Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer,” “accelerated filer,” "non-accelerated filer," "accelerated filer"“smaller reporting company” and "smaller reporting company"“emerging growth company” in Rule 12b-2 of the Exchange Act.

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2021

(UNAUDITED)

NOTE 1: DESCRIPTION OF BUSINESS

GRN Holding Corporation, (formerly Norman Cay Development, Inc.)a Nevada corporation, (“DGC”GRN,” “the Company,” “We," "Us" or “Our’) is an emerging U.S. based mineral exploration company.

On June 20, 2019, GRN Funds, LLC, a Washington limited liability company, Discovery Gold Ghana Limited, (“DGG”) (collectively “the Company”, “Discovery”, “we” or “us”) ownsand its manager and Chief Executive Officer, Justin Costello, purchased a 95% beneficial interest in an option to acquire the exclusive rights to explore the Edum Banso gold project within the historic and prolific Ashanti Gold Belt located in the countrytotal of Ghana in West Africa.

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 cash paymentspecial meeting of $100,000the 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 17.5 million shares of the DGC’s common stock valued at $4.55 million.

On July 31, 2020, the Company announce that it had entered into an agreement with Xtra-Gold Exploration Limited and Xtra-Gold Resources Corp. (collectively “Xtra-Gold Resources”) for the acquisitiona binding letter of an optionintent to acquire Microcap Advisors, LLC. This announcement follows the exclusive rightscompletion of due diligence earlier this year and will help to explore the Edum Banso gold project in Ghana. DGG agreed to pay Xtra-Gold Resources 1 million shares of its common stock valued at $260,000 and $250,000 in cash to acquire the option. $125,000 of the cash consideration was paid on the execution of the agreement and the balance of $125,000, together with costs of $10,000, was payable underdefine the terms of a note payable, six monthsmutual 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 datepositions of CEO, Director, Chairman, and Secretary, and appointed Donald Steinberg as the agreement. The final balancenew CEO, Director, Chairman, and Secretary.

On April 25, 2022, Justin Costello sold One Hundred and Forty-Four Million (144,000,000) Shares of $135,000 was paidCommon Stock to Donald

Steinberg in fullexchange for $140,000 per a Stock Purchase Agreement dated April 20, 2022.

As further discussed in Note 10. Subsequent Events below, on January 23, 2012.

As further discussed in Note 10. Subsequent Events below, on August 19, 2020, the Company announced that it had entered into a totalbinding letter of 35% of DGG’s optionintent to acquire Pacific Merchant Processing, Inc.   This announcement follows the exclusive rightscompletion of due diligence earlier this year and will help to explore the Edum Banso gold project for consideration of not less than $3.75 million, consisting of $1.25 million in cash and not less than $2.5 million in shares of NSRS common stock.

On August 22, 2020 the Edum Banso gold project forCompany’s Board of Directors approved an amendment to the issuanceCompany’s Articles of 10Incorporation 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 NSRSState.

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 provided such stockand 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 have a market valuevote, the shareholders approved an amendment to the Company’s Articles of not less than $2.5 million on October 1, 2012. InIncorporation increasing the event that these 10 millionCompany’s authorized shares of NSRSto 760,000,000 common shares, 750,000,000 being common stock were to be worth less than $2.5 million on October 1, 2012, weand 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 the option to return these shares to NSRS and require NSRS to return this 25% ownership in DGG’s optionentered into a binding letter of intent to acquire SMLY, Inc., doing business as 7 Point Financial and 9 Square Consulting   This announcement follows the exclusive rightscompletion of due diligence earlier this year and will help to exploredefine the Edum Banso gold projectterms of a mutual definitive agreement to us.

 As further discussed in Note 10. Subsequent Events below, the exclusive rightsCompany 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 explore the Edum Banso gold project from 70% to 95%.

NOTE 2. GOING CONCERN

Our financial statements are considered an exploration stage company under the criteria set forth by the Securities and Exchange Commission (“SEC”) since we have not yet demonstrated the existence of proven or probable reserves, as defined by the SEC. As a result, and in accordance withprepared 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 (“U.S.US GAAP”) for exploration stage companies, all expenditures for exploration and evaluation of our property are expensed as incurred and, unless mineralized material is classified as proven or probable reserves, substantially all expenditures for mine and mill construction will be expensed as incurred. Certain expenditures, such as for rolling stock or other general-purpose equipment, may be capitalized, subjecthave been consistently applied. The Company has elected an April 30 year-end. The Company has not earned any revenue to evaluation of the possible impairment of the asset. We will not exit the exploration stage unless and until we demonstrate the existence of proven or probable reserves that meet the SEC guidelines.

The definition of proven and probable reserves is set forth in SEC Industry Guide 7. Proven reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; (b) grade and/or quality are computed from the results of detailed sampling; and (c) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. Probable reserves are reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation. In addition, reserves cannot be considered proven and probable until they are supported by a feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are economically and legally extractable at the time of the reserve determination.

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 base our estimates and assumptions on current facts, historical experience and various other factorsmaintain cash balances in a non-interest-bearing account that we believecurrently 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 reasonable under the circumstances, the resultscash equivalents. As of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Our actual results may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Level 3 – Significant inputs to pricing that are unobservable as of the recorded valuesreporting date.  The types of allassets 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 other financial instruments approximateprepaid expenses, accounts payable and accruals, note payable and loan – related party approximates their current fair values because of their nature and respective maturity dates or durations.

Income Taxes

The provision for income taxes underis computed using the asset and liability method, under which requires recognition of deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differencetemporary differences between the financial statementsreporting 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 yearyears in which the differencesthose tax assets are expected to reverse.

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 development or exploration stage since our Inception (April 28, 2010) andperformance obligation

At this time, we have not yet realized any revenues from our operations. We are primarily engaged inidentified specific planned revenue streams.

During the acquisitionnine-month periods ended January 31, 2021 and exploration of mining properties. Once revenue has been generated from the exploitation of mining properties,2020, we will recognize revenue when an arrangement exists, the product has been delivered, the sales price is fixed or determinable, and collectability is reasonably assured.

Advertising Costs

We expense advertising costs when advertisements occur. No advertising costs were incurred during the terms of which potentially a total of 35% ownership in our option to acquire the exclusive rights to explore the Edum Banso gold project was to be transferred to NSRS for potential consideration of not less than $3.75 million, consisting of $1.25 million in cash and not less than $2.5 million in shares of NSRS common stock.

Stock-Based Compensation

The cost of equity instruments issued to non-employees in return for goods and 2012.

Effective February 5, 2020, we entered into financing agreement to meet our ongoing operating needs or to allow us to achieve our objective to explorepurchase 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 Edum Banso Gold Project. We had no operating business or other source of income, and have incurred losses of $8,075,702 since Inception (April 28, 2010).

Effective July 1, 2020, we entered into an agreement with Xtra-Gold Resourcesa quarterly subscription to publish investor relations materials for $1,500. We accounted for this transaction by amortizing the acquisition of an option to acquire the exclusive rights to explore the Edum Banso gold project in Ghana. DGG agreed to pay Xtra-Gold Resources 1 million shares of its common stock valued at $260,000 and $250,000 in cash to acquire the option. $125,000cost of the cash consideration was paidsubscription on a straight-line basis over the executionthree-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. 

NOTE 6. NOTE PAYABLE

As of January 31, 2021 and April 30, 2020, the balance of $125,000, together with costs of $10,000, was payable under the terms of a note payable six months from the date of the agreement. The final balance of $135,000 was paid in full on January 23, 2012.

Effective December 31, 2012,February 5, 2020, we received final governmental approval for the contractual assignment of the option to explore the Edum Banso gold project in Ghana from Xtra-Gold Resources to DGG.

During the nine monthsnine-month period ended January 31, 2013 we settled balances2021 our former principal shareholder, GRN Funds, LLC, advanced $24,884 to us by way of $30,122 dueloan to related parties by the issuance of 301,222 shares offund our common stock. We negotiated the settlement of these $30,122 liabilities by issuing stock to these related parties based on a 35% discount to our share price at the date on which we incurred these liabilities. The market value of the shares issued to settle these liabilities at the date of their issuance was $162,660 and consequently we recognized a loss on the settlement of these liabilities of $132,538.

During the nine monthsnine-month period ended January 31, 2013, we borrowed2021 an additional $133,500 from this creditor, bringingentity 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 principal balance to $210,344.  The obligation was not secured byfollowing 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 assetsformer sole director and interest accrued at 10% per annumofficer. He is also the manager of GRN Funds, LLC, our former majority shareholder, and was due on demand.

We were not subject to any pending material legal proceedings during the nine monthsnine-month periods ended January 31, 2013, we settled2021 and 2020 that are likely to result in a reasonably determinable and reportable contingent liability.

Contractual Obligations 

On October 17, 2019, the principal balanceCompany entered into an executive employment agreement with Justin Costello, its former sole director and president, secretary and treasurer, for a term of $210,344one 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 accrued interest of $17,516 by the issuance of 1,515,266 shares of our common stock. We negotiated the settlement of this $227,860 liability by issuing stock to the related party based on a 35% discount to our share price at the date on which we incurred this liability. The market value of the shares issued to settle this liability at the date of their issuance was $833,396 and consequently we recognized a loss on the settlement of this liability of $605,536.

As of January 31, 2021 and consequentlyApril 30, 2020, no shares of preferred stock were issued and outstanding during the three and nine month periods endedoutstanding.

Common Stock

As of January 31, 2013 or 2012 or as at January 31, 2013 or2021 and April 30, 2012.

On August 22, 2020, our board of directors by resolution and a majority of our common stock were issued in the nine month period ended January 31, 2013: