Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Apr. 30, 2020 | Aug. 07, 2020 | Oct. 31, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | GRN Holding Corp | ||
Entity Central Index Key | 0001492448 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Apr. 30, 2020 | ||
Current Fiscal Year End Date | --04-30 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | true | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity File Number | 000-54709 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding | 249,843,977 | ||
Public float | $ 63,705,734 |
BALANCE SHEETS (UNAUDITED)
BALANCE SHEETS (UNAUDITED) - USD ($) | Apr. 30, 2020 | Apr. 30, 2019 |
Current Assets | ||
Cash and Cash Equivalents | $ 0 | $ 0 |
Prepaid Expenses | 58,265 | 0 |
Total Current Assets | 58,265 | 0 |
Total Assets | 58,265 | 0 |
Current Liabilities | ||
Fees Drawn in Excess of Bank Balance | 0 | 11 |
Accounts Payable | 197,802 | 129,360 |
Accruals - Related Parties | 0 | 77,218 |
Note Payable | 72,090 | 0 |
Loans - Related Parties | 174,884 | 7,697 |
Total Current Liabilities | 444,776 | 214,286 |
Total Liabilities | 444,776 | 214,286 |
Shareholders' Deficit | ||
Preferred Stock, $0.001 par value, 10,000,000 authorized none issued and outstanding | 0 | 0 |
Common Stock, $0.001 par value, 250,000,000 authorized, 249,843,977 and 249,777,311 issued and outstanding, respectively | 249,844 | 249,777 |
Additional Paid in Capital | 8,446,691 | 8,183,033 |
Accumulated Deficit | (9,083,046) | (8,647,096) |
Total Shareholders' Deficit | (386,511) | (214,286) |
Total Liabilities and Shareholders' Deficit | $ 58,265 | $ 0 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 30, 2020 | Apr. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 249,843,977 | 249,777,311 |
Common stock, shares outstanding | 249,843,977 | 249,777,311 |
STATEMENTS OF OPERATIONS (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Income Statement [Abstract] | ||
REVENUE | $ 0 | $ 0 |
EXPENSES | ||
General and administrative expenses | 467,862 | 125,164 |
Total Expenses | 467,862 | 125,164 |
OPERATING LOSS | (467,862) | (125,164) |
OTHER INCOME (EXPENSE) | ||
Gain on settlement of liabilities | 32,381 | 0 |
Interest expense | (469) | 0 |
Total Other Income | 31,912 | 0 |
LOSS BEFORE TAXES | (435,950) | (125,164) |
TAXES | 0 | 0 |
NET INCOME (LOSS) | $ (435,950) | $ (125,164) |
Net Loss per Common Share: Basic and Diluted | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding: Basic and Diluted | 249,803,358 | 249,777,311 |
STATEMENTS OF CASHFLOWS (UNAUDI
STATEMENTS OF CASHFLOWS (UNAUDITED) - USD ($) | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Cash Flows (Used In) Operating Activities: | ||
Net Loss | $ (435,950) | $ (125,164) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on settlement of liabilities | (32,381) | 0 |
Stock issued for compensation | 65,999 | 0 |
Changes in working capital items: | ||
Prepaid expenses | 19,422 | 0 |
Accounts payable | 213,179 | 46,102 |
Accruals - related parties | 0 | 69,765 |
Net Cash (Used In) Operating Activities | (169,731) | (9,297) |
Cash Flows From (Used In) Investing Activities: | 0 | 0 |
Cash Flows From Financing Activities: | ||
Fees drawn in excess of bank balance | (11) | 11 |
Repayment of note payable | (6,374) | 0 |
Advances from loans - related parties | 176,116 | 7,697 |
Net Cash From Financing Activities | 169,731 | 7,708 |
Net Change in Cash | 0 | (1,589) |
Beginning Cash | 0 | 1,589 |
Ending Cash | 0 | 0 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | 469 | 0 |
Cash paid for tax | 0 | 0 |
Supplemental Disclosures of Non-Cash Financing Activities | ||
Forgiveness of related party debt | 86,147 | 0 |
Capital contributions by previous principal shareholders paid directly to vendors | 111,579 | 0 |
Directors’ and officers' liability insurance note payable | $ 77,687 | $ 0 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at beginning at Apr. 30, 2018 | $ 249,777 | $ 8,183,033 | $ (8,521,932) | $ (89,122) |
Balance at beginning (in shares) at Apr. 30, 2018 | 249,777,311 | |||
Net income (loss) for the period | (125,164) | (125,164) | ||
Balance at end at Apr. 30, 2019 | $ 249,777 | 8,183,033 | (8,647,096) | (214,286) |
Balance at end (in shares) at Apr. 30, 2019 | 249,777,311 | |||
Capital contributions by previous principal shareholders | 111,579 | 111,579 | ||
Forgiveness of related party debt | 86,147 | 86,147 | ||
Stock issued for services | $ 67 | 65,932 | 65,999 | |
Stock issued for services (in shares) | 66,666 | |||
Net income (loss) for the period | (435,950) | (435,950) | ||
Balance at end at Apr. 30, 2020 | $ 249,844 | $ 8,446,691 | $ (9,083,046) | $ (386,511) |
Balance at end (in shares) at Apr. 30, 2020 | 249,843,977 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Apr. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 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. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Apr. 30, 2020 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 2. GOING CONCERN Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income. For the year ended April 30, 2020, we reported a net loss of $435,950, and had an accumulated deficit of $9,083,046 as of April 30, 2020. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives. The COVID-19 pandemic could have an impact on our ability to obtain financing to fund operations. The Company is unable to predict the ultimate impact at this time. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Apr. 30, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied. The Company has elected an April 30 year-end. The Company has not earned any revenue to date. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of April 30, 2020, and 2019, our cash balance was $0. Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of bank overdraft, prepaid expenses, accounts payable, accrued expenses - related parties, note payable and loans – related parties. The carrying amount of our bank overdraft, prepaid expenses, accounts payable, accrued expenses- related parties, note payable and loans payable – related party approximates their fair values because of the short-term maturities of these instruments Related Party Transactions A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 6, 8 and 11 below for details of related party transactions in the period presented. Income Taxes The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. Once we establish revenue-generating activities, likely through acquisition of an operating company, we intend to apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfills our obligations under each of our agreements: Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract(s) Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation At this time, we have not identified specific planned revenue streams. During the years ended April 30, 2020 and 2019, we did not recognize any revenue. Advertising Costs We expense advertising costs when advertisements occur. No advertising costs were incurred during the years ended April 30, 2020 or 2019. Stock-Based Compensation The cost of equity instruments issued to non-employees in return for goods and services is measured by the fair value of the equity instruments issued. Measurement date for non-employees is the grant date of the stock-based compensation. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued. Net Loss per Share Calculation Basic net loss per common share ("EPS") is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued or outstanding during 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 |
PREPAID EXPENSES
PREPAID EXPENSES | 12 Months Ended |
Apr. 30, 2020 | |
Notes to Financial Statements | |
PREPAID EXPENSES | NOTE 4. PREPAID EXPENSES As of April 30, 2020, and 2019, our balance of prepaid expenses was $58,265 and $0, respectively. Effective February 5, 2020, we entered into financing agreement to purchase a Directors’ and Officers’ insurance policy at a projected annual cost of $75,809, excluding finance costs. We accounted for this transaction by amortizing the anticipated annual cost of the policy on a straight-line basis over the anticipated one-year life of the policy. As further disclosed in Note 13 Subsequent Events |
ACCOUNTS PAYABLE AND ACCRUALS
ACCOUNTS PAYABLE AND ACCRUALS | 12 Months Ended |
Apr. 30, 2020 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUALS | NOTE 5. ACCOUNTS PAYABLE AND ACCRUALS As April 30, 2020 and 2019, our balance of accounts payable and accruals was $197,802 and $129,360, respectively. Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to satisfy outstanding accounts payable totaling $111,579 by way of capital contributions to the Company. These capital contributions have been recognized in additional paid in capital. Contemporaneously with these payments, As of April 20,2020, the balance of accounts payable and accruals related primarily to legal fees and a deposit for our Directors’ and Officers’ insurance policy. |
ACCRUALS - RELATED PARTIES
ACCRUALS - RELATED PARTIES | 12 Months Ended |
Apr. 30, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUALS - RELATED PARTIES | NOTE 6. ACCRUALS - RELATED PARTIES As April 30, 2020 and 2019, our balance of accrual – related parties was $0 and $77,218, respectively. Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to settle the entire outstanding balance of accruals – related parties. The forgiveness of accruals-related parties of $77,218 has been recognized in additional paid in capital. |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Apr. 30, 2020 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE | NOTE 7. NOTE PAYABLE Effective February 5, 2020, we entered into a financing agreement to purchase a Directors’ and Officers’ insurance policy. The policy was set to expire in February 2021. Under the terms of the financing agreement, we were required to make 9 monthly payments of $6,374 commencing March 3, 2020. As of April 30, 2020, we had made a single payment of $6,374 under the terms of this agreement. Total outstanding balance on the debt at April 30, 2020 was $72,090. During the year ended April 30, 2020, total interest paid on the note was $469. As further disclosed in Note 13 Subsequent Events for non-payment effective May 11, 2020 and no further payments have been made under this finance agreement. The financing agreement terminated upon the Company’s decision to cancel the policy, and the Company incurred no fees or penalties in connection with the cancellation of the financing agreement. |
LOANS- RELATED PARTIES
LOANS- RELATED PARTIES | 12 Months Ended |
Apr. 30, 2020 | |
Notes to Financial Statements | |
LOANS- RELATED PARTIES | NOTE 8. LOANS - RELATED PARTIES As of April 30, 2020, and 2019, our balance of loans – related parties was $174,884 and $7,697, respectively. Between May 1, 2019 and June 25, 2019, one of our former principal shareholders advanced to us $1,232 to fund our working capital needs Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to forgive the total balance of loans - related parties of $8,929. The forgiveness of the balance of $8,929 has been recognized in additional paid in capital. During the period from June 26, 2019 to April 30, 2020, our new principal shareholder, GRN Funds, LLC, advanced $174,884 to us by way of loan to fund our working capital requirements. The loan is unsecured, interest free and due on demand. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Apr. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9. INCOME TAXES On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affect fiscal 2018, including, but not limited to requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years. The Tax Act also establishes new tax laws that will affect 2018 and later years, including, but not limited to, a reduction of the U.S. federal corporate tax rate from 34% to 21%, a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries, net operating loss deduction limitations, a base erosion, anti-tax abuse tax and a deduction for foreign-derived intangible income and a new provision designed to tax global intangible low-taxed income. We did not provide any current or deferred US federal income tax provision or benefit for the years ended April 30, 2020 or 2019, as we incurred tax losses during both periods When it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended April 30, 2020 or 2019 as defined under ASC 740, "Accounting for Income Taxes." We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet. The provision for income taxes differs from the amount computed by applying the statutory federal and state income tax rates of 21% and 5%, respectively, to income before provision for income taxes. The deferred tax asset and valuation account are as follows: Year Ended Year Ended NOL Carryforward $ 2,267,700 $ 2,154,400 Valuation Allowance (2,267,700 ) (2,154,400 ) Net Deferred Tax Asset $ — $ — A reconciliation of the income taxes computed at the statutory rate is as follows: Year Ended Year ended Tax credit at statutory rate (26%) $ 113,300 $ 32,500 Increase in valuation allowance (113,300 ) (32,500 ) Net deferred tax assets $ — $ — The change in valuation allowance for the years ended April 30, 2020 and 2019 was approximately $113,300 and $32,393, respectively. As of April 30, 2020, the Company had a federal net operating loss carryforward of approximately $8,722,100. The annual offset of this carryforward loss against any future taxable profits will be substantially limited under the provisions of Internal Revenue Code Section 381 due to the change in control that took place in the year ended April 30, 2020. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 12 Months Ended |
Apr. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 10. COMMITMENTS & CONTINGENCIES Legal Proceedings As of the year ended April 30, 2020, and to date the following are pending material litigations involving claims exceeding $5,000, that individually or in the aggregate, involves the Company, or any of its directors, officers or affiliates: 1) Dean Huge vs. Orlando Birgrager, Erik Blum, BBVI Consulting, SA, Weiser Global Capital Markets, Ltd., GRN Holding Corporation 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 We were not subject to any pending material legal proceedings for the years ended April 30, 2020 and 2019 that are likely to result in a reasonably determinable and reportable contingent liability. Contractual Obligations On October 17, 2019, the Company entered into an executive employment agreement with Justin Costello, its sole director and president, secretary and treasurer, for a term of one year, which automatically renews for consecutive one year terms, with an annual salary of $1.00. On October 21, 2019, the Company retained Nancy Norton as legal counsel. The contract is terminable at will. The Company agreed to pay an annual salary of $135,000. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Apr. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 11. SHAREHOLDERS’ DEFICIT Preferred Stock As of April 30, 2020, and 2019, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001. As of April 30, 2020, and 2019, no shares of preferred stock were issued and outstanding. Common Stock As of April 30, 2020, and 2019, we were authorized to issue 250,000,000 shares of common stock with a par value of $0.001. On December 9, 2019, the Company issued 66,666 shares of common stock in stock compensation for services at $65,999. As of April 30, 2020, and 2019, 249,843,977 and 249,777,311 shares of common stock were issued and outstanding, respectively. Additional Paid in Capital Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to satisfy outstanding accounts payable by way of capital contributions to the Company totaling $111,579. In addition, effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to forgive accruals-related parties of $77,218 and loans-related parties of $8,829. The total forgiveness of $86,147 related party debt has been recognized in additional paid in capital. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Apr. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12. SUBSEQUENT EVENTS On consideration, management decided not to maintain coverage under the Directors’ and Officers’ insurance policy entered into effective February 5, 2020 and accordingly the policy was cancelled for non-payment effective May 11, 2020. The financing agreement terminated upon the Company’s decision to cancel the policy, and the Company incurred no fees or penalties in connection with the cancellation of the financing agreement. The Company otherwise evaluated subsequent events after April 30, 2020, in accordance with FASB ASC 855 Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Apr. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied. The Company has elected an April 30 year-end. The Company has not earned any revenue to date. |
Use of Estimates | 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 | Cash and Cash Equivalents We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of April 30, 2020, and 2019, our cash balance was $0. |
Fair Value Measurements | Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of bank overdraft, prepaid expenses, accounts payable, accrued expenses - related parties, note payable and loans – related parties. The carrying amount of our bank overdraft, prepaid expenses, accounts payable, accrued expenses- related parties, note payable and loans payable – related party approximates their fair values because of the short-term maturities of these instruments. |
Related Party Transactions | Related Party Transactions A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 6, 8 and 11 below for details of related party transactions in the period presented. |
Income Taxes | 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 | Revenue Recognition Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. Once we establish revenue-generating activities, likely through acquisition of an operating company, we intend to apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfills our obligations under each of our agreements: Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract(s) Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation At this time, we have not identified specific planned revenue streams. During the years ended April 30, 2020 and 2019, we did not recognize any revenue. |
Advertising Costs | Advertising Costs We expense advertising costs when advertisements occur. No advertising costs were incurred during the years ended April 30, 2020 or 2019. |
Stock Based Compensation | 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 | 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 |
Recently-Issued Accounting Pronouncements | 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 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Apr. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax asset | The deferred tax asset and valuation account are as follows: Year Ended Year Ended NOL Carryforward $ 2,267,700 $ 2,154,400 Valuation Allowance (2,267,700 ) (2,154,400 ) Net Deferred Tax Asset $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) | A reconciliation of the income taxes computed at the statutory rate is as follows: Year Ended Year ended Tax credit at statutory rate (26%) $ 113,300 $ 32,500 Increase in valuation allowance (113,300 ) (32,500 ) Net deferred tax assets $ — $ — |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) | 1 Months Ended | ||
Oct. 17, 2019 | Jun. 20, 2019 | Apr. 30, 2020 | |
Merger Description | 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. | ||
Outstanding liabilities | $ 111,579 | ||
Forgive outstanding liabilities | $ 86,147 | ||
Executive Employment Agreement [Member] | Justin Costello [Member] | |||
Salary and Compensation Description | 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 $1.00 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Going Concern [Abstract] | ||
Net loss | $ (435,950) | $ (125,164) |
Accumulated deficit | $ (9,083,046) | $ (8,647,096) |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Accounting Policies [Abstract] | ||
Cash | $ 0 | $ 0 |
Advertising costs | $ 0 | $ 0 |
PREPAID EXPENSES (Details Narra
PREPAID EXPENSES (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Notes to Financial Statements | ||
Prepaid expenses | $ 58,265 | $ 0 |
Insurance policy cost | $ 75,809 |
ACCOUNTS PAYABLE AND ACCRUALS (
ACCOUNTS PAYABLE AND ACCRUALS (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 197,802 | $ 129,360 |
Issuance of share capital for sasitsfaction of outstanding accounts payable | 111,579 | |
Loan | 125,000 | |
Payments for loan | 92,619 | |
Gain on settlement of liabilities | $ 32,381 | $ 0 |
ACCRUALS - RELATED PARTIES (Det
ACCRUALS - RELATED PARTIES (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Payables and Accruals [Abstract] | ||
Accruals - Related Parties | $ 0 | $ 77,218 |
Settlement of accruals - related parties description | our former principal shareholders agreed to settle the entire outstanding balance of accruals – related parties. The forgiveness of accruals-related parties of $77,218 has been recognized in additional paid in capital. |
NOTE PAYABLE (Details Narrative
NOTE PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Debt Disclosure [Abstract] | ||
Periodic payments | $ 6,374 | |
Payments of note payable | 6,374 | $ 0 |
Note Payable | 72,090 | $ 0 |
Interest paid | $ 469 |
LOANS- RELATED PARTIES (Details
LOANS- RELATED PARTIES (Details Narrative) - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended | |
Jun. 25, 2019 | Apr. 30, 2020 | Apr. 30, 2020 | Apr. 30, 2019 | |
Loans - Related Parties | $ 174,884 | $ 174,884 | $ 7,697 | |
Advanced from related party | 176,116 | $ 7,697 | ||
Forgiveness of loans- related parties | $ 8,829 | |||
Debt Instrument Collateral | Loan is unsecured | |||
Debt Instrument, Interest Rate Terms | Bears no interest | |||
Debt Instrument, Due Terms | Loan is due on demand | |||
Former principal shareholders | ||||
Advanced from related party | $ 1,232 | |||
New principal shareholders | ||||
Advanced from related party | $ 174,884 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Apr. 30, 2020 | Apr. 30, 2019 |
Income Tax Disclosure [Abstract] | ||
NOL Carryforward | $ 2,267,700 | $ 2,154,400 |
Valuation Allowance | (2,267,700) | (2,154,400) |
Net Deferred Tax Asset | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax credit (expense) at statutory rate (26%) | $ 113,300 | $ 32,500 |
Increase in valuation allowance | (113,300) | (32,500) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Apr. 30, 2020 | Apr. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. Federal Income Tax Rate | 21.00% | 21.00% |
State Income Taxes | 5.00% | 5.00% |
Change in valuation allowance | $ 113,300 | $ 32,393 |
Federal net operating loss carryforward | $ 8,722,100 |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details Narrative) | 12 Months Ended |
Apr. 30, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Annual salary | $ 135,000 |
SHAREHOLDERS' DEFICIT (Details
SHAREHOLDERS' DEFICIT (Details Narrative) - USD ($) | Dec. 09, 2019 | Apr. 30, 2020 | Apr. 30, 2019 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred stock, par value per share | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 250,000,000 | 250,000,000 | |
Common stock, par value per share | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 249,843,977 | 249,777,311 | |
Common stock, shares outstanding | 249,843,977 | 249,777,311 | |
Issuance of share capital for sasitsfaction of outstanding accounts payable | $ 111,579 | ||
Forgiveness of accruals-related parties | 77,218 | ||
Forgiveness of loans- related parties | 8,829 | ||
Forgiveness of related party debt | 86,147 | $ 0 | |
Stock Issued During Period, Value, Issued for Services | $ 65,999 | ||
Individual | |||
Stock Issued During Period, Shares, Issued for Services | 66,666 | ||
Stock Issued During Period, Value, Issued for Services | $ 65,999 |