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): November 9, 2022

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:

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. ☐

As previously announced, on October 4, 2022, Golden Developing Solutions, Inc., a Nevada corporation (“we”, “us” or the “Company”) entered into an Asset Purchase and Sale Agreement (the “APA One”) with Sai Siva Healthcare, LLC, a Florida limited liability company (“Seller”), pursuant to which the Company was to purchase certain assets currently utilized in the operation of Seller’s pharmacy located at 12753 S.W. 42^nd St., Miami, FL 33175.

The purchase price under the APA One was $3,050,000, which included inventory of $650,000, RX Data of $2,390,000 and member’s non-compete contribution of $10,000. Closing was not conditioned on the completion of the any due diligence.

On November 9, 2022, the Company completed the acquisition of the assets from Seller pursuant to the terms of APA One.

A copy of the Agreement was filed as exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2022, and is 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”) with Bushnell Pharmacy LLC, a Florida limited liability company (“Seller Two”), pursuant to which the Company was to purchase certain assets currently utilized in the operation of Seller Two’s pharmacy located at 1304 Golden Gate Drive, Southlake, TX 76092.

The purchase price under the APA Two was $2,250,000, which included inventory of $550,000, RX Data of $1,690,000 and member’s non-compete contribution of $10,000. Closing was not conditioned on the completion of the any due diligence.

On November 9, 2022, the Company completed the acquisition of the assets from Seller Two pursuant to the terms of APA Two.

A copy of the Agreement was filed as exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2022, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The 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.

The audited financial statements of Bushnell Pharmacy LLC 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 99.2 within 71 calendar days of the closing date of November 9, 2022.

(b) Pro Forma Financials.

The unaudited pro forma condensed combined financial statements of the Company and 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.

The 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.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits. 

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

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.