Nextel Medical Corp 10-Q, filed Jul 29, 2022
Nextel Medical Corp. (MAJI)
About this 10-Q
Nextel Medical Corp filed this 10-Q on July 29, 2022, covering the quarter ended January 31, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: January 31, 2021
OR
☐ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
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 | 98104 | |
| (Address of Principal Executive Offices) | (Zip Code) |
425-830-1192
(Registrant’s telephone number, including area code)
| N/A |
(Former Name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act: none
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. 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 ☒ No ☐
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,” "non-accelerated filer," “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ |
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of July 21, 2022, there were 279,990,976 shares of common stock, $0.001 par value per share, issued and outstanding.
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TABLE OF CONTENTS
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| Page | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 2 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 15 |
| Item 4. | Controls and Procedures | 15 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 16 |
| Item 1A. | Risk Factors | 17 |
| Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds | 17 |
| Item 3. | Defaults Upon Senior Securities | 17 |
| Item 4. | Mine Safety Disclosures | 17 |
| Item 5. | Other Information | 17 |
| Item 6. | Exhibits | 17 |
| SIGNATURES | 18 | |
| 1 |
PART I
Item 1 Financial Statements
| GRN HOLDING CORPORATION |
|
BALANCE SHEETS (UNAUDITED) |
| January 31, | April 30, | |||||||
| 2021 | 2020 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | 128 | $ | — | ||||
| Prepaid Expenses | — | 58,265 | ||||||
| Total Current Assets | 128 | 58,265 | ||||||
| Total Assets | $ | 128 | $ | 58,265 | ||||
| LIABILITIES AND SHAREHOLDERS' DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accruals | $ | 197,802 | $ | 197,802 | ||||
| Note Payable | 72,090 | 72,090 | ||||||
| Loans - Related Parties | 174,884 | 174,884 | ||||||
| Total Current Liabilities | 444,776 | 444,776 | ||||||
| Total Liabilities | 444,776 | 444,776 | ||||||
| Shareholders' Deficit | ||||||||
| Preferred Stock, $0.001 par value, 10,000,000 shares | ||||||||
| authorized, none issued or outstanding | — | — | ||||||
| Common Stock, $0.001 par value, 750,000,000 shares | ||||||||
| authorized, 279,990,976 and 249,843,977 issued and outstanding as of January 31, 2021 and April 30, 2020, respectively | 15,323,344 | 249,844 | ||||||
| Additional Paid-In Capital | 8,446,691 | 8,446,691 | ||||||
| Accumulated Deficit | (24,214,683 | ) | (9,083,046 | ) | ||||
| Total Shareholders' Deficit | (444,648 | ) | (386,511 | ) | ||||
| Total Liabilities and Shareholders' Deficit | $ | 128 | $ | 58,265 | ||||
The accompanying notes are an integral part of these unaudited financial statements
| 2 |
| GRN HOLDING CORPORATION | ||||||||||||||||
STATEMENTS OF OPERATIONS (UNAUDITED) | ||||||||||||||||
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| January 31, | January 31, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| REVENUE | $ | — | $ | — | $ | — | $ | — | ||||||||
| EXPENSES | ||||||||||||||||
| General and administrative | 133,625 | 242,917 | 686,168 | 300,478 | ||||||||||||
| Total Expenses | 133,625 | 242,917 | 686,168 | 300,478 | ||||||||||||
| OPERATING LOSS | (133,625 | ) | (242,917 | ) | (686,168 | ) | (300,478 | ) | ||||||||
| OTHER INCOME | ||||||||||||||||
| Gain on settlement of liabilities | — | — | — | 32,381 | ||||||||||||
| LOSS BEFORE TAXES | (133,625 | ) | (242,917 | ) | (686,168 | ) | (268,097 | ) | ||||||||
| TAXES | — | — | — | — | ||||||||||||
| NET LOSS | (133,625 | ) | (242,917 | ) | (686,168 | ) | (268,097 | ) | ||||||||
| Net Loss per Common Share: Basic and Diluted | $ | (0.00 | ) | (0.00 | ) | (0.00 | ) | $ | (0.00 | ) | ||||||
| Weighted Average Common Shares Outstanding: Basic and Diluted | 270,296,516 | 249,815,716 | 270,296,516 | 249,790,113 | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
| 3 |
GRN HOLDING CORPORATION
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED JANUARY 31, 2021 AND 2020
(UNAUDITED)
| Additional | ||||||||||||||||||||
| Common Shares | Paid-In | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| 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 | ||||||||||||||||||
| Issuance of stock as compensation | 66,666 | 67 | 65,932 | 65,999 | ||||||||||||||||
| Net income for the period | (268,097 | ) | (268,097 | ) | ||||||||||||||||
| Balance at January 31, 2020 | 249,843,977 | $ | 249,844 | $ | 8,446,691 | $ | (8,915,193 | ) | $ | (218,658 | ) | |||||||||
| Balance at April 30, 2020 | 249,843,977 | $ | 249,844 | $ | 8,446,691 | $ | (9,083,046 | ) | $ | (386,511 | ) | |||||||||
| Issuance of stock as compensation | 30,146,999 | 15,073,500 | 15,073,500 | |||||||||||||||||
| Prior period adjustment to deficit | (14,445,469 | ) | (14,445,469 | ) | ||||||||||||||||
| Net loss for the period | (686,168 | ) | (686,168 | ) | ||||||||||||||||
| Balance at January 31, 2021 | 279,990,976 | $ | 15,323,344 | $ | 8,446,691 | $ | (24,214,683 | ) | $ | (444,648 | ) | |||||||||
The accompanying notes are an integral part of these unaudited financial statements
| 4 |
| GRN HOLDING CORPORATION |
|
STATEMENTS OF CASH FLOWS (UNAUDITED) |
| FOR THE NINE MONTHS ENDED | ||||||||
| JANUARY 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash Flow from Operating Activities: | ||||||||
| Net Income (Loss) | $ | (686,168 | ) | $ | (268,097 | ) | ||
| Adjustments to reconcile net income (loss) to | ||||||||
| net cash used in operating activities | ||||||||
| Accrued expenses | 566,710 | — | ||||||
| Gain on settlement of liabilities | — | (32,381 | ) | |||||
| Officer’s compensation paid in common stock | — | 65,999 | ||||||
| Changes in working capital items: | ||||||||
| Prepaid expenses | 58,265 | — | ||||||
| Accounts payable | — | 8,098 | ||||||
| Net Cash Used In Operating Activities | (61,193 | ) | (226,381 | ) | ||||
| Net Cash Flow from Investing Activities | — | — | ||||||
| Net Cash Flow from Financing Activities | ||||||||
| Fees drawn in excess of bank balance | — | (11 | ) | |||||
| Advances - related parties | 61,321 | 114,813 | ||||||
| Capital contributions by previous principal shareholders | — | 111,579 | ||||||
| Net Cash Flow Provided by Financing Activities | 61,321 | 226,381 | ||||||
| Net Change in Cash: | 128 | — | ||||||
| Beginning cash: | — | — | ||||||
| Ending Cash: | $ | 128 | $ | — | ||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | — | $ | — | ||||
| Cash paid for tax | $ | — | $ | — | ||||
| Supplemental Disclosures of Non-Cash Financing Activities | ||||||||
| Forgiveness of related party debt | $ | — | $ | 86,147 | ||||
The accompanying notes are an integral part of these unaudited financial statements
| 5 |
GRN HOLDINGS CORPORATION
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2021
(UNAUDITED)
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.
On July 31, 2020, the Company announce that it had entered into a binding letter of intent to acquire Microcap Advisors, LLC. This announcement follows the completion of due diligence earlier this year and will help to define the terms of a mutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the material definitive agreement are not complete. Microcap Advisors, LLC is a Nevada limited liability company. Justin Costello is a managing member. Therefore, the transaction, once completed, will be deemed a related party transaction. The Company expects to acquire all assets and interests of Microcap Advisors, LLC in the transaction. After the final material definitive agreement is completed and executed, the Company will file Form 8-K and provide the required financial statements of Microcap Advisors, LLC pursuant to Regulation SX.
The Company was formally operated by Justin Costello, who served as GRNF’s CEO, Director, Chairman, and Secretary. On April 21, 2022, the Company accepted the resignation of Justin Costello from the positions of CEO, Director, Chairman, and Secretary, and appointed Donald Steinberg as the new CEO, Director, Chairman, and Secretary.
On April 25, 2022, Justin Costello sold One Hundred and Forty-Four Million (144,000,000) Shares of Common Stock to Donald
Steinberg in exchange for $140,000 per a Stock Purchase Agreement dated April 20, 2022.
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As further discussed in Note 10. Subsequent Events below, on August 5, 2020, the Company announced that it had entered into a binding letter of intent to acquire Sunshine Hemp, Inc. This announcement follows the completion of due diligence earlier this year and will help to define the terms of a mutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the material definitive agreement are not complete. Sunshine Hemp, Inc. is a Florida corporation. Justin Costello is vice-president of Sunshine Hemp, Inc. Therefore, the transaction, once completed, will be deemed a related party transaction. The Company expects to acquire all assets and interests of Sunshine Hemp, Inc. in the transaction. After the final material definitive agreement is completed and executed, the Company will file Form 8-K and provide the required financial statements of Sunshine Hemp, Inc. pursuant to Regulation SX.
As further discussed in Note 10. Subsequent Events below, on August 19, 2020, the Company announced that it had entered into a binding letter of intent to acquire Pacific Merchant Processing, Inc. This announcement follows the completion of due diligence earlier this year and will help to define the terms of a mutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the material definitive agreement are not complete. Pacific Merchant Processing, Inc. is a Washington corporation. Justin Costello is governor of Pacific Merchant Processing, Inc. Therefore, the transaction, once completed, will be deemed a related party transaction. The Company expects to acquire all assets and interests of Pacific Merchant Processing, Inc. in the transaction. After the final material definitive agreement is completed and executed, the Company will file Form 8-K and provide the required financial statements of Pacific Merchant Processing, Inc. pursuant to Regulation SX.
On August 22, 2020 the Company’s Board of Directors approved an amendment to the Company’s Articles of Incorporation designating a class of preferred stock from the Company’s ten million authorized preferred shares. The class was entitled “Series A Preferred Stock” with 100 shares designated. The corporate action is pending filing with the Nevada Secretary of State.
On August 22, 2020, the Company’s Board of Directors approved an amendment to the Company’s Articles of Incorporation increasing the Company’s authorized shares to 760,000,000 common shares, 750,000,000 being common stock and 10,000,000 being preferred stock. The corporate action is pending filing with the Nevada Secretary of State.
On August 22, 2020, by majority written consent of the shareholders eligible to vote, the shareholders approved an amendment to the Company’s Articles of Incorporation increasing the Company’s authorized shares to 760,000,000 common shares, 750,000,000 being common stock and 10,000,000 being preferred stock.
As further discussed in Note 10. Subsequent Events below, On August 28, 2020, the Company announced that it had entered into a binding letter of intent to acquire SMLY, Inc., doing business as 7 Point Financial and 9 Square Consulting This announcement follows the completion of due diligence earlier this year and will help to define the terms of a mutual definitive agreement to finalize the pending acquisition. No acquisition date is set. The final terms of the material definitive agreement are not complete. SMLY., Inc. is a California corporation. 7 Point Financial provides financial products and services for cannabis related business; 9 Square Consulting is a processing and point-of-sale equipment and software company. The Company expects to acquire all assets and interests of SMLY, Inc. in the transaction. After the final material definitive agreement is completed and executed, the Company will file Form 8-K and provide the required financial statements of SMLY, Inc. pursuant to Regulation SX.
As further discussed in Note 10. Subsequent Events below, the Company was formally operated by Justin Costello, who served as GRNF’s CEO, Director, Chairman, and Secretary. On April 21, 2022, the Company accepted the resignation of Justin Costello from the positions of CEO, Director, Chairman, and Secretary, and appointed Donald Steinberg as the new CEO, Director, Chairman, and Secretary.
As further discussed in Note 10. Subsequent Events below, on April 25, 2022, Justin Costello sold One Hundred and Forty-Four Million (144,000,000) Shares of Common Stock to Donald Steinberg in exchange for $140,000 per a Stock Purchase Agreement dated April 20, 2022.
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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 nine months ended January 31, 2021, we reported a net loss of $686,168, and had an accumulated deficit of $24,214,683 as of January 31, 2021. 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.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied. The Company has elected an April 30 year-end. The Company has not earned any revenue to date.
Interim Financial Statements
The accompanying unaudited interim condensed financial statements have been prepared in accordance with US GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2021 and for the related periods presented. The results for the nine months ended January 31, 2021 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended April 30, 2020 included in the Form 10K, filed with the Securities and Exchange Commission on August 13, 2020.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of January 31, 2021 and April 30, 2020, our cash balance was $128 and $0, respectively.
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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 prepaid expenses, accounts payable and accruals, note payable and loan – related party. The carrying amount of our prepaid expenses, accounts payable and accruals, note payable and loan – related party approximates their fair values because of the short-term maturities of these instruments
Income Taxes
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. Once we establish revenue-generating activities, likely through acquisition of an operating company, we intend to apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract(s)
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
At this time, we have not identified specific planned revenue streams.
During the nine-month periods ended January 31, 2021 and 2020, we did not recognize any revenue.
Advertising Costs
We expense advertising costs when advertisements occur. No advertising costs were incurred during the nine-month periods ended January 31, 2021 or 2020.
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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 nine-month periods ended January 31, 2021 and 2020.
Recently-Issued Accounting Pronouncements
We have reviewed all the recently-issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
NOTE 4. PREPAID EXPENSES
As of January 31, 2021 and April 30, 2020, our balance of prepaid expenses was $0 and $58,265, respectively.
Effective February 5, 2020, we entered into financing agreement to purchase a Directors’ and Officers’ insurance policy at a projected annual cost of $75,809, excluding finance costs. We accounted for this transaction by amortizing the anticipated annual cost of the policy on a straight-line basis over the anticipated one-year life of the policy. On consideration, management decided not to maintain the policy in force and the policy was cancelled for non-payment effective May 11, 2020 at which time the balance of the unamortized prepayment was written off. The financing agreement terminated upon the Company’s decision to cancel the policy, and the Company incurred no fees or penalties in connection with the cancellation of the financing agreement. The difference between the carrying value of the loan of $72,090 (Note 6) and the prepaid expense balance of $58,265 resulted in a loss on cancellation of $13,825, which has been included in Other Income (Expense) on the Statements of Operations.
Effective July 1, 2020, we entered into a quarterly subscription to publish investor relations materials for $1,500. We accounted for this transaction by amortizing the cost of the subscription on a straight-line basis over the three-month term of the agreement, resulting in a prepaid publishing amount of $0 at January 31, 2021.
NOTE 5. ACCOUNTS PAYABLE AND ACCRUALS
As January 31, 2021 and April 30, 2020, our balance of accounts payable and accruals was $197,802, and related primarily to legal fees.
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NOTE 6. NOTE PAYABLE
As of January 31, 2021 and April 30, 2020, the balance of the note payable was $72,090.
Effective February 5, 2020, we entered into a financing agreement to purchase a Directors’ and Officers’ insurance policy. The policy was set to expire in February 2021. Under the terms of the financing agreement, we were required to make 9 monthly payments of $6,374 commencing March 3, 2020.
As of April 30, 2020, we had made a single payment of $6,374 under the terms of this agreement. Total outstanding balance on the debt at April 30, 2020 was $72,090. During the year ended April 30, 2020, total interest paid on the note was $469. On consideration, management decided not to maintain the policy in force and the policy was cancelled for non-payment effective May 11, 2020 and no further payments have been made under this finance agreement. The financing agreement terminated upon the Company’s decision to cancel the policy, and the Company incurred no fees or penalties in connection with the cancellation of the financing agreement. The difference between the carrying value of the loan of $72,090 and the related prepaid expense balance of $58,265 (Note 4) resulted in a loss on cancellation of $13,825, which has been included in Other Income (Expense) on the Statements of Operations.
NOTE 7. LOANS- RELATED PARTIES
As of January 31, 2021, and April 30, 2020 our balance of loans – related parties was $174,884.
During the nine-month period ended January 31, 2021 our former principal shareholder, GRN Funds, LLC, advanced $24,884 to us by way of loan to fund our working capital requirements.
During the nine-month period ended January 31, 2021 an entity 100% owned by our former President, Secretary, Treasurer and Director, advanced $36,437 to us by way of loan to fund our working capital requirements.
Both of these loans are unsecured, interest free and due on demand.
NOTE 8. COMMITMENTS & CONTINGENCIES
Legal Proceedings
As of April 30, 2020, and to date the following are pending material litigations involving claims exceeding $5,000, that individually or in the aggregate, involves the Company, or any of its directors, officers or affiliates:
1) Dean Huge vs. Orlando Birgrager, Erik Blum, BBVI Consulting, SA, Weiser Global Capital Markets, Ltd., GRN Holding Corporation. Case No. A-20-814980-C; District Court for Nevada, Clark County. This action seeks damages by plaintiff Huge against BBVI, Blum and Weiser for breach of contract having to do with a private stock sale. The Company is named, but no allegations are made against the Company in the complaint, nor is there any prayer for relief that seeks legal damages or costs against the Company that could reasonably be calculated as a contingent liability at this time. The Company expects this case to be dismissed without any damages against it that would result in a reasonably determinable and reportable contingent liability.
2) CCSAC, Inc., a California corporation and CANN DISTRIBUTORS, INC., a California corporation vs. PACIFIC BANKING CORP., a Washington corporation, JUSTIN COSTELLO, an individual and GRN FUNDS, LLC, a Washington limited liability company. Case No. 20-cv-02102, filed in the U.S. District Court for the Northern District of California. This case involves claims of plaintiff CCSAC and CANN against Pacific Banking Corp. for breach of contract whereby Pacific Banking Corp. was obligated to (1) make certain tax payments on behalf of plaintiffs; (2) pay certain vendors; and, (3) make timely payroll payments. Plaintiff alleges that: (a) it transferred $2.8 million dollars to Pacific Banking Corp. for these purposes pursuant to contract; (b) Pacific Banking Corp. transferred the funds to GRN Funds, LLC, the former majority stockholder of the Company, and its sole manager, Justin Costello, the Company’s former sole officer and director; and (c) defendant Pacific Banking Corp. failed to make the necessary payments under contract, provide a reconciliation, or account for the funds. Aside from breach of contract, plaintiffs seek damages for negligence, fraud, declaratory relief/indemnification and an injunction. Damages requested by the plaintiffs include compensatory damages of $2.8 million. Plaintiffs also pray for punitive damages. Counsel for defendants filed motions to dismiss for lack of subject-matter and personal jurisdiction and for lack of adequate process and for sanctions. The court has not issued a case management order setting discovery and related deadlines. Given the early stages of litigation. We are not able to reasonably determine of what amount of reportable contingent liability, if any, may be attributable to GRN Funds, LLC or Mr. Costello as a result of this action. Mr. Costello is our former sole director and officer. He is also the manager of GRN Funds, LLC, our former majority shareholder, and is an affiliate and owner of Pacific Banking Corp.
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We were not subject to any pending material legal proceedings during the nine-month periods ended January 31, 2021 and 2020 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 former sole director and president, secretary and treasurer, for a term of one year, which automatically renews for consecutive one-year terms, with an annual salary of $1.00.
On October 21, 2019, the Company retained Nancy Norton as legal counsel. The contract is terminable at will. The Company terminated the contract on September 11, 2020.
NOTE 9. SHAREHOLDERS’ DEFICIT
Preferred Stock
As of January 31, 2021 and April 30, 2020, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001.
As of January 31, 2021 and April 30, 2020, no shares of preferred stock were issued and outstanding.
Common Stock
As of January 31, 2021 and April 30, 2020, we were authorized to issue 750,000,000 and 250,000,000 shares of common stock, respectively, with a par value of $0.001.
As of January 31, 2021 and April 30, 2020, 279,990,976 and 249,843,977 shares of common stock were issued and outstanding, respectively.
On August 22, 2020, our board of directors by resolution and a majority of our shareholders by written consent approved an amendment to our articles of incorporation increasing our authorized shares from 260,000,000 to 760,000,000 shares: 750,000,000 being common shares and 10,000,000 being preferred shares.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events after October 31, 2020, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required other than as discussed below:
The Company was formally operated by Justin Costello, who served as GRNF’s CEO, Director, Chairman, and Secretary. On April 21, 2022, the Company accepted the resignation of Justin Costello from the positions of CEO, Director, Chairman, and Secretary, and appointed Donald Steinberg as the new CEO, Director, Chairman, and Secretary.
On April 25, 2022, Justin Costello sold One Hundred and Forty-Four Million (144,000,000) Shares of Common Stock to Donald
Steinberg in exchange for $140,000 per a Stock Purchase Agreement dated April 20, 2022.
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Plan of Operation
Our plan of operations is to raise debt and/or equity to meet our ongoing operating expenses and attempt to acquire, merge or seek a business combination for growth to create value for our shareholders. In this regard, our general plan is to seek business acquisitions, combinations or opportunities. We do not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities. We may seek a business acquisition, merger or combination with entities which have recently commenced operations, or that desire to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. We expect that the selection of a business acquisition, merger or combination will be complex and risky. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities.
We currently have a number of acquisitions that are pending completion and execution of material definitive agreements. In particular, we completed our due diligence into acquisition transactions with Pacific Merchant Processing, Inc., Sunshine Hemp, Inc., Microcap Advisors, LLC, SMLY, Inc., doing business as 7 Point Financial and 9 Square Consulting. Each acquisition is pending completion through the finalization and execution of material definitive agreements, at which time we will disclose our final complete acquisitions on Form 8-K. Once completed, the material definitive agreements between the Company and Microcap Advisors, LLC, Sunshine Hemp, Inc. and Pacific Merchant Processing, Inc. will be deemed related party transactions. Justin Costello, our former sole director and manager of GRN Funds, LLC, our former majority shareholder, is vice president of Sunshine Hemp, Inc., manager of Microcap Advisors, LLC, and governor of Pacific Merchant Processing, Inc.
At this time, we have little cash on hand or committed resources of debt or equity to fund these losses, and will be reliant, potentially, on advances from our principal shareholder, director and officer.
Evaluation of new business opportunities is undertaken by, or under the supervision of, our director Mr. Donald Steinberg. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of any business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.
We will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction consistent with SEC Rules.
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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JANUARY 31, 2021 COMPARED TO THE THREE MONTHS ENDED JANUARY 31, 2020
Revenue
We recognized no revenue during the three-month periods ended January 31, 2021 and 2020, as we have no business from which to generate revenue.
General and Administrative Expenses
During the three months ended January 31, 2021, we incurred $133,625 in general and administrative expenses which was broadly comparable to the $242,917 we incurred in general and administrative expenses during the three months ended January 31, 2020, representing an decrease of $109,292. General and administrative expenses included legal fees related to compliance, litigation and proposed business acquisitions, accounting fees and investor relations costs.
Other Income (Expense)
During the three months periods ended January 31, 2021 and January 31, 2020, we incurred no other income or expenses.
Net Income (Loss)
During the three months ended January 31, 2021, we recognized a net loss of $133,625 compared to a net loss of $242,917 during the three months ended January 31, 2020, a variance of $109,292. The variance was principally due to an decrease in our general and administrative expenses.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2021, we had $128 cash or cash equivalents, no prepaid expenses or other assets, no operating business or other source of income, and total outstanding liabilities of $444,776, while our shareholders’ deficit was $24,214,683.
Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.
It is our current intention to seek to raise debt and, or, equity financing to meet ongoing operating expenses and attempt to complete and close our pending acquisitions and/or acquire, merge with or engage in other business combinations with other entities to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed, and future losses are likely to occur.
As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended April 30, 2020 and 2019, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
Our primary sources (uses) of cash for the nine months ended January 31, 2021 and 2020 were as follows:
| Nine months ended | Nine months ended | |||||||
| January 31, 2021 | January 31, 2020 | |||||||
| Net Cash Used in Operating Activities | $ | (61,193 | ) | $ | (226,381 | ) | ||
| Net Cash from Investing Activities | — | — | ||||||
| Net Cash Provided by Financing Activities | 61,321 | 226,381 | ||||||
| Net Change in Cash and Cash Equivalents | $ | 128 | $ | — | ||||
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Operating Activities
During the nine months ended January 31, 2021, we recognized a net loss of $686,168, comprised of general and administrative expenses and increased by legal, accounting and investor relations costs, and a decrease in prepaid expenses of $58,265, resulting in net cash flow used in operating activities of $61,193. By comparison, during the nine months ended January 31, 2020, we recognized a net of $268,097, which was decreased for cash flow purposes by our non-cash gain of $32,381 on the settlement of certain of our liabilities, increased by officer’s compensation paid in common stock, and increased by a $8,098 increase in accounts payable resulting in net cash flow used in operating activities of $226,381.
Investing Activities
We neither generated nor used funds in investing activities during the nine months ended January 31, 2021 and 2020.
Financing Activities
During the nine months ended January 31, 2021, we received $61,321 from advances in loans from our principal shareholder to fund our working capital requirements. During the nine months ended January 31, 2020, we received $111,579 by way of capital contributions from our former principal shareholders and $114,813 by way of loans from our former principal shareholders to fund our working capital requirements. We also repaid $11 in respect of fees drawn in excess of our bank balance.
We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Contractual Obligations
None
| ITEM 3. | QUANTATIVE AND QUALATIVE DISCLOSURES ABOUT MARKET RISK |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Company in its Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely and reliable financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America.
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As of the quarter ended January 31, 2021, our principal executive officer and principal financial officer completed an assessment of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e), to determine the existence of material weaknesses or significant deficiencies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A material weakness is a deficiency, or a 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. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the registrant's financial reporting.
Based on our evaluation, we concluded that because of the material weaknesses in our internal control over financial reporting, our disclosure controls and procedures were not effective as of January 31, 2021.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended January 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II
OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS |
As of the year ended April 30, 2020, January 31, 2021 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 former majority stockholder of the Company, and its sole manager, Justin Costello, the Company’s former sole officer and director; and (c) defendant Pacific Banking Corp. failed to make the necessary payments under contract, provide a reconciliation, or account for the funds. Aside from breach of contract, plaintiffs seek damages for negligence, fraud, declaratory relief/indemnification and an injunction. Damages requested by the plaintiffs include compensatory damages of $2.8 million. Plaintiffs also pray for punitive damages. Counsel for defendants filed motions to dismiss for lack of subject-matter and personal jurisdiction and for lack of adequate process and for sanctions. The court has not issued a case management order setting discovery and related deadlines. Given the early stages of litigation. We are not able to reasonably determine of what amount of reportable contingent liability, if any, may be attributable to GRN Funds, LLC or Mr. Costello as a result of this action. Mr. Costello is our former sole director and officer. He is also the manager of GRN Funds, LLC, our former majority shareholder, and is an affiliate and owner of Pacific Banking Corp.
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| ITEM 1A. | RISK FACTORS |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
| ITEM 2. | UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS |
No sale of unregistered securities was completed during the three months ended January 31, 2021 or 2020.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
No senior securities were issued or outstanding during the three months ended January 31, 2021 or 2020.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable to our Company.
| ITEM 5. | OTHER INFORMATION |
None
| ITEM 6. | EXHIBITS |
| * | Filed herewith. | ||
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.
| GRN Holding Corporation | |||||||
| Date: | July 29, 2022 | By: | /s/ Donald Steinberg | ||||
|
Donald Steinberg Director, President, Chief Executive Officer and Chief Financial Officer | |||||||
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EXHIBIT 31.1
CERTIFICATION OF PERIODIC REPORT
I, Donald Steinberg, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the period ending January 31, 2021, 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. 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)) 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 4th 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.
5. I have disclosed, based on our 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.
Date: July 29, 2022
|
/s/ Donald Steinberg _______________________________ |
|
|
Donald Steinberg, President and CEO; CFO
|
Exhibit 32.1
CERTIFICATION OF DISCLOSURE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of GRN Holding Corporation. (the “Company”) on Form 10-Q for the period ending January 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Donald Steinberg, President, Chief Executive Officer, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(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: July 29, 2022
|
/s/ Donald Steinberg ______________________________ |
|
| Donald Steinberg, President and CEO, CFO | |
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
This certification accompanies the Report pursuant to Section 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 Section 18 of the Securities Exchange Act of 1934, as amended.