GRNF / GRN Holding Corporation - SEC 보고서, 연례 보고, 기업 사업 설명서

Nextel Medical Corp. (formerly Exousia Pro, Inc., and formerly Marijuana, Inc.) Up to 50,000,000 Shares of Common Stock Offered by the Company Up to 15,000,000 Shares of Common Stock Offered by the Selling Shareholders Post-Qualification Offering Cir

Filed Pursuant to Rule 253(g)(2) File No. 024-12629 Nextel Medical Corp. (formerly Exousia Pro, Inc., and formerly Marijuana, Inc.) Up to 50,000,000 Shares of Common Stock Offered by the Company Up to 15,000,000 Shares of Common Stock Offered by the Selling Shareholders Post-Qualification Offering Circular Amendment No. 5 Supplement Dated May 26, 2026 A Post-Qualification Amendment No. 5 to an Off

Nextel Medical Corp. (formerly Exousia Pro, Inc., and formerly Marijuana, Inc.) Up to 50,000,000 Shares of Common Stock Offered by the Company Up to 15,000,000 Shares of Common Stock Offered by the Selling Shareholders

Filed Pursuant to Rule 253(g)(1) File No. 024-12629 OFFERING CIRCULAR Nextel Medical Corp. (formerly Exousia Pro, Inc., and formerly Marijuana, Inc.) Up to 50,000,000 Shares of Common Stock Offered by the Company Up to 15,000,000 Shares of Common Stock Offered by the Selling Shareholders This Post-Qualification Offering Circular Amendment No. 5 amends the Offering Circular of Nextel Medical Corp.,

Exousia Pro, Inc. (formerly Marijuana, Inc.) Up to 15,000,000 Shares of Common Stock Offered by the Company Up to 4,245,569 Shares of Common Stock Offered by the Selling Shareholders Offering Circular Supplement Dated January 15, 2026

Filed Pursuant to Rule 253(g)(2) File No. 024-12629 Exousia Pro, Inc. (formerly Marijuana, Inc.) Up to 15,000,000 Shares of Common Stock Offered by the Company Up to 4,245,569 Shares of Common Stock Offered by the Selling Shareholders Offering Circular Supplement Dated January 15, 2026 A Post-Qualification Amendment No. 1 to an Offering Statement (the “Amendment”) pursuant to Regulation A relating

Exousia Pro, Inc. (formerly Marijuana, Inc.) Up to 15,000,000 Shares of Common Stock Offered by the Company Up to 4,245,569 Shares of Common Stock Offered by the Selling Shareholders

Filed Pursuant to Rule 253(g)(1) File No. 024-12629 OFFERING CIRCULAR Exousia Pro, Inc. (formerly Marijuana, Inc.) Up to 15,000,000 Shares of Common Stock Offered by the Company Up to 4,245,569 Shares of Common Stock Offered by the Selling Shareholders This Post-Qualification Offering Circular Amendment No. 1 amends the Offering Circular of Exousia Pro, Inc., formerly Marijuana, Inc., a Florida co

Offering Circular Supplement No. 1 Dated December 29, 2025

Filed Pursuant to Rule 253(g)(2) File No. 024-12629 Offering Circular Supplement No. 1 Dated December 29, 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission (“SEC”). The Offering Statement was Qualified September 8, 2025. This Offering Circular Supplement No.1 discloses that the Subject Convertible Notes held

Exousia Pro, Inc. (formerly Marijuana, Inc.) Up to 25,000,000 Shares of Common Stock Offered by the Company Up to 1,000,000 Shares of Common Stock Offered by the Selling Shareholder Offering Circular Supplement No. 1 Dated December 4, 2025

Filed Pursuant to Rule 253(g)(2) File No. 024-12629 Exousia Pro, Inc. (formerly Marijuana, Inc.) Up to 25,000,000 Shares of Common Stock Offered by the Company Up to 1,000,000 Shares of Common Stock Offered by the Selling Shareholder Offering Circular Supplement No. 1 Dated December 4, 2025 An Offering Statement on Form 1-A (the “Offering Statement”) pursuant to Regulation A relating to these secu

Exousia Pro, Inc. (formerly Marijuana, Inc.) Up to 25,000,000 Shares of Common Stock Offered by the Company Up to 1,000,000 Shares of Common Stock Offered by the Selling Shareholder

Filed Pursuant to Rule 253(g)(1) File No. 024-12629 OFFERING CIRCULAR Exousia Pro, Inc. (formerly Marijuana, Inc.) Up to 25,000,000 Shares of Common Stock Offered by the Company Up to 1,000,000 Shares of Common Stock Offered by the Selling Shareholder By this Offering Circular, Exousia Pro, Inc., formerly Marijuana, Inc., a Florida corporation, is offering for sale a maximum of 25,000,000 shares o

QUALIF

X0101 QUALIF 33 LIVE 2025-09-08 15:00:00 1-A 0001492448 Exousia Pro, Inc. 024-12629

EXOUSIA PRO, INC. 7901 4th Street N #23494 St. Petersburg, Florida 33702

Correspondence EXOUSIA PRO, INC. 7901 4th Street N #23494 St. Petersburg, Florida 33702 September 4, 2025 VIA EDGAR Uwem Bassey Office of Technology Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Exousia Pro, Inc. (the “Company”) Offering Statement on Form 1-A (the “Offering Statement”) File No. 024-12629 Dear Mr. Bassey: On behalf

As filed with the Securities and Exchange Commission on August 13, 2025 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

File No. 024-12629 As filed with the Securities and Exchange Commission on August 13, 2025 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated August 13, 2025 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in this Preliminary O

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022

Correspondence NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road, Suite 107-762 Flower Mound, Texas 75022 August 13, 2025 Uwem Bassey Office of Technology Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

LETTER

August 4, 2025 Michael Sheikh Chief Executive Officer Exousia Pro, Inc. 7901 4th Street N #23494 St. Petersburg, FL 33702 Re: Exousia Pro, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed July 23, 2025 File No. 024-12629 Dear Michael Sheikh: We have reviewed your amended offering statement and have the following comments. Please respond to this letter by amending your offering statemen

As filed with the Securities and Exchange Commission on July 23, 2025 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

File No. 024-12629 As filed with the Securities and Exchange Commission on July 23, 2025 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated July 23, 2025 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in this Preliminary Offer

LETTER

July 17, 2025 Michael Sheikh Chief Executive Officer Exousia Pro, Inc. 7901 4th Street N #23494 St. Petersburg, FL 33702 Re: Exousia Pro, Inc. Offering Statement on Form 1-A Filed June 18, 2025 File No. 024-12629 Dear Michael Sheikh: We have reviewed your offering statement and have the following comments. Please respond to this letter by amending your offering statement and providing the requeste

ALLIANCE AGREEMENT

Exhibit 6.16 ALLIANCE AGREEMENT This Alliance Agreement (“Agreement”) is entered into between Exousia Pro, Inc., (”EXPR”) (”EXPR”) having an address at 7901 4th St, N, #24650, St. Petersburg, FL 33702, and Progenicyte Japan CO., LTD. (“PRO”), a Japanese corporation having an address at 6 Chome-9-1 Minatojima Nakamachi, Chuo Ward, Kobe, Hyogo 650-0046, Japan (collectively referred to as the "Partie

SECURITIES PURCHASE AGREEMENT

Exhibit 6.14 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the “Agreement”) is dated as of February 21, 2025, by and between Marijuana, Inc., a Florida corporation (the “Company”), and Fusion Star Media, Inc. (“Buyer”). RECITALS WHEREAS, the Company and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the

EXHIBIT 6.13

Exhibit 6.13

NORMAN CAY DEVELOPMENT, INC. ARTICLE I

Exhibit 2.6 BYLAWS OF NORMAN CAY DEVELOPMENT, INC. ARTICLE I OFFICES SECTION 1.1 PRINCIPAL OFFICE. The principal office and place of business of NORMAN CAY DEVELOPMENT, INC., a Nevada corporation (the “Corporation”), shall be located at 4472 Winding Lane, Stevensville, MI 49127. SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at such other places, both within and without the State

EXHIBIT 6.11

Exhibit 6.11

EXHIBIT 2.2

Exhibit 2.2

SUBSCRIPTION AGREEMENT Exousia Pro, Inc. (formerly Marijuana, Inc.) NOTICE TO INVESTORS

Exhibit 4.1 SUBSCRIPTION AGREEMENT Exousia Pro, Inc. (formerly Marijuana, Inc.) NOTICE TO INVESTORS The securities of Exousia Pro, Inc., formerly Marijuana, Inc., a Florida corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time a

EXHIBIT 6.12

Exhibit 6.12

As filed with the Securities and Exchange Commission on June 18, 2025 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

File No. 024- As filed with the Securities and Exchange Commission on June 18, 2025 PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated June 18, 2025 An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in this Preliminary Offering C

SCIENTIFIC ADVISORY BOARD MEMBER CONSULTING AGREEMENT

EXHIBIT 6.20 SCIENTIFIC ADVISORY BOARD MEMBER CONSULTING AGREEMENT This Scientific Advisory Board (the “SAB”) Member Consulting Agreement (the “Agreement”) is made as of June 1, 2025, by and between Exousia Pro, Inc., a Florida corporation (the “Company”), and Anthony Smith, PhD (“Consultant”). Each of the Company and Consultant are a “Party” and, collectively, the “Parties”. RECITALS A. The Compa

RECITALS

Exhibit 6.4 SCIENTIFIC ADVISORY BOARD MEMBER CONSULTING AGREEMENT This Scientific Advisory Board (the “SAB”) Member Consulting Agreement (the “Agreement”) is made as of June 1, 2025, by and between Exousia Pro, Inc., a Florida corporation (the “Company”), and Robert B. Beelman (“Consultant”). Each of the Company and Consultant are a “Party” and, collectively, the “Parties”. RECITALS A. The Company

LEGAL SERVICES AGREEMENT

Exhibit 6.8 LEGAL SERVICES AGREEMENT This Legal Services Agreement (the “Agreement”) dated as of, and to be effective as of, June 10, 2025 (the “Effective Date”), is by and between Newlan Law Firm, PLLC, by and through its Managing Member, Eric Newlan (“Attorney”), and Exousia Pro, Inc., formerly Marijuana, Inc., a Florida corporation (“MAJI”). RECITALS WHEREAS, MAJI desires for Attorney to contin

EXHIBIT 2.4

Exhibit 2.4

RECITALS

Exhibit 6.5 SCIENTIFIC ADVISORY BOARD MEMBER CONSULTING AGREEMENT This Scientific Advisory Board (the “SAB”) Member Consulting Agreement (the “Agreement”) is made as of June 1, 2025, by and between Exousia Pro, Inc., a Florida corporation (the “Company”), and Marvin S. Hausman, MD (“Consultant”). Each of the Company and Consultant are a “Party” and, collectively, the “Parties”. RECITALS A. The Com

MARIJUANA, INC. 8% PROMISSORY NOTE

Exhibit 6.7 THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN OPINION OF COUNSEL, REASON

RECITALS

Exhibit 6.18 SCIENTIFIC ADVISORY BOARD MEMBER CONSULTING AGREEMENT This Scientific Advisory Board (the “SAB”) Member Consulting Agreement (the “Agreement”) is made as of June 1, 2025, by and between Exousia Pro, Inc., a Florida corporation (the “Company”), and Kyle H. Ambert, PhD (“Consultant”). Each of the Company and Consultant are a “Party” and, collectively, the “Parties”. RECITALS A. The Comp

The Issue Price of this Note Is $65,000.00 the Original Issue Discount Is $15,000

Exhibit 6.15 THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN OPINION OF COUNSEL, REASO

EXHIBIT 2.5

Exhibit 2.5

EXHIBIT 2.1

Exhibit 2.1

AMENDMENT NO. 1 STOCK PURCHASE AGREEMENT

Exhibit 6.1 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This constitutes Amendment No. 1 (the “Amendment”) to that certain Stock Purchase Agreement (the “Agreement”) dated December 30, 2024, by and between Ludwig Enterprises, Inc., a Florida corporation (“Seller”), and Marijuana, Inc., a Florida corporation (“Buyer”). Capitalized terms herein shall have the same meanings as set forth in the Agreem

SECURED PROMISSORY NOTE

Exhibit 6.2 NEITHER THE ISSUANCE NOR THE SALE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINIO

RECITALS

Exhibit 6.17 SCIENTIFIC ADVISORY BOARD MEMBER CONSULTING AGREEMENT This Scientific Advisory Board (the “SAB”) Member Consulting Agreement (the “Agreement”) is made as of June 1, 2025, by and between Exousia Pro, Inc., a Florida corporation (the “Company”), and Zachary T. Bitzer, PhD (“Consultant”). Each of the Company and Consultant are a “Party” and, collectively, the “Parties”. RECITALS A. The C

EXOUSIA PRO, INC. (formerly Marijuana, Inc.) 8% PROMISSORY NOTE

Exhibit 6.9 THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN OPINION OF COUNSEL, REASON

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 June 17, 2025

Exhibit 12.1 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 June 17, 2025 Exousia Pro, Inc. (formerly Marijuana, Inc.) 7901 4th Street N #23494 St. Petersburg, Florida 33702 Re:     Offering Statement on Form 1-A Gentlemen: We have been requested by Exousia Pro, Inc., formerly Marijuana, Inc., a Florida corporation (the “Company”), to furnish yo

PLEDGE AGREEMENT

Exhibit 6.3 PLEDGE AGREEMENT This Pledge Agreement (the “Agreement”) is made and entered as of December 31, 2024, by and between Marijuana, Inc., a Florida corporation (“Debtor”), Ludwig Enterprises, Inc., a Nevada corporation (“Lender”), and the undersigned holder of the pledged shares (“Pledge Holder”). RECITALS WHEREAS, effective December 31, 2024, Debtor consummated a Stock Purchase Agreement

LEGAL SERVICES AGREEMENT

Exhibit 6.6 LEGAL SERVICES AGREEMENT This Legal Services Agreement (the “Agreement”) dated as of, and to be effective as of, November 18, 2024 (the “Effective Date”), is by and between Newlan Law Firm, PLLC, by and through its Managing Member, Eric Newlan (“Attorney”), and Marijuana, Inc., a Florida corporation (“MAJI”). RECITALS WHEREAS, currently, MAJI desires for Attorney to serve as its genera

Hausman Exousia Pro Consulting Agreement

Exhibit 6.19 Hausman Exousia Pro Consulting Agreement This Agreement is made as of May 5, 2025, between Exousia Pro, Inc. (Exousia) (the “Company”) and Marvin S. Hausman MD (Hausman, the “Consultant”), an Independent Contractor at Thorsyn Research LLC, Sheridan, Wyoming (Thorsyn). The Company is a biotechnology company that is a leader in the development of exosomes which are next-generation thera

EXOUSIA PRO, INC. (formerly Marijuana, Inc.) 8% PROMISSORY NOTE

Exhibit 6.10 THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR UNLESS AN OPINION OF COUNSEL, REASO

EXHIBIT 2.3

Exhibit 2.3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2020 ☐ TRANSACTION REPORT

10-Q 1 grnf10q-103120.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2020 OR ☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2021 ☐ TRANSACTION REPORT

10-Q 1 grnf10q-013121.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2021 OR ☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-54709 GRN HOLDING CORPORATION (Exact name of registrant as specified in

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2020 GRN HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File Number 000-5470

Consent Pinnacle

Exhibit 16.1 Office of the Chief Accountant Securities and Exchange Commission 460 Fifth Street N.W. Washington, DC 20549 Re: GRN Holding Corp. Commission File Number: 000-54709 Dear Sirs: We have received a copy of, and are in agreement with, the statements being made by GRN Holding Corp. in Item 4.01 of its Form 8-K dated on or about December 9, 2020, captioned “Changes in Registrant’s Certifyin

Material Modification to Rights of Security Holders, Financial Statements and Exhibits - FORM 8-K/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2020 GRN HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File Number 000-547

Certificate of Amendment

Exhibit 3(i) Article 5 Capital Stock 5.1 Authorized Capital Stock. The aggregate number of shares which this Corporation shall have authority to issue is seven hundred sixty million (760,000,000) shares, consisting of (a) seven hundred fifty million (750,000,000) shares of Common Stock, par value $0.001 per share (the "Common Stock") and (b) ten million (10,000,000) shares of preferred stock, par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2020 ☐ TRANSACTION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2020 OR ☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54709 GRN HOLDING CORPORATION (Exact name of registrant as specified in its charter) Nevada 27-2616571 (State or Other Jurisdiction of Incorporation or Organization) (I.

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-CEN [] Form N-CSR For Period Ended: July 31, 2020 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q For the Trans

Board Resolution, Designation

Exhibit 4.3 SPECIAL MEETING OF THE BOARD OF DIRECTORS GRN HOLDING CORPORATION RESOLUTIONS OF THE BOARD OF DIRECTORS OF GRN HOLDING CORPORATION A Nevada Corporation The undersigned, being all of the Directors of GRN Holding Corporation., a Nevada Corporation (the “Corporation”), hereby adopt the following recitals and resolutions by their written consent thereto, effective as of August 22, 2020, he

Board Resolution, Increasing Authorized

Exhibit 4.1 SPECIAL MEETING OF THE BOARD OF DIRECTORS GRN HOLDING CORPORATION RESOLUTIONS OF THE BOARD OF DIRECTORS OF GRN HOLDING CORPORATION A Nevada Corporation The undersigned, being all of the Directors of GRN Holding Corporation., a Nevada Corporation (the “Corporation”), hereby adopt the following recitals and resolutions by their written consent thereto, effective as of August 22, 2020, he

Shareholder Consent, Increasing Authorized

Exhibit 4.2 ACTION BY WRITTEN CONSENT BY A MAJORITY OF THE SHAREHOLDERS OF GRN HOLDING CORPORATION A Nevada Corporation The undersigned, constituting 55.63% and a majority of the shareholders eligible to vote of GRN Holding Corporation, a Nevada Corporation (the “Corporation”), hereby adopt the following recitals and resolutions by their written consent thereto, effective as of August 22, 2020, he

Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 grn8k.htm FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2020 GRN HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation or organization) Commiss

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2020 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54709 GRN HOLDING CORPORAT

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-CEN [] Form N-CSR For Period Ended: April, 30, 2020 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q For the Tra

GRNF / GRN Holding Corporation 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2020 OR ☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54709 GRN HOLDING CORPORATION (Exact name of registrant as specified in its charter) Nevada 27-2616571 (State or Other Jurisdiction of Incorporation or Organization) (I.

GRNF / GRN Holding Corporation 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2019 OR ☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54709 GRN HOLDING CORPORATION (Exact name of registrant as specified in its charter) Nevada 27-2616571 (State or Other Jurisdiction of Incorporation or Organization) (I.

DCGD / Discovery Gold Corp NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-CEN [] Form N-CSR For Period Ended: October 31, 2019 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q For the Tr

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2019 GRN HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File Number 000-5470

Executive Employment Agreement

EX-20.1 2 ex20x1.htm EXHIBIT 20.1 Exhibit 20.1 EMPLOYMENT AGREEMENT THIS AGREEMENT (“Agreement”) is made, effective and entered into as of October 17, 2019 (the "Effective Date") among GRN HOLDING CORPORATION, formerly known as Discovery Gold, Inc., a Nevada corporation (the "Company") and Justin Costello ("Employee"). Explanatory Statement A. By virtue of that certain stock purchase agreement bet

Other Events, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2019 GRN HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File Number 000-5470

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Changes in Control of Registrant, Other Events, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2019 DISCOVERY GOLD CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada Commission File Number 27-2616571 (State or other jurisdiction of incorporation or organizat

DCGD / Discovery Gold Corp 10-Q - Quarterly Report - QUARTERLY REPORT

Quarterly Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2019 OR ☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54709 GRN HOLDING CORPORATION (Exact name of registrant as specified in its charter) Nevada 27-2616571 (State or Other Jurisdiction of Incorporation or Organization) (I.

DCGD / Discovery Gold Corp NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-CEN [] Form N-CSR For Period Ended: July 31, 2019 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q For the Trans

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2019 GRN HOLDING CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File Number 000-54709

Certificate of Amendment

Exhibit 3.1

DCGD / Discovery Gold Corp 10-K - Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2019 [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54709 DISCOVERY GOLD CO

DCGD / Discovery Gold Corp NT 10-K - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-CEN [] Form N-CSR For Period Ended: April, 30, 2019 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q For the Tra

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 16, 2019 DISCOVERY GOLD CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada (State or other jurisdiction of incorporation or organization) Commission File Number 000-5470

Board of Directors resolution

EX-20.1 3 ex20x1.htm UNANIMOUS WRITTEN CONSENT Exhibit 20.1 UNANIMOUS WRITTEN CONSENT IN LIEU OF FORMAL ACTION BY THE BOARD OF DIRECTORS OF DISCOVERY GOLD CORPORATION The undersigned, constituting all of Board of Directors of Discovery Gold Corporation, a Nevada corporation (“DCGD”), do hereby unanimously consent to the adoption of the following resolutions to the same extent and with the same for

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2019 DISCOVERY GOLD CORPORATION (Exact Name of Registrant as Specified in its Charter) Nevada Commission File Number 27-2616571 (State or other jurisdiction of incorporation or organizatio

Stock Purchase Agreement

Exhibit 10.1 STOCK PURCHASE AGREEMENT by and among STEPHEN FLECHNER and DAVID CUTLER and GRN FUNDS, LLC, a Washington Limited Liability Company dated as of June 20, 2019 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), dated as of June 20, 2019, is entered into by and among Stephen Flechner (“SF”) and David Cutler (“DC”) (jointly the ”Sellers”) and GRN Funds, LLC, a Washi

Shearing letter of resignation

EX-17.1 4 ex17x1.htm EXHIBIT 17.1 Exhibit 17.1 RESIGNATION: SUBMITTED TO DISCOVERY GOLD CORPORATION THIS IS TO CONFIRM THAT I RESIGN AS A DIRECTOR OF DISCOVERY GOLD CORPORATION UPON COMPLETION OF CLOSING (NOT LATER THAN JUNE 28, 2019) OF THE SALE BY DAVID CUTLER AND STEVE FLECHNER OF THEIR AGGREGATE CONTROL BLOCK OF DCGD SHARES OF COMMON STOCK TO GRN FUNDS, LLC. SINCERELY, /s/ RALPH SHEARING

Flechner letter of resignation

EX-17.2 5 ex17x2.htm EXHIBIT 17.2 Exhibit 17.2 This is to confirm my resignation as officer and director of Discovery Gold Corporation, effective as of the closing of the Agreement selling my 69,500,000 shares of the company to GRN Funds, LLC. Sincerely, Stephen E. Flechner

DCGD / Discovery Gold Corp FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2019 OR ☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54709 DISCOVERY GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 27-2616571 (State or Other Jurisdiction of Incorporation or Organization) (I.

DCGD / Discovery Gold Corp 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2018 OR ☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-54709 DISCOVERY GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 27-2616571 (State or Other Jurisdiction of Incorporation or Organization) (I.

LETTER

September 12, 2018 Steve Flechner President Discovery Gold Corp P.O. Box 181062 Denver, CO 80218 Re: Discovery Gold Corp Registration Statement on Form 10-12G Filed on July 30, 2018 File No. 000-54709 Dear Mr. Flechner: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding a

DCGD / Discovery Gold Corp TEXT-EXTRACT

September 12, 2018 Steve Flechner President Discovery Gold Corp P.O. Box 181062 Denver, CO 80218 Re: Discovery Gold Corp Registration Statement on Form 10-12G Filed on July 30, 2018 File No. 000-54709 Dear Mr. Flechner: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding a

Fee Settlement Agreement

Exhibit 10.1 FEE SETTLEMENT SALE AGREEMENT WHEREAS, as of April 25, 2018, Discovery Gold Corporation, a Nevada corporation (the “Company”) owed unpaid fees and expenses (“Outstanding Fees”) to Darrin Ocasio / Sichenzia Ross Ference Kesner LLP (“Consultant”); and WHEREAS, David Cutler and Stephen Flechner (“the Control Shareholders”) will own approximately 56% of the shares of common stock of the C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10/A Amendment No. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 DISCOVERY GOLD CORPORATION. (Exact N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10/A Amendment No.

DISCOVERY GOLD CORPORATION PO BOX 181062 DENVER, COLORADO, 80218

Correspondence DISCOVERY GOLD CORPORATION PO BOX 181062 DENVER, COLORADO, 80218 United States Securities and Exchange Commission Division of Corporation Finance Attn: Mr.

LETTER

August 23, 2018 Steve Flechner President Discovery Gold Corp P.O. Box 181062 Denver, CO 80218 Re: Discovery Gold Corp Registration Statement on Form 10-12G Filed on July 30, 2018 File No. 000-54709 Dear Mr. Flechner: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Pleas

DCGD / Discovery Gold Corp TEXT-EXTRACT

August 23, 2018 Steve Flechner President Discovery Gold Corp P.O. Box 181062 Denver, CO 80218 Re: Discovery Gold Corp Registration Statement on Form 10-12G Filed on July 30, 2018 File No. 000-54709 Dear Mr. Flechner: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Pleas

DCGD / Discovery Gold Corp FORM 10-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 DISCOVERY GOLD CORPORATION.

Bylaws as filed and incorporated by reference to the Company's Form 10-12G filed on July 30, 2018

Exhibit 3.2 BYLAWS OF NORMAN CAY DEVELOPMENT, INC. ARTICLE I OFFICES SECTION 1.1 PRINCIPAL OFFICE. The principal office and place of business of NORMAN CAY DEVELOPMENT, INC., a Nevada corporation (the “Corporation”), shall be located at 4472 Winding Lane, Stevensville, MI 49127. SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at such other places, both within and without the State

Articles of Incorporation

Exhibit 3.1 ARTICLES OF INCORPORATION OF Norman Cay Development, Inc. a Nevada Corporation ARTICLE 1. Company Name 1.1 The name of this corporation is Norman Cay Development, Inc. ARTICLE 2. Duration 2.1 The corporation shall continue in existence perpetually unless sooner dissolved according to law. ARTICLE 3. Purpose 3.1 The purpose for which the corporation is organized is to engage in any lawf

Discovery Gold FORM 15

15-12G 1 form15.htm FORM 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-54709 DISCOVERY GOLD CORPORATION (Exact name

Termination of a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2015 DISCOVERY GOLD CORPORATION (Exact name of Company as specified in its charter) Nevada 000-54709 27-2616571 (State or other jurisdiction (Commission File Number) (IRS

AMENDMENT NO.1 TO SHARE EXCHANGE AGREEMENT

EX-10.2 3 ex10x2.htm EXHIBIT 10.2 Exhibit 10.2 AMENDMENT NO.1 TO SHARE EXCHANGE AGREEMENT This Agreement (the “Amendment Agreement”) is the first amendment to the Share Exchange Agreement dated the January 13, 2015 (“Exchange Agreement”), by and among Discovery Gold Corporation, a Nevada corporation (the “Parent”), SMM Manufacturing, Inc., a California corporation (the “Company”), and the Sharehol

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2015 DISCOVERY GOLD CORPORATION (Exact name of Company as specified in its charter) Nevada 000-54709 27-2616571 (State or other jurisdiction (Commission File Number) (IRS

SHARE EXCHANGE AGREEMENT

Exhibit 10.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of January 13, 2015, is by and among Discovery Gold Corporation, a Nevada corporation (the “Parent”), SMM Manufacturing, Inc., a California corporation (the “Company”), and the Shareholders of the Company signatory hereto (the “Shareholders” and each a “Shareholder”). Each of the parties to this Agreem

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2013 DISCOVERY GOLD CORPORATION (Exact name of Company as specified in its charter) Nevada 000-54709 27-2616571 (State or other jurisdiction (Commission File Number) (IRS Emp

LOAN CONVERSION AGREEMENT

EX-10.1 2 ex10x1.htm EXHIBIT 10.1 Exhibit 10.1 LOAN CONVERSION AGREEMENT WHEREAS, on March 1 and March 4, 2013, Discovery Gold Corporation, a Nevada corporation (the “Company”), borrowed an aggregate of $30,000 (the “Loans”) from Steven Ross, an individual residing at 2275 NW 150th St. Unit D, Opa Locka, Florida, 33054 (“Steven Ross”); WHEREAS, the Loans are due and payable on demand, together wit

SUBSCRIPTION AGREEMENT

EX-10.2 3 ex10x2.htm EXHIBIT 10.2 Exhibit 10.2 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of July 19, 2013 between Discovery Gold Corporation, a Nevada corporation (the “Company”), and Steven Ross, an individual residing at 2275 NW 150th St. Unit D, Opa Locka, Florida, 33054 (the “Subscriber”). W I T N E S S E T H: WHEREAS, the Company is offering $50,000 of u

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: April 30, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2013 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 000-54709 DISCOVERY GOLD CORPORATION (Name of small business is

Quarterly Report - FORM 10-Q FOR THE PERIOD ENDED 10/31/12

dcgd10q-103112.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 000-54709 DISCOVERY GOLD CORPORATION (Name o

- NOTIFICATION OF LATE FILING

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Expires: May 31, 2012 Washington, D.

Discovery Gold Corporation Completes Debt for Equity Restructuring and Strengthens Balance Sheet

Exhibit 99.1 Discovery Gold Corporation Completes Debt for Equity Restructuring and Strengthens Balance Sheet Denver, CO., October 11, 2012 – Discovery Gold Corporation (OTCQB: DCGD) ("Discovery Gold" or the “Company”) is pleased to announce that the Company has completed a series of debt restructuring transactions involving the conversion of liabilities totalling $394,387 into 3,120,749 restricte

LOAN CONVERSION AGREEMENT

Exhibit 10.1 LOAN CONVERSION AGREEMENT WHEREAS, from on or about April 23, 2010 through September 25, 2012, Discovery Gold Corporation, a Nevada corporation (the “Company”), borrowed an aggregate of $210,484.25 (the “Loans”) from Steven Ross, an individual residing at 2275 NW 150th St. Unit D Opa Locka, Florida, 33054 (“Steven Ross”); WHEREAS, the Loans are due and payable on demand, together with

FEE CONVERSION AGREEMENT

EX-10.4 5 ex10x4.htm EXHIBIT 10.4 Exhibit 10.4 FEE CONVERSION AGREEMENT WHEREAS, as of September 30, 2012, Discovery Gold Corporation, a Nevada corporation (the “Company”) owed an aggregate of $14,000 in consulting fees (the “Outstanding Fees”) to CMB Investments, Ltd., a British Columbia, Canada corporation (“CMB”). WHEREAS, the Company wish to pay $10,500 of the Outstanding Fees due to CMB throu

FEE CONVERSION AGREEMENT

Exhibit 10.3 FEE CONVERSION AGREEMENT WHEREAS, from on or about February 1, 2012 through July 31, 2012, LiveCall Investor Relations, a Nevada corporation, (“LiveCall”) has been providing investor relations services to Discovery Gold Corporation, a Nevada corporation (the “Company”); WHEREAS, as of September 30, 2012, the Company has owed LiveCall its service fees of an aggregate of $15,000 (the “O

LOAN CONVERSION AGREEMENT

Exhibit 10.2 LOAN CONVERSION AGREEMENT WHEREAS, from on or about September 2, 2011 Discovery Gold Corporation, a Nevada corporation (the “Company”), borrowed an aggregate of $25,000 (the “Loans”) from Donald Ross, shareholder and director of the Company, residing at 1321 Degener Avenue, Elmhurst, Illinois, 60126 (“Donald Ross”); WHEREAS, the Loans are due and payable on demand, together with accru

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 26, 2012 DISCOVERY GOLD CORPORATION (Exact name of Company as specified in its charter) Nevada 000-54709 27-2616571 (State or other jurisdiction (Commission File Number) (IR

FEE CONVERSION AGREEMENT

Exhibit 10.5 FEE CONVERSION AGREEMENT WHEREAS, as of September 30, 2012, Discovery Gold Corporation, a Nevada corporation (the “Company”) owed Shelley Guidarelli, former director and officer of the Company, an aggregate of $1,600 in fees (the “Outstanding Fees”). WHEREAS, the Company wish to pay the Outstanding Fees due to Shelley Guidarelli through the issuance of restricted shares of common stoc

GRNF / GRN Holding Corporation / GUIDARELLI SHELLEY - SCHEDULE 13G Passive Investment

Schedule 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) DISCOVERY GOLD CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $.

Quarterly Report - FORM 10-Q/A FOR THE PERIOD ENDED 7/31/2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 000-54709 DISCOVERY GOLD CORPORATION (Name of

Quarterly Report - FORM 10-Q FOR THE PERIOD ENDED 7/31/2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 000-54709 DISCOVERY GOLD CORPORATION (Name of small business issue

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: July 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Fo

Consulting Agreement by and between the Company and David Cutler dated August 20, 2012

Exhibit 10.1 CONSULTING AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into effective the 20th day of August, 2012, by and between David J. Cutler, located at 2460 W. 26th Avenue, Suite 308C, Denver, Colorado 80211 (hereinafter referred to as “Consultant”) and Discovery Gold Corporation (temporarily) located at 2817 NE 32 Street, #201Fort Lauderdale, FL 33306 (hereinafter referred

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 17, 2012 DISCOVERY GOLD CORPORATION (Exact name of Company as specified in its charter) Nevada 000-54709 27-2616571 (State or other jurisdiction (Commission File Number) (IRS E

Discovery Gold Corporation Announces Appointment of Public Company Veteran as Chief Financial Officer

Exhibit 99.1 Discovery Gold Corporation Announces Appointment of Public Company Veteran as Chief Financial Officer Denver, CO., August 23, 2012 – Discovery Gold Corporation (OTCQB: DCGD) ("Discovery Gold" or the “Company”) is pleased to announce the appointment of Mr. David Cutler as Chief Financial Officer, Treasurer, Secretary, and Director of the Company. “Mr. Cutler brings to the Company the m

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2012 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54709 DISCOVERY GOLD CORPO

Code of Ethics

EXHIBIT 14.1 CODE OF ETHICS AND BUSINESS CONDUCT FOR OFFICERS, DIRECTORS AND EMPLOYEES OF DISCOVERY GOLD CORPORATION A goal of Discovery Gold Corporation (the “Company”) and its subsidiaries is to promote professional and ethical conduct with respect to its business practices worldwide. This code provides ethical standards to which all of our executive officers, including our principal executive,

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NT 10-K 1 discoverygold-nt10k043012.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: April 30, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repo

LETTER

July 27, 2012 Via E-mail Dean Huge Chief Financial Officer Discovery Gold Corporation 2817 NE 32 Street, #201 Fort Lauderdale, FL 33306 Re: Discovery Gold Corporation (f/k/a Norman Cay Development, Inc.

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 3) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 000-54709 DISCOVERY GOLD CORPORATION (Name

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 000-54709 DISCOVERY GOLD CORPORATION (Name

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Exhibit 31.01 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14 I, Stephen E. Flechner, certify that: 1. I have reviewed this Amendment No. 3 to the Quarterly Report on Form 10-Q/A of Discovery Gold Corporation; 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

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 4 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2011 DISCOVERY GOLD CORPORATION (Exact name of registrant as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commiss

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14 I, Dean Huge, certify that: 1. I have reviewed this Amendment No. 3 to the Quarterly Report on Form 10-Q/A of Discovery Gold Corporation; 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 c

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 3 to the Quarterly Report of Discovery Gold Corporation (the “Company”) on Form 10-Q/A for the period ended January 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dean Huge, Chi

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 3 to the Quarterly Report of Discovery Gold Corporation (the “Company”) on Form 10-Q/A for the period ended January 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen E. Fle

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Discovery Gold Corporation ( the “Company”) on Form 10-Q/A for the period ending October 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen E. Flechner , Chief Executi

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Exhibit 31.01 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14 I, Stephen E. Flechner, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q/ A of Discovery Gold Corporation; 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 circumst

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Discovery Gold Corporation (the “Company”) on Form 10-Q/A for the period ending October 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dean Huge, Chief Financial Officer,

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14 I, Dean Huge, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q/ A of Discovery Gold Corporation ; 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 w

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 12, 2012 DISCOVERY GOLD CORPORATION (Exact name of Company as specified in its charter) Nevada 000-54709 27-2616571 (State or other jurisdiction (Commission File Number) (IRS Emp

Norman Cay Development Announces Name Change to Discovery Gold Corporation (OTCQB: DCGD)

EX-99.1 3 ex99-1.htm Exhibit 99.1 Norman Cay Development Announces Name Change to Discovery Gold Corporation (OTCQB: DCGD) Fort Lauderdale, Fla., July 13, 2012 - Norman Cay Development, Inc. (OTCQB: NCDL) (OTCQB: DCGD) (“Norman Cay” or the “Company”), an emerging international gold exploration and development company, is pleased to announce that the Company has changed its name to Discovery Gold C

Articles of Merger

Exhibit 3.1

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July 13, 2012 VIA EDGAR Ajay Koduri Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

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June 29, 2012 Kathleen Krebs Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

LETTER

June 15, 2012 Via E-mail Dean Huge Chief Financial Officer Norman Cay Development, Inc.

Addendum to the Option Agreement between Xtra Gold Exploration Limited and Adom Mining Company Limited.

Exhibit 10.08

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 3 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2011 NORMAN CAY DEVELOPMENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commi

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 2 to the Quarterly Report of Norman Cay Development, Inc. (the “Company”) on Form 10-Q/A for the period ended January 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen E. F

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Exhibit 31.01 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14 I, Stephen E. Flechner, certify that: 1. I have reviewed this Amendment No. 2 to the Quarterly Report on Form 10-Q/A of Norman Cay Development, 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, i

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June 5, 2012 VIA EDGAR Ajay Koduri Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 2 to the Quarterly Report of Norman Cay Development, Inc. (the “Company”) on Form 10-Q/A for the period ended January 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dean Huge, C

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 2) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 333-167284 NORMAN CAY DEVELOPMENT, INC. (Na

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14 I, Dean Huge, certify that: 1. I have reviewed this Amendment No. 2 to the Quarterly Report on Form 10-Q/A of Norman Cay Development, 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

Letter from Minerals Commission of Ghana, dated July 21, 2006 regarding the renewal of Prospecting License

Exhibit 10.07

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORMAN CAY DEVELOPMENT, INC. (Exact name of issuer as specified in its charter) Nevada 27-2616571 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2817 NE 32 Street, #201 Fort Lauderdale, FL 33306 (Address of Pri

Norman Cay Development, Inc. 2012 Equity Incentive Plan

Exhibit 4.1 NORMAN CAY DEVELOPMENT, INC. 2012 EQUITY INCENTIVE PLAN 1. Purpose of the Plan. This 2012 Equity Incentive Plan (the “Plan”) is intended as an incentive, to retain in the employ of and as directors, officers, consultants, advisors and employees to Norman Cay Development, Inc., a Nevada corporation (the “Company”), and any Subsidiary of the Company, within the meaning of Section 424(f)

LETTER

May 21, 2012 Via E-mail Dean Huge Chief Financial Officer Norman Cay Development, Inc.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 NORMAN CAY DEVELOPMENT, INC. (Exact name of registrant as specified in its charter) Nevada 27-2616571 (State of incorporation or organization) (IRS Employer Identification No.) 2817 NE 32 Street,

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2012 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 333-167284 NORMAN CAY DEVELOPMENT, INC. (Na

Amending Agreement dated October 19, 2006 between Xtra-Gold Exploration and Adom Mining Limited (1)

Exhibit 10.04

Letter from Minerals Commission of Ghana, dated May 4, 2012, to Discovery Gold Ghana Limited

Exhibit 10.06

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Exhibit 31.02 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14 I, Dean Huge, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Norman Cay Development, 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

Prospecting license with respect to the Edum Banso concession

EX-10.02 2 ex10-02.htm Exhibit 10.02

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May 11, 2012 VIA EDGAR Ajay Koduri Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 1 to the Quarterly Report of Norman Cay Development, Inc. (the “Company”) on Form 10-Q/A for the period ended January 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen E. F

Agreement for Assignment of Option Interests, dated August 27, 2011, by and among Adom Mining Limited, Xtra-Gold Exploration Limited, Xtra-Gold Resources Corp. and Discovery Gold Ghana Limited

Exhibit 10.05

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.02 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Amendment No. 1 to the Quarterly Report of Norman Cay Development, Inc. (the “Company”) on Form 10-Q/A for the period ended January 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dean Huge, C

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Exhibit 31.01 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14 I, Stephen E. Flechner, certify that: 1. I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of Norman Cay Development, 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, i

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2011 NORMAN CAY DEVELOPMENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commi

Option Agreement dated October 17, 2005 between Xtra-Gold Exploration Limited and Adom Mining Limited

Exhibit 10.03

Financial Statements and Exhibits, Other Events -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2012 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commission File Number) (IRS

Norman Cay Development Announces Appointment of Mining Veteran CEO and Expands Board of Directors

Exhibit 99.1 Press Release April 26, 2012 Norman Cay Development Announces Appointment of Mining Veteran CEO and Expands Board of Directors STEVENSVILLE, MI. April 26, 2012 - Norman Cay Development, Inc. (OTCQB: NCDL) (“Norman Cay” or the “Company”) is pleased to announce the appointment of Mr. Steven E. Flechner as President and CEO of the Company. Mr. Flechner brings more than 30 years of mining

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April 27, 2012 Ajay Koduri Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2012 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commission File Number) (IRS

Consulting Agreement by and between the Company and Stephen E. Flechner dated April 19, 2012

Exhibit 10.1 CONSULTING AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into effective the 19th day of April, 2012, by and between Stephen Flechner, located at 1337 S. Fillmore Street, Denver, Colorado 80210 (hereinafter referred to as “Consultant”) and Norman Cay Developments, Inc., located at 4472 Winding Lane, Stevensville, MI., USA, 49127 (hereinafter referred to as “NCD,” or th

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SEC Letter April 17, 2012 Ajay Koduri Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

LETTER

April 4, 2012 Via E-mail Shelly Guidarelli President Norman Cay Development, Inc. 4472 Winding Lane Stevensville, MI 49127 Re: Norman Cay Development, Inc. Form 10-Q for the quarter ended January 31, 2012 Filed March 14, 2012 Form 8-K dated January 23, 2012 Filed January 30, 2012 Response letter dated March 5, 2012 File No. 333-167284 Dear Ms. Guidarelli: We have reviewed your filing and response

UNSECURED PROMISSORY NOTE

Exhibit 10.12 Convertible Promissory Note Exhibit 10.12 UNSECURED PROMISSORY NOTE PRINCIPAL AMOUNT: $25,000.00 LOAN DATE: December 17, 2010 EXECUTION DATE: December 12, 2011 INTEREST RATE: 10.00% SIMPLE INTEREST BORROWER: NORMAN CAY DEVELOPMENT, INC. LENDER: DON ROSS PAYMENT: $25,000.00 DUE ON DEMAND 1. Principal Repayment. For value received, Norman Cay Development, Inc., a Nevada corporation (th

CONSULTING AGREEMENT

Exhibit 10.14 Consulting Agreement Exhibit 10.14 CONSULTING AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into this 1st day of December, 2011 by and between Ian Brodie, located at 1259 Melville Street, Vancouver B.C., V6E 0A5 (hereinafter referred to as “Consultant,” or “Brodie”) and Norman Cay Developments, INC, located at 4472 Winding Lane, Stevensville, MI., USA, 49127 (hereina

Quarterly Report - JANUARY 31, 2012 10Q

January 31, 2012 10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CONSULTING AGREEMENT

Exhibit 10.13 Consulting Agreement Exhibit 10.13 CONSULTING AGREEMENT THIS AGREEMENT (the “Agreement”) is made and entered into this 22nd day of December, 2011, by and between Wheatfield Partners, located at P.O. Box 25362, West Los Angeles, CA 90025 (hereinafter referred to as “Consultant,” or “W.P.”) and Norman Cay Developments, Inc., located at 4472 Winding Lane, Stevensville, MI., USA, 49127 (

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SEC Letter March 5, 2012 Ajay Koduri Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

LETTER

February 24, 2012 Via E-mail Shelly Guidarelli President Norman Cay Development, Inc.

Exhibit 99.1

Exhibit 99.1 Press release Exhibit 99.1 Press Release February 16, 2012 Norman Cay Development Engages Source Capital Group as Exclusive Placement Agent to Raise up to $10,000,000 STEVENSVILLE, MI. February 16, 2012 - Norman Cay Development, Inc. (“Norman Cay”) (OTCBB: NCDL) (PINKSHEETS: NCDL) is pleased to announce that it has entered into an agreement to engage Source Capital Group, Inc. (“Sourc

Source Capital Group, Inc. Engagement Letter

Exhibit 10.1 Engagement Agreement Capital Group, Inc. Members FINRA, SIPC Investment Bankers / Brokers Exhibit 10.1 February 14, 2012 Dean Huge Chief Financial Officer Norman Cay Development, Inc. 4472 Winding Lane Stevensville, MI 49127 Source Capital Group, Inc. Engagement Letter To Mr. Huge: The purpose of this engagement letter is to set forth the terms pursuant to which Source Capital Group,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 f8k0217128k.htm FORM 8-K CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2012 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdi

Regulation FD Disclosure - FORM 8-K CURRENT REPORT

FORM 8-K Current Report SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2012 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commission File

Norman Cay Development Receives Second Edum Banso Payment from North Springs

Exhibit 99.1 Press Release Exhibit 99.1 Press Release February 14, 2012 Norman Cay Development Receives Second Edum Banso Payment from North Springs STEVENSVILLE, Mich., Feb. 14, 2012 /PRNewswire/ - Norman Cay Development, Inc. ("Norman Cay") (OTCBB: NCDL.OB - News) (PINKSHEETS: NCDL.OB - News) is pleased to announce that it has received the second scheduled payment from North Springs Resources Co

CONSULTING SERVICES AGREEMENT

Exhibit 10.1 Consulting Agreement Exhibit 10.1 CONSULTING SERVICES AGREEMENT THIS AGREEMENT made as of the 9th day of February, 2012. BETWEEN: Norman Cay Development, Inc., having an office at 4472 Winding Lane, Stevensville, MI 43127 (the "Company") OF THE FIRST PART AND: CMB Investments Ltd. having an office at Suite 250 -1090 West Georgia Street, Vancouver, British Columbia Canada, V6E 3V7 (the

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities - FORM 8-K CURRENT REPORT

FORM 8-K Current Report SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2012 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commission File

Norman Cay Development Appoints Shearing as Geological Consultant and Director

Exhibit 99.1 Press Release Press Release February 10, 2012 Exhibit 99.1 Norman Cay Development Appoints Shearing as Geological Consultant and Director STEVENSVILLE, MI. February 10, 2012 - Norman Cay Development, Inc. (“Norman Cay”) (OTCBB: NCDL) (PINKSHEETS: NCDL) is pleased to announce that it has appointed Mr. Ralph Shearing to the position of Geological Consultant. Mr. Shearing has also agreed

- FORM 8-K CURRENT REPORT

FORM 8-K Current Report SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 23, 2012 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commission File

Norman Cay Development Finalizes Agreement to Fund Exploration at Edum Banso Gold Project in Ghana

Exhibit 99.1 Press Release Exhibit 99.1 Norman Cay Development Finalizes Agreement to Fund Exploration at Edum Banso Gold Project in Ghana STEVENSVILLE, Mich.-(BUSINESS WIRE)- Norman Cay Development, Inc. (“Norman Cay”) (OTCBB: NCDL.OB - News) is pleased to announce that its wholly-owned subsidiary, Discovery Gold Ghana Limited (“Discovery Gold”) has executed a Definitive Agreement with North Spri

Regulation FD Disclosure - FORM 8-K CURRENT REPORT

FORM 8-K Current Report SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 25, 2012 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commission File

EARN-IN AGREEMENT

Exhibit 10.1 Earn-In Agreement Exhibit 10.1 EARN-IN AGREEMENT This Earn-In Agreement (the “Agreement”) made and entered into this 25th day of January, 2012 (“Effective Date”), by and between Discovery Gold Ghana Limited, a company organized under the laws of Ghana (“DGG”) located at Hse. No. D3/22, Ashonman Estates, Accra, Ghana and North Springs Resources Corp., a Nevada corporation (“NSRS”) loca

Norman Cay Development Signs Letter of Intent to Fund $1,250,000 in Exploration and Development at Edum Banso Gold Project in Ghana

Exhibit 99.1 Press Release Exhibit 99.1 Norman Cay Development Signs Letter of Intent to Fund $1,250,000 in Exploration and Development at Edum Banso Gold Project in Ghana Press Release: Norman Cay Development, Inc. – Tue, Jan 17, 2012 9:00 AM EST STEVENSVILLE, Mich.-(BUSINESS WIRE)- Norman Cay Development, Inc. (OTCBB: NCDL.OB - News) is pleased to announce that its wholly-owned subsidiary, Disco

Regulation FD Disclosure - FORM 8-K CURRENT REPORT

FORM 8-K Current Report SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2012 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commission File

Current Report

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2011 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commission File Number) (IRS Employer o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2011 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 333-167284 NORMAN CAY DEVELOPMENT, INC. (Name of small busine

SEC FILE NUMBER

SEC FILE NUMBER 333-167284 CUSIP NUMBER 656122 207 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING . Form 10-K . Form 20-F . Form 11-K X . Form 10-Q . Form 10-D . Form N-SAR . Form N-CSR For period ended: October 31, 2011 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on F

LETTER

December 6, 2011 Via E-mail Shelly Guidarelli President Norman Cay Development, Inc.

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Norman Cay Developments Inc. 4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002 December 5, 2011 Ajay Koduri Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 Re: Norman Cay Development, Inc. Form 8-K Filed October 17, 2011 File No. 333-167284 Dear Mr. Koduri: Norman Cay Development Inc. (the “Company”), a Nevada corporation, has rece

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2011 NORMAN CAY D

FORM 8-K/A Current Report SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2011 NORMAN CAY DEVELOPMENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdi

Current Report

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2011 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commission File Number) (IRS Employer of

LETTER

November 4, 2011 Via E-mail Shelly Guidarelli President Norman Cay Development, Inc.

Current Report

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 14, 2011 NORMAN CAY DEVELOPMENT, INC. (Exact name of registrant as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commission File Number) (IRS Employer

LIST OF SUBSIDIARIES OF NORMAN CAY DEVELOPMENT, INC.

EXHIBIT 21 LIST OF SUBSIDIARIES OF NORMAN CAY DEVELOPMENT, INC. 1. Discovery Gold Ghana Limited Jurisdiction of Formation: Names under which business is conducted: Country of Ghana Discovery Gold Ghana Limited

Current Report

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2011 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction (Commission File Number) (IRS Employer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-167284 NORMAN CAY DEVELOPMENT, INC

NORMAN CAY DEVELOPMENT, INC. UNSECURED CONVERTIBLE PROMISSORY NOTE

Exhibit 10.8 THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SUCH SALE, TRANSFER OR ASSIGNMENT IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR SATISFIES THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION, OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2011 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-167284 NORMAN CAY DEVELOPMENT, INC. (Name of sm

Consulting Agreement

Exhibit 10.6 Consulting Agreement This Agreement is entered into this 1st day of September, 2011 between NORMAN CAY DEVELOPMENT, INC. (the ?Corporation?), a Nevada corporation having a corporate office at 4472 Winding Lane, Stevensville, MI, 49127, United States, and KEVIN COOMBES (the ?Consultant?), a resident of Bahamas having a residential address at Suite #824, P.O Box CR-56766, Nassau, Bahama

SHARE EXCHANGE AGREEMENT

Exhibit 10.1 Exhibit 10.1 SHARE EXCHANGE AGREEMENT This Share Exchange Agreement, dated as of September 2, 2011 (this “Agreement”) by and among Discovery Gold Ghana Limited, a company organized under the laws of Ghana (“DGG”), the stockholders of DGG (the “DGG Stockholders”), Norman Cay Development, Inc., a Nevada corporation (“NCDI”), and the majority stockholder of NCDI (the “NCDI Controlling St

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2011 NORMAN CAY DEVELOPMENT, INC. (Exact name of Company as specified in its charter) Nevada 333-167284 27-2616571 (State or other jurisdiction of Incorporation) (Commission File Numbe

Exhibit 10.5

Exhibit 10.5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended April 30, 2011 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to NORMAN CAY DEVELOPMENT, INC. (Exact name of registrant as specified in its charter

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-167284

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-167284 X . Form 10-K . Form 20-F . Form 11-K . Form 10-Q . Form 10-D . Form N-SAR . Form N-CSR For period ended: April 30, 2011 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on Form 10-Q . Transition Rep

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-167284

FORM 12b-25 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-167284 . Form 10-K . Form 20-F . Form 11-K X . Form 10-Q . Form 10-D . Form N-SAR . Form N-CSR For period ended: January 31, 2011 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on Form 10-Q .

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-167284

FORM 12b-25 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-167284 . Form 10-K . Form 20-F . Form 11-K X . Form 10-Q . Form 10-D . Form N-SAR . Form N-CSR For period ended: January 31, 2011 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on Form 10-Q .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2011 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 333-167284 NORMAN CAY DEVELOPMENT, INC. (Name of small busine

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2010 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number 333-167284 NORMAN CAY DEVELOPMENT, INC. (Name of small busine

CONSULTING AGREEMENT

Exhibit 10.3 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT is made and entered into as of September , 2010, by and between Norman Cay Development, Inc., a Nevada corporation, with an address located at 4472, Winding Lane, Stevensville, MI 49127, (the "Company") and Voltaire Gomez (the ?Consultant?), an individual, with an address located at , with an effective date of July 26, 2010 (?Effective Da

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-167284

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 333-167284 . Form 10-K . Form 20-F . Form 11-K X . Form 10-Q . Form 10-D . Form N-SAR . Form N-CSR For period ended: October 31, 2010 . Transition Report on Form 10-K . Transition Report on Form 20-F . Transition Report on Form 11-K . Transition Report on Form 10-Q . Transition R

SUPPLEMENT NO. 1 DATED DECEMBER 8, 2010 TO PROSPECTUS DATED NOVEMBER 3, 2010 NORMAN CAY DEVELOPMENT, INC.

Filed pursuant to Rule 424(b)(3) Registration No. 333-167284 SUPPLEMENT NO. 1 DATED DECEMBER 8, 2010 TO PROSPECTUS DATED NOVEMBER 3, 2010 NORMAN CAY DEVELOPMENT, INC. The following information supplements the prospectus of Norman Cay Development, Inc. dated November 3, 2010 and is part of the prospectus. This Supplement updates the information presented in the prospectus. Prospective investors sho

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PROSPECTUS NORMAN CAY DEVELOPMENT, INC. 4472 Winding Lane Stevensville, MI 49127 (269) 429-7002 1,500,000 SHARES OF COMMON STOCK

Filed pursuant to Rule 424 (b)(3) Registration No. 333-167284 PROSPECTUS NORMAN CAY DEVELOPMENT, INC. 4472 Winding Lane Stevensville, MI 49127 (269) 429-7002 1,500,000 SHARES OF COMMON STOCK This is the initial offering of Common Stock of Norman Cay Development, Inc. and no public market currently exists for the securities being offered. We are offering for sale a total of 1,500,000 shares of Comm

Norman Cay Development Inc.

Norman Cay Development Inc. 4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002 October 29, 2010 VIA EDGAR Ajay Koduri, Staff Attorney Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 Re: Norman Cay Development, Inc. Registration Statement on Form S-1 File No. 333-167284 Acceleration Request Requested Date: November 2, 2010 5:00 pm Ea

UNSECURED PROMISSORY NOTE

Exhibit 10.3 UNSECURED PROMISSORY NOTE PRINCIPAL AMOUNT: $65,416 LOAN DATE: (1) $9,928 April 29, 2010 (2) $20,000 May 10, 2010 (3) $9,994 July 21, 2010 (4) $25,494 September 23, 2010 INTEREST RATE: 10.00% SIMPLE INTEREST BORROWER: NORMAN CAY DEVELOPMENT, INC. LENDER: STEVE ROSS PAYMENT: DUE AND PAYABLE ON THE LATER OF (a) JULY 31, 2011 OR (b) AFTER THE BORROWER HAS GENERATED $150,000 IN REVENUE. T

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-167284 NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specifi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 5 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-167284 NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7385 (Primary Standard Industrial Classification Code Number)

FORM S-1

Norman Cay Development Inc. 4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002 October 14, 2010 Kathleen Krebs Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 Re: Norman Cay Development Inc. File No. 333-167284 SEC Comment letter dated October 14, 2010 Dear Ms. Krebs: Norman Cay Development Inc. (the “Company”), a Nevada corporation

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-167284 NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specifi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-167284 NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7385 (Primary Standard Industrial Classification Code Number)

FORM S-1

Norman Cay Development Inc. 4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002 September 29, 2010 Kathleen Krebs Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 Re: Norman Cay Development Inc. File No. 333-167284 SEC Comment letter dated September 10, 2010 Dear Ms. Krebs: Norman Cay Development Inc. (the ?Company?), a Nevada corpora

LETTER

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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-167284 NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specifi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-167284 NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7385 (Primary Standard Industrial Classification Code Number)

CORRESP

Norman Cay Development, Inc. 4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002 September 2, 2010 Kathleen Krebs Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 Re: Norman Cay Development Inc. File No. 333-167284 SEC Comment letter dated August 18, 2010 Dear Ms. Krebs: Norman Cay Development Inc. (the ?Company?), a Nevada corporatio

LETTER

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UNSECURED PROMISSORY NOTE

Exhibit 10.2 UNSECURED PROMISSORY NOTE PRINCIPAL AMOUNT: $29,928.25 LOAN DATE: May 10, 2010 INTEREST RATE: 10.00% SIMPLE INTEREST BORROWER: NORMAN CAY DEVELOPMENT, INC. LENDER: STEVE ROSS PAYMENT: ON OR BEFORE MAY 10, 2011 1. Principal Repayment. For value received, Norman Cay Development, Inc., a Nevada corporation (the ?Borrower?) hereby unconditionally promises to pay to the order of Steve Ross

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-167284 NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specifi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-167284 NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7385 (Primary Standard Industrial Classification Code Number)

FORM S-1

Norman Cay Developments Inc. 4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002 August 5, 2010 Kathleen Krebs Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 Re: Norman Cay Development Inc. File No. 333-167284 SEC Comment letter dated July 30, 2010 Dear Ms. Krebs: Norman Cay Development Inc. (the “Company”), a Nevada corporation, ha

LETTER

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Exhibit 4.1

Exhibit 4.1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-167284 NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specifi

S-1/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: 333-167284 NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7385 (Primary Standard Industrial Classification Code N

FORM S-1

Norman Cay Developments Inc. 4472 Winding Lane, Stevensville, MI 49127 tel: 269-429-7002 July 15, 2010 Ajay Koduri Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington DC 20549 Re: Norman Cay Development Inc. File No. 333-167284 SEC Comment letter dated June 25, 2010 Dear Mr. Koduri: Norman Cay Development Inc. (the “Company”), a Nevada corporation, has r

LETTER

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Exhibit 4.1

Exhibit 4.1

MANAGEMENT AGREEMENT

Exhibit 10.1 MANAGEMENT AGREEMENT This Management Agreement (the ?Agreement?) dated this 30th day of April 2010, and is made effective as of the 1st day of May 2010, by and between Norman Cay Development, Inc., a Nevada corporation (the ?Company?) and Ms. Shelley Guidarelli (?Ms. Guidarelli?). RECITALS: WHEREAS, Ms. Guidarelli shall operate the day-to-day business of the Company and shall handle a

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: ____________ NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specified in its char

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission File Number: NORMAN CAY DEVELOPMENT, INC. (Exact name of small Business Issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) 7385 (Primary Standard Industrial Classification Code Number) 27-2616571 (I.R.S. Employe

NORMAN CAY DEVELOPMENT, INC. ARTICLE I

Exhibit 3.2 BYLAWS OF NORMAN CAY DEVELOPMENT, INC. ARTICLE I OFFICES SECTION 1.1 PRINCIPAL OFFICE. The principal office and place of business of NORMAN CAY DEVELOPMENT, INC., a Nevada corporation (the ?Corporation?), shall be located at 4472 Winding Lane, Stevensville, MI 49127. SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at such other places, both within and without the State

Articles of Incorporation

Exhibit 3.1 ARTICLES OF INCORPORATION OF Norman Cay Development, Inc. a Nevada Corporation ARTICLE 1. Company Name 1.1 The name of this corporation is Norman Cay Development, Inc. ARTICLE 2. Duration 2.1 The corporation shall continue in existence perpetually unless sooner dissolved according to law. ARTICLE 3. Purpose 3.1 The purpose for which the corporation is organized is to engage in any lawf