Green Stream Holdings Inc 8-K, filed Apr 8, 2026
Green Stream Holdings Inc. (GSFI)
About this 8-K
Green Stream Holdings Inc filed this 8-K on April 8, 2026, reporting on events of March 19, 2026.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification Number) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03. Material Modification to Rights of Security Holders.
On March 19, 2026, Green Stream Holdings, Inc. (the "Company") completed a redomicile from the State of Wyoming to the State of California (the "Redomicile"). In connection with the Redomicile, the Company adopted new bylaws under California law.
As reflected in the Company's California bylaws, the Company's authorized capital stock consists of 1,012,000,000 shares, comprised of (i) 1,000,000,000 shares of common stock, par value $0.001 per share, and (ii) 12,000,000 shares of preferred stock, par value $0.001 per share, divided into Series A, Series B, and Series C Convertible Preferred Stock.
The bylaws provide that the holders of the Company's Series B Preferred Stock, voting as a class, are entitled to 99% of the total shareholder voting power on all shareholder matters, regardless of the number of shares of common stock or other voting securities issued and outstanding. The bylaws further provide that the Series A Convertible Preferred Stock and Series C Convertible Preferred Stock are convertible into common stock at a rate of 1,000 shares of preferred stock for one share of common stock, in each case subject to a 9.99% beneficial ownership limitation.
The bylaws also provide that shareholders shall not have preemptive rights unless specifically authorized by the Board of Directors, and that cumulative voting for the election of directors is not permitted.
The foregoing description of the bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the bylaws, which are filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective March 19, 2026, the Company completed the Redomicile from Wyoming to California and adopted new bylaws as a California corporation.
The bylaws set forth, among other things, provisions relating to the Company's name, duration, purpose, authorized capital stock, rights and preferences of common stock and preferred stock, shareholder voting, shareholder action by written consent, limitation of liability of directors, indemnification of directors and officers, registered agent and principal office, severability, and amendment procedures.
The foregoing description of the bylaws is qualified in its entirety by reference to the full text of the bylaws filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01. Other Events.
On March 19, 2026, the Board of Directors of the Company adopted resolutions confirming the Company's redomicile from Wyoming to California and recognizing the continuity of the Company's shareholders and capital structure following the Redomicile.
The Board resolutions confirm that all issued and outstanding shares of the Wyoming entity were automatically continued, transferred, and recognized as issued and outstanding shares of the California entity upon the effectiveness of the Redomicile. The resolutions further confirm that all shareholders of record immediately prior to the Redomicile remain shareholders of the Company with the same rights, preferences, privileges, and ownership percentages previously held, without interruption, modification, or impairment of their ownership interests.
The Board resolutions also authorize the officers of the Company to take all actions necessary or appropriate to update corporate records, notify transfer agents, and ensure compliance with applicable state, federal, and securities market requirements relating to the Redomicile.
The foregoing description of the Board resolutions is qualified in its entirety by reference to the full text of the resolutions filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 3.1 | Board Resolution Confirming Redomicile and Recognition of Shareholders of Record, dated March 19, 2026 |
| 3.2 | Bylaws of Green Stream Holdings, Inc. (California) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GREEN STREAM HOLDINGS INC. | |||
| Date: April 8, 2026 | By: | /s/ Nan Yang | |
| Name: Nan Yang | |||
| Title: Sole Director, Secretary, and Treasurer | |||
Exhibit 3.1
GREEN STREAM HOLDINGS INC.
A California Corporation (Formerly a Wyoming Corporation)
Effective Date March 19, 2026
BOARD
RESOLUTION CONFIRMING REDOMICILE AND RECOGNITION OF
SHAREHOLDERS OF RECORD
The undersigned, being all members of the Board of Directors of Green Stream Holdings (the “Corporation”), hereby adopt the following resolutions and direct that they be entered into the Corporation’s minute book.
WHEREAS, the Corporation was previously organized and domiciled under the laws of the State of Wyoming as Green Stream Holdings; and
WHEREAS, pursuant to applicable corporate statutes and the lawful approval of the Corporation’s shareholders and directors, the Corporation completed a redomicile (also referred to as a domestication or conversion) from the State of Wyoming to the State of California on March 19, 2026; and
WHEREAS, the Corporation desires to formally record and affirm that all issued and outstanding shares of the Wyoming-domiciled entity were automatically continued, transferred, and recognized as issued and outstanding shares of the California-domiciled entity upon the effectiveness of the redomicile; and
WHEREAS, the Corporation further desires to confirm that all shareholders of record immediately prior to the redomicile remain shareholders of the Corporation with the same rights, preferences, privileges, and ownership percentages as previously held.
NOW, THEREFORE, BE IT RESOLVED,
that the Board of Directors hereby acknowledges, ratifies, and confirms that the Corporation was duly and validly redomiciled from Wyoming
to California effective March 19, 2026; and
RESOLVED FURTHER, that all shareholders of record of the Wyoming entity as of immediately
prior to the redomicile are hereby recognized as shareholders of the California entity, without interruption, modification, or impairment
of their ownership interests; and
RESOLVED FURTHER, that all issued and outstanding shares of the Corporation, as reflected
in the Corporation’s shareholder ledger and transfer records, are deemed fully valid, effective, and continuous through the redomicile;
and
RESOLVED FURTHER, that the officers of the Corporation are authorized and directed to take any and all actions necessary or appropriate to update corporate records, notify transfer agents, and ensure compliance with applicable state, federal, and securities-market requirements relating to the redomicile.
CERTIFICATION
I, the undersigned, hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of Green Stream Holdings on the date written below, and that said resolutions are in full force and effect.
| /s/ Nan Yang | |
| Nan Yang | |
| Sole Director, Secretary, and Treasurer |
| Green Stream Holdings Inc. | ||
| Date: March 19th, 2026 |
Exhibit 3.2
BYLAWS OF GREEN STREAM HOLDINGS, INC.
(A California Corporation)
ARTICLE I — NAME OF THE CORPORATION
The name of the corporation shall be Green Stream Holdings, Inc.
ARTICLE II — DURATION
The corporation shall have perpetual existence.
ARTICLE III — PURPOSE
The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the California Corporations Code.
ARTICLE IV — AUTHORIZED CAPITAL STOCK
| · | The aggregate number of shares the corporation is authorized to issue is 1,012,000,000, consisting of: |
| o | 1,000,000,000 shares of common stock, par value $0.001 per share |
| o | 12,000,000 shares of preferred stock, par value $0.001 per share, divided into Series A, Series B, and Series C Convertible Preferred Stock |
| · | The Board of Directors may impose restrictions on the transfer of capital stock as deemed necessary or as required by law. |
| · | Shares may be issued for money, property, services rendered, labor done, cash advances, or other assets of value as determined by the Board of Directors. All shares, when issued, shall be fully paid and non-assessable. |
ARTICLE V — COMMON STOCK
| · | Holders of common stock possess all rights as shareholders, except as limited by the preferences, privileges, voting powers, restrictions, and limitations of the preferred stock. |
ARTICLE VI — PREFERRED STOCK
Section 1. Authority of the Board of Directors
| · | The Board of Directors is authorized to divide preferred stock into series and to fix and determine the relative rights and preferences of each series by resolution. The Board may increase or decrease the number of shares in any series, provided no shares of such series are outstanding at the time. |
Section 2. Series A Convertible Preferred Stock
| · | Designation: Up to 1,000,000 shares designated as Series A Convertible Preferred Stock. |
| · | Dividends: May be declared by the Board and paid out of legally available funds. |
| · | Liquidation Preference: None. |
| · | Voting Rights: Holders have voting rights on all corporate matters, calculated on an “as if converted” basis. |
| · | Conversion Rights: 1,000 shares of Series A may be converted into 1 share of common stock, subject to the 9.99% beneficial ownership limitation. |
| · | Amendments: Amendments affecting Series A require the affirmative vote of the majority of Series A holders. |
| · | Redemption Rights: None. |
Section 3. Series B Convertible Preferred Stock
| · | Designation: Up to 1,000,000 shares designated as Series B Convertible Preferred Stock. |
| · | Voting Rights: The 1,000,000 shares of Series B Preferred Stock shall have, in the aggregate, the right to vote on all shareholder matters equal to 99% of the total shareholder vote, regardless of the number of shares of Common Stock or other voting stock issued and outstanding in the future. As of the date of these bylaws, this represents 600,000,000,000 votes, based on 435,239,703 shares of Common Stock outstanding. The Series B Preferred Stock shall be entitled to this 99% voting right as a class, and this right shall not be diluted or reduced by the issuance of additional shares of Common Stock or other voting securities. |
| · | Conversion Rights: The Series B Preferred Stock shall have no conversion rights. |
| · | Ownership and Voting Control: 600,000 shares of Series B Convertible Preferred Stock are held by the We Work Revocable Trust. |
| · | Dividends: May be declared by the Board and paid out of legally available funds. |
| · | Liquidation Preference: None. |
| · | Redemption Rights: None. |
| · | Amendments: Amendments affecting Series B require the affirmative vote of the majority of Series B holders. |
Section 4. Series C Convertible Preferred Stock
| · | Designation: Up to 10,000,000 shares designated as Series C Convertible Preferred Stock. |
| · | Dividends: May be declared by the Board and paid out of legally available funds. |
| · | Liquidation Preference: None. |
| · | Voting Rights: Holders have voting rights on all corporate matters, calculated on an “as if converted” basis. |
| · | Conversion Rights: 1,000 shares of Series C may be converted into 1 share of common stock, subject to the 9.99% beneficial ownership limitation. |
| · | Amendments: Amendments affecting Series C require the affirmative vote of the majority of Series C holders. |
| · | Redemption Rights: None. |
Section 5. Conversion Limitations
| · | No holder of Series A or C Convertible Preferred Stock may convert any portion if, after conversion, the holder and its affiliates would own more than 9.99% of the outstanding common stock. Beneficial ownership is determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. |
ARTICLE VII — CUMULATIVE VOTING
| · | Cumulative voting for the election of directors is not permitted. |
ARTICLE VIII — PREEMPTIVE RIGHTS
| · | No holder of any stock shall be entitled, as a matter of right, to purchase, subscribe for, or otherwise acquire any new or additional shares, options, warrants, or securities convertible into shares unless specifically authorized by the Board of Directors. |
ARTICLE IX — BOARD OF DIRECTORS
| · | The governing board shall be known as directors. The number of directors may be increased or decreased as permitted by the bylaws, but shall not be fewer than one. |
ARTICLE X — SHAREHOLDER VOTING ON CORPORATE ACTIONS
| · | Any action required or permitted by California law to be taken at a shareholders’ meeting may be taken without a meeting if written consents are signed by holders of at least the minimum number of shares required to authorize the action. |
| · | The affirmative vote or concurrence of holders of at least 50% of the outstanding shares entitled to vote is required for all transactions requiring shareholder approval. |
ARTICLE XI — INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, FIDUCIARIES, AND AGENTS
| · | The corporation shall indemnify, to the fullest extent permitted by California law, any person who is or was a director, officer, employee, fiduciary, or agent, or who serves at the request of the corporation in such capacity for another entity or employee benefit plan, against all liability and expense (including attorneys’ fees) incurred by reason of such service. |
| · | The corporation shall advance expenses in advance of final disposition of any proceeding, to the maximum extent permitted by law. |
| · | Any repeal or modification of this indemnification provision shall not adversely affect any right or protection existing at the time of such repeal or modification. |
ARTICLE XII — LIMITATIONS OF LIABILITY
| · | Directors shall not be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty, except for liability (i) for breach of loyalty, (ii) for acts not in good faith or involving intentional misconduct or knowing violation of law, or (iii) for transactions from which the director derived an improper personal benefit. |
| · | Any repeal or modification of this provision shall not adversely affect any right or protection existing at the time of such repeal or modification. |
ARTICLE XIII — REGISTERED AGENT AND PRINCIPAL OFFICE
| · | The corporation shall maintain a registered agent and office in California as required by law. The principal office shall be as designated by the Board of Directors. |
ARTICLE XIV — SEVERABILITY
| · | If any provision of these bylaws is found invalid or unenforceable, the remaining provisions shall remain in effect. |
ARTICLE XV — AMENDMENTS
| · | These bylaws may be amended or repealed by the Board of Directors or shareholders, subject to any limitations imposed by law, the Articles of Incorporation, or these bylaws. Amendments affecting preferred stock require the affirmative vote of the majority of the relevant series. |
ARTICLE XVI — CERTIFICATION
| · | The undersigned certifies that these bylaws were adopted by the Board of Directors of Green Stream Holdings, Inc. on ____________, and are in full force and effect. |
This document is a direct conversion of your Wyoming articles of incorporation into California bylaws, preserving all articles, amendments, and preferred stock provisions, including Series B voting rights and conversion formulas, and integrating your requested language. Please review with a California corporate attorney for compliance and completeness before adoption.