GSFI 8-K
Green Stream Holdings Inc. (GSFI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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:
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GREEN STREAM HOLDINGS, INC.
Item 3.03. Material Modification to Rights of Security Holders.
See Exhibit 3.1 for full bylaws text.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
See Exhibit 3.2 for full certificate of determination.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.2 Certificate of Determination
Exhibit 3.1
GREEN STREAM HOLDINGS, INC. WRITTEN CONSENT OF SOLE DIRECTOR IN LIEU OF MEETING
Pursuant to the California Corporations Code and the Bylaws of Green Stream Holdings, Inc. (the "Company"), the undersigned, being the sole member of the Board of Directors, hereby adopts the following resolutions by written consent in lieu of a meeting as of April 18,, 2026.
The undersigned acknowledges that, in accordance with the Company's governing documents and capital structure, the undersigned holds full and exclusive authority over all Board-level decisions and corporate governance matters.
RECITALS
The undersigned has reviewed the amended Bylaws and the Certificate of Determination designating Convertible X Preferred Stock, as filed or to be filed with the Securities and Exchange Commission.
| 1. | Sole Director Authority and Voting Control |
The undersigned confirms that he serves as the sole director of the Company and possesses full authority to act on behalf of the Board. All corporate actions, approvals, and governance matters requiring Board consent are hereby validly authorized by this Written Consent. The undersigned further acknowledges that the Company's capital structure includes preferred stock with super-voting rights, and that such governance structure has been reviewed and approved.
| 2. | Adoption of Bylaws |
The Bylaws of the Company, as presented, are hereby approved, adopted, and ratified in all respects and shall remain in full force and effect.
| 3. | Authorization of Convertible X Preferred Stock |
The designation of 1,000,000 shares of Convertible X Preferred Stock is hereby approved, including all rights, preferences, privileges, and limitations, including but not limited to conversion rights, voting rights on an as-converted basis, senior ranking, liquidation preference, and protective provisions.
| 4. | SEC Reporting and Disclosure |
The appropriate officers of the Company are authorized and directed to prepare and file a Current Report on Form 8-K, including disclosure under Items 3.03 and 5.03 and filing the Bylaws and Certificate of Determination as Exhibits 3.1 and 3.2.
| 5. | Authorization of Officers |
Any officer of the Company is authorized to take all actions necessary or desirable to carry out the intent of these resolutions.
| 6. | Ratification of Prior Actions |
All prior actions taken by the Company's officers or agents in connection with the foregoing matters are hereby ratified, confirmed, and approved.
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of the date first written above.
/s/ Nan Yang
Nan Yang Sole Director
Date: 4/20/2026
Exhibit 3.2
CERTIFICATE OF DETERMINATION
OF PREFERENCES OF
CONVERTIBLE X PREFERRED STOCK
(Convertible X Preferred Stock)
| OF |
GREEN STREAM HOLDINGS INC.
(a California Corporation)
Pursuant to the provisions of Sections 401 and 402 of the California Corporations
Code, the undersigned, being the duly authorized officer of Green Stream Holdings
Inc., a corporation organized and existing under the laws of the State of California (the “Corporation”), does hereby certify:
FIRST: The Articles of Incorporation of the Corporation authorize the issuance of preferred stock in one or more series and empower the Board of Directors of the Corporation (the “Board”) to fix, by resolution or resolutions, the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of preferred stock.
SECOND: The Board, pursuant to the authority conferred upon it by the Articles of
Incorporation and in accordance with the California Corporations Code, duly adopted resolutions on April 17, 2026 creating and designating a new series of preferred stock.
THIRD: The following resolutions were duly adopted by the Board:
RESOLVED, that pursuant to the authority vested in the Board by the Articles of Incorporation and the California Corporations Code, there is hereby created out of the authorized but unissued preferred stock of the Corporation a series consisting of 1,000,000 shares, designated as “Convertible X Preferred Stock” (also known as the “Convertible X Preferred Stock”), having the following rights, preferences, privileges, and limitations:
Section 1. Designation and Amount; Ranking
The series shall be designated as Convertible X Preferred Stock (the “Convertible X Preferred Stock”). The number of shares constituting the Convertible X Preferred Stock shall be 1,000,000. Each share shall have a par value of $0.001.
The Convertible X Preferred Stock shall rank senior to all classes or series of Common Stock and to all other preferred stock of the Corporation now or hereafter authorized, and junior only to all indebtedness of the Corporation (including secured and unsecured creditors).
Section 2. Voting Rights
Each share of Convertible X Preferred Stock shall entitle the holder thereof to vote on all matters submitted to a vote of the shareholders on an as-converted basis (into Common Stock), voting together with the Common Stock as a single class, unless a separate class vote is required by applicable law.
Section 3. Conversion Rights
Each share of Convertible X Preferred Stock shall be convertible, at the option of the holder, into 1,000,000 shares of the Corporation’s Common Stock (a fixed 1:1,000,000 conversion ratio). The conversion ratio is fixed and shall not be subject to adjustment for any reason whatsoever, including (without limitation) stock dividends, stock splits, combinations, recapitalizations, or reclassifications of the Common Stock.
The Convertible X Preferred Stock shall not be subject to dilution from the issuance of any additional equity securities of the Corporation and shall not be adversely affected by any reverse stock split, combination, or similar transaction involving the Common Stock.
Beneficial Ownership Limitation: Any holder of Convertible X Preferred Stock who is not a director of the Corporation may convert such shares only to the extent that, after giving effect to the conversion, such holder (together with its affiliates and
any persons acting as a group) would not beneficially own more than 9.9% of the
Corporation’s issued and outstanding Common Stock immediately after conversion.
All shares of Common Stock issued upon conversion shall be duly authorized, validly issued, fully paid, and non-assessable.
Section 4. Protective Provisions – Litigation Event
A “Litigation Event” means the commencement or threatened commencement of any lawsuit, arbitration, administrative action, or similar legal proceeding against the Corporation that could reasonably be expected to result in a material judgment, settlement, or disposition of assets.
Upon the occurrence of a Litigation Event, the Corporation shall not, without the affirmative approval of the holders of a majority of the outstanding shares of Convertible X Preferred Stock (voting as a separate class):
| (a) | Settle, compromise, or resolve such Litigation Event; |
| (b) | Sell, lease, transfer, license, or otherwise dispose of any material assets outside the ordinary course of business; |
| (c) | Incur any indebtedness outside the ordinary course of business; or |
| (d) | Issue any equity security senior to or on parity with the Convertible X Preferred Stock. |
Any transaction or series of related transactions resulting from a Litigation Event that disposes of all or substantially all of the assets of the Corporation (whether by settlement, judgment, receivership, or court order) shall constitute a Deemed Liquidation Event.
Section 5. Liquidation Preference
In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, or any Deemed Liquidation Event, the holders of Convertible X Preferred Stock shall be entitled to receive, prior and in preference to any distribution to the holders of Common Stock or any other equity securities, 100% of the remaining assets of the Corporation (whether in cash or in kind) after payment or provision for payment of all bona fide debts and liabilities. Such assets shall be distributed pro rata among the holders of Convertible X Preferred Stock.
Section 6. No Adverse Amendment
The Corporation shall not amend its Articles of Incorporation or Bylaws in any manner that would materially and adversely affect the rights, preferences, or privileges of the Convertible X Preferred Stock without the written consent of all of the outstanding shares of Convertible X Preferred Stock, voting or consenting as a separate class.
Section 7. No Redemption; Dividends
The Convertible X Preferred Stock is not redeemable. Dividends shall be payable only when and if declared by the Board of Directors.
FOURTH: All other provisions of the Articles of Incorporation and Bylaws of the
Corporation shall remain in full force and effect, except as modified by this Certificate of Determination.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Determination on [Insert Date].
GREEN STREAM HOLDINGS INC.
By: /s/ Nan Yang
Name: Nan Yang
Title: [President / Secretary / Authorized Officer]