Form 10-Q Golden Developing Soluti For: Jun 30
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For The Quarterly Period Ended
or
For The Transition Period of ____________________ to ______________________
Commission file number:
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☐ ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit such files). ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check
mark 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.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at August 15, 2022 | |
| Common Stock, $.0001 par value |
INDEX
| 2 |
PART I — FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements.
GOLDEN DEVELOPING SOLUTIONS, INC
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30 | December 31, | |||||||
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Right of use liabilities - operating leases short-term | ||||||||
| Derivative liability | ||||||||
| Notes payable - related party | ||||||||
| Acquisition notes payable | ||||||||
| Note payable | ||||||||
| Convertible notes payable, net of debt discounts | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders' equity: | ||||||||
| Preferred stock, shares authorized, $ par value, Series A Preferred stock, share authorized, issued and outstanding | ||||||||
| Common stock, shares authorized, $ par value, and issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' equity | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 3 |
GOLDEN DEVELOPING SOLUTIONS, INC
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating Expenses: | ||||||||||||||||
| Professional fees | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Gain on settlement of liabilities | ||||||||||||||||
| Derivative gain (loss) | ( | ) | ||||||||||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Income (loss) , before tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net Income (Loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) from per share - basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) from per share - dilutive | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Weighted average shares outstanding - basic | ||||||||||||||||
| Weighted average shares outstanding - dilutive | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 4 |
GOLDEN DEVELOPING SOLUTIONS, INC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
| Series A Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Golden Developing Solutions Share of Equity | Non Controlling | Total Stockholders' Equity | ||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | Interest | (Deficit) | ||||||||||||||||||||||||||||
| Balance December 31, 2020 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Common shares and warrants issued for deferred offering costs | – | |||||||||||||||||||||||||||||||||||
| Beneficial conversion feature upon issuance on convertible debt | – | – | ||||||||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance March 31, 2021 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net loss | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance June 30, 2021 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||
| Balance December 31, 2021 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Common shares issued due to conversion of note | – | |||||||||||||||||||||||||||||||||||
| Common shares issued for cash proceeds | – | |||||||||||||||||||||||||||||||||||
| Common shares issued for payment of services | – | |||||||||||||||||||||||||||||||||||
| Beneficial conversion feature | – | – | ||||||||||||||||||||||||||||||||||
| Settlement of derivative liability through note conversion | – | – | ||||||||||||||||||||||||||||||||||
| Net income | – | – | ||||||||||||||||||||||||||||||||||
| Balance March 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Common shares issued for cash proceeds | – | |||||||||||||||||||||||||||||||||||
| Common shares issued for payment of services | – | |||||||||||||||||||||||||||||||||||
| Beneficial conversion feature | – | – | ||||||||||||||||||||||||||||||||||
| Warrants issued for deferred offering costs | – | – | ||||||||||||||||||||||||||||||||||
| Net income | – | – | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance June 30, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 5 |
GOLDEN DEVELOPING SOLUTIONS, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended | ||||||||
| June 30, 2022 | June 30, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Note payable issued for services | ||||||||
| Derivative (gain) loss | ( | ) | ||||||
| Amortization of debt discount and deferred financing costs | ||||||||
| Interest expense from derivative liability in excess of principal | ||||||||
| Gain on settlement of debt | ( | ) | ( | ) | ||||
| Net Changes in: | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Payments on notes payable | ( | ) | ||||||
| Payments on related party loans | ( | ) | ||||||
| Proceeds from convertible notes payable | ||||||||
| Net proceeds from the sale of common shares | ||||||||
| Net cash provided by financing activities | ||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | ||||||||
| CASH AND CASH EQUIVALENTS, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, end of period | $ | $ | ||||||
| Supplemental disclosures: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Noncash activities | ||||||||
| Beneficial conversion feature upon issuance of convertible notes | $ | $ | ||||||
| Common stock and warrants issued for deferred financing costs | $ | $ | ||||||
| Settlement of debt paid directly by related party | $ | $ | ||||||
| Conversion and settlement of note | $ | $ | ||||||
| Settlement of derivative liability on conversion | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements
| 6 |
GOLDEN DEVELOPING SOLUTIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Description of Business. Golden Developing Solutions, Inc. (the “Company” or “GDS”) was organized as a corporation in Nevada in 1998 as American Associates Group. In 2007 the name was changed to Clean Hydrogen Producers, Ltd before being changed in April of 2017 to Golden Developing Solutions, Inc. The Company has structured itself in 2017 as a cannabis holding company and intends to make additional acquisitions in the industry in the near future.
Basis of Presentation. The accompanying unaudited financial statements of Golden Developing Solutions, Inc. have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, the financial statements include all adjustments (consisting of normal recurring accruals) necessary in order to make the condensed financial statements not misleading. Operating results for the six months ended June 30, 2022 are not necessarily indicative of the final results that may be expected for the year ended December 31, 2022. For more complete financial information, these unaudited financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2021. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the annual financial statements for the most recent fiscal period have been omitted.
Use of Estimates in Financial Statement Preparation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Principles of Consolidation. The Company prepares its consolidated financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which have a fiscal year end of December 31. All intercompany accounts, balances and transactions have been eliminated in the consolidation. The Company also consolidates any variable interest entities for which the Company is the primary beneficiary based on whether the Company has the ability to direct the activities that most significantly impact the entities economic performance.
On April 27, 2018, the Company incorporated Pura
Vida Vitamins, LLC as a wholly owned subsidiary. Pura Vida Vitamins, LLC entered into two consulting agreements with individuals that
paid each consultant $6,000 per month in cash, additional bonuses depending on certain sales-related milestones, and 20,500,000 shares
each for the completion of certain sales-related milestones, of which none were earned by either consultant. On July 1, 2018, the Company
reorganized the entity to be a joint venture in which it owns
On September 26, 2018, the Company incorporated Tasos Media LLC as a wholly owned subsidiary.
On December 1, 2021, the Company incorporated Renown Pharmaceuticals LLC as a wholly owned subsidiary in the state Florida. In July 2022, the domicile was move to Delaware.
Goodwill, Intangible Assets, and Long-Lived Assets. Goodwill is carried at cost and is not amortized. The Company tests goodwill for impairment on an annual basis, relying on a number of factors including operating results, business plans, economic projections, anticipated future cash flows and marketplace data. Company management uses its judgment in assessing whether goodwill has become impaired between annual impairment tests according to specifications set forth in ASC 350.
| 7 |
The fair value of the Company’s reporting unit is dependent upon the Company’s estimate of future cash flows and other factors. The Company’s estimates of future cash flows include assumptions concerning future operating performance and economic conditions and may differ from actual future cash flows. Estimated future cash flows are adjusted by an appropriate discount rate derived from the Company’s market capitalization plus a suitable control premium at date of the evaluation.
The financial and credit market volatility directly impacts the Company’s fair value measurement through the Company’s weighted average cost of capital that the Company uses to determine its discount rate and through the Company’s stock price that the Company uses to determine its market capitalization. Therefore, changes in the stock price may also affect the amount of impairment recorded.
The Company recognizes an acquired intangible asset apart from goodwill whenever the intangible asset arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Such intangibles are amortized over their useful lives. Impairment losses are recognized if the carrying amount of an intangible asset subject to amortization is not recoverable from expected future cash flows and its carrying amount exceeds its fair value.
The Company’s long-lived assets, including intangibles, are reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset.
Fair Value of Financial Instruments
As defined in ASC 820” Fair Value Measurements,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.
Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs which reflect a reporting entity’s own assumptions about the assumptions that market participants would use for pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.
The following table summarizes fair value measurements by level at June 30, 2022 and December 31, 2021, measured at fair value on a recurring basis:
| June 30, 2022 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | ||||||||||||||||
| None | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||||
| December 31, 2021 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Assets | ||||||||||||||||
| None | $ | $ | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||||
| Derivative liabilities | $ | $ | $ | $ | ||||||||||||
| 8 |
The recorded amounts of financial instruments, including cash equivalents, investments, accounts payable, accrued expenses, note payable and loan from related parties approximate their market values as of June 30, 2022 and December 31, 2021 due to the intended short-term maturities of these financial instruments.
Derivative Financial Instruments
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes. In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement. If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815. The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification. The Company’s policy is to evaluate for reclassification contracts with the earliest maturity date first.
Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.
Selling, General and Administrative Expenses. Selling, general and administrative expenses include advertising and promotional costs and research and development costs. Also included in Selling, general and administrative expenses are share-based compensation, certain warehousing fees, non-manufacturing overhead, personnel and related expenses, rent on operating leases, and professional fees.
The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.
Recently Issued Accounting Standards.
The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.
NOTE 2 - GOING CONCERN AND LIQUIDITY
The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The Company had incurred substantial losses from inception to date,
the Company had a working capital deficit. These factors gave rise to substantial doubt that the Company would continue as a going concern.
As of June 30, 2022, the Company had $
| 9 |
The financial statements for the six months ended June 30, 2022 and 2021 have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans or contributions from related parties and, or, the sale of common stock. There is no assurance that this series of events will be satisfactorily completed.
Financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that may be necessary if the Company is unable to continue as a going concern.
NOTE 3 - DEBT
Notes Payable
During 2020, the Company entered into a note payable
agreement with a vendor related to $
Notes Payable related party
In May of 2018, the Company issued a $
Convertible Debt
On January 14, 2020, the Company entered into
an unsecured convertible promissory note, with a principal amount of $
On January 27, 2022, the Company entered into
a settlement agreement with the lender related to the convertible promissory note dated January 14, 2020. Pursuant to the agreement the
company issued shares of common stock for the conversion of $
The Company evaluated the embedded conversion
feature within the above convertible promissory note under ASC 815-15 and ASC 815 -40 and determined embedded conversion feature does
meets the definition of a liability on the date the note became convertible. The Company accounted for the intrinsic value of Conversion
Feature inherent to the convertible promissory note and a total debt discount of $
| 10 |
In March 2021, the Company entered into a Senior
Secured convertible promissory note for an aggregate principal amount of $
In connection with promissory note, the Company
issued shares of stock to the lender as a deferred finance cost and granted a warrant to purchase
On November 3, 2021 the second trance in the amount
of $
The Company evaluated the embedded conversion
feature within the above convertible note payable under ASC 815-15 and ASC 815-40 and determined embedded conversion feature does not
meet the definition of a liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception.
The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the relative fair value of the convertible
notes payable and a total debt discount of $
As of June 30, 2022, the company owed $
In November 2021, the Company entered into a Secured
convertible promissory note for an aggregate principal amount of $
In connection with promissory note, the Company
issued shares of stock to the lender as a deferred finance cost and granted a warrant to purchase
The Company evaluated the embedded conversion
feature within the above convertible note payable under ASC 815-15 and ASC 815-40 and determined embedded conversion feature does not
meet the definition of a liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception.
The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the relative fair value of the convertible
notes payable and a total debt discount of $
| 11 |
As of June 30, 2022, the company owed $
On March 29, 2022, the Company entered into a
secured convertible promissory note, with a principal amount of $
The Company evaluated the embedded conversion
feature within the above convertible note payable under ASC 815-15 and ASC 815-40 and determined embedded conversion feature does not
meet the definition of a liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception.
The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the relative fair value of the convertible
notes payable and a total debt discount of $
As of June 30, 2022, the company owed $
In April 2022, the Company entered into a Secured
convertible promissory note for an aggregate principal amount of $
In connection with promissory note, the Company
granted a warrant to purchase
The Company evaluated the embedded conversion
feature within the above convertible note payable under ASC 815-15 and ASC 815-40 and determined embedded conversion feature does not
meet the definition of a liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception.
The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the relative fair value of the convertible
notes payable and a total debt discount of $
As of June 30, 2022, the company owed $
On May 9, 2022, the Company entered into a secured
convertible promissory note, with a principal amount of $
The Company evaluated the embedded conversion
feature within the above convertible note payable under ASC 815-15 and ASC 815-40 and determined embedded conversion feature does not
meet the definition of a liability. Then the Company evaluated the conversion feature for a beneficial conversion feature at inception.
The Company accounted for the intrinsic value of a Beneficial Conversion Feature inherent to the relative fair value of the convertible
notes payable and a total debt discount of $
As of June 30, 2022, the company owed $
| 12 |
NOTE 4 - DERIVATIVE LIABILITIES
As discussed in Note 3 – Convertible Notes Payable, the Company analyzed the conversion features of the agreements for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own stock and is therefore not afforded equity treatment. In accordance with AC 815, the Company has bifurcated the conversion feature of the notes and recorded a derivative liability.
The embedded derivatives for the notes are carried on the Company’s balance sheet at fair value. The derivative liability is marked- to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change.
The fair value of the embedded derivatives for
the notes were determined using the Black-Scholes option pricing model based on the following assumptions during the six months ending
June 30, 2022: (1) dividend yield of
The table below presents the change in the fair value of the derivative liability:
| Fair value as of December 31, 2021 | ||||
| Fair value on the date of issuance recorded as debt discounts | ||||
| Settlement of derivative upon repayment of notes | ( | ) | ||
| Settlement of derivative upon conversion of notes | ( | ) | ||
| Gain on change in fair value of derivatives | ( | ) | ||
| Fair value as of June 30, 2022 | $ | |||
NOTE 5 - STOCKHOLDERS EQUITY
In March 2019, the Board of Directors of the Company amended the Company’s articles of incorporation to increase the authorized common shares to 975,000,000. On July 17, 2019, the Board of Directors approved the below Corporate Actions and recommended to the stockholders of the Company that they approve the Corporate Actions. On July 17, 2019, a majority of the Company’s stockholders, approved the following actions:
● The granting of discretionary authority
to the Board, at any time or times for a period of 12 months after the date of the Written Consent, to adopt an amendment to the Certificate,
to effect a
● The approval of an amendment to the Certificate increasing the number of shares of Common Stock the Company is authorized to issue from to as provided for herein (the “Increase in Authorized Shares”, and together with the Reverse Stock Split, the “Corporate Actions”).
The Reverse Stock Split has not been executed to date.
During the six months ended June 30, 2022 the company issued shares of common stock for cash proceeds of $
During the six months ended June 30, 2022 the company issued shares of common stock for the conversion of $ of principal on convertible notes as discussed in Note 3.
During the six months ended June 30, 2022 the
company issued shares of common stock as compensation for services with a fair value of $
| 13 |
Stock Warrants
The following table represents the warrant activity for the six months ended June 30, 2022. All warrants are accounted for as equity instruments:
| Stock Warrants | ||||||||||||
| Shares | Weighted Average Exercise Price | Weighted Average Grant Date Fair Value | ||||||||||
| Outstanding at December 31, 2021 | $ | $ | ||||||||||
| Granted | $ | $ | ||||||||||
| Cancelled | – | – | ||||||||||
| Expired | – | – | ||||||||||
| Exercised | – | – | ||||||||||
| Outstanding at June 30, 2022 | $ | $ | ||||||||||
| Exercisable at June 30, 2022 | $ | $ | ||||||||||
Outstanding warrants at June 30, 2022 had an aggregate intrinsic value of $.
Series A Preferred Stock
During the year ended December 31, 2018 the Company sold 1 share of Series A Preferred Stock in exchange for $232,500. Each share of Series A Preferred Stock has the voting rights of 350,000,000 shares. The Series A Preferred stock has no liquidation preference, and is not entitled to any dividends paid to common stockholders.
NOTE 6 - LEASES
The Company has operating leases for its administrative offices. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the Company will exercise those options. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability. The Company’s lease agreements do not contain any material restrictive covenants.
At adoption of ASC 842, the Company recognized
right of use assets and liabilities for operating leases of $
During the year ended December 31, 2019, the Company
entered into a real estate lease for office and warehouse space in Colorado. The lease has monthly payments ranging from approximately
$19,500 to $23,700 over the lease term of 54 months. The Company has an option to acquire the leased premises at the conclusion of the
lease for a purchase price of $3,500,000. Under ASC 842, this lease was determined to be an operating lease, and a right of use asset
and lease liability of $
| 14 |
During the year ended December 31, 2020, the Company
agreed to settle an existing lease in exchange for a note payable of $15,214, which bears interest at 10% or 22% in the event of default.
As of the date of this report, the Company is in default of this note. The Company recognized a loss on settlement of $
The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheet at June 30, 2022 and December 31, 2021:
| Lease Position | June 30, 2022 | December 31, 2021 | ||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Right of use liability operating lease short term | ||||||||
| Right of use liability operating lease long term | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
The Company recognized operating lease cost of
$
The following table provides the maturities of lease liabilities at June 30, 2022:
| Maturity of Lease Liabilities at June 30, 2022 | Operating Leases | |||
| 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 and thereafter | ||||
| Total future undiscounted lease payments | $ | |||
| Less: Interest | ||||
| Present value of lease liabilities | $ | |||
At June 30, 2022, the Company had no additional leases which had not yet commenced.
NOTE 7 - SUBSEQUENT EVENTS
The Company evaluates subsequent events that have occurred after the balance sheet date of June 30, 2022 and up through August 15, 2022, which is the date that these financial statements are available to be issued. There are two types of subsequent events: (i) recognized, or those that provide additional evidence with respect to conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, and (ii) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date.
On July 29, 2022, a lender converted $46,688 of accrued interest and fees into 25,000,000 shares of common stock.
| 15 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
The Company
Golden Developing Solutions, Inc. (the “Company,” “we,” “our,” or “us”) was originally incorporated on December 17, 1998 in the State of Nevada under the name American Associates Group. In 2007 the name was changed to Clean Hydrogen Producers, Ltd before being changed in April of 2017 to Golden Developing Solutions, Inc. The Company has structured itself in 2017 as a cannabis holding company and intends to make additional acquisitions in the industry in the near future.
On September 26, 2018, the Company incorporated Tasos Media LLC as a wholly owned subsidiary.
On March 9, 2019, the Company incorporated CBD Infusionz, LLC as a wholly owned subsidiary.
On October 4, 2019 the Company entered into a Termination Agreement (the “Termination Agreement”) with Infusionz, LLC, a Colorado limited liability company (“Infusionz”) on October 4, 2019 (the “Closing Date”), whereby the Company and Infusionz elected to terminate the March 8, 2019 Asset Purchase Agreement (the “Asset Purchase Agreement”). The Asset Purchase Agreement resulted in the Company’s acquisition of Infusionz’s assets. Infusionz and the Company agreed to unwind the Company’s acquisition of Infusionz’s assets pursuant to the terms of the Asset Purchase Agreement.
The Termination Agreement provides that Infusionz and all associated members will return the stock consideration granted to them pursuant to the Asset Purchase Agreement. The fair value of the stock consideration to be returned to the Company is approximately $2,600,000. The Termination Agreement provides that Infusionz will release the Company from the promissory note issued as payment for the assets pursuant to the Asset Purchase Agreement (the “Original Note”) and any and all obligations therein. The Termination Agreement provides that the Company will issue two unsecured promissory notes to Infusionz each in the principal amount of $25,000 with neither of these notes being convertible (the “Notes”). The Termination Agreement further provides that the Company will assign, and Infusionz will assume, certain assets and contracts as defined therein.
The Notes became effective as of the Closing Date, and both Notes were due and payable on December 31, 2020 and remain outstanding as of August 15, 2022 in the amount of $50,000.
On December 1, 2021, the Company incorporated Renown Pharmaceuticals LLC as a wholly owned subsidiary in the state Florida. In July 2022, the domicile was move to Delaware.
Operations
Golden Developing Solutions, Inc. (the “Company”) is developing an online retail business for CBD, hemp oil and health/wellness related products. Through our online retail business, we will offer a broad range of price-competitive products, including traditional vitamins, supplements, and CBD based tinctures, vapes, softgels, among other products.
| 16 |
We will sell our products and services through our Internet website (the "Website"). The Company is developing an online store whose merchandise includes hemp related products, CBD (Cannabidiol) related products and additional products focusing on health and lifestyle.
Initially, we intend to carry in excess of 10 products from two suppliers. We intend to place directed advertising throughout the online store. Advertising will originate through internet or direct-advertising sales by the Company. The company may also use social media outlets such as Facebook, Twitter and Instagram in an effort to attract customers with product specific advertisements or posts.
As an online retail store operating with distribution hub, we will be able to rapidly scale our products and services with minimal marginal costs. Each additional brand, category or product that we add to our platform adds negligible server hosting costs. It also allows us to have a virtual presence and exposure to every regulated cannabis market without establishing a costly physical presence in each state. This minimizes the costs of scaling and required capital while, at the same time, offering a direct role in the cannabis industry without ever touching the plant itself.
We are a startup company in the cannabis industry. Our focus is to create online sales and marketing initiatives to build a dominate brand. Our oil and extracts division will focus on online sales of formulated CBD / hemp oil tinctures, softgels, capsules. We have our Website under development and anticipate to be online in the next few months. We are in the process of acquiring trademarks relative to our products. Agreements with raw material suppliers and related products have been obtained. All supply will come domestically with white label agreements when needed. Online Marketing program in place to drive fast paced growth plan in line with industry. Orders will be handled online and shipped via appropriate carriers from our inventory in leased warehouse. Drop shipping may be used during initial launch phases. Customers for CBD/hemp products expect the highest of quality and consistency and pricing is based on those levels. We expect to be price and quality competitive on the higher end of that scale. All product quality is 100% customer satisfaction guaranteed and products not deemed to be of quality can be returned for a refund. Quality and consistency of quality are needed to avoid returned product issues which could result in financial liability. Online payment gateway being established with backup vendor for online payment gateway in place as well.
Results of Operations
Three months ended June 30, 2022 compared to three months ended June 30, 2021
Selling, General and Administrative Expenses
Selling, general and administrative expenses amounted to $50,656 and $324, respectively for the three months ended June 30, 2022 and 2021, an increase of $50,332 due to increased consulting fees in the current period.
Professional fees
Professional fees amounted to $112,489 and $12,159 respectively for the three months ended June 30, 2022 and 2021. The increase of $100,330 was due to increased investor relations along with audit and accounting related expenses to bring the Company’s reporting requirements current.
Interest expense
Interest expense was $83,418 and $41,415 for the three months ended June 30, 2022, and 2021, respectively.
Other Income/Expense
The Company recognized gain of $23,574 for the three months ended June 30, 2022 compared to a gain of $31,011 from the change in fair value of derivative liabilities during the three months ended June 30, 2021.
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Six months ended June 30, 2022 compared to six months ended June 30, 2021
Selling, General and Administrative Expenses
Selling, general and administrative expenses amounted to $96,865 and $5,713, respectively for the six months ended June 30, 2021 and 2020, an increase of $91,152 due to increased consulting fees in the current period as the Company increased its operations to raise additional funds.
Professional fees
Professional fees amounted to $124,510 and $20,459 respectively for the six months ended June 30, 2021 and 2020. The increase of $104,051 was due to increased investor relations along with audit and accounting related expenses bring the Company’s reporting requirements current.
Interest expense
Interest expense was $145,027 and $63,910 for the six months ended June 30, 2021, and 2020, respectively.
Other Income/Expense
The Company recognized a gain of $11,000 from extinguishment of liabilities and a derivative gain of $148,465 during the six months ended June 30, 2022, compared to a gain of $58,617 from extinguishment of liabilities and a derivative loss of $82,259 during the six months ended June 30, 2021.
Liquidity and Capital Resources
The following is a summary of the Company’s cash flows used in operating activities for the six months ended June 30, 2022 and 2021:
Six Months ended June 30, 2022 | Six Months ended June 30, 2021 | |||||||
| Net cash used in operating activities | (116,978 | ) | (48,589 | ) | ||||
| Net cash used in investing activities | – | – | ||||||
| Net cash provided by financing activities | 174,300 | 50,000 | ||||||
Operating Activities
The cash used in operating activities from continuing operations of $116,978 for the six months ended June 30, 2022 was primarily due working capital and general and administrative expenses during the period.
Financing Activities
The cash provided by financing activities from continuing operations of $174,300 during the six months ended June 30, 2022 was from the proceeds of $240,000 from issuance of common shares, and $29,500 proceeds from issuance of a convertible note, offset by payments on convertible notes of $70,000.
We are a public company and as such we have incurred and will continue to incur significant expenses for legal, accounting and related services. As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will increase over the next few years and may be significantly higher if our business volume and transactional activity increases. These obligations will certainly reduce our ability and resources to expand our business plan and activities.
| 18 |
Going Concern
As of June 30, 2022, the Company had $68,057 of cash and had no revenue during the six months ended June 30, 2022 to meets its ongoing operating expenses and liabilities of $809,818 all of which are due within 12 months.
Our auditor has issued a “going concern” qualification as part of its opinion in the Audit Report for the year ending December 31, 2021, and our unaudited financial statements for the quarter ended six months ended June 30, 2022, include a “going concern” note disclosing that our ability to continue as a going concern is contingent on us being able to raise working capital to grow our operations and generate revenue.
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the company’s financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions.
Recently Issued Accounting Pronouncements
The Company does not believe that any other recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
Contractual Obligations
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures: Our management carried out an evaluation of the effectiveness and design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer and Principal Financial Officer has concluded that, at September 30, 2019, such disclosure controls and procedures were not effective due to the existing of the following material weaknesses:
| ● | Lack of segregation of duties. The Company did not effectively segregate certain accounting duties due to the small size of its accounting staff. |
| 19 |
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Controls: Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer and Principal Financial Officer has concluded, based on his evaluation as of the end of the period covered by this Quarterly Report that our disclosure controls and procedures were not sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 20 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is not involved in any disputes and does not have any litigation matters pending. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company, threatened against or affecting our Company or our common stock, in which an adverse decision could have a material adverse effect.
Item 1A. Risk Factors.
Not Applicable
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
The Company is in default of the following debt instruments:
| – | $15,214 note payable from lease settlement bearing interest at 18% | |
| – | $50,000 note payable accruing interest at a default rate of 15% per year and a default rate of 15%, arising from the sale of the Infusionz Business. | |
| – | $75,000 note payable accruing interest at 10% | |
| – | $10,000 convertible note payable accruing interest at a default rate of 22% per year. |
Item 4. Mine Safety Disclosure.
Not applicable.
Item 5. Other Information.
None.
| 21 |
Item 6. Exhibits.
| * | Filed herewith. |
| ** | In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed. |
| 22 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GOLDEN DEVELOPING SOLUTIONS, INC. | ||
| Date: August 15, 2022 | By: | /s/ Stavros Triant |
| Chief Executive Officer | ||
| 23 |
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stavros Triant, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Golden Developing Solutions, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 15, 2022
| /s/ Stavros Triant | |
| Stavros Triant | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stavros Triant, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Golden Developing Solutions, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 15, 2022
| /s/ Stavros Triant | |
| Stavros Triant, Chief Executive Officer | |
| (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Stavros Triant, Chief Executive Officer, of Golden Developing Solutions, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the quarterly report on Form 10-Q of Golden Developing Solutions, Inc. for the period ended June 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Golden Developing Solutions, Inc.
Dated: August 15, 2022
| /s/ Stavros Triant | |
| Stavros Triant | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Golden Developing Solutions, Inc. and will be retained by Golden Developing Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Stavros Triant, Principal Financial Officer and Principal Accounting Officer, of Golden Developing Solutions, Inc., hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) the quarterly report on Form 10-Q of Golden Developing Solutions, Inc. for the period ended June 30, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Golden Developing Solutions, Inc.
Dated: August 15, 2022
| /s/ Stavros Triant | |
| Stavros Triant, Chief Executive Officer | |
| (Principal Financial Officer and Principal Accounting Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Golden Developing Solutions, Inc. and will be retained by Golden Developing Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
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