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                                                                 |     
|                               |                                                                                       | 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







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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                                                                                                           |  |             | —           |   |           |  
|                                                                                                                           |  |             |             |   |           |  
|Total Current Assets                                                                                                       |  |             | 128         |   |           |  
|                                                                                                                           |  |             |             |   |           |  
|Total Assets                                                                                                               |  | $           | 128         |   |           | $
|                                                                                                                           |  |             |             |   |           |  
|LIABILITIES AND SHAREHOLDERS' DEFICIT                                                                                      |  |             |             |   |           |  
|                                                                                                                           |  |             |             |   |           |  
|Current Liabilities                                                                                                        |  |             |             |   |           |  
|Accounts Payable and Accruals                                                                                              |  | $           | 197,802     |   |           | $
|Note Payable                                                                                                               |  |             | 72,090      |   |           |  
|Loans - Related Parties                                                                                                    |  |             | 174,884     |   |           |  
|Total Current Liabilities                                                                                                  |  |             | 444,776     |   |           |  
|                                                                                                                           |  |             |             |   |           |  
|Total Liabilities                                                                                                          |  |             | 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  |   |           |  
|Additional Paid-In Capital                                                                                                 |  |             | 8,446,691   |   |           |  
|Accumulated Deficit                                                                                                        |  |             | (24,214,683 | ) |           |  
|Total Shareholders' Deficit                                                                                                |  |             | (444,648    | ) |           |  
|                                                                                                                           |  |             |             |   |           |  
|Total Liabilities and Shareholders' Deficit                                                                                |  | $           | 128         |   |           | $



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









2







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|









|GRN HOLDING CORPORATION                                      
|-------------------------------------------------------------
|STATEMENTS OF OPERATIONS (UNAUDITED)                         
|                                                             
|                                                             
|                                                             
|                                                             
|                                                             
|REVENUE                                                      
|                                                             
|EXPENSES                                                     
|General and administrative                                   
|                                                             
|Total Expenses                                               
|                                                             
|OPERATING LOSS                                               
|                                                             
|OTHER INCOME                                                 
|Gain on settlement of liabilities                            
|                                                             
|LOSS BEFORE TAXES                                            
|                                                             
|TAXES                                                        
|                                                             
|NET LOSS                                                     
|                                                             
|Net Loss per Common Share: Basic and Diluted                 
|                                                             
|Weighted Average Common Shares Outstanding: Basic and Diluted
|                                                             







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









3







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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 
|                                   |  |               |             |  |         |   |            |             |  |   |           |  |  |       |            
|Capital contributions by           |  |               |             |  |         |   |            |             |  |   |           |  |  |       |            
|previous principal shareholders    |  |               |             |  |         |   |            |             |  |   | 111,579   |  |  |       |            
|                                   |  |               |             |  |         |   |            |             |  |   |           |  |  |       |            
|Forgiveness of related party debt  |  |               |             |  |         |   |            |             |  |   | 86,147    |  |  |       |            
|                                   |  |               |             |  |         |   |            |             |  |   |           |  |  |       |            
|Issuance of stock as compensation  |  |               | 66,666      |  |         |   | 67         |             |  |   | 65,932    |  |  |       |            
|                                   |  |               |             |  |         |   |            |             |  |   |           |  |  |       |            
|Net income for the period          |  |               |             |  |         |   |            |             |  |   |           |  |  |       | (268,097   
|                                   |  |               |             |  |         |   |            |             |  |   |           |  |  |       |            
|Balance at January 31, 2020        |  |               | 249,843,977 |  |         | $ | 249,844    |             |  | $ | 8,446,691 |  |  | $     | (8,915,193 
|                                   |  |               |             |  |         |   |            |             |  |   |           |  |  |       |            
|Balance at April 30, 2020          |  |               | 249,843,977 |  |         | $ | 249,844    |             |  | $ | 8,446,691 |  |  | $     | (9,083,046 
|                                   |  |               |             |  |         |   |            |             |  |   |           |  |  |       |            
|Issuance of stock as compensation  |  |               | 30,146,999  |  |         |   | 15,073,500 |             |  |   |           |  |  |       |            
|                                   |  |               |             |  |         |   |            |             |  |   |           |  |  |       |            
|Prior period adjustment to deficit |  |               |             |  |         |   |            |             |  |   |           |  |  |       | (14,445,469
|                                   |  |               |             |  |         |   |            |             |  |   |           |  |  |       |            
|Net loss for the period            |  |               |             |  |         |   |            |             |  |   |           |  |  |       | (686,168   
|                                   |  |               |             |  |         |   |            |             |  |   |           |  |  |       |            
|Balance at January 31, 2021        |  |               | 279,990,976 |  |         | $ | 15,323,344 |             |  | $ | 8,446,691 |  |  | $     | (24,214,683







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







4







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|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 | ) |      | $
|Adjustments to reconcile net income (loss) to             |  |                           |          |   |      |  
|net cash used in operating activities                     |  |                           |          |   |      |  
|Accrued expenses                                          |  |                           | 566,710  |   |      |  
|Gain on settlement of liabilities                         |  |                           | —        |   |      |  
|Officer’s compensation paid in common stock               |  |                           | —        |   |      |  
|                                                          |  |                           |          |   |      |  
|Changes in working capital items:                         |  |                           |          |   |      |  
|Prepaid expenses                                          |  |                           | 58,265   |   |      |  
|Accounts payable                                          |  |                           | —        |   |      |  
|                                                          |  |                           |          |   |      |  
|Net Cash Used In Operating Activities                     |  |                           | (61,193  | ) |      |  
|                                                          |  |                           |          |   |      |  
|Net Cash Flow from Investing Activities                   |  |                           | —        |   |      |  
|                                                          |  |                           |          |   |      |  
|Net Cash Flow from Financing Activities                   |  |                           |          |   |      |  
|Fees drawn in excess of bank balance                      |  |                           | —        |   |      |  
|Advances - related parties                                |  |                           | 61,321   |   |      |  
|Capital contributions by previous principal shareholders  |  |                           | —        |   |      |  
|                                                          |  |                           |          |   |      |  
|Net Cash Flow Provided by Financing Activities            |  |                           | 61,321   |   |      |  
|                                                          |  |                           |          |   |      |  
|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                         |  | $                         | —        |   |      | $









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









5







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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.







6







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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.







7







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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.







8







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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.







9







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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.







11







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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 | ) |                   | $
|Net Cash from Investing Activities        |  |                   | —       |   |                   |  
|Net Cash Provided by Financing Activities |  |                   | 61,321  |   |                   |  
|Net Change in Cash and Cash Equivalents   |  | $                 | 128     |   |                   | $







14







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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.







15







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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.











16







| | 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
| | ------- | --------



|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*        
|        |  |                                                                                                                                                                                                     





|* | Filed herewith.
|- | ---------------
|  |                
|  |                







17









|
|



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 |  |  |                        
|      |               |  |  |                        



















18