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: November 15, 2022	By:	/s/ Stavros Triant
		Stavros Triant, Chief Executive Officer

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