UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~July~~October 31, 2019

☐ 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.)
1000 2nd Avenue, Suite 3900, Seattle, WA		98104
1700 Seventh Avenue, Suite 2300, Seattle, WA		98101
(Address of Principal Executive Offices)		(Zip Code)

425-830-1192

(Registrant’s telephone number, including area code)

~~N/A~~1000 2nd Avenue, Ste. 3900, Seattle WA 98104

(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 ~~September~~October 2031, 2019, there were 249,777,311 shares of common stock, $0.001 par value per share, issued and outstanding.

TABLE OF CONTENTS


	TABLE OF CONTENTS
		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	14

SIGNATURES		15

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures	11
		11
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	13
SIGNATURES		14

PART I

iItem 1 Financial Statements

PART I – FINANCIAL INFORMATION

GRN HOLDING CORPORATION
(FORMERLY DISCOVERY GOLD CORPORATION)
BALANCE SHEETS (UNAUDITED)

		October 31,			April 30,
		2019			2019

ASSETS

Current Assets
Cash and Cash Equivalents	$	—		$	—

Total Current Assets		—			—

Total Assets	$	—		$	—

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
Fees Drawn in Excess of Bank Balance	$	—		$	11
Accounts Payable		12,618			129,360
Accruals - Related Parties		—			77,218
Loans - Related Parties		29,122			7,697

Total Current Liabilities		41,740			214,286

Total Liabilities		41,740			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,
249,777,311 issued and outstanding		249,777			249,777
Additional Paid in Capital		8,380,759			8,183,033
Accumulated Deficit		(8,672,276	)		(8,647,096	)

Total Shareholders' Deficit		(41,740	)		(214,286	)

Total Liabilities and Shareholders' Deficit	$	—		$	—

~~ITEM~~ The accompanying 1.notes are an integral part of these unaudited financial statements

~~FINANCIAL STATEMENTS~~1

GRN HOLDING CORPORATION (FORMERLY DISCOVERY GOLD CORPORATION) BALANCE SHEETS (UNAUDITED)

GRN HOLDING CORPORATION
(FORMERLY DISCOVERY GOLD CORPORATION)
STATEMENTS OF OPERATIONS (UNAUDITED)
	For the Three Months Ended						For the Six Months Ended
	October 31,						October 31,
	2019			2018			2019			2018

REVENUE	$	—		$	—		$	—		$	—

EXPENSES
General and administrative		30,783			28,088			57,561			55,181

Total Expenses		30,783			28,088			57,561			55,181

OPERATING LOSS		(30,783	)		(28,088	)		(57,561	)		(55,181	)

OTHER INCOME
Gain on settlement of liabilities		—			—			32,381			—

LOSS BEFORE TAXES		(30,783	)		(28,088	)		(25,180	)		(55,181	)

TAXES		—			—			—			—

NET LOSS		(30,783	)		(28,088	)		(25,180	)		(55,181	)


Net Loss per Common Share: Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Common Shares Outstanding: Basic and Diluted		249,777,311			249,777,311			249,777,311			249,777,311

	July 31,			April 30,
	2019			2019
ASSETS
Current Assets
Cash and Cash Equivalents	$	—		$	—
Total Current Assets		—			—
Total Assets	$	—		$	—
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Fees Drawn in Excess of Bank Balance	$	—		$	11
Accounts Payable		7,457			129,360
Accruals - Related Parties		—			77,218
Loans - Related Parties		3,500			7,697
Total Current Liabilities		10,957			214,286
Total Liabilities		10,957			214,286
Shareholders' Deficit
Preferred Stock, $0.001 par value, 10,000,000 shares
authorized, none issued or outstanding		—			—
Common Stock, $0.001 par value, 250,000,000 shares
authorized, 249,777,311 issued and outstanding		249,777			249,777
Additional Paid-In Capital		8,380,759			8,183,033
Accumulated Deficit		(8,641,493	)		(8,647,096	)
Total Shareholders' Deficit		(10,957	)		(214,286	)
Total Liabilities and Shareholders' Deficit	$	—		$	—

The accompanying notes are an integral part of these unaudited financial statements

~~The accompanying notes are an integral part of these unaudited financial statements~~2

GRN HOLDING CORPORATION
(FORMERLY DISCOVERY GOLD CORPORATION)
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED)
					Additional					Total
	Common Shares				Paid-In		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Deficit

Balance at April 30, 2018		24,977,311	$	249,777	$	8,183,033	$	(8,521,932	)	$	(89,122	)

Net loss for the period		—		—		—		(27,093	)		(27,093	)

Balance at July 31, 2018		24,977,311		249,777		8,183,033		(8,549,025	)		(116,215	)

Net loss for the period		—		—		—		(28,088	)		(28,088	)

Balance at October 31, 2018		24,977,311	$	249,777	$	8,183,033	$	(8,577,113	)	$	(144,303	)


Balance at April 30, 2019		24,977,311	$	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

Net income for the period		—		—		—		5,603			5,603

Balance at July 31, 2019		24,977,311		249,777		8,380,759		(8,641,493	)		(10,957	)

Net loss for the period		—		—		—		(30,783	)		(30,783	)

Balance at October 31, 2019		—	$	—	$	8,380,759	$	(8,672,276	)	$	(41,740	)

~~GRN~~The ~~HOLDING~~accompanying notes ~~CORPORATION~~are ~~(FORMERLY~~an ~~DISCOVERY~~integral ~~GOLD~~part ~~CORPORATION)~~of ~~STATEMENTS~~these OFunaudited ~~OPERATIONS~~financial ~~(UNAUDITED)~~statements

	FOR THE THREE MONTHS ENDED
	JULY 31,
	2019			2018
REVENUE	$	—		$	—
EXPENSES
General and administrative expenses		26,778			27,092
Total Expenses		26,778			27,092
OPERATING LOSS		(26,778	)		(27,092	)
OTHER INCOME
Gain on settlement of liabilities		32,381			—
NET INCOME (LOSS)	$	5,603		$	(27,092	)
Net Income (Loss) per Common Share: Basic and Diluted	$	0.00		$	(0.00	)
Weighted Average Common Shares Outstanding: Basic and Diluted		249,777,311			249,777,311

The accompanying notes are an integral part of these unaudited financial statements

GRN HOLDING CORPORATION
(FORMERLY DISCOVERY GOLD CORPORATION)
STATEMENTS OF CASHFLOWS (UNAUDITED)
	For the Six Months Ended
	October 31
	2019			2018

Cash Flows (Used In) Operating Activities:
Net Loss	$	(25,180	)	$	(55,181	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Gain on settlement of liabilities		(32,381	)		—

Changes in working capital items:
Accounts payable		(84,361	)		21,242
Accruals - related parties		—			32,364

Net Cash (Used In) Operating Activities		(141,922	)		(1,575	)

Cash Flows From (Used In) Investing Activities:		—			—

Cash Flows From Financing Activities:
Fees drawn in excess of bank balance		(11	)
Advances - related parties		30,354			—
Capital contribution by previous principal shareholders		111,579

Net Cash From Investing Activities		141,922			—

Net Change in Cash:		—			(1,575	)

Beginning Cash		—			1,589

Ending Cash	$	—		$	14

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		$	—

2The accompanying notes are an integral part of these unaudited financial statements

~~GRN HOLDING CORPORATION (FORMERLY DISCOVERY GOLD CORPORATION) STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (UNAUDITED)~~4

					Additional
	Common Shares				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at April 30, 2018		24,977,311	$	249,777	$	8,183,033	$	(8,521,932	)	$	(89,122	)
Net loss for the period		—		—		—		(27,093	)		(27,093	)
Balance at July 31, 2018		24,977,311	$	249,777	$	8,183,033	$	(8,549,025	)	$	(116,215	)
Balance at April 30, 2019		24,977,311	$	249,777	$	8,183,033	$	(8,647,097	)	$	(214,287	)
Capital contributions by previous principal shareholders		—		—		111,579		—			111,579
Forgiveness of related party debt		—		—		86,147		—			86,147
Net income for the period		—		—		—		5,603			5,603
Balance at July 31, 2019		24,977,311	$	249,777	$	8,380,759	$	(8,641,493	)	$	(10,957	)

GRN HOLDINGS CORPORATION

~~The~~(FORMERLY DISCOVERY ~~accompanying~~GOLD ~~notes are an integral part of these unaudited financial statements~~CORPORATION)

3NOTES TO FINANCIAL STATEMENTS

~~GRN~~OCTOBER ~~HOLDING CORPORATION (FORMERLY DISCOVERY GOLD CORPORATION) STATEMENTS OF CASHFLOWS (UNAUDITED)~~31, 2019

	FOR THE THREE MONTHS ENDED
	JULY 31,
	2019			2018
Cash Flow from Operating Activities:
Net Income (Loss)	$	5,603		$	(27,092	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Gain on settlement of liabilities		(32,381	)		—
Changes in working capital items:
Accounts payable		(89,522	)		8,742
Accruals - related parties		—			17,099
Net Cash Used In Operating Activities		(116,300	)		(1,251	)
Net Cash Flow from Investing Activities		—			—
Net Cash Flow from Financing Activities
Fees drawn in excess of bank balance		(11	)		—
Advances - related parties		4,732			—
Capital contributions by previous principal shareholders		111,579			—
Net Cash Flow Provided by Financing Activities		116,300			—
Net Change in Cash:		—			(1,251	)
Beginning cash:		—			1,589
Ending Cash:	$	—		$	338
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		$	—

(UNAUDITED)

~~The~~NOTE ~~accompanying~~1: ~~notes~~DESCRIPTION OF ~~are an integral part of these unaudited financial statements~~BUSINESS

4GRN Holding Corporation (formerly Discovery Gold 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 seeking out acquisitions, mergers and business combinations.

On June 20, 2019, GRN ~~HOLDINGS~~Funds, ~~CORPORATION~~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.

~~(FORMERLY~~On ~~DISCOVERY~~July ~~GOLD~~16, 2019, ~~CORPORATION)~~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.

~~NOTES~~On TOAugust ~~FINANCIAL~~19, 2019, ~~STATEMENTS~~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.

~~JULY~~On ~~31,~~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.

~~(UNAUDITED)~~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 1:2. ~~DESCRIPTION OF BUSINESS~~GOING CONCERN

~~GRN~~Our ~~Holding~~financial statements ~~Corporation~~are ~~(formerly~~prepared ~~Discovery~~using ~~Gold~~accounting ~~Corporation),~~principles generally accepted in the United States of America applicable to a ~~Nevada~~going ~~corporation~~concern, which ~~(“GRN,”~~contemplates “the ~~Company,”~~realization “of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income. For the six months ended October 31," ~~"Us"~~2019, we reported a net loss of $25,180, and had an accumulated deficit of $8,672,276 as of October 31, 2019. 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’) isability to continue as a ~~publicly-quoted~~going ~~shell~~concern ~~company~~is ~~seeking~~dependent upon our ability to ~~create~~raise ~~value~~additional ~~for~~debt ~~its~~or ~~shareholders~~equity byfunding ~~seeking~~to ~~out~~meet ~~acquisitions,~~our ~~mergers~~ongoing operating expenses and ~~business~~ultimately ~~combinations~~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.

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 $86,147.5

OnNOTE 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 symbol3. ~~The~~SUMMARY OF ~~Board~~SIGNIFICANT ofACCOUNTING 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.POLICIES

OnBasis ~~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.~~ Presentation

The ~~Company~~summary of ~~filed~~significant ~~its~~accounting ~~application~~policies is presented to ~~FINRA~~assist ~~for~~in athe ~~name~~understanding ~~and~~of ~~symbol~~the ~~change~~financial ~~and~~statements. ~~will~~These ~~advise~~policies ~~the~~conform to ~~Commission~~accounting ~~and~~principles generally accepted in the ~~public~~United ~~for~~States anof ~~expected~~America ~~market~~(“US ~~effective~~GAAP”) ~~date~~and ~~for~~have ~~these~~been ~~changes~~consistently applied. ~~when~~The ~~known~~Company has elected an April 30 year-end.

~~NOTE~~Interim ~~2. GOING CONCERN~~Financial Statements

~~Our~~The accompanying unaudited interim condensed financial statements ~~are~~have been prepared ~~using~~in ~~accounting~~accordance ~~principles~~with ~~generally~~US ~~accepted~~GAAP infor ~~the~~interim ~~United~~financial ~~States~~information in ofaccordance ~~America~~with ~~applicable~~Article to8 aof ~~going~~Regulation ~~concern~~S-X. Accordingly, ~~which~~they ~~contemplates~~do ~~the~~not ~~realization~~include all of ~~assets~~the information and ~~the~~footnotes ~~liquidation~~required by ofUS ~~liabilities~~GAAP infor ~~the~~complete ~~normal~~financial ~~course~~statements. The ofaccompanying ~~business.~~condensed Wefinancial statements have nobeen ~~ongoing~~prepared ~~business~~by orthe ~~income~~Company without audit. ~~For~~In the ~~three~~opinion ~~months~~of ~~ended July 31~~management, ~~2019,~~all weadjustments ~~reported~~(which aninclude ~~operating~~only ~~loss~~normal ofrecurring ~~$26,778,~~adjustments) ~~and~~necessary ~~had~~to anpresent fairly ~~accumulated~~the ~~deficit~~financial ~~of $8~~position,~~641,493~~ asresults of ~~July 31~~operations, ~~2019.~~and ~~These~~cash ~~conditions~~flows ~~raise~~at ~~substantial~~October ~~doubt~~31, ~~about~~2019 ~~our~~and ~~ability~~for tothe ~~continue~~related asperiods ~~a going concern~~presented. The ~~financial~~results ~~statements~~for dothe ~~not~~three ~~include~~and ~~any~~six ~~adjustments~~months toended ~~reflect~~October ~~the~~31, ~~possible~~2019 ~~future~~are ~~effects~~not onnecessarily ~~the~~indicative ~~recoverability and classification~~ of ~~assets or~~ the ~~amounts~~results ~~and classification~~ of ~~liabilities~~operations ~~that may result from~~ for the ~~outcome~~full ~~of these uncertainties~~year. ~~Our~~These ~~ability~~financial tostatements ~~continue~~and asrelated afootnotes ~~going~~should ~~concern~~be isread ~~dependent~~in ~~upon~~conjunction ~~our~~with ~~ability~~the tofinancial ~~raise~~statements ~~additional~~and footnotes ~~debt~~thereto orfor ~~equity~~the ~~funding~~year toended ~~meet~~April ~~our~~30, ~~ongoing~~2019 ~~operating~~included ~~expenses and ultimately~~ in ~~merging~~the ~~with~~Form ~~another~~10K, ~~entity~~filed with ~~experienced~~the ~~management~~Securities and ~~profitable~~Exchange ~~operations.~~Commission on NoAugust ~~assurances~~14, ~~can be given that we will be successful in achieving these objectives~~2019.

5Use of Estimates

~~NOTE~~The preparation 3of 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. ~~SUMMARY~~Actual OFresults ~~SIGNIFICANT~~could ~~ACCOUNTING~~differ ~~POLICIES~~from those estimates.

~~Basis~~Cash ofand Cash ~~Presentation~~Equivalents

~~The~~We maintain ~~summary~~cash ofbalances ~~significant~~in ~~accounting~~a ~~policies~~non-interest-bearing isaccount ~~presented~~that tocurrently ~~assist~~does innot ~~the~~exceed ~~understanding~~federally ofinsured ~~the~~limits. ~~financial~~For ~~statements.~~the ~~These~~purpose of ~~policies~~the ~~conform~~statements toof ~~accounting~~cash ~~principles~~flows, ~~generally~~all ~~accepted~~highly inliquid ~~the~~investments ~~United~~with ~~States~~a maturity of ~~America~~three ~~(“US~~months ~~GAAP”)~~or ~~and~~less ~~have~~are ~~been~~considered ~~consistently~~to ~~applied~~be cash equivalents. ~~The~~As ~~Company~~of ~~has~~October ~~elected~~31, an2019 and April 30, ~~year-end~~2019, our cash balance was $0.

~~Interim~~Fair ~~Financial Statements~~Value Measurements

~~The~~ASC Topic ~~accompanying~~820, ~~unaudited~~Fair ~~interim~~Value ~~condensed~~Measurements ~~financial~~and ~~statements~~Disclosures ~~have~~("ASC ~~been~~820"), ~~prepared~~provides ina ~~accordance~~comprehensive ~~with~~framework ~~US GAAP~~ for ~~interim~~measuring ~~financial~~fair value ~~information~~and inexpands ~~accordance~~disclosures ~~with~~which ~~Article~~are 8required ofabout ~~Regulation~~fair ~~S-X.~~value ~~Accordingly~~measurements. Specifically, ~~they~~ASC do820 ~~not~~sets ~~include~~forth ~~all~~a definition of ~~the~~fair ~~information~~value and ~~footnotes~~establishes ~~required~~a byhierarchy USprioritizing ~~GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by~~ the ~~Company~~inputs ~~without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary~~ to ~~present~~valuation ~~fairly the financial position~~techniques, ~~results~~giving ~~of operations, and cash flows at January 31, 2019 and for~~ the ~~related~~highest ~~periods~~priority to ~~presented.~~quoted ~~The~~prices ~~results~~in ~~for~~active ~~the~~markets ~~three months ended July 31, 2019 are not necessarily indicative of the results of operations~~ for ~~the~~identical ~~full~~assets ~~year. These financial statements~~ and ~~related~~liabilities ~~footnotes should be read in conjunction with the financial statements~~ and ~~footnotes thereto for~~ the ~~year~~lowest ~~ended~~priority ~~April~~to ~~30,~~unobservable ~~2019~~value ~~included~~inputs. ASC 820 indefines the ~~Form~~hierarchy ~~10K,~~as ~~filed with the Securities and Exchange Commission on August 14, 2019.~~follows:

~~Use~~Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of ~~Estimates~~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.

~~The~~Level 2 ~~preparation~~– ofPricing ~~financial~~inputs ~~statements~~are inother ~~conformity~~than ~~with~~quoted USprices ~~GAAP~~in ~~requires~~active ~~management~~markets tobut ~~make~~are ~~estimates~~either ~~and~~directly ~~assumptions~~or ~~that~~indirectly ~~affect~~observable as of the reported ~~amounts~~date. The oftypes ~~assets and liabilities and disclosure~~ of ~~contingent~~ assets and liabilities atin ~~the~~Level ~~date~~2 ofare ~~the~~typically ~~financial~~either ~~statements~~comparable ~~and~~to ~~the~~actively ~~reported~~traded securities ~~amounts~~or ofcontracts ~~revenues~~or ~~and~~priced ~~expenses~~with ~~during~~models ~~the~~using ~~reporting~~highly ~~period.~~observable ~~Actual results could differ from those estimates~~inputs.

~~Cash~~Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and ~~Cash~~liabilities included ~~Equivalents~~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.

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 July 31, 2019 and April 30, 2019, our cash balance was $0.6

~~Fair~~Our ~~Value~~financial instruments ~~Measurements~~consist of bank overdraft, accounts payable, accrued expenses - related parties and loans – related parties. The carrying amount of our bank overdraft, accounts payable, accrued expenses- related parties and loans payable – related party approximates their fair values because of the short-term maturities of these instruments

~~ASC~~Related 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:Party Transactions

~~Level~~A 1related –party is ~~Quoted~~generally ~~prices~~defined ~~are~~as ~~available~~(i) inany ~~active~~person ~~markets~~that ~~for~~holds ~~identical~~10% ~~assets~~or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or ~~liabilities~~indirectly ascontrols, ofis ~~the~~controlled ~~reported~~by ~~date.~~or ~~The~~is ~~types~~under ofcommon ~~assets~~control ~~and~~with ~~liabilities~~us, or ~~included~~(iv) inanyone ~~Level~~who 1can ~~are~~significantly ~~highly~~influence ~~liquid~~our financial and ~~actively~~operating ~~traded~~decisions. ~~instruments~~A ~~with~~transaction ~~quoted~~is ~~prices~~considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 5, ~~such~~6 asand ~~equities~~7 ~~listed~~below onfor details ~~the~~of ~~New~~related ~~York~~party ~~Stock~~transactions ~~Exchange~~in the period presented.

~~Level~~Income 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.Taxes

~~Level~~The 3provision for –income ~~Significant~~taxes ~~inputs~~is tocomputed ~~pricing~~using ~~that~~the asset and liability method, under which deferred tax assets and liabilities are ~~unobservable~~recognized for asthe expected future tax consequences of temporary differences between the financial reporting ~~date. The~~and ~~types~~tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities ~~included~~are measured using the currently enacted tax rates that apply to taxable income in ~~Level~~effect 3for ~~are~~the years in which those ~~with~~tax ~~inputs~~assets ~~requiring~~are ~~significant~~expected ~~management~~to ~~judgment~~be realized or ~~estimation,~~settled. ~~such~~We asrecord ~~complex~~a ~~and~~valuation ~~subjective~~allowance ~~models~~to ~~and~~reduce ~~forecasts~~deferred ~~used~~tax assets to ~~determine~~ the ~~fair~~amount ~~value~~that ofis ~~financial~~believed ~~transmission~~more ~~rights~~likely than not to be realized.

~~Our~~Net ~~financial~~Loss per ~~instruments~~Share consist of bank overdraft, accounts payable, accrued expenses - related parties and loans – related parties. The carrying amount of our bank overdraft, accounts payable, accrued expenses- related parties and loans payable – related party approximates their fair values because of the short-term maturities of these instrumentsCalculation

6Basic 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.

~~Related~~No potentially ~~Party~~dilutive ~~Transactions~~debt or equity instruments were issued or outstanding during the three- and six-month periods ended October 31, 2019 and 2018.

ARecently-Issued Accounting 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 5, 6 and 7 below for details of related party transactions in the period presented.Pronouncements

~~Income~~We have ~~Taxes~~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.

~~The~~NOTE 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-forwards4. 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.ACCOUNTS PAYABLE

~~Net~~As ~~Loss~~of ~~per~~October 31, ~~Share~~2019 ~~Calculation~~and April 30, 2019, our balance of accounts payable was $12,618 and $129,360, respectively.

~~Basic~~Effective June ~~net~~25, ~~loss~~2019, ~~per~~as ~~common~~a ~~share~~condition ~~("EPS")~~of isthe ~~computed~~change byof ~~dividing~~control ~~loss~~in ~~available~~the Company described above, our former principal shareholders agreed to ~~common~~satisfy ~~stockholders~~outstanding byaccounts ~~the~~payable ~~weighted-average~~totaling ~~number~~$101,579 ofby ~~common~~way ~~shares~~of ~~outstanding~~capital ~~for~~contributions to the ~~period~~Company. ~~Diluted~~These ~~earnings~~capital ~~per~~contributions have ~~share~~been isrecognized ~~computed~~in byadditional ~~dividing~~paid ~~net~~in ~~income~~capital. byContemporaneously ~~the~~with ~~weighted~~these ~~average~~payments, ~~shares~~unrelated ~~outstanding~~creditors who were owed a total of $125,000 ~~assuming~~agreed ~~all~~to ~~dilutive~~accept ~~potential~~payment ~~common~~of ~~shares~~$92,619 ~~were~~in ~~issued~~full and final of their liabilities. ~~Dilutive~~According ~~loss~~we ~~per~~recognized a ~~share~~gain ~~excludes~~of ~~all~~$32,381 ~~potential~~on ~~common~~the ~~shares~~settlement ifof ~~their~~these ~~effect~~liabilities isas ~~anti-dilutive~~other income.

~~No potentially dilutive debt or equity instruments were issued or outstanding during the three-month periods ended July 31, 2019 and 2018.~~7

~~Recently~~NOTE 5. ACCRUALS -~~Issued~~ ~~Accounting~~RELATED ~~Pronouncements~~ PARTIES

WeAs ~~have~~of ~~reviewed all the recently-issued~~October 31, ~~but~~2019 ~~not~~and ~~yet~~April ~~effective~~30, ~~accounting~~2019, ~~pronouncements~~our ~~and~~balance ~~do not believe any~~ of ~~these~~accrual ~~pronouncements~~– ~~will~~related ~~have~~parties awas ~~material~~$0 ~~impact~~and on$77,218, ~~our financial statements~~respectively.

~~NOTE~~Effective June 425, 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 by payment of $10,000 by way of capital contributions to the Company and forgiveness of accruals- related parties of $77,218. ~~ACCOUNTS~~Both ~~PAYABLE~~the capital contribution of $10,000 and the forgiveness of accruals-related parties of $77,218 have been recognized in additional paid in capital.

AsNOTE of6. ~~July~~LOANS- RELATED ~~31, 2019 and April 30, 2019, our balance of accounts payable was $7,457 and $129,360, respectively.~~PARTIES

~~Effective~~As ~~June~~of 25October 31, 2019, asand aApril ~~condition~~30, ~~of the change of control in the Company described above~~2019, our ~~former~~balance ~~principal shareholders agreed to satisfy outstanding accounts payable totaling $101,579 by way~~ of ~~capital~~loans ~~contributions~~– torelated ~~the~~parties ~~Company.~~was ~~These capital contributions have been recognized in additional paid in capital. Contemporaneously with these payments, creditors who were owed a total of~~ $~~125~~29,~~000~~122 ~~agreed to accept payment of $92,619 in full~~ and ~~final of their liabilities. According we recognized a gain of~~ $327,~~381~~697, ~~on the settlement of these liabilities as other income~~respectively.

~~NOTE~~Between 5.May 1, ~~ACCRUALS~~2019 -and ~~RELATED~~June ~~PARTIES~~25, 2019, one of our former principal shareholders advanced to us $1,232 to fund our working capital needs

AsEffective June 25, 2019, as a condition of ~~July~~the ~~31,~~change ~~2019~~of ~~and~~control ~~April~~in ~~30,~~the ~~2019~~Company described above, our former principal shareholders agreed to forgive the total balance of ~~accrual~~loans- – related parties ~~was~~of $08,929. ~~and~~The forgiveness of the balance of $778,~~218,~~929 ~~respectively~~loan -related parties has been recognized in additional paid-in capital.

~~Effective~~During the period from June 2526, 2019, asto aOctober ~~condition~~31, ~~of the change of control in the Company described above~~2019, our ~~former~~new principal ~~shareholders~~shareholder, ~~agreed~~GRN toFunds, ~~settle~~LLC, ~~the~~advanced ~~entire~~$29,122 ~~outstanding~~to ~~balance~~us ~~of accruals – related parties~~ by ~~payment of $10,000 by~~ way of ~~capital~~loan ~~contributions~~ to fund ~~the~~our ~~Company~~working ~~and~~capital ~~forgiveness~~requirements. ofThe ~~accruals-~~loan ~~related~~was ~~parties of $77~~unsecured,~~218.~~ ~~Both~~interest ~~the~~free ~~capital contribution of $10,000~~ and ~~the~~due ~~forgiveness~~on ~~of accruals-related parties of $77,218 have been recognized in additional paid in capital~~demand.

NOTE 67. ~~LOANS- RELATED PARTIES~~SHAREHOLDERS’ DEFICIT

~~As of July 31, 2019 and April 30, 2019, our balance of loans – related parties was $3,500 and $7,697, respectively.~~Preferred Stock

~~Between~~As ~~May~~of 1October 31, 2019 and ~~June~~April 2530, 2019, ~~one~~we ofwere ~~our~~authorized ~~former~~to ~~principal~~issue ~~shareholders~~10,000,000 ~~advanced~~shares toof uspreferred ~~$1,232~~stock towith ~~fund~~a ~~our~~par ~~working~~value ~~capital~~of ~~needs~~$0.001.

7As of October 31, 2019 and April 30, 2019, no shares of preferred stock were issued and outstanding.

~~Effective~~Common 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 loan -related parties has been recognized in additional paid in capital. Stock

~~During~~As ~~the~~of ~~period from June 26~~October 31, 2019 toand ~~July~~April 3130, 2019, ~~our~~we ~~new~~were ~~principal~~authorized ~~shareholder,~~to ~~GRN~~issue ~~Funds~~250, ~~LLC~~000,000 ~~advanced~~shares ~~$3,500 to us by way~~ of ~~loan~~common tostock ~~fund~~with ~~our~~a ~~working~~par ~~capital~~value ~~requirements.~~of ~~The loan was unsecured, interest free and due on demand~~$0.001.

~~NOTE~~No 7.shares ~~SHAREHOLDERS’~~of common ~~DEFICIT~~stock were issued during the three-and six-month periods ended October 31, 2019 and 2018.

~~Preferred~~As ~~Stock~~of October 31, 2019 and April 30, 2019, 249,777,311 shares of common stock were issued and outstanding.

AsAdditional Paid-in ~~of July 31, 2019 and April 30, 2019, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001.~~Capital

AsEffective June 25, 2019, as a condition of ~~July~~the 31change of control in the Company described above, ~~2019~~our ~~and~~former ~~April~~principal 30shareholders agreed to satisfy outstanding accounts payable totaling approximately $101,579 ~~2019~~and accruals- related party of $10,000 noby ~~shares~~way of ~~preferred~~capital contributions ~~stock~~to ~~were~~the ~~issued~~Company. ~~and~~These ~~outstanding~~capital contributions totaling $111,579 have been recognized in additional paid in capital.

~~Common~~In addition, ~~Stock~~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.

~~As of July 31, 2019 and April 30, 2019, we were authorized to issue 250,000,000 shares of common stock with a par value of $0.001.~~8

NoNOTE ~~shares of common stock were issued during the three-month periods ended July 31, 2019 and 2018~~8. SUBSEQUENT EVENTS

AsThe ofCompany evaluated ~~July~~subsequent events after October 31, 2019, ~~and~~in ~~April~~accordance ~~30,~~with ~~2019,~~FASB ~~249~~ASC 855 Subsequent Events,~~777,311~~ ~~shares~~through the date of ~~common~~the ~~stock~~issuance ~~were~~of ~~issued~~these financial statements and ~~outstanding.~~has determined there have been no subsequent events for which disclosure is required other than as discussed below:

~~Additional~~On ~~Paid~~November 5, in2019, ~~Capital~~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.

~~Effective~~On ~~June 25~~November 14, 2019, asthe aCompany ~~condition~~announced ofit ~~the~~signed ~~change~~non-binding letters of ~~control~~intent into ~~the~~acquire ~~Company~~Pacific ~~described~~Banking ~~above~~Corp., ~~our~~Pacific ~~former~~Merchant ~~principal~~Processing, Inc., ~~shareholders~~Microcap ~~agreed~~Advisors, toLLC, ~~satisfy~~SMLY, ~~outstanding~~Inc. ~~accounts~~(d/b/a: ~~payable~~7 ~~totaling~~Point ~~approximately~~Financial ~~$101,579~~ and ~~accruals-~~9 ~~related~~Square ~~party~~Consulting), ofSoulshine ~~$10~~Development Group,~~000~~ byInc., Soulshine ~~way~~CBD, ofInc., ~~capital~~One ~~contributions~~Source toCBD, ~~the~~Mystic ~~Company~~Ranch Development Co., ~~These~~LLC, ~~capital~~Magic ~~contributions~~Beans ~~totaling~~Hemp, ~~$111~~LLC and Sunshine Hemp,~~579~~ ~~have~~Inc. ~~been~~The ~~recognized~~closing of inthe ~~additional~~transactions ~~paid~~are insubject ~~capital~~to the completion of due diligence and the execution of material definitive agreements.

InOn ~~addition~~December 9, ~~effective June 25,~~ 2019, ~~as a condition of~~ the ~~change of control in the~~ Company ~~described~~issued ~~above~~66,666 ~~our~~shares ~~former~~of ~~principal~~common ~~shareholders~~stock ~~agreed~~ to ~~forgive~~Nancy ~~accruals-related~~Norton ~~parties~~for ofservices ~~$77,218~~rendered ~~and~~valued ~~loans-related~~at ~~parties of~~ $865,~~829~~999. ~~The total forgiveness of $86,147 related party debt has been recognized in additional paid in capital.~~

~~NOTE~~On 8December 11, 2019, the Company announced it signed a non-binding letter of intent to acquire Squad Drone, located in Bellevue, Washington. The ~~SUBSEQUENT~~closing ~~EVENTS~~of the transaction is subject to the completion of due diligence and the execution of a material definitive agreement.

~~The~~Subsequent ~~Company~~to October ~~evaluated subsequent events after July~~ 31, 2019, inour ~~accordance~~principal ~~with~~shareholder, ~~FASB~~GRN ~~ASC~~Funds ~~855 Subsequent Events~~LLC, ~~through the date of the issuance of these financial statements and~~ has ~~determined~~provided ~~there~~a ~~have~~further ~~been~~$7,770 noto ~~subsequent~~us ~~events~~by ~~for~~way ~~which~~of ~~disclosure~~loan isto ~~required~~fund ~~other~~our ~~than as discussed below:~~operating expenses.

~~Subsequent to July 31, 2019, our principal shareholder, GRN Funds LLC, has provided a further $8,895 to us by way of loan to fund our operating expenses.~~9

8ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~ITEM~~Plan 2.of Operation

~~MANAGEMENT’S~~Our ~~DISCUSSION~~plan ~~AND~~of operations ~~ANALYSIS~~is OFto ~~FINANCIAL~~raise ~~CONDITION~~debt ~~AND~~and/or ~~RESULTS~~equity OFto ~~OPERATIONS~~meet our ongoing operating expenses. We recently entered into non-binding letters of intent to acquire to 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 completion of due diligence and the execution of material definitive agreements containing comprehensive terms and conditions. Our goal is to diligently work to close some or all of these acquisitions and cease being a shell company and to create value for our shareholders.

~~Plan~~There can be no assurance that we will successfully complete the noted acquisitions,. In particular, there is no assurance that these acquisitions will close, since due diligence has only recently begun, and no material definitive agreements have not been agreed to containing comprehensive terms and conditions. These acquisitions, along with any other mergers or business combinations contemplated and completed by us, can be expected to have a significant dilutive effect on the percentage of ~~Operation~~shares held by our current stockholders.

~~Our~~At ~~plan~~this oftime, we ~~operations~~have islittle tocash ~~raise~~on ~~debt~~hand ~~and/~~or ~~equity~~committed toresources ~~meet~~of ~~our~~debt ~~ongoing~~or ~~operating~~equity ~~expenses~~to ~~and~~fund ~~attempt~~these ~~to acquire~~losses, ~~merge~~and orwill ~~seek~~be areliant, ~~business~~potentially, ~~combination~~on advances ~~for~~from ~~growth~~our toprincipal ~~create~~shareholder, ~~value~~director ~~for~~and ~~our shareholders~~officer.

~~There~~We continue ~~can~~to beseek, noinvestigate ~~assurance~~and, ~~that~~if wesuch ~~will~~investigation ~~successfully~~warrants, ~~complete~~acquire, ~~such~~merge ~~an acquisition~~with, ~~merger~~ or engage in business ~~combination.~~combinations Inin business ~~particular,~~opportunities ~~there~~presented isto nous ~~assurance~~by ~~that~~persons ~~any~~or ~~such~~firms. ~~business~~We will benot ~~located~~restrict orour ~~that~~search to any ~~stockholder~~specific ~~will~~business, ~~realize~~industry or ~~any~~geographical ~~return~~location, onand ~~their~~we ~~shares~~may ~~after~~participate ~~such~~in abusiness ~~transaction~~ventures of virtually any nature. ~~Any~~This ~~acquisition,~~discussion ~~merger~~of orour proposed business ~~combination~~is ~~completed~~purposefully bygeneral usand ~~can~~is benot ~~expected~~meant to ~~have~~be arestrictive ~~significant~~of ~~dilutive~~our ~~effect~~virtually onunlimited ~~the~~discretion ~~percentage~~to ofsearch ~~shares~~for ~~held~~and byenter into ~~our~~potential ~~current~~business ~~stockholders~~opportunities.

AtWe may ~~this~~seek ~~time,~~a webusiness ~~have~~acquisition, ~~little~~merger ~~cash~~or oncombination ~~hand~~with orentities ~~committed~~which ~~resources~~have ofrecently ~~debt~~commenced operations, or ~~equity~~that desire to ~~fund~~develop ~~these~~a ~~losses,~~new ~~and~~product ~~will~~or ~~be reliant~~service, ~~potentially,~~or onfor ~~advances~~other ~~from~~corporate ~~our~~purposes. ~~principal~~We ~~shareholder,~~may ~~director~~acquire assets and ~~officer~~establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

We expect ~~believe~~that wethe ~~are~~selection anof ~~insignificant~~a ~~participant~~business ~~among~~acquisition, ~~the~~merger ~~firms~~or ~~which~~combination ~~engage~~will inbe ~~the~~complex ~~acquisition~~and ofrisky. ~~business~~Potentially, available business opportunities. ~~There~~may ~~are~~occur in many ~~established~~different ~~venture~~industries ~~capital~~ and ~~financial~~at ~~concerns~~various ~~that~~stages ~~have~~of ~~significantly~~development, ~~greater~~all ~~financial~~of ~~and~~which ~~personnel~~will ~~resources~~make ~~and~~the ~~technical~~task ~~expertise~~of comparative ~~than~~investigation weand ~~have.~~analysis ~~In view~~ of ~~our~~such ~~limited~~business ~~financial~~opportunities ~~resources~~extremely difficult and ~~limited~~complex. ~~management~~We ~~availability~~have, weand will continue to behave, atessentially ano ~~significant~~assets ~~competitive~~to ~~disadvantage~~provide ~~compared~~the toowners ~~our~~of ~~competitors~~business opportunities.

WeThe analysis ~~intend~~of tonew ~~seek,~~business ~~investigate~~opportunities ~~and~~will be undertaken by, ifor ~~such~~under ~~investigation~~the ~~warrants,~~supervision ~~acquire~~of, ~~merge~~our ~~with,~~director. orWe ~~engage~~intend into ~~business~~concentrate on ~~combinations~~identifying inpreliminary prospective business opportunities ~~presented~~which may be brought to usour byattention ~~persons~~through orpresent ~~firms.~~associations of Weour ~~will~~director, ~~not~~professional ~~restrict~~advisors or by our ~~search~~stockholders. toIn ~~any~~analyzing ~~specific~~prospective business opportunities, ~~industry~~we orwill ~~geographical~~consider such ~~location~~matters as (i) available technical, financial and wemanagerial ~~may~~resources; ~~participate~~(ii) inworking ~~business~~capital ~~ventures~~and other financial requirements; (iii) history of ~~virtually~~operations, if any, ~~nature.~~and ~~This~~prospects ~~discussion~~for the future; (iv) nature of ~~our~~present ~~proposed~~and ~~business~~expected iscompetition; ~~purposefully~~(v) ~~general~~quality, experience and isdepth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not ~~meant~~now toforeseeable but that may be ~~restrictive~~anticipated to impact the proposed activities of ~~our~~the ~~virtually~~company; ~~unlimited~~(viii) ~~discretion~~potential tofor growth ~~search~~or expansion; (ix) potential for profit; (x) public recognition and ~~enter~~acceptance ~~into~~of ~~potential~~products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of any business ~~opportunities~~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 ~~may~~not ~~seek~~acquire ~~a business acquisition, merger~~ or ~~combination~~merge with ~~entities~~any ~~which~~company ~~have~~for ~~recently~~which ~~commenced~~audited ~~operations,~~financial orstatements ~~that~~cannot ~~desire~~be toobtained ~~develop~~within a ~~new~~reasonable ~~product~~period of ortime ~~service,~~after orclosing ~~for~~of ~~other~~the ~~corporate~~proposed ~~purposes~~transaction. ~~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. 10

~~The~~RESULTS OF ~~analysis~~OPERATIONS ofFOR ~~new~~THE ~~business~~THREE ~~opportunities~~MONTHS ~~will~~ENDED beOCTOBER ~~undertaken by~~31, or2019 ~~under~~COMPARED ~~the~~TO ~~supervision~~THE ~~of,~~THREE ~~our~~MONTHS ~~director.~~ENDED WeOCTOBER ~~intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director~~31, 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.2018

~~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.~~Revenue

9We recognized no revenue during the three-month periods ended October 31, 2019 and 2018, as we have no business from which to generate revenue.

~~RESULTS~~General and OFAdministrative ~~OPERATIONS FOR THE THREE MONTHS ENDED JULY 31, 2019 COMPARED TO THE THREE MONTHS ENDED JULY 31, 2018~~Expenses

~~Revenue~~During the three months ended October 31, 2019, we incurred $30,783 in general and administrative expenses which was broadly comparable to the $28,088 we incurred in general and administrative expenses during the three months ended October 31, 2018, representing an increase of $2,695. General and administrative expenses included legal and accounting fees.

WeOther Income ~~recognized no revenue during the three-month periods ended July 31, 2019 and 2018, as we have no business from which to generate revenue.~~(Expense)

~~General~~During the three months ended October 31, 2019 and ~~Administrative~~2018, ~~Expenses~~we recognized no other income or expense.

During the ~~three~~ six months ended ~~July~~October 31, 2019, wecreditors ~~incurred~~who were owed a total of $26125,~~778~~000 agreed to accept payment of $92,619 in ~~general~~full and ~~administrative~~final of ~~expenses~~their ~~which~~liabilities. ~~was~~Accordingly, ~~broadly~~we ~~comparable~~recognized toa ~~the~~gain of $2732,~~092~~381 weon ~~incurred~~the insettlement ~~general~~of ~~and~~these ~~administrative~~liabilities ~~expenses~~as other income. By comparison, during the ~~three~~six months ended ~~July~~October 31, 2018, ~~representing~~we arecognized ~~decrease~~no ofother ~~just~~income ~~$314.~~or ~~General~~expense ~~and~~in ~~administrative~~the ~~expenses included director’s fees and legal and accounting fees~~period.

~~Other~~Net Income (~~Expense~~Loss)

During the three months ended ~~July~~October 31, 2019, ~~creditors~~we ~~who~~recognized ~~were~~net ~~owed~~loss ~~a total~~ of $~~125~~30,~~000~~783 ~~agreed~~compared to ~~accept~~a ~~payment~~net loss of $9228,~~619~~088 in ~~full~~the ~~and~~three ~~final~~months ended ofOctober ~~their~~31, ~~liabilities~~2018, a variance of $2,695. ~~According~~The wevariance ~~recognized~~was aprincipally ~~gain~~due ofto an increase in legal and accounting fees of $322,~~381~~695 onduring the ~~settlement~~three ofmonths ~~these~~ended ~~liabilities~~October as31, ~~other~~2019 ~~income~~over the three months ended October 31, 2018.

ByRESULTS OF ~~comparison,~~OPERATIONS ~~during~~FOR ~~the~~THE ~~three~~SIX ~~months~~MONTHS ~~ended~~ENDED ~~July~~OCTOBER 31, ~~2018,~~2019 weCOMPARED ~~recognized~~TO noTHE ~~other~~SIX ~~income~~MONTHS orENDED ~~expense~~OCTOBER in31, ~~the period.~~2018

~~Net Income (Loss)~~Revenue

~~During~~We ~~the three months ended July 31, 2019, we~~ recognized no ~~net~~revenue ~~income~~during ~~of $5,603 compared to a net loss of $27,092 in~~ the ~~three~~six-month ~~months~~periods ended ~~July~~October 31, ~~2018,~~2019 aand ~~variance of $32~~2018,~~695.~~ ~~The~~as ~~variance was principally due to the gain of $32,381~~ we ~~recognized~~have ~~on the settlement of certain liabilities during the three months ended July 31, 2019 while~~ no ~~comparable~~business ~~gain~~from ~~was~~which ~~recognized~~to ~~during~~generate ~~the three months ended July 31, 2018~~revenue.

~~LIQUIDITY~~General and ~~AND~~Administrative ~~CAPITAL RESOURCES~~Expenses

AtDuring ~~July~~the six months ended October 31, 2019, we ~~had~~incurred no$57,561 ~~cash~~in orgeneral ~~cash~~and ~~equivalents~~administrative orexpenses ~~other~~which ~~assets,~~was nobroadly ~~operating~~comparable ~~business~~to orthe $55,181 ~~other~~we ~~source~~incurred ofin ~~income~~general and ~~outstanding~~administrative ~~liabilities~~expenses during the six months ended October 31, 2018, representing an increase of $102,~~957~~380. ~~while~~General ~~our~~and ~~shareholders’~~administrative ~~deficit~~expenses ~~was~~included ~~$8,641,493~~legal and accounting fees.

~~Consequently,~~Other Income 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.(Expense)

ItDuring isthe ~~our~~six months ~~current~~ended ~~intention~~October ~~to seek to raise debt and~~31, ~~or,~~2019 ~~equity financing to meet ongoing operating expenses~~ and ~~attempt to acquire~~2018, ~~merge~~we ~~with~~recognized orno ~~engage~~other inincome ~~a business combinations with another entity~~ or ~~entities to create value for our shareholders~~expense. ~~There is no assurance that this series of events will be satisfactorily completed, and future losses are likely to occur.~~

AsDuring athe ~~result~~six months ofended ~~these~~October 31, ~~among~~2019, ~~other~~creditors ~~factors,~~who wewere ~~received~~owed ~~from~~a ~~our~~total ~~registered~~of ~~independent~~$125,000 ~~public~~agreed ~~accountants~~to accept payment of $92,619 in full and final of their ~~report~~liabilities. ~~for~~Accordingly, ~~the~~we ~~financial~~recognized ~~statements~~a ~~for~~gain of $32,381 on the ~~years~~settlement ~~ended~~of ~~April~~these ~~30,~~liabilities ~~2019~~as ~~and~~other ~~2018~~income. By comparison, anduring ~~explanatory~~the ~~paragraph~~six ~~stating~~months ~~that~~ended ~~there~~October is31, ~~substantial~~2018, ~~doubt~~we ~~about~~recognized ~~our~~no ~~ability~~other toincome ~~continue~~or asexpense ain ~~going~~the ~~concern~~period.

~~Our primary sources (uses) of cash for the three months ended July 31, 2019 and 2018 were as follows:~~11

	Three months ended			Three months ended
	July 31, 2019			July 31, 2018
Net Cash Used in Operating Activities	$	(116,300	)	$	(1,251	)
Net Cash from Investing Activities		—			—
Net Cash from Financing Activities		116,300			—
Net Change in Cash and Cash Equivalents	$	(—	)	$	(1,251	)

Net Income (Loss)

10During the six months ended October 31, 2019, we recognized net loss of $25,180 compared to a net loss of $55,181 in the six months ended October 31, 2018, a variance of $30,001. The decrease was due our recognition of a $32,381 gain on the settlement of liabilities to creditors, who were owed a total of $125,000, and agreed to accept payment of $92,619 in full and final of their liabilities.

~~Operating~~LIQUIDITY AND ~~Activities~~CAPITAL RESOURCES

~~During~~At ~~the~~October ~~three months ended January~~ 31, 2019, we ~~recognized~~had ~~net~~no ~~income~~cash ofor ~~$5,603, which was decreased for~~ cash ~~flow~~equivalents ~~purposes~~or byother ~~our~~assets, ~~non-cash~~no ~~gain~~operating ofbusiness ~~$32,381~~or onother ~~the~~source ~~settlement~~ of ~~certain~~income ~~of our liabilities~~ and anoutstanding ~~$89,522 decrease in accounts payable resulting in net cash flow used in operating activities~~ liabilities of $~~116~~41,~~300. By comparison~~740, ~~during~~while ~~the~~our ~~three~~shareholders’ ~~months~~deficit ~~ended July 31, 2018, we recognized a net loss of $27,092 which~~ was ~~largely offset for cash flow purposes by a~~ $8,~~742 increase in accounts payable and a $17~~672,~~099 increase in accruals- related parties resulting in net cash flow used in operating activities of $1,251~~276.

~~Investing~~Consequently, we ~~Activities~~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.

WeIt ~~neither~~is ~~generated~~our ~~nor~~current intention ~~used~~to ~~funds~~seek to raise debt and, or, equity financing to meet ongoing operating expenses, and in ~~investing~~order ~~activities~~to ~~during~~facilitate, to the extent ~~three~~our ~~months~~due ~~ended~~diligence ~~July~~warrants, 31the completion of our acquisitions of Pacific Banking Corp., ~~2019~~Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and ~~2018~~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. Since we entered into non-binding letters of intent to acquire these entities, and because our due diligence into these acquisitions is ongoing, and no material definitive agreements have been entered into containing comprehensive terms and conditions, there is no assurance that these acquisitions will be satisfactorily completed, and future losses are likely to occur.

~~Financing~~As ~~Activities~~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, 2019 and 2018, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

~~During~~Our ~~the~~primary ~~three~~sources ~~months~~(uses) ~~ended July 31, 2019, we received $111,579 by way~~ of ~~capital~~cash for ~~contributions~~the ~~from~~six ~~our~~months ~~former~~ended ~~principal~~October ~~shareholders and $4~~31,~~732~~ by2019 ~~way of loans from our former ($1,232)~~ and ~~current~~2018 ~~($3,500)~~were ~~principal~~as ~~shareholders, to fund our working capital requirements. We also repaid $11 in respect of fees drawn in excess of our bank balance.~~follows:

By comparison, we neither generated nor used funds in financing activities during the three months ended July 31, 2018.

	Six months ended			Six months ended
	October 31, 2019			October 31, 2018

Net Cash Used in Operating Activities	$	(141,922	)	$	(1,575	)
Net Cash from Investing Activities		—			—
Net Cash from Financing Activities		141,922			—
Net Change in Cash and Cash Equivalents	$	—		$	(1,575	)

We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan of seeking a combination with a private operating company. 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.Operating Activities

~~Off~~During the six months ended October 31, 2019, we recognized net loss of $25,180, which was decreased for cash flow purposes by our non-~~Balance~~cash gain ~~Sheet~~of ~~Arrangements~~$32,381 on the settlement of certain of our liabilities and an $84,361 decrease in accounts payable resulting in net cash flow used in operating activities of $141,922. By comparison, during the six months ended October 31, 2018, we recognized a net loss of $55,181 which was largely offset for cash flow purposes by a $21,242 increase in accounts payable and a $32,364 increase in accruals- related parties resulting in net cash flow used in operating activities of $1,575.

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. 12

~~Contractual Obligations~~Investing Activities

~~None~~We used no funds in investing activities during the six months ended October 31, 2019 and 2018.

~~ITEM 3.~~Financing Activities

~~QUANTATIVE~~During the ~~AND~~six ~~QUALATIVE~~months ~~DISCLOSURES~~ended ~~ABOUT~~October ~~MARKET~~31, ~~RISK~~ 2019, we received $111,579 by way of capital contributions from our former principal shareholders and $30,354 by way of loans from our principal shareholder, to fund our working capital requirements. We also repaid $11 in respect of fees drawn in excess of our bank balance.

AsBy comparison, awe ~~“smaller~~neither ~~reporting~~generated ~~company”~~nor asused ~~defined~~funds byin ~~Item~~financing 10activities ofduring ~~Regulation S-K,~~ the ~~Company~~six ismonths ~~not~~ended ~~required~~October to31, ~~provide information required by this Item~~2018.

~~ITEM~~We 4are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan of seeking a combination with a private operating company. 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.

~~CONTROLS~~Off-Balance Sheet ~~AND PROCEDURES~~Arrangements

~~Evaluation~~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 ~~Disclosure~~operations, ~~Controls~~liquidity, capital ~~and~~expenditures ~~Procedures~~or capital resources that is material to investors.

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.Contractual Obligations

11None

AsITEM of the quarter ended July 31, 2019, 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 any material weaknesses or significant deficiencies under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)3. AQUANTATIVE ~~material~~AND ~~weakness~~QUALATIVE isDISCLOSURES aABOUT ~~deficiency,~~MARKET 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.RISK

~~Based~~As a on“smaller ~~that~~reporting ~~evaluation,~~company” weas ~~concluded~~defined ~~that~~by ~~because~~Item 10 of ~~the~~Regulation ~~material~~S-K, ~~weaknesses~~the inCompany ~~our~~is ~~internal control over financial reporting our disclosure controls and procedures were~~ not ~~sufficient~~required asto ofprovide ~~July~~information required ~~31,~~by ~~2019~~this Item.

~~Changes~~ITEM in4. ~~Internal~~CONTROLS ~~Controls~~AND ~~over Financial Reporting~~PROCEDURES

~~There~~Evaluation of ~~have~~Disclosure ~~been~~Controls noand changes in our internal control over financial reporting during the quarter ended July 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Procedures

12Management 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.

~~PART~~As IIof –the ~~OTHER~~quarter ended ~~INFORMATION~~October 31, 2019, 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 any 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.

~~ITEM~~Based 1on that evaluation, we concluded that our disclosure controls and procedures over financial reporting were not effective as of October 31, 2019.

~~LEGAL~~Changes in ~~PROCEEDINGS~~Internal Controls over Financial Reporting

There ~~are~~have ~~presently~~ been no ~~material~~changes ~~pending~~in ~~legal~~our ~~proceedings~~internal tocontrol ~~which~~over financial reporting during the ~~Company,~~quarter ~~any~~ended ~~executive~~October ~~officer~~31, ~~any~~2019 ~~owner~~that ofhave ~~record~~materially affected, or ~~beneficially~~are ofreasonably ~~more~~likely ~~than five percent of any class of voting securities is a party or as~~ to ~~which~~materially ~~any of its property is subject~~affect, ~~and~~our nointernal ~~such~~control ~~proceedings~~over ~~are~~financial ~~known to the Company to be threatened or contemplated against it~~reporting.

~~ITEM 1A.~~13

~~RISK~~PART ~~FACTORS~~II

AsOTHER ~~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.~~INFORMATION

ITEM 21. LEGAL PROCEEDINGS

~~UNREGISTERED~~There are ~~SALE~~presently OFno ~~EQUITY~~material ~~SECURITIES~~pending ~~AND~~legal ~~USE~~proceedings OFto ~~PROCEEDS~~which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

NoITEM ~~sale~~1A. ofRISK ~~unregistered securities was completed during the three months ended July 31, 2019 or 2018.~~FACTORS

~~ITEM~~As a 3“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

~~DEFAULTS~~ITEM ~~UPON~~2. ~~SENIOR~~UNREGISTERED ~~SECURITES~~SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

No ~~senior~~sale ~~securities~~of ~~were~~unregistered ~~issued~~securities was orcompleted ~~outstanding~~ during the three months ended ~~July~~October 31, 2019 or 2018.

ITEM 43. DEFAULTS UPON SENIOR SECURITIES

~~MINE~~No ~~SAFETY~~senior ~~DISCLOSURES~~securities were issued or outstanding during the three months ended October 31, 2019 or 2018

~~Not applicable to our Company~~.

ITEM 54. MINE SAFETY DISCLOSURES

~~OTHER~~Not ~~INFORMATION~~applicable to our Company.

~~None~~ITEM 5. OTHER INFORMATION

~~ITEM 6.~~None

ITEM 6. EXHIBITS

Exhibit		Description
31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of the Company’s Principal Executive Officer and Principal Financial pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		XBRL INSTANCE DOCUMENT*
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
101.CAL		XBRL TAXONOMY CALCULATION LINKBASE DOCUMENT*
101.DEF		XBRL TAXONOMY DEFINITION LINKBASE DOCUMENT*
101.LAB		XBRL TAXONOMY LABEL LINKBASE DOCUMENT*
101.PRE		XBRL TAXONOMY PRESENTATION LINKBASE DOCUMENT*

*	Filed herewith.

1314

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~~		GRN Holding Corporation
Date: September 23, 2019	By:	/s/ Justin Costello
Date:	December 23, 2019		By:	/s/ Justin Costello
		~~Justin Costello Director, President, Chief Executive Officer and Chief Financial Officer~~		Justin Costello Director, President, Chief Executive Officer and Chief Financial Officer

1415

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