Nextel Medical Corp 10-K, filed Aug 13, 2020
Nextel Medical Corp. (MAJI)
About this 10-K
Nextel Medical Corp filed this 10-K on August 13, 2020, covering the fiscal year ended April 30, 2020.
Headline figures
Fiscal year ended April 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $435.95K
- compared with a net loss of $125.16K a year earlier
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 CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 27-2616571 | |
|
(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
1700 Seventh Avenue, Suite 2300 Seattle, WA |
98101 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (425) 830-1192
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of each class)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
$0.001 Par Value
(Title of each class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. x Yes ¨ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes ¨ No
| |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ¨ Yes x No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer x | Smaller reporting company x |
|
Emerging growth company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
x Yes ¨ No
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act x
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
The aggregate market value of common equity held by non-affiliates of the Registrant, as of the last day of the Registrant’s second fiscal quarter, was approximately $63,705,734.
As at April 30, 2020, and August 7, 2020, there were 249,843,977 shares of common stock, par value $0.001, issued and outstanding.
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Table of Contents
| Page | ||
| PART I | ||
| Item 1. | Business. | 3 |
| Item 1A. | Risk Factors. | 4 |
| Item 1B. | Unresolved Staff Comments. | 4 |
| Item 2. | Properties. | 4 |
| Item 3. | Legal Proceedings. | 5 |
| Item 4. | Mine Safety Disclosures. | 5 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 6 |
| Item 6. | Selected Financial Data. | 7 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 7 |
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 10 |
| Item 8. | Financial Statements and Supplementary Data. | F-1 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 11 |
| Item 9A. | Controls and Procedures. | 11 |
| Item 9B. | Other Information. | 12 |
| PART III | ||
| Item 10. | Directors, Executive Officers, and Corporate Governance. | 13 |
| Item 11. | Executive Compensation. | 16 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 17 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. | 18 |
| Item 14. | Principal Accountant Fees and Services. | 19 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules. | 20 |
| 2 |
Cautionary Statement Regarding Forward Looking Statements
The discussion contained in this Annual Report on Form 10-K (“Annual Report”) contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases like “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “target,” “expects,” “management believes,” “we believe,” “we intend,” “we may,” “we will,” “we should,” “we seek,” “we plan,” the negative of those terms, and similar words or phrases. We base these forward-looking statements on our expectations, assumptions, estimates and projections about our business and the industry in which we operate as of the date of this Annual Report. These forward-looking statements are subject to a number of risks and uncertainties that cannot be predicted, quantified or controlled and that could cause actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Statements in this Annual Report describe factors, among others, that could contribute to or cause these differences. Actual results may vary materially from those anticipated, estimated, projected or expected should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect. Because the factors discussed in this Annual Report could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by us or on our behalf, you should not place undue reliance on any such forward-looking statement. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Annual Report or the date of documents incorporated by reference herein that include forward-looking statements.
PART I
Item 1. Business.
Corporate History
We were incorporated in the State of Nevada on April 28, 2010 under the name Norman Cay Development, Inc. From inception until September 1, 2011, we were an Exploration Stage company that had not commenced any operations. It was our initial intention to be an authorized retailer of wireless telephones and service plans with our initial operation in Michigan or elsewhere in the Midwest. Due to lack of cell phone and service plan sales, in September 2011, we abandoned the original business plan and began seeking out potential acquisition candidates in the mining industry.
On July 12, 2012, we changed the name of the Company from Norman Cay Development, Inc. to Discovery Gold Corporation (“DGC”) to better reflect the direction and business of the Company.
On September 2, 2011, as the result of a Share Exchange Agreement with Discovery Gold Corporation Ghana Limited, a company organized under the laws of the country of Ghana (“DGG”), we acquired 100% of DGG’s outstanding shares in exchange for a one-time payment of $100,000 and 17,500,000 newly-issued shares of restricted Common Stock of the Company. As a result of closing the Share Exchange Agreement, the Company acquired DGG as its wholly-owned subsidiary. The acquisition of DGG by the Company did not require Ghana government regulatory consent under the Mining Act or any other applicable legislation of Ghana. On February 23, 2015, the Company sold all issued and outstanding shares in DGG to James Clark, thereby disposing of the wholly-owned subsidiary.
The Company operated as an Exploration Stage company in Ghana involved in the examination and investigation of land that it believed contained valuable minerals, with the primary focus on gold. The Company unsuccessfully tried to raise capital in order to implement its business plan, and subsequently failed to file its reports to the Commission in a timely fashion. The Company terminated its registration with the Commission on May 1, 2015 by filing Form 15 12g-4(a)(2). Thereafter, the Company stopped filing required reports pursuant to Rules 13 and 15d of the Securities Act of 1934 (“Exchange Act”) and ceased operations.
On July 30, 2018, the Company filed Form 10-12g with the Commission disclosing that it was a shell company with no operations or assets seeking to acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Exchange Act.
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On June 20, 2019, GRN Funds, LLC, a Washington limited liability company, and its manager and Chief Executive Officer, Justin Costello, purchased a total of 139 million shares of the Registrant’s common stock representing 55.65% of the issued and outstanding shares, in a private transaction with Stephen Flechner and David Cutler. As a result of the closing of the transaction on June 25, 2019, GRN Funds, LLC and Mr. Costello acquired a majority of the issued shares eligible to vote. The total purchase price of $300,000 was paid by GRN Funds, LLC. As a condition to the closing of the transaction, the Registrant’s Directors Mr. Stephen Flechner and Mr. Ralph Shearing resigned, and Mr. Flechner resigned as Chief Executive Officer and President, and Mr. Justin Costello was concurrently named Director of the Registrant, President and Chief Executive Officer. As of the date of this filing, the Company has not commenced operations and remains a shell company.
On July 16, 2019, the Company’s Board of Directors met and unanimously approved a resolution recommending an amendment to the Company’s articles of incorporation to change the name of the Company to GRN Holding Corporation, and to file a Corporate Action Notification Form with FINRA to formally change the Company’s name and trading symbol. The Board of Directors thereafter called for and convened a special meeting of the stockholders. On July 16, 2019, stockholders beneficially owning a majority of the shares eligible to vote consented to the amendment of the Company’s articles of incorporation to change its name to GRN Holding Corporation and authorized the filing of a Corporate Action Notification Form with FINRA to formally change the Company’s name and trading symbol.
On August 19, 2019, the Company filed a formal amendment to its articles of incorporation with the Nevada Secretary of State formally changing its name to GRN Holding Corporation. On November 5, 2019, FINRA notified the Company of its processing and completion of the Corporate Action Notification Form to change the Company’s name to GRN Holding Corporation, and the concurrent issuance of the new trading symbol “GRNF” that is currently listed on the OTC Markets.
During the period October 2019 through January 2020, we entered into various non-binding letters of intent to potentially acquire Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC, Sunshine Hemp, Inc., and Squad Drone, Inc . The closing of these transactions are subject to our execution of material definitive agreements containing comprehensive terms and conditions, which have not yet occurred .
Our non-binding letters of intent, and corresponding pending material definitive agreements with Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, Soulshine CBD, Inc., One Source CBD and Sunshine Hemp, Inc. are related party transactions in that Mr. Justin Costello, our sole director, officer and manager of our majority shareholder, GRN Funds, LLC, is an affiliate, shareholder, owner or manager of each respective entity.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.W., Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site, www.sec.gov.
Item 1A. Risk Factors.
Not applicable.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
The Company currently uses office space provided gratis by GRN Funds, LLC, located at 1700 Seventh Avenue, Ste. 2300, Seattle, WA 98101 as our corporate headquarters. The office space is not subject to a lease. As of the date of this Annual Report, we have not sought to move or change our office site. Additional space may be required as we expand our operations. We currently do not own any real property.
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Item 3. Legal Proceedings.
As of the year ended April 30, 2020, and to date the following are pending material litigations involving claims exceeding $5,000, that individually or in the aggregate, involves the Company, or any of its directors, officers or affiliates:
1) Dean Huge vs. Orlando Birgrager, Erik Blum, BBVI Consulting, SA, Weiser Global Capital Markets, Ltd., GRN Holding Corporation. Case No. A-20-814980-C; District Court for Nevada, Clark County. This action seeks damages by plaintiff Huge against BBVI, Blum and Weiser for breach of contract having to do with a private stock sale. The Company is named, but no allegations are made against the Company in the complaint, nor is there any prayer for relief that seeks legal damages or costs against the Company that could reasonably be calculated as a contingent liability at this time. The Company expects this case to be dismissed without any damages against it.
2) CCSAC, Inc., a California corporation and CANN Distributors, Inc., a California corporation vs. Pacific Banking Corp., a Washington corporation, Justin Costello, an individual and GRN Funds, LLC, a Washington limited liability company. Case No. 20-cv-02102, filed in the U.S. District Court for the Northern District of California. This case involves claims of plaintiff CCSAC and CANN against Pacific Banking Corp. for breach of contract whereby Pacific Banking Corp. was obligated to (1) make certain tax payments on behalf of plaintiffs; (2) pay certain vendors; and, (3) make timely payroll payments. Plaintiff alleges that: (a) it transferred $2.8 million dollars to Pacific Banking Corp. for these purposes pursuant to contract; (b) Pacific Banking Corp. transferred the funds to GRN Funds, LLC; and (c) defendant Pacific Banking Corp. failed to make the necessary payments under contract, provide a reconciliation, or account for the funds. Defendant GRN Funds, LLC is the majority stockholder of the Company. Justin Costello, the Company’s officer and director is the manager of GRN Funds, LLC. Aside from breach of contract, plaintiffs seek damages for negligence, fraud, declaratory relief/indemnification and an injunction. Plaintiffs seek $2.8 million in compensatory damages. Plaintiffs also pray for punitive damages. Counsel for defendants filed motions to dismiss for lack of subject-matter and personal jurisdiction and for lack of adequate process. Given the early stages of litigation, with pending motions and without the defendants having formally appeared, we are unable to reasonably ascertain what amount of contingent liability, if any, may be attributable to GRN Funds, LLC or Mr. Costello as a result of this action.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market for Common Equity and Related Stockholder Matters
Our Common Stock is not traded on a national securities exchange. Our common stock is listed on the OTC Markets Pink Sheet trading tier under the trading symbol “GRNF.”
| High | Low | |||||||||
| Year ended April 30, 2019 | ||||||||||
| 1st Quarter | $ | 0.0048 | $ | 0.0016 | ||||||
| 2nd Quarter | 0.0075 | 0.0018 | ||||||||
| 3rd Quarter | $ | 0.0059 | $ | 0.003 | ||||||
| 4th Quarter | $ | 0.0059 | $ | 0.003 | ||||||
Year ended April 30, 2020 | ||||||||||
| 1st Quarter | $ | 0.53 | $ | 0.003 | ||||||
| 2nd Quarter | $ | 1.95 | $ | 0.43 | ||||||
| 3rd Quarter | $ | 0.93 | $ | 0.44 | ||||||
| 4th Quarter | $ | 0.84 | $ | 0.14 | ||||||
Record Holder
As of April 30, 2020, we had 249,843,977 shares of Common Stock outstanding and held of record by 26 stockholders. Within the holders of record of our Common Stock are depositories such as Cede & Co. that hold shares of stock for brokerage firms, which, in turn, hold shares of stock for beneficial owners. On August 7, 2020, the closing price of our Common Stock on OTCQB was $0.35 per share.
Dividends
We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Securities Authorized for Issuance Under Equity Compensation Plans.
As of April 30, 2020, we did not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
Stock Transfer Agent
Our stock transfer agent is Action Stock Transfer Company, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121, telephone: (801) 274-1088.
Repurchase of Equity Securities by the Company and Affiliated Purchasers
None.
Recent Sales of Unregistered Securities
None.
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Item 6. Selected Financial Data.
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with the financial statements and notes thereto, and other financial information included elsewhere in this Annual Report. This report contains forward-looking statements that involve risks and uncertainties. Actual results in future periods may differ materially from those expressed or implied in such forward-looking statements as a result of a number of factors.
Overview
The Company was incorporated in the State of Nevada on April 28, 2010 with an intention to be an authorized retailer of wireless telephones and service plans with initial operation in Michigan or elsewhere in the Midwest. From 2011 to 2015, the Company operated as an exploratory stage mining company focused on developing operations in Ghana. The Company unsuccessfully tried to raise capital in order to implement its business plan, and subsequently failed to file its reports to the Commission in a timely fashion. The Company terminated its registration with the Commission on May 1, 2015 by filing Form 15 12g-4(a)(2). Thereafter, the Company stopped filing required reports pursuant to Rules 13 and 15d of the Securities Act of 1934 (“Exchange Act”).
On July 30, 2018, the Company filed Form 10-12g with the Commission disclosing that it was a shell company seeking to acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Exchange Act.
On June 20, 2019, GRN Funds, LLC, a Washington limited liability company, and its manager and Chief Executive Officer, Justin Costello, purchased a total of 139 million shares of the Registrant’s common stock representing 55.65% of this issued and outstanding shares, in a private transaction with Stephen Flechner and David Cutler. As a result of the closing of the transaction on June 25, 2019, GRN Funds, LLC and Mr. Costello acquired a majority of the issued shares eligible to vote. The total purchase price of $300,000 was paid by GRN Funds, LLC. As a condition to the closing of the transaction, the Registrant’s Directors Mr. Stephen Flechner and Mr. Ralph Shearing resigned, and Mr. Flechner resigned as Chief Executive Officer and President, and Mr. Justin Costello was concurrently named Director of the Registrant, President and Chief Executive Officer. As of the date of this filing, the Company has no current business operations.
During the period October 2019 through January 2020, we entered into various non-binding letters of intent to potentially acquire Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC, Sunshine Hemp, Inc., and Squad Drone, Inc. The closing of these transactions are subject to our execution of material definitive agreements containing comprehensive terms and conditions, which have not yet occurred .
Our non-binding letters of intent, and corresponding pending material definitive agreements with Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, Soulshine CBD, Inc., One Source CBD and Sunshine Hemp, Inc. are related party transactions in that Mr. Justin Costello, our sole director, officer and manager of our majority shareholder, GRN Funds, LLC, is an affiliate, shareholder, owner or manager of each respective entity. The approximate dollar amount involved in each transaction, and Mr. Costello’s corresponding interests, are unknown as of the date of this filing, as each transaction is pending completion and execution of material definitive agreements.
Critical Accounting Policies, Estimates and New Accounting Pronouncements
Management's discussion and analysis of its financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. At each balance sheet date, management evaluates its estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The estimates and critical accounting policies that are critical in fully understanding and evaluating our financial condition and results of operations include those stated in the notes to our accompanying financial statements.
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COVID-19
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency in response to a new strain of a coronavirus (the “COVID-19 outbreak”). In June 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation and its effects on the Company’s industry, financial condition, liquidity, and operations. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. However, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2020.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we had negative cash flows from operations of $169,731 for the twelve months ended April 30, 2020 and $9,297 in 2019. These conditions raise substantial doubt as to our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Revenue Recognition
The Company plans to account for revenue under ASC Topic 606, Revenue Recognition, which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services as follows:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract(s)
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
At this time, we have not identified specific planned revenue streams. During the years ended April 30, 2020 and 2019, we did not recognize any revenue.
Income Taxes
We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the year ended April 30, 2020 and 2019, due to cumulative losses, we recorded a valuation allowance against our deferred tax asset that reduced our income tax benefit for the period to zero. As of April 30, 2020, and 2019, we had no liabilities related to federal or state income taxes and the carrying value of our deferred tax asset was zero.
Loss Contingencies
Consistent with ASC 450-20-50-1C, if the Company determines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the balance sheet. If the Company determines that such an estimate cannot be made, the Company's policy is to disclose a demonstration of its attempt to estimate the loss or range of losses before concluding that an estimate cannot be made, and to disclose it in the notes to the financial statements under Contingent Liabilities.
Net Income (Loss) Per Common Share
We report net income (loss) per common share in accordance with ASC 260, “Earnings per Share.” This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.
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Related Party Transactions
We follow ASC subtopic 850-10, “Related Party Transactions,” for the identification of related parties and disclosure of related party transactions.
Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Material related party transactions are required to be disclosed in the financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Result of Operations – Comparison of Years Ended April 30, 2020 versus 2019
General and administrative expenses
Our general and administrative expenses were $467,862 for the twelve months ended April 30, 2020, versus $125,164 for the same period in 2019. The principal difference for the increase of $342,698 is due to increases in investor relations, accounting, professional and legal fees.
Liquidity and Capital Resources
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income and for the year ended April 30, 2020, we reported a net loss of $435,950 and an accumulated deficit of $9,083,046 as of April 30, 2020. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.
Our primary internal sources of liquidity were provided by loans and notes payable to a related party of $72,090 and $174,884 for April 30, 2020, respectively, as compared to $77,218 and $7,697 for April 30, 2019, an increase of $162,059. We have, during the period ended April 30, 2020, relied upon related party loans and notes payable to fund our operations. Our ability to rely upon internal financing to fund operations is not guaranteed, and this may limit our ability to secure future funding. The lack of available loans and notes payable which is reasonably likely to result in our liquidity decreasing in a material way. We intend to continue to use loans and other forms of financing such as the sale of additional equity and debt securities and other credit facilities to conduct our ongoing business, and to also conduct strategic business development and implementation of our business plans generally.
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Operating Activities
For the year ended April 30, 2020 and 2019, the Company used cash for operating activities of $169,731 and $9,297, respectively. Operating activities consist of professional fees including legal, accounting, consulting and investor relations. Increases are due primarily to increases in professional fees. During year ended April 30, 2020, the Company had a net loss of $435,950 and gain on settlement of liabilities of $32,381. These operating outflows are further offset by stock issued for compensation of $65,999, decrease in prepaid expenses of $19,422 and increase in accounts payable and accruals of $213,179. During year ended April 30, 2019, the Company had a net loss of $125,164 offset by increase in accounts payable and accruals of $46,102 and increase in accruals of $69,765.
We have not established operations and will be dependent upon obtaining financing to pursue any future extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Investing Activities
For the years ended April 30, 2020 and 2019, net cash used in investing activities was $0 and $0 respectively.
Financing Activities
For the years ended April 30, 2020 and 2019, financing activities were a source of cash of $169,731and $7,708, respectively. For the year ended April 30, 2020 the Company had inflow from related party advances of $176,116, offset by repayments on note payable of $6,374 and repayments on bank overdrafts of $11. For the year ended April 30, 2019, related party advances were 7,697 and fees drawn in excess of bank balance was 11.
We currently do not have sufficient cash and liquidity to meet our anticipated working capital for the next twelve months. To date, we have financed our operations primarily through proceeds from the issuance of notes payable to a related party. If we fail to implement our business plans, or our currently pending acquisitions do not close as planned, and we are not able to achieve profitable operations at some point in the future, we may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our business development plans. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
N/A
| 10 |
Item 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
GRN Holding Corporation
Seattle, WA
Opinion on the Financial Statements
We have audited the accompanying balance sheets of GRN Holding Corporation (the “Company”) as of April 30, 2020 and 2019, the related statements of operations, changes in shareholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Consideration of the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses since inception, has accumulated a significant deficit, has negative cash flows from operations, and currently has no revenues. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Pinnacle Accountancy Group of Utah, a DBA of Heaton & Co., PLLC
We have served as the Company’s auditor since 2018.
Farmington, UT
August 13, 2020
| F-1 |
GRN HOLDING CORPORATION
BALANCE SHEETS
AS OF APRIL 30, 2020 AND 2019
APRIL 30, | ||||||||
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | — | $ | — | ||||
| Prepaid Expenses | 58,265 | — | ||||||
| Total Current Assets | 58,265 | — | ||||||
| Total Assets | $ | 58,265 | $ | — | ||||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Fees Drawn in Excess of Bank Balance | $ | — | $ | 11 | ||||
| Accounts Payable and Accruals | 197,802 | 129,360 | ||||||
| Accruals - Related Parties | — | 77,218 | ||||||
| Note Payable | 72,090 | — | ||||||
| Loans - Related Parties | 174,884 | 7,697 | ||||||
| Total Current Liabilities | 444,776 | 214,286 | ||||||
| Total Liabilities | 444,776 | 214,286 | ||||||
| Shareholders' Deficit | ||||||||
| Preferred Stock, $0.001 par value, 10,000,000 authorized | — | — | ||||||
| none issued and outstanding | ||||||||
| Common Stock, $0.001 par value, 250,000,000 authorized, | ||||||||
| 249,843,977 and 249,777,311 issued and outstanding, respectively | 249,844 | 249,777 | ||||||
| Additional Paid in Capital | 8,446,691 | 8,183,033 | ||||||
| Accumulated Deficit | (9,083,046 | ) | (8,647,096 | ) | ||||
| Total Shareholders' Deficit | (386,511 | ) | (214,286 | ) | ||||
| Total Liabilities and Shareholders' Deficit | $ | 58,265 | $ | — | ||||
The accompanying notes are an integral part of these audited financial statements
| F-2 |
GRN HOLDING CORPORATION
STATEMENTS OF OPERATIONS
AS OF APRIL 30, 2020 AND 2019
| FOR THE YEARS ENDED | ||||||||
| APRIL 30, | ||||||||
| 2020 | 2019 | |||||||
| REVENUE | $ | — | $ | — | ||||
| EXPENSES | ||||||||
| General and administrative expenses | 467,862 | 125,164 | ||||||
| Total Expenses | 467,862 | 125,164 | ||||||
| OPERATING LOSS | (467,862 | ) | (125,164 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Gain on settlement of liabilities | 32,381 | — | ||||||
| Interest expense | (469 | ) | — | |||||
| Total Other Income | 31,912 | — | ||||||
| LOSS BEFORE TAXES | (435,950 | ) | (125,164 | ) | ||||
| TAXES | — | — | ||||||
| NET LOSS | (435,950 | ) | (125,164 | ) | ||||
| Net Loss per Common Share: Basic and Diluted | $ | (0.00 | ) | (0.00 | ) | |||
| Weighted Average Common Shares Outstanding: Basic and Diluted | 249,803,358 | 249,777,311 | ||||||
The accompanying notes are an integral part of these audited financial statements
| F-3 |
| GRN HOLDING CORPORATION | ||||||||||||||||||||
| STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT | ||||||||||||||||||||
| Additional | ||||||||||||||||||||
| Common Shares | Paid-In | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance at April 30, 2018 | 249,777,311 | $ | 249,777 | $ | 8,183,033 | $ | (8,521,932 | ) | $ | (89,122 | ) | |||||||||
| Net loss for the year | — | — | — | (125,164 | ) | (125,164 | ) | |||||||||||||
| Balance at April 30, 2019 | 249,777,311 | 249,777 | 8,183,033 | (8,647,096 | ) | (214,286 | ) | |||||||||||||
| Capital contributions by | ||||||||||||||||||||
| previous principal shareholders | — | — | 111,579 | — | 111,579 | |||||||||||||||
| Forgiveness of related party debt | — | — | 86,147 | — | 86,147 | |||||||||||||||
| Stock issued as compensation | 66,666 | 67 | 65,932 | — | 65,999 | |||||||||||||||
| Net loss for the year | — | — | — | (435,950 | ) | (435,950 | ) | |||||||||||||
| Balance at April 30, 2020 | 249,843,977 | $ | 249,844 | $ | 8,446,691 | $ | (9,083,046 | ) | $ | (386,511 | ) | |||||||||
| ||||||||||||||||||||
The accompanying notes are an integral part of these audited financial statements
| F-4 |
GRN HOLDING CORPORATION
STATEMENTS OF CASH FLOWS
AS OF APRIL 30, 2020 AND 2019
FOR THE YEARS ENDED | ||||||||
| APRIL 30, | ||||||||
| 2020 | 2019 | |||||||
| Cash Flows (Used In) Operating Activities: | ||||||||
| Net Loss | $ | (435,950 | ) | $ | (125,164 | ) | ||
| Adjustments to reconcile net loss to | ||||||||
| net cash used in operating activities: | ||||||||
| Gain on settlement of liabilities | (32,381 | ) | — | |||||
| Stock issued for compensation | 65,999 | — | ||||||
| Changes in working capital items: | ||||||||
| Prepaid expenses | 19,422 | |||||||
| Accounts payable and accruals | 213,179 | 46,102 | ||||||
| Accruals - related parties | — | 69,765 | ||||||
| Net Cash (Used In) Operating Activities | (169,731 | ) | (9,297 | ) | ||||
| Cash Flows From (Used In) Investing Activities: | — | — | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Fees drawn in excess of bank balance | (11 | ) | 11 | |||||
| Repayment of note payable | (6,374 | ) | ||||||
| Advances from loans - related parties | 176,116 | 7,697 | ||||||
| Net Cash From Financing Activities | 169,731 | 7,708 | ||||||
| Net Change in Cash: | — | (1,589 | ) | |||||
| Beginning Cash | — | 1,589 | ||||||
| Ending Cash | $ | — | $ | — | ||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid for interest: | $ | 469 | $ | — | ||||
| Cash paid for tax: | $ | — | $ | — | ||||
| Supplemental Disclosures of Non-Cash Financing Activities | ||||||||
| Forgiveness of related party debt | $ | 86,147 | $ | — | ||||
| Capital contributions by previous principal shareholders paid directly to vendors | $ | 111,579 | $ | — | ||||
| Directors’ and officers’ liability insurance note payable | $ | 77,687 | $ | — | ||||
The accompanying notes are an integral part of these audited financial statements
| F-5 |
GRN HOLDINGS CORPORATION
NOTES TO AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2020 AND 2019
NOTE 1: DESCRIPTION OF BUSINESS
GRN Holding Corporation, a Nevada corporation, (“GRN,” “the Company,” “We," "Us" or “Our’) is a publicly-quoted shell company seeking to create value for its shareholders by pursuing acquisitions, mergers and business combinations.
On June 20, 2019, GRN Funds, LLC, a Washington limited liability company, and its manager and Chief Executive Officer, Justin Costello, purchased a total of 139 million shares of the Company’s common stock representing 55.65% of its issued and outstanding shares, in a private transaction with Stephen Flechner and David Cutler. As a result of the closing of the transaction on June 25, 2019, GRN Funds, LLC and Mr. Costello acquired a majority of the issued shares eligible to vote. As a condition to the closing of the transaction, the Company’s Directors Mr. Stephen Flechner and Mr. Ralph Shearing resigned, and Mr. Flechner resigned as Chief Executive Officer and President, and Mr. Justin Costello was concurrently named Director of the Company, President and Chief Executive Officer. As a term and condition of the transaction, Messrs. Flechner and Cutler agreed to satisfy Company outstanding liabilities totaling $111,579 and forgive outstanding liabilities of $86,147.
On July 16, 2019, the Board of Directors met and unanimously approved a resolution recommending an amendment to the Company’s articles of incorporation to change the name of the Company to GRN Holding Corporation, and to file a Corporate Action Notification Form with FINRA to formally change the Company’s name and trading symbol. The Board of Directors thereafter called for and convened a special meeting of the stockholders. On July 16, 2019, stockholders beneficially owning a majority of the shares eligible to vote consented to the amendment of the Company’s articles of incorporation to change its name to GRN Holding Corporation and authorized the filing of a Corporate Action Notification Form with FINRA to formally change the Company’s name and trading symbol.
On August 19, 2019, the Company filed a formal amendment to its articles of incorporation with the Nevada Secretary of State formally changing its name to GRN Holding Corporation.
On October 17, 2019, the Company entered into an executive employment agreement with Justin Costello to secure his services as President, Secretary, Treasurer and Director of the Company. The term of the agreement is for one year, which automatically renews for one-year terms. Mr. Costello agreed to an annual salary of $1.00.
On November 5, 2019, FINRA notified the Company of its processing and completion of the Corporate Action Notification Form to change the Company’s name to GRN Holding Corporation, and the concurrent issuance of the new trading symbol: “GRNF” that is currently listed on the OTC Markets.
NOTE 2. GOING CONCERN
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income. For the year ended April 30, 2020, we reported a net loss of $435,950, and had an accumulated deficit of $9,083,046 as of April 30, 2020. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives. The COVID-19 pandemic could have an impact on our ability to obtain financing to fund operations. The Company is unable to predict the ultimate impact at this time. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.
| F-6 |
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied. The Company has elected an April 30 year-end. The Company has not earned any revenue to date.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of April 30, 2020, and 2019, our cash balance was $0.
Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.
Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.
Our financial instruments consist of bank overdraft, prepaid expenses, accounts payable, accrued expenses - related parties, note payable and loans – related parties. The carrying amount of our bank overdraft, prepaid expenses, accounts payable, accrued expenses- related parties, note payable and loans payable – related party approximates their fair values because of the short-term maturities of these instruments
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 6, 8 and 11 below for details of related party transactions in the period presented.
| F-7 |
Income Taxes
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. Once we establish revenue-generating activities, likely through acquisition of an operating company, we intend to apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfills our obligations under each of our agreements:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract(s)
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
At this time, we have not identified specific planned revenue streams.
During the years ended April 30, 2020 and 2019, we did not recognize any revenue.
Advertising Costs
We expense advertising costs when advertisements occur. No advertising costs were incurred during the years ended April 30, 2020 or 2019.
Stock-Based Compensation
The cost of equity instruments issued to non-employees in return for goods and services is measured by the fair value of the equity instruments issued. Measurement date for non-employees is the grant date of the stock-based compensation. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.
Net Loss per Share Calculation
Basic net loss per common share ("EPS") is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
No potentially dilutive debt or equity instruments were issued or outstanding during the years ended April 30, 2020 and 2019
Recently-Issued Accounting Pronouncements
We have reviewed all the recently-issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
| F-8 |
NOTE 4. PREPAID EXPENSES
As of April 30, 2020, and 2019, our balance of prepaid expenses was $58,265 and $0, respectively.
Effective February 5, 2020, we entered into financing agreement to purchase a Directors’ and Officers’ insurance policy at a projected annual cost of $75,809, excluding finance costs. We accounted for this transaction by amortizing the anticipated annual cost of the policy on a straight-line basis over the anticipated one-year life of the policy.
As further disclosed in Note 13 Subsequent Events below, on consideration, management decided not to maintain the policy in force and the policy was cancelled for non-payment effective May 11, 2020.
NOTE 5. ACCOUNTS PAYABLE AND ACCRUALS
As April 30, 2020 and 2019, our balance of accounts payable and accruals was $197,802 and $129,360, respectively.
Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to satisfy outstanding accounts payable totaling $111,579 by way of capital contributions to the Company. These capital contributions have been recognized in additional paid in capital. Contemporaneously with these payments, creditors who were owed a total of $125,000 agreed to accept payment of $92,619 in full and final of their liabilities. Accordingly, we recognized a gain of $32,381 on the settlement of these liabilities as other income.
As of April 20,2020, the balance of accounts payable and accruals related primarily to legal fees and a deposit for our Directors’ and Officers’ insurance policy.
NOTE 6. ACCRUALS - RELATED PARTIES
As April 30, 2020 and 2019, our balance of accrual – related parties was $0 and $77,218, respectively.
Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to settle the entire outstanding balance of accruals – related parties. The forgiveness of accruals-related parties of $77,218 has been recognized in additional paid in capital.
NOTE 7. NOTE PAYABLE
Effective February 5, 2020, we entered into a financing agreement to purchase a Directors’ and Officers’ insurance policy. The policy was set to expire in February 2021. Under the terms of the financing agreement, we were required to make 9 monthly payments of $6,374 commencing March 3, 2020.
As of April 30, 2020, we had made a single payment of $6,374 under the terms of this agreement. Total outstanding balance on the debt at April 30, 2020 was $72,090. During the year ended April 30, 2020, total interest paid on the note was $469.
As further disclosed in Note 13 Subsequent Events below, on consideration, management decided not to maintain the policy in force and the policy was cancelled for non-payment effective May 11, 2020 and no further payments have been made under this finance agreement. The financing agreement terminated upon the Company’s decision to cancel the policy, and the Company incurred no fees or penalties in connection with the cancellation of the financing agreement.
| F-9 |
NOTE 8. LOANS - RELATED PARTIES
As of April 30, 2020, and 2019, our balance of loans – related parties was $174,884 and $7,697, respectively.
Between May 1, 2019 and June 25, 2019, one of our former principal shareholders advanced to us $1,232 to fund our working capital needs
Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to forgive the total balance of loans - related parties of $8,929. The forgiveness of the balance of $8,929 has been recognized in additional paid in capital.
During the period from June 26, 2019 to April 30, 2020, our new principal shareholder, GRN Funds, LLC, advanced $174,884 to us by way of loan to fund our working capital requirements. The loan is unsecured, interest free and due on demand.
NOTE 9. INCOME TAXES
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affect fiscal 2018, including, but not limited to requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years. The Tax Act also establishes new tax laws that will affect 2018 and later years, including, but not limited to, a reduction of the U.S. federal corporate tax rate from 34% to 21%, a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries, net operating loss deduction limitations, a base erosion, anti-tax abuse tax and a deduction for foreign-derived intangible income and a new provision designed to tax global intangible low-taxed income.
We did not provide any current or deferred US federal income tax provision or benefit for the years ended April 30, 2020 or 2019, as we incurred tax losses during both periods When it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended April 30, 2020 or 2019 as defined under ASC 740, "Accounting for Income Taxes." We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.
The provision for income taxes differs from the amount computed by applying the statutory federal and state income tax rates of 21% and 5%, respectively, to income before provision for income taxes.
The deferred tax asset and valuation account are as follows:
| Year Ended April 30, 2020 | Year Ended April 30, 2019 | |||||||
| NOL Carryforward | $ | 2,267,700 | $ | 2,154,400 | ||||
| Valuation Allowance | (2,267,700 | ) | (2,154,400 | ) | ||||
| Net Deferred Tax Asset | $ | — | $ | — | ||||
| F-10 |
A reconciliation of the income taxes computed at the statutory rate is as follows:
| Year Ended April 30, 2020 | Year ended April 30, 2019 | |||||||
| Tax credit at statutory rate (26%) | $ | 113,300 | $ | 32,500 | ||||
| Increase in valuation allowance | (113,300 | ) | (32,500 | ) | ||||
| Net deferred tax assets | $ | — | $ | — | ||||
The change in valuation allowance for the years ended April 30, 2020 and 2019 was approximately $113,300 and $32,393, respectively.
As of April 30, 2020, the Company had a federal net operating loss carryforward of approximately $8,722,100. The annual offset of this carryforward loss against any future taxable profits will be substantially limited under the provisions of Internal Revenue Code Section 381 due to the change in control that took place in the year ended April 30, 2020.
NOTE 10. COMMITMENTS & CONTINGENCIES
Legal Proceedings
As of the year ended April 30, 2020, and to date the following are pending material litigations involving claims exceeding $5,000, that individually or in the aggregate, involves the Company, or any of its directors, officers or affiliates:
1) Dean Huge vs. Orlando Birgrager, Erik Blum, BBVI Consulting, SA, Weiser Global Capital Markets, Ltd., GRN Holding Corporation. Case No. A-20-814980-C; District Court for Nevada, Clark County. This action seeks damages by plaintiff Huge against BBVI, Blum and Weiser for breach of contract having to do with a private stock sale. The Company is named, but no allegations are made against the Company in the complaint, nor is there any prayer for relief that seeks legal damages or costs against the Company that could reasonably be calculated as a contingent liability at this time. The Company expects this case to be dismissed without any damages against it that would result in a reasonably determinable and reportable contingent liability.
2) CCSAC, Inc., a California corporation and CANN DISTRIBUTORS, INC., a California corporation vs. PACIFIC BANKING CORP., a Washington corporation, JUSTIN COSTELLO, an individual and GRN FUNDS, LLC, a Washington limited liability company. Case No. 20-cv-02102, filed in the U.S. District Court for the Northern District of California. This case involves claims of plaintiff CCSAC and CANN against Pacific Banking Corp. for breach of contract whereby Pacific Banking Corp. was obligated to (1) make certain tax payments on behalf of plaintiffs; (2) pay certain vendors; and, (3) make timely payroll payments. Plaintiff alleges that: (a) it transferred $2.8 million dollars to Pacific Banking Corp. for these purposes pursuant to contract; (b) Pacific Banking Corp. transferred the funds to GRN Funds, LLC, the majority stockholder of the Company, and its sole manager, Justin Costello, the Company’s sole officer and director; and (c) defendant Pacific Banking Corp. failed to make the necessary payments under contract, provide a reconciliation, or account for the funds. Aside from breach of contract, plaintiffs seek damages for negligence, fraud, declaratory relief/indemnification and an injunction. Damages requested by the plaintiffs include compensatory damages of $2.8 million. Plaintiffs also pray for punitive damages. Counsel for defendants filed motions to dismiss for lack of subject-matter and personal jurisdiction and for lack of adequate process. Given the early stages of litigation. We are not able to reasonably determine of what amount of reportable contingent liability, if any, may be attributable to GRN Funds, LLC or Mr. Costello as a result of this action. Mr. Costello is our sole director and officer. He is also the manager of GRN Funds, LLC, our majority shareholder, and is an affiliate and owner of Pacific Banking Corp.
We were not subject to any pending material legal proceedings for the years ended April 30, 2020 and 2019 that are likely to result in a reasonably determinable and reportable contingent liability.
Contractual Obligations
On October 17, 2019, the Company entered into an executive employment agreement with Justin Costello, its sole director and president, secretary and treasurer, for a term of one year, which automatically renews for consecutive one year terms, with an annual salary of $1.00.
On October 21, 2019, the Company retained Nancy Norton as legal counsel. The contract is terminable at will. The Company agreed to pay an annual salary of $135,000.
| F-11 |
NOTE 11. SHAREHOLDERS’ DEFICIT
Preferred Stock
As of April 30, 2020, and 2019, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001.
As of April 30, 2020, and 2019, no shares of preferred stock were issued and outstanding.
Common Stock
As of April 30, 2020, and 2019, we were authorized to issue 250,000,000 shares of common stock with a par value of $0.001.
On December 9, 2019, the Company issued 66,666 shares of common stock in stock compensation for services at $65,999.
As of April 30, 2020, and 2019, 249,843,977 and 249,777,311 shares of common stock were issued and outstanding, respectively.
Additional Paid in Capital
Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to satisfy outstanding accounts payable by way of capital contributions to the Company totaling $111,579.
In addition, effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to forgive accruals-related parties of $77,218 and loans-related parties of $8,829. The total forgiveness of $86,147 related party debt has been recognized in additional paid in capital.
NOTE 12. SUBSEQUENT EVENTS
On consideration, management decided not to maintain coverage under the Directors’ and Officers’ insurance policy entered into effective February 5, 2020 and accordingly the policy was cancelled for non-payment effective May 11, 2020. The financing agreement terminated upon the Company’s decision to cancel the policy, and the Company incurred no fees or penalties in connection with the cancellation of the financing agreement.
The Company otherwise evaluated subsequent events after April 30, 2020, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no additional subsequent events for which disclosure is required.
| F-12 |
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that information is accumulated and communicated to the Company's management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, the Company’s Chief Executive Officer, and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the fiscal year ended April 30, 2020. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting identified below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect the Company’s transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of the Company’s financial statements and that receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2020. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). This evaluation was conducted by the Company’s chief executive officer, and chief financial officer. Based on its assessment, the Company’s management believes that, as of April 30, 2020, the Company’s internal control over financial reporting was not effective based on those criteria, due to material weaknesses resulting from not having an Audit Committee or financial expert on our Board of Directors and our failure to maintain appropriate cash controls and implement appropriate information technology controls.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of April 30, 2020, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.
| 10 |
| i. | We do not have an Audit Committee – While not being legally obligated to have an Audit Committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities. |
| ii. | We did not maintain appropriate cash controls – As of April 30, 2020, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts. |
| iii. | We did not implement appropriate information technology controls – As at April 30, 2020, the Company retains copies of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors. |
Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. Notwithstanding the weakness, the management does not believe that the weakness had any effect on the accuracy of the Company’s financial statements for the current reporting period.
In order to mitigate this material weakness to the fullest extent possible, the Company’s Chief Executive Officer and Chief Financial Officer have been holding regular Board meetings to keep the Board members current on all issues.
We believe that the foregoing steps will remediate the significant deficiency identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.
This Annual Report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.
Changes in Internal Control over Financial Reporting
No changes in the Company's internal control over financial reporting have come to management's attention during the Company's last fiscal quarter that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting.
Item 9B. Other Information.
None.
| 11 |
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth the names and ages of our directors and executive officers:
| Name | Age | Position with the Company | Term | |||
| Stephen E. Flechner(1) | 76 | Chief Executive Officer, President and Director | April 19, 2012 - June 25, 2019 | |||
| Ralph Shearing(1) | 62 | Director | February 23, 2017 - June 25, 2019 | |||
| Justin Costello(2) | 39 | Chief Executive Officer, President and Director | June 25, 2019 - present |
The board of directors has no nominating, audit or compensation committee at this time.
(1) On June 25, 2019, directors Stephen Flechner and Ralph Shearing resigned as Directors. Neither Mr. Flechner nor Mr. Shearing held positions on any committee of the Board of Directors at the time of their respective resignations. Their respective resignations were not the result of any disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices.
(2) On June 25, 2019, the Registrant appointed Justin Costello, age 38, Director, President and Chief Executive Officer.
Term of Office
Each of our directors is appointed to hold office until the next annual meeting of our shareholders or until his respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our board of directors and hold office until removed by the board of directors or until their resignation.
Background and Business Experience
The business experience during the past five years of the persons listed above as an Officer or Director of the Company either presently or during the year ended April 30, 2020 is as follows:
STEPHEN FLECHNER was appointed as President, Chief Executive Officer and director of the Company on April 19, 2012, and as Chief Financial Officer effective February 23, 2017. Mr. Flechner resigned from his positions with the Company effective June 25, 2019. During the last five years, in addition to work for the Company, Mr. Flechner has been President of Centennial Mining since October 2015; Centennial is a Nevada corporation that put together the Corcoran silver project (consisting of 253 mining claims in Nye County, Nevada), and sold it in December 2017 to an Australian company. Mr. Flechner has also consulted since March 2017 with E-79 Media, LLC, a California company engaged in digital media and music lifestyle. Previously, he served various private and publicly traded companies in senior management or consulting roles. From 1979 to 1993 he was vice president/general counsel of Gold Fields Mining Company, the U.S. operating subsidiary of the former South African mining giant, Consolidated Gold Fields of London. During his tenure with Gold Fields U.S., the organization grew from 20 to 1200 people while developing three highly profitable gold mines, two of which were subsequently acquired by Newmont Mining. Mr. Flechner is a graduate of the Yale Law School; formerly practiced corporate, M&A and securities law for New York law firms and NYSE-traded conglomerates; and has lectured at the Rocky Mountain Mineral Law Institute on “Environmental Laws & Regulations Governing Gold Mining.”
| 12 |
RALPH SHEARING was appointed as director of the Company on February 13, 2012 and resigned from his position with the Company effective June 25, 2019. Mr. Shearing is a professional geologist with extensive experience throughout North America and internationally. He is a graduate of the University of British Columbia, earning a B.Sc. Geology degree. Since graduating in 1981, he has been directly involved in several world class exploration and development projects and has gained hands-on experience in all aspects of mineral exploration, including geophysics, geochemistry, geology, and diamond core drilling. In 1986, Mr. Shearing founded and is currently the CEO and President of Soho Resources Corp., a TSX Venture Exchange listed mining company developing the Tahuehueto Project, a gold and silver deposit in Mexico. The Company appointed Mr. Shearing as a Director and Geological Consultant on account of his 25 years of active involvement with the management and directing of publicly traded companies, combined with his practical mining experience, which have given him unique insight into the industry and allowed him to develop a well-rounded business approach for junior resource companies.
JUSTIN COSTELLO was appointed as director and President and Chief Executive Officer on June 25, 2019. Mr. Costello is a graduate of the Winona State University in 2003 in Public Administration and attended Harvard Division of Continuing Education, but did not graduate from any Harvard-related degree program. Mr. Costello manages and is the Chief Executive Officer of GRN Funds, LLC, a private equity and capital management company.
Identification of Significant Employees
We currently have no other significant employees other than our sole executive officer and director, Mr. Justin Costello.
Family Relationship
We currently do not have any officers or directors who are related to each other.
Directors
Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The board of directors elects officers and their terms of office are at the discretion of the board of directors. Each of our officers is elected by the board of directors to a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office.
Audit Committee
The Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties would be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
Compensation Committee
The Company intends to establish a compensation committee of the board of directors. The compensation committee would review and approve the Company’s salary and benefits policies, including compensation of executive officers.
Security Holders Recommendations to Board of Directors
We do not currently have a process for security holders to send communications to the board of directors. However, we welcome comments and questions from our shareholders. Shareholders can direct communications to the Company at our executive offices.
| 13 |
Involvement in Certain Legal Proceedings
To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:
| · | Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. |
| · | Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. |
| · | Been subject to any order , judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. |
| · | Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. |
| · | Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our Common Stock and other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish our company with copies of all Section 16(a) reports they file.
For the fiscal year ended April 30, 2020, our officers and directors, and all of the persons known to us to own more than 10% of our Common Stock, filed their respective reports under Section 16(a).
| 14 |
Item 11. Executive Compensation.
The following table sets forth information with respect to the compensation of each of the named executive officers for services provided to the Company in the fiscal years ended April 30, 2020 and 2019 in their capacity as such officers.
Summary Compensation Table
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock awards ($) | Option awards ($) | Nonequity incentive plan compensation ($) | Nonqualified deferred compensation earnings($) | All other compensation ($) | Total ($) | |||||||||||||||||||||||||||
Stephen E. Flechner, President, Chief Executive Officer and director (1) | 2019 | $ | 60,000 | — | — | — | — | — | — | $ | 60,000 | |||||||||||||||||||||||||
| 2020 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Justin Costello (2) Director, Chief Executive Officer and Chief Financial Officer | 2019 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| 2020 | $ | 1 | — | — | — | — | — | — | $ | 1 | ||||||||||||||||||||||||||
(1) Stephen Flechner resigned as director, President, Chief Executive Officer, Treasurer and Secretary of the Company on June 25, 2019.
(2) Justin Costello was appointed director, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company on June 25, 2019.
Narrative Disclosure to Summary Compensation Table
There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.
Outstanding Equity Awards at Fiscal Year End
There were no unexercised options, unvested stock awards or equity incentive plan awards for any of the above-named executive officers outstanding as of April 30, 2020.
| 15 |
Director Compensation
The following table sets forth the compensation received by our directors in the fiscal year ended April 30, 2020 and 2019 in their capacity as directors:
Director Compensation
| Name |
Fees earned or paid in cash ($) |
Stock awards ($) |
Option awards ($) |
Non-equity incentive plan compensation ($) |
Nonqualified deferred compensation earnings ($) |
All other compensation ($) |
Total ($) |
|||||||||||||||||||||
|
Stephen Flechner 2019 |
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| 2020 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
| Ralph Shearing 2019 | $10,000 | 0 | 0 | 0 | 0 | 0 | $10,000 | |||||||||||||||||||||
| 2020 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
|
Justin Costello 2020 |
1 | 0 | 0 | 0 | 0 | 0 | 1 | |||||||||||||||||||||
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of April 30, 2020, by: (i) our directors; (ii) our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of Common Stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.
| Name and Address of Beneficial Owner | Title of Class |
Amount and Nature of Beneficial Ownership (1) (#) |
Percent of Class (2) (%) |
|||||||
|
GRN Funds, LLC Justin Costello 38180 SE Northup Way #101 Bellevue, WA 98004 |
Common Stock | 139,000,000 | 55.63% | |||||||
| All Officers and Directors as a Group (2 Persons)(3) | Common Stock | 139,000,000 | 55.63% | |||||||
|
Steven Ross 2275 NW 150th St. Unit D Opa Locka, FL 33054 |
Common Stock | 24,688,481 | 9.88% | |||||||
| Total of All Beneficial Owners | Common Stock | 163,688,481 | 65.51% | |||||||
(1) The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
| 16 |
(2) Based on 249,843,977 issued and outstanding shares of Common Stock as of April 30, 2020.
(3) On June 20, 2019, GRN Funds, LLC, a Washington limited liability company, and its manager and Chief Executive Officer, Justin Costello, purchased a total of 139 million shares of the Company’s common stock representing 55.65% of its issued and outstanding shares, in a private transaction with Stephen Flechner and David Cutler. As a condition to the closing of the transaction, Directors Mr. Stephen Flechner and Mr. Ralph Shearing resigned, and Mr. Flechner resigned as Chief Executive Officer, President, Secretary and Treasurer, and Mr. Justin Costello was concurrently named Director of the Company, President and Chief Executive Officer, Secretary and Treasurer.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Related Party Transactions
ACCRUALS
As April 30, 2020 and 2019, our balance of accrual – related parties was $0 and $77,218, respectively.
Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to settle the entire outstanding balance of accruals – related parties. The forgiveness of accruals-related parties of $77,218 has been recognized in additional paid in capital.
NOTE PAYABLE
Effective February 5, 2020, we entered into a financing agreement to purchase a Directors’ and Officers’ insurance policy. The policy was set to expire in February 2021. Under the terms of the financing agreement, we were required to make 9 monthly payments of $6,374 commencing March 3, 2020.
As of April 30, 2020, we had made a single payment of $6,374 under the terms of this agreement. Total outstanding balance on the debt at April 30, 2020 was $72,090. During the year ended April 30, 2020, total interest paid on the note was $469.
As further disclosed in Note 13 Subsequent Events below, on consideration, management decided not to maintain the policy in force and the policy was cancelled for non-payment effective May 11, 2020 and no further payments have been made under this finance agreement. The financing agreement terminated upon the Company’s decision to cancel the policy, and the Company incurred no fees or penalties in connection with the cancellation of the financing agreement.
LOANS
As of April 30, 2020, and 2019, our balance of loans – related parties was $174,884 and $7,697, respectively.
Between May 1, 2019 and June 25, 2019, one of our former principal shareholders advanced to us $1,232 to fund our working capital needs.
Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to forgive the total balance of loans - related parties of $8,929. The forgiveness of the balance of $8,929 has been recognized in additional paid in capital.
During the period from June 26, 2019 to April 30, 2020, our new principal shareholder, GRN Funds, LLC, advanced $174,884 to us by way of loan to fund our working capital requirements. The loan is unsecured, interest free and due on demand.
| 17 |
POTENTIAL BUSINESS ACQUISITIONS
During the period October 2019 through January 2020, we entered into various non-binding letters of intent to potentially acquire Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC, Sunshine Hemp, Inc., and Squad Drone, Inc. The closing of these transactions are subject to our execution of material definitive agreements containing comprehensive terms and conditions, which have not yet occurred.
Our non-binding letters of intent, and corresponding pending material definitive agreements with Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, Soulshine CBD, Inc., One Source CBD and Sunshine Hemp, Inc. are related party transactions in that Mr. Justin Costello, our sole director, officer and manager of our majority shareholder, GRN Funds, LLC, is an affiliate, shareholder, owner or manager of each respective entity.
Procedures for Approval of Related Party Transactions
Our Board of Directors is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.
Director Independence
None of our directors qualifies as an independent director as defined under the NASDAQ Listing Rules.
Item 14. Principal Accounting Fees and Services.
Year Ended April 30, 2020 | Year Ended April 30, 2019 | |||||||
| Audit fees | $ | 11,500 | $ | 2,000 | ||||
| Audit-related fees | $ | 0 | $ | 0 | ||||
| Tax fees | $ | 0 | $ | 0 | ||||
| All other fees | $ | 0 | $ | 0 | ||||
| Total | $ | 11,500 | $ | 2,000 | ||||
Audit Fees
During the fiscal year ended April 30, 2020, we incurred approximately $11,500 in fees to our principal independent accountants for professional services rendered in connection with the audit for the fiscal year ended April 30, 2019 along with the reviews for the fiscal year ended April 30, 2020
During the fiscal years ended April 30, 2019, we incurred approximately $2,000 in fees to our principal independent accountants for professional services rendered in connection with the audit for the fiscal year ended April 30, 2018 and along with the reviews for the fiscal year ended April 30, 2019.
Tax Fees
The aggregate fees billed during the fiscal years ended April 30, 2020 and 2019 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were $0.
All Other Fees
The aggregate fees billed during the fiscal years ended April 30, 2020 and 2019 for products and services provided by our principal independent accountants was $0.
Pre-Approval Policies and Procedures
Our board of directors pre-approves all audit and non-audit services performed by the Company's auditor and the fees to be paid in connection with such services.
| 18 |
Item 15. Exhibits, Financial Statement Schedules.
| Exhibit | ||||
| Number | Description of Exhibit | Filing | ||
| 3.01 | Articles of Incorporation | Filed with the SEC on June 3, 2010 as part of our Registration Statement on Form S-1 and incorporated herein by reference. | ||
| 3.02 | Articles of Merger | Filed with the SEC on July 16, 2012 as part of the current report on Form 8-K and incorporated herein by reference. | ||
| 3.03 | Bylaws | Filed with the SEC on June 3, 2010 as part of our Registration Statement on Form S-1 and incorporated herein by reference. |
| 10.1 | Stock Purchase Agreement dated June 20, 2019 by and between Stephen Flechner, David Cutler, and GRN Funds, LLC. | Filed with the SEC on July 1, 2019 on Form 8-K. | ||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rule 13a-14 | Filed herewith. | ||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | Filed herewith. | ||
| 32.1 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Furnished herewith. | ||
| 101.INS | XBRL Instance Document | Filed herewith. | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith. | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. | ||
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document | Filed herewith. | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. |
| 19 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GRN HOLDING CORPORATION | ||
| Date: August 13, 2020 | By: | /s/Justin Costello |
| Justin Costello | ||
| President and Chief Executive Officer | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Justin Costello | Chief Executive Officer, Chief Financial Officer, President, Director | August 13, 2020 | ||
| Justin Costello |
(Principal Executive Officer) (Principal Financial Officer) |
|||
| 20 |
Exhibit 31.1
I, Justin Costello, certify that:
1. I have reviewed this annual report on Form 10-K for fiscal year ended April 30, 2020 of GRN Holding 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 which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. As the registrant’s certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By: /s/ Justin Costello
Justin Costello
Principal Executive Officer
Date: August 13, 2020
Exhibit 31.2
I, Justin Costello, certify that:
1.. I have reviewed this annual report on Form 10-K for fiscal year ended April 30, 2020 for GRN Holding 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 which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant’s other certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. As the registrant’s certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
By: /s/ Justin Costello
Justin Costello
Principal Financial Officer
Date: August 13, 2020
Exhibit 32.1
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 Annual Report on Form 10-K of GRN Holding Corporation (the “Company”) for the year ending April 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Justin Costello, Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: August 13, 2020 | By: /s/ Justin Costello |
| Justin Costello | |
| Chief Executive Officer, Chief Financial Officer |
This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.