NOTES TO FINANCIAL STATEMENTS

JULY 31, 2020

(UNAUDITED)

NOTE 1: DESCRIPTION OF BUSINESS

GRN Holding Corporation, (formerly Norman Cay Development, Inc.)a Nevada corporation, (“DGC”GRN,” “the Company,” “We," "Us" or “Our’) is an emerging U.S. based mineral exploration company.

On June 20, 2019, GRN Funds, LLC, a Washington limited liability company, Discovery Gold Ghana Limited, (“DGG”) (collectively “the Company”, “Discovery”, “we” or “us”) ownsand its manager and Chief Executive Officer, Justin Costello, purchased a 95% beneficial interest in an option to acquire the exclusive rights to explore the Edum Banso gold project within the historic and prolific Ashanti Gold Belt located in the countrytotal of Ghana in West Africa.

On July 16, 2019, the Board of Directors met and unanimously approved a resolution recommending an amendment to the Company’s articles of incorporation to change the name of the Company to GRN Holding Corporation, and to file a Corporate Action Notification Form with FINRA to formally change the Company’s name and trading symbol. The Board of Directors thereafter called for and convened a cash paymentspecial meeting of $100,000the stockholders. On July 16, 2019, stockholders beneficially owning a majority of the shares eligible to vote consented to the amendment of the Company’s articles of incorporation to change its name to GRN Holding Corporation and authorized the filing of a Corporate Action Notification Form with FINRA to formally change the Company’s name and trading symbol.

On August 19, 2019, the Company filed a formal amendment to its articles of incorporation with the Nevada Secretary of State formally changing its name to GRN Holding Corporation.

On October 17, 2019, the Company entered into an executive employment agreement with Justin Costello to secure his services as President, Secretary, Treasurer and Director of the Company. The term of the agreement is for one year, which automatically renews for one-year terms. Mr. Costello agreed to an annual salary of $1.00.

On November 5, 2019, FINRA notified the Company of its processing and completion of the Corporate Action Notification Form to change the Company’s name to GRN Holding Corporation, and the concurrent issuance of 17.5 million shares of the DGC’s common stock valued at $4.55 million.

On July 31, 2020, the Company announce that it had entered into an agreement with Xtra-Gold Exploration Limited and Xtra-Gold Resources Corp. (collectively “Xtra-Gold Resources”) for the acquisitiona binding letter of an optionintent to acquire Microcap Advisors, LLC. This announcement follows the exclusive rightscompletion of due diligence earlier this year and will help to explore the Edum Banso gold project in Ghana. DGG agreed to pay Xtra-Gold Resources 1 million shares of its common stock valued at $260,000 and $250,000 in cash to acquire the option. $125,000 of the cash consideration was paid on the execution of the agreement and the balance of $125,000, together with costs of $10,000, was payable underdefine the terms of a note payable, six months frommutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the agreement. The final balance of $135,000 was paid in full on January 23, 2012.

As further discussed in Note 10. Subsequent Events below, on August 5, 2020, the Edum Banso gold project in Ghana owned by DGG.

As further discussed in Note 10. Subsequent Events below, on August 19, 2020, the Company announced that it had entered into a totalbinding letter of 35% of DGG’s optionintent to acquire Pacific Merchant Processing, Inc.   This announcement follows the exclusive rightscompletion of due diligence earlier this year and will help to explore the Edum Banso gold project for consideration of not less than $3.75 million, consisting of $1.25 million in cash and not less than $2.5 million in shares of NSRS common stock.

On August 22, 2020 the Edum Banso gold project forCompany’s Board of Directors approved an amendment to the issuanceCompany’s Articles of 10Incorporation designating a class of preferred stock from the Company’s ten million authorized preferred shares. The class was entitled “Series A Preferred Stock” with 100 shares designated. The corporate action is pending filing with the Nevada Secretary of NSRSState.

On August 22, 2020, the Company’s Board of Directors approved an amendment to the Company’s Articles of Incorporation increasing the Company’s authorized shares to 760,000,000 common shares, 750,000,000 being common stock provided such stockand 10,000,000 being preferred stock. The corporate action is pending filing with the Nevada Secretary of State.

On August 22, 2020, by majority written consent of the shareholders eligible to have a market valuevote, the shareholders approved an amendment to the Company’s Articles of not less than $2.5 million on October 1, 2012. InIncorporation increasing the event that these 10 millionCompany’s authorized shares of NSRSto 760,000,000 common shares, 750,000,000 being common stock were to be worth less than $2.5 million on October 1, 2012, weand 10,000,000 being preferred stock.

As further discussed in Note 10. Subsequent Events below, On August 28, 2020, the Company announced that it had the option to return these shares to NSRS and require NSRS to return this 25% ownership in DGG’s optionentered into a binding letter of intent to acquire SMLY, Inc., doing business as 7 Point Financial and 9 Square Consulting   This announcement follows the exclusive rightscompletion of due diligence earlier this year and will help to exploredefine the Edum Banso gold projectterms of a mutual definitive agreement to us.

NOTE 2. GOING CONCERN

Our financial statements are considered an exploration stage company under the criteria set forth by the Securities and Exchange Commission (“SEC”) since we have not yet demonstrated the existence of proven or probable reserves, as defined by the SEC. As a result, and in accordance withprepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income. For the three months ended July 31, 2020, we reported a net loss of $76,742, and had an accumulated deficit of $9,159,788 as of July 31, 2020. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives. The COVID-19 pandemic could have an impact on our ability to obtain financing to fund operations. The Company is unable to predict the ultimate impact at this time. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

 NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America (“U.S.US GAAP”) for exploration stage companies, all expenditures for exploration and evaluation of our property are expensed as incurred and, unless mineralized material is classified as proven or probable reserves, substantially all expenditures for mine and mill construction will be expensed as incurred. Certain expenditures, such as for rolling stock or other general-purpose equipment, may be capitalized, subjecthave been consistently applied. The Company has elected an April 30 year-end. The Company has not earned any revenue to evaluation of the possible impairment of the asset. We will not exit the exploration stage unless and until we demonstrate the existence of proven or probable reserves that meet the SEC guidelines.

The definition of proven and probable reserves is set forth in SEC Industry Guide 7. Proven reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; (b) grade and/or quality are computed from the results of detailed sampling; and (c) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. Probable reserves are reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation. In addition, reserves cannot be considered proven and probable until they are supported by a feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are economically and legally extractable at the time of the reserve determination.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

Cash and Cash Equivalents

We base our estimates and assumptions on current facts, historical experience and various other factorsmaintain cash balances in a non-interest-bearing account that we believecurrently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be reasonable under the circumstances, the resultscash equivalents. As of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Our actual results may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Level 3 – Significant inputs to pricing that are unobservable as of the recorded valuesreporting date.  The types of allassets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.

Our financial instruments consist of prepaid expenses, accounts payable and accruals, note payable and loan – related party. The carrying amount of our other financial instruments approximateprepaid expenses, accounts payable and accruals, note payable and loan – related party approximates their current fair values because of their nature and respective maturity dates or durations.

The provision for income taxes underis computed using the asset and liability method, under which requires recognition of deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differencetemporary differences between the financial statementsreporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the yearyears in which the differencesthose tax assets are expected to reverse.

Revenue Recognition

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. Once we establish revenue-generating activities, likely through acquisition of an operating company, we intend to apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:

Step 1: Identify the contract(s) with customers

Step 2: Identify the performance obligations in the contract(s)

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a development or exploration stage since our Inception (April 28, 2010) andperformance obligation

At this time, we have not yet realized any revenues from our operations. We are primarily engaged inidentified specific planned revenue streams.

During the acquisitionthree-month periods ended July 31, 2020 and exploration of mining properties. Once revenue has been generated from the exploitation of mining properties,2019, we will recognize revenue when an arrangement exists, the product has been delivered, the sales price is fixed or determinable, and collectability is reasonably assured.

Advertising Costs

We expense advertising costs when advertisements occur.  No advertising costs were incurred during the three-month periods ended July 31, 2020 or gain2019.

Stock-Based Compensation

The cost of equity instruments issued to non-employees in respect of Earn-In Agreement, underreturn for goods and services is measured by the terms of which potentially a total of 35% ownership in our option to acquire the exclusive rights to explore the Edum Banso gold project was to be transferred to NSRS for potential consideration of not less than $3.75 million, consisting of $1.25 million in cash and not less than $2.5 million in shares of NSRS common stock.