The accompanying notes are an integral part of these unaudited financial statements

GRN HOLDING CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)

GRN HOLDING CORPORATION

BALANCE SHEETS (UNAUDITED)

The accompanying notes are an integral part of these unaudited financial statements

GRN HOLDING CORPORATION
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
(UNAUDITED)

The accompanying notes are an integral part of these unaudited financial statements

GRN HOLDING CORPORATION
STATEMENTS OF CASH FLOWS
(UNAUDITED)CHANGES IN SHAREHOLDERS' DEFICIT

FOR THE THREE MONTHS ENDED JULY 31, 2020 AND 2019

(UNAUDITED)

The accompanying notes are an integral part of these unaudited financial statements

The accompanying notes are an integral part of these unaudited financial statements

GRN HOLDINGHOLDINGS CORPORATION

NOTES TO FINANCIAL STATEMENTS

JANUARYJULY 31, 2020

(UNAUDITED)

NOTE 1: DESCRIPTION OF BUSINESS

GRN Holding Corporation, (formerly Discovery Gold Corporation), a Nevada corporation, (“GRN,” “the Company,” “We," "Us" or “Our’) is a publicly-quoted shell company seeking to create value for its shareholders by seeking outpursuing acquisitions, mergers and business combinations.

On June 20, 2019, GRN Funds, LLC, a Washington limited liability company, and its manager and Chief Executive Officer, Justin Costello, purchased a total of 139 million shares of the Company’s common stock representing 55.65% of its issued and outstanding shares, in a private transaction with Stephen Flechner and David Cutler. As a result of the closing of the transaction on June 25, 2019, GRN Funds, LLC and Mr. Costello acquired a majority of the issued shares eligible to vote. As a condition to the closing of the transaction, the Company’s Directors Mr. Stephen Flechner and Mr. Ralph Shearing resigned, and Mr. Flechner resigned as Chief Executive Officer and President, and Mr. Justin Costello was concurrently named Director of the Company, President and Chief Executive Officer. As a term and condition of the transaction, Messrs. Flechner and Cutler agreed to satisfy Company outstanding liabilities totaling $111,579 and forgive outstanding liabilities of $86,147.

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 special meeting of the 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 the new trading symbolsymbol: “GRNF” that is currently listed on the OTC Markets.

On July 31, 2020, the Company announce that it had entered into a binding letter of intent to acquire Microcap Advisors, LLC. This announcement follows the completion of due diligence earlier this year and will help to define the terms of a mutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the material definitive agreement are not complete. Microcap Advisors, LLC is a Nevada limited liability company. Justin Costello is a managing member. Therefore, the transaction, once completed, will be deemed a related party transaction. The Company expects to acquire all assets and interests of Microcap Advisors, LLC in the transaction. After the final material definitive agreement is completed and executed, the Company will file Form 8-K and provide the required financial statements of Microcap Advisors, LLC pursuant to Regulation SX.

As further discussed in Note 10. Subsequent Events below, on August 5, 2020, the Company announced that it had entered into a binding letter of intent to acquire Sunshine Hemp, Inc. This announcement follows the completion of due diligence earlier this year and will help to define the terms of a mutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the material definitive agreement are not complete. Sunshine Hemp, Inc. is a Florida corporation. Justin Costello is vice-president of Sunshine Hemp, Inc. Therefore, the transaction, once completed, will be deemed a related party transaction. The Company expects to acquire all assets and interests of Sunshine Hemp, Inc. in the transaction. After the final material definitive agreement is completed and executed, the Company will file Form 8-K and provide the required financial statements of Sunshine Hemp, Inc. pursuant to Regulation SX.

As further discussed in Note 10. Subsequent Events below, on August 19, 2020, the Company announced that it had entered into a binding letter of intent to acquire Pacific Merchant Processing, Inc.   This announcement follows the completion of due diligence earlier this year and will help to define the terms of a mutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the material definitive agreement are not complete. Pacific Merchant Processing, Inc. is a Washington corporation. Justin Costello is governor of Pacific Merchant Processing, Inc. Therefore, the transaction, once completed, will be deemed a related party transaction. The Company expects to acquire all assets and interests of Pacific Merchant Processing, Inc. in the transaction. After the final material definitive agreement is completed and executed, the Company will file Form 8-K and provide the required financial statements of Pacific Merchant Processing, Inc. pursuant to Regulation SX.

On August 22, 2020 the Company’s Board of Directors approved an amendment to the Company’s Articles of Incorporation 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 State.

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 and 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 vote, the shareholders 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 and 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 entered into a binding letter of intent to acquire SMLY, Inc., doing business as 7 Point Financial and 9 Square Consulting   This announcement follows the completion of due diligence earlier this year and will help to define the terms of a mutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the material definitive agreement are not complete. SMLY., Inc. is a California corporation. 7 Point Financial provides financial products and services for cannabis related business; 9 Square Consulting is a processing and point-of-sale equipment and software company. The Company expects to acquire all assets and interests of SMLY, Inc. in the transaction. After the final material definitive agreement is completed and executed, the Company will file Form 8-K and provide the required financial statements of SMLY, Inc. pursuant to Regulation SX.

NOTE 2. GOING CONCERN

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplatescontemplate the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income. For the ninethree months ended JanuaryJuly 31, 2020, we reported a net loss of $268,097,$76,742, and had an accumulated deficit of $8,915,193$9,159,788 as of JanuaryJuly 31, 2020. These conditions raise substantial doubt about our ability to continue as a going concern. 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. 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 (“US GAAP”) and have been consistently applied. The Company has elected an April 30 year-end. The Company has not earned any revenue to date.

Interim Financial Statements

The accompanying unaudited interim condensed financial statements have been prepared in accordance with US GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at JanuaryJuly 31, 2020 and for the related periods presented. The results for the three and nine months ended JanuaryJuly 31, 2020 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended April 30, 20192020 included in the Form 10K, filed with the Securities and Exchange Commission on August 14, 2019.13, 2020.

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 maintain cash balances in a non-interest-bearing account that currently 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 cash equivalents. As of JanuaryJuly 31, 2020 and April 30, 2019,2020, our cash balance was $0.

Fair Value Measurements 

ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements.  Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs.  ASC 820 defines the hierarchy as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.

Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date.  The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

Level 3 – Significant inputs to pricing that are unobservable as of the reporting date.  The types of assets 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 bank overdraft,prepaid expenses, accounts payable accrued expenses - related parties and loansaccruals, note payable and loan – related parties.party. The carrying amount of our bank overdraft,prepaid expenses, accounts payable accrued expenses- related parties and loansaccruals, note payable and loan – related party approximates their fair values because of the short-term maturities of these instruments

Related Party Transactions

A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 5, 6 and 7 below for details of related party transactions in the period presented.

Income Taxes

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting 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 years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

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 performance obligation

At this time, we have not identified specific planned revenue streams.

During the three-month periods ended July 31, 2020 and 2019, we did not recognize any revenue.

Advertising Costs

We expense advertising costs when advertisements occur.  No advertising costs were incurred during the three-month periods ended July 31, 2020 or 2019.

Stock-Based Compensation

The cost of equity instruments issued to non-employees in return for goods and services is measured by the fair value of the equity instruments issued. Measurement date for non-employees is the grant date of the stock-based compensation. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.

Net Loss per Share Calculation

Basic net loss per common share ("EPS") is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

No potentially dilutive debt or equity instruments were issued or outstanding duringthe three- and nine-monththree-month periods ended JanuaryJuly 31, 2020 and 2019.

Recently-Issued Accounting Pronouncements 

We have reviewed all the recently-issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.

NOTE 4. PREPAID EXPENSES

As of July 31, 2020 and April 30, 2020, our balance of prepaid expenses was $1,000 and $58,265, respectively.

Effective February 5, 2020, we entered into financing agreement to purchase a Directors’ and Officers’ insurance policy at a projected annual cost of $75,809, excluding finance costs. We accounted for this transaction by amortizing the anticipated annual cost of the policy on a straight-line basis over the anticipated one-year life of the policy. On consideration, management decided not to maintain the policy in force and the policy was cancelled for non-payment effective May 11, 2020 at which time the balance of the unamortized prepayment was written off. The financing agreement terminated upon the Company’s decision to cancel the policy, and the Company incurred no fees or penalties in connection with the cancellation of the financing agreement. The difference between the carrying value of the loan of $72,090 (Note 6) and the prepaid expense balance of $58,265 resulted in a loss on cancellation of $13,825, which has been included in Other Income (Expense) on the Statements of Operations.

Effective July 1, 2020, we entered into a quarterly subscription to publish investor relations materials for $1,500. We accounted for this transaction by amortizing the cost of the subscription on a straight-line basis over the three-month term of the agreement, resulting in a prepaid publishing amount of $1,000 at July 31, 2020.

NOTE 4.5. ACCOUNTS PAYABLE AND ACCRUALS

As of JanuaryJuly 31, 2020 and April 30, 2019,2020, our balance of accounts payable and accruals was $105,077$228,048 and $129,360, respectively.

Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed$197,802, respectively, and related primarily to satisfy outstanding accounts payable totaling $101,579 by way of capital contributions to the Company. These capital contributions have been recognized in additional paid in capital. Contemporaneously with these payments,creditors who were owed a total of $125,000 agreed to accept payment of $92,619 in full and final of their liabilities. According we recognized a gain of $32,381 on the settlement of these liabilities as other income.

NOTE 5. ACCRUALS - RELATED PARTIES

As of January 31, 2020, and April 30, 2019, our balance of accrual – related parties was $0 and $77,218, respectively.

Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to settle the entire outstanding balance of accruals – related parties by payment of $10,000 by way of capital contributions to the Company and forgiveness of accruals- related parties of $77,218. Both the capital contribution of $10,000 and the forgiveness of accruals-related parties of $77,218 have been recognized in additional paid in capital.legal fees. 

NOTE 6. NOTE PAYABLE

As of July 31, 2020 and April 30, 2020, the balance of the note payable was $0 and $72,090, respectively.

Effective February 5, 2020, we entered into a financing agreement to purchase a Directors’ and Officers’ insurance policy. The policy was set to expire in February 2021. Under the terms of the financing agreement, we were required to make 9 monthly payments of $6,374 commencing March 3, 2020.

As of April 30, 2020, we had made a single payment of $6,374 under the terms of this agreement. Total outstanding balance on the debt at April 30, 2020 was $72,090. During the year ended April 30, 2020, total interest paid on the note was $469. On consideration, management decided not to maintain the policy in force and the policy was cancelled for non-payment effective May 11, 2020 and no further payments have been made under this finance agreement.  The financing agreement terminated upon the Company’s decision to cancel the policy, and the Company incurred no fees or penalties in connection with the cancellation of the financing agreement. The difference between the carrying value of the loan of $72,090 and the related prepaid expense balance of $58,265 (Note 4) resulted in a loss on cancellation of $13,825, which has been included in Other Income (Expense) on the Statements of Operations.

NOTE 6.7. LOANS- RELATED PARTIES

As of JanuaryJuly 31, 2020, and April 30, 2019,2020 our balance of loans – related parties was $113,581$236,205 and $7,697,$174,884, respectively.

Between May 1, 2019 and June 25, 2019, one of our former principal shareholders advanced to us $1,232 to fund our working capital needs

Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to forgive the total balance of loans- related parties of $8,929. The forgiveness of the balance of $8,929 loan -related parties has been recognized in additional paid in capital.

During the three-month period from June 26, 2019 to Januaryended July 31, 2020 our new principal shareholder, GRN Funds, LLC, advanced $113,581$24,884 to us by way of loan to fund our working capital requirements. The

During the three-month period ended July 31, 2020 an entity 100% owned by our President, Secretary, Treasurer and Director, advanced $36,437 to us by way of loan wasto fund our working capital requirements

Both of these loans are unsecured, interest free and due on demand.

NOTE 8. COMMITMENTS & CONTINGENCIES

Legal Proceedings 

As of April 30, 2020, and to date the following are pending material litigations involving claims exceeding $5,000, that individually or in the aggregate  , involves the Company, or any of its directors, officers or affiliates:

1)       Dean Huge vs. Orlando Birgrager, Erik Blum, BBVI Consulting, SA, Weiser Global Capital Markets, Ltd., GRN Holding Corporation. Case No. A-20-814980-C; District Court for Nevada, Clark County. This action seeks damages by plaintiff Huge against BBVI, Blum and Weiser for breach of contract having to do with a private stock sale. The Company is named, but no allegations are made against the Company in the complaint, nor is there any prayer for relief that seeks legal damages or costs against the Company that could reasonably be calculated as a contingent liability at this time. The Company expects this case to be dismissed without any damages against it that would result in a reasonably determinable and reportable contingent liability.

2)       CCSAC, Inc., a California corporation and CANN DISTRIBUTORS, INC., a California corporation vs. PACIFIC BANKING CORP., a Washington corporation, JUSTIN COSTELLO, an individual and GRN FUNDS, LLC, a Washington limited liability company. Case No. 20-cv-02102, filed in the U.S. District Court for the Northern District of California. This case involves claims of plaintiff CCSAC and CANN against Pacific Banking Corp. for breach of contract whereby Pacific Banking Corp. was obligated to (1) make certain tax payments on behalf of plaintiffs; (2) pay certain vendors; and, (3) make timely payroll payments. Plaintiff alleges that: (a) it transferred $2.8 million dollars to Pacific Banking Corp. for these purposes pursuant to contract; (b) Pacific Banking Corp. transferred the funds to GRN Funds, LLC, the majority stockholder of the Company, and its sole manager, Justin Costello, the Company’s sole officer and director; and (c) defendant Pacific Banking Corp. failed to make the necessary payments under contract, provide a reconciliation, or account for the funds. Aside from breach of contract, plaintiffs seek damages for negligence, fraud, declaratory relief/indemnification and an injunction. Damages requested by the plaintiffs include compensatory damages of $2.8 million. Plaintiffs also pray for punitive damages. Counsel for defendants filed motions to dismiss for lack of subject-matter and personal jurisdiction and for lack of adequate process and for sanctions. The court has not issued a case management order setting discovery and related deadlines. Given the early stages of litigation. We are not able to reasonably determine of what amount of reportable contingent liability, if any, may be attributable to GRN Funds, LLC or Mr. Costello as a result of this action. Mr. Costello is our sole director and officer. He is also the manager of GRN Funds, LLC, our majority shareholder, and is an affiliate and owner of Pacific Banking Corp.

We were not subject to any pending material legal proceedings during the three-month periods ended July 31, 2020 and 2019 that are likely to result in a reasonably determinable and reportable contingent liability.

Contractual Obligations 

On October 17, 2019, the Company entered into an executive employment agreement with Justin Costello, its sole director and president, secretary and treasurer, for a term of one year, which automatically renews for consecutive one-year terms, with an annual salary of $1.00.

On October 21, 2019, the Company retained Nancy Norton as legal counsel. The contract is terminable at will. The Company terminated the contract on September 11, 2020.

NOTE 7.9. SHAREHOLDERS’ DEFICIT

Preferred Stock

As of JanuaryJuly 31, 2020 and April 30, 2019,2020, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001.

As of JanuaryJuly 31, 2020 and April 30, 2019,2020, no shares of preferred stock were issued and outstanding.

Common Stock

As of JanuaryJuly 31, 2020 and April 30, 2019,2020, we were authorized to issue 250,000,000 shares of common stock with a par value of $0.001.

On December 9, 2019, we issued 66,666 shares of common stock to an unrelated individualfor services rendered valued at $65,999.

No other shares of common stock were issued during the three-and nine-month periods ended January 31, 2020 and 2019.

As of JanuaryJuly 31, 2020 and April 30, 2019,2020, 249,843,977 and 249,777,311 shares of common stock were issued and outstanding, respectively.outstanding.

Additional Paid in Capital

Effective June 25, 2019, asOn August 22, 2020, our board of directors by resolution and a conditionmajority of the changeour shareholders by written consent approved an amendment to our articles of control in the Company described above,incorporation increasing our former principal shareholders agreedauthorized shares from 260,000,000 to satisfy outstanding accounts payable totaling approximately $101,579760,000,000 shares: 750,000,000 being common shares and accruals- related party of $10,000 by way of capital contributions to the Company. These capital contributions totaling $111,579 have been recognized in additional paid in capital.10,000,000 being preferred shares.

In addition, effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to forgive accruals-related parties of $77,218 and loans-related parties of $8,829. The total forgiveness of $86,147 related party debt has been recognized in additional paid in capital.

NOTE 10. SUBSEQUENT EVENTS

NOTE 8. SUBSEQUENT EVENTS

The Company evaluated subsequent events after JanuaryJuly 31, 2020, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required.required other than as discussed below:

Subsequent to July 31, 2020, our principal shareholder, GRN Funds LLC, has provided a further $6,614 to us by way of loan to fund our operating expenses.

Subsequent to July 31, 2020, our principal shareholder, an entity 100% owned by our President, Secretary, Treasurer and Director, advanced a further $18,218 to us by way of loan to fund our working capital requirements.

On August 5, 2020, the Company announced that it had entered into a binding letter of intent to acquire Sunshine Hemp, Inc. This announcement follows the completion of due diligence earlier this year and will help to define the terms of a mutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the material definitive agreement are not complete. Sunshine Hemp, Inc. is a Florida corporation. Justin Costello is vice-president of Sunshine Hemp, Inc. Therefore, the transaction, once completed, will be deemed a related party transaction. Sunshine Hemp, Inc. has two hemp planting permits from the State of Florida Department of Agriculture in connection with Florida A&M University. The acquisition includes all assets, inventory, licenses, intellectual property and 100% equity in the business. The Company expects to acquire all assets and interests of Sunshine Hemp, Inc. in the transaction. After the final material definitive agreement is completed and executed, the Company will file Form 8-K and provide the required financial statements of Sunshine Hemp, Inc. pursuant to Regulation SX.

On August 19, 2020, the Company announced that it had entered into a binding letter of intent to acquire Pacific Merchant Processing, Inc.    This announcement follows the completion of due diligence earlier this year and will help to define the terms of a mutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the material definitive agreement are not complete. Pacific Merchant Processing, Inc. is a Washington corporation. It provides financial services to the cannabis industry including card processing services to state licensed producers, processors and retail locations. Justin Costello is governor of Pacific Merchant Processing, Inc. Therefore, the transaction, once completed, will be deemed a related party transaction. The Company expects to acquire all assets and interests of Pacific Merchant Processing, Inc. in the transaction. After the final material definitive agreement is completed and executed, the Company will file Form 8-K and provide the required financial statements of Pacific Merchant Processing, Inc. pursuant to Regulation SX.

On August 22, 2020, our board of directors by resolution, and a majority of our shareholders by written consent, approved an amendment to our articles of incorporation increasing our authorized shares from 260,000,000 to 760,000,000 shares: 750,000,000 being common shares and 10,000,000 being preferred shares. The amendment is pending filing with the Nevada Secretary of State.

On August 22, 2020, our board of directors designated a new class of preferred stock named Series A Preferred Stock. The total number of designated shares are 100. The Series A Preferred Stock carries with it a voting preference in any matter presented to the stockholders for their consideration and action, in a noticed meeting, special meeting or by written consent. The holder of the Series “A” Preferred Stock shall be entitled to cast that number of votes equal to the total number of votes cast, plus one share to equal to a majority of the shares eligible to vote on any matter The amendment is pending filing with the Nevada Secretary of State.

On August 28, 2020, the Company announced that it had entered into a binding letter of intent to acquire SMLY, Inc., doing business as 7 Point Financial and 9 Square Consulting    This announcement follows the completion of due diligence earlier this year and will help to define the terms of a mutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the material definitive agreement are not complete. SMLY, Inc. is a California corporation. 7 Point Financial provides financial products and services for cannabis related business; 9 Square Consulting is a processing and point-of-sale equipment and software company. The Company expects to acquire all assets and interests of SMLY, Inc. in the transaction. After the final material definitive agreement is completed and executed, the Company will file Form 8-K and provide the required financial statements of SMLY, Inc. pursuant to Regulation SX.

On September 11, 2020, the Company terminated its at will contract with Nancy Norton for legal services.

Plan of Operation

Our plan of operations is to raise debt and/or equity to meet our ongoing operating expenses. During the period October 2019 through January 2020, we entered into various non-binding letters of intentexpenses and attempt to potentially acquire,Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC, Sunshine Hemp, Inc., and Squad Drone, Inc. The closing of these transactions are subject to our execution of material definitive agreements containing comprehensive terms and conditions, which have not yet occurred. Our goal is to diligently work to close some merge or all of these acquisitions and cease beingseek a shell company andbusiness combination for growth to create value for our shareholders.

There can be no assurance that we will successfully complete the noted acquisitions. In particular, therethis regard, our general plan is no assurance that these acquisitions will close, since no material definitive agreements have been agreed to containing comprehensive terms and conditions. These acquisitions, along with any other mergers or business combinations contemplated and completed by us, can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

At this time, we have no cash on hand or committed resources of debt or equity to fund operating losses, and will be reliant, potentially, on advances from our principal shareholder, director and officer.

We continue to seek investigate and, if such investigation warrants, acquire, merge with,business acquisitions, combinations or engage in business combinations in business opportunities presented to us by persons or firms.opportunities. We willdo not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities.

We may seek a business acquisition, merger or combination with entities which have recently commenced operations, or that desire to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.