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Table of Contents

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FORWARD-LOOKING STATEMENTSCautionary Statement Regarding Forward Looking Statements

ThisThe discussion contained in this Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements“forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, (the “Securities Act”)or the Securities Act, and Section 21E of the United States Securities Exchange Act of 1934, as amended, (the “Exchange Act”).or the Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases like “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “target,” “expects,” “management believes,” “we believe,” “we intend,” “we may,” “we will,” “we should,” “we seek,” “we plan,” the negative of those terms, and similar words or phrases. We base these forward-looking statements on our expectations, assumptions, estimates and projections about our business and the industry in which we operate as of the date of this Annual Report. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certaina number of risks and uncertainties that cannot be predicted, quantified or controlled and other factors, some of which are beyond our control, are difficult to predict andthat could cause actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Statements in this Annual Report describe factors, among others, that could contribute to or cause these differences. Actual results may vary materially from those anticipated, estimated, projected or expected should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect. Because the factors discussed in this Annual Report could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by us or forecasted. These riskson our behalf, you should not place undue reliance on any such forward-looking statement. New factors emerge from time to time, and uncertainties includeit is not possible for us to predict which will arise. In addition, we cannot assess the following:

·

The availability and adequacyimpact of our cash flow to meet our requirements;

·

Economic, competitive, demographic, business and other conditions in our local and regional markets;

·

Changes or developments in laws, regulations or taxes in our industry;

·

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

·

Competition in our industry;

·

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

·

Changes ineach factor on our business strategy, capital improvements or development plans;

·

The availability of additional capital to support capital improvements and development; and

·

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding thatextent to which any factor, or combination of factors, may cause actual future results may beto differ materially different from whatthose contained in any forward-looking statement. Except as required by law, we expect. Theundertake no obligation to publicly revise our forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurringto reflect events or circumstances that arise after the date of this Report. We will not updateAnnual Report or the date of documents incorporated by reference herein that include forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Termstatements.

Except as otherwise indicated by the context, references in this report to “Company”, “NCDL”, “we”, “us” and “our” are references to Norman Cay Development, Inc.  All references to “USD” or United States Dollars refer to the legal currency of the United States of America.

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PART I

ITEMItem 1.                 Business.

BUSINESS

Business OverviewCorporate History

Norman Cay Development, Inc. wasWe were incorporated in the State of Nevada on April 29, 2010. We intend28, 2010 under the name Norman Cay Development, Inc. From inception until September 1, 2011, we were an Exploration Stage company that had not commenced any operations. It was our initial intention to be an authorized reseller of wireless telephones and service plans. We believe that our success will depend on our ability to promote products and services consistent with the rapidly changing wireless industry. We will also need to anticipate and respond to the changing technologies and consumer demands by adjusting our inventories and services accordingly. Our goal is to become a successful retailer of wireless telephones and service plans with our initial operation in Michigan or elsewhere in the Midwest, where we will endeavorMidwest. Due to establish and maintain a balanced company through both storefront and kiosk locations.

We intend to take advantage of the continued growth in the wireless sector and we will seek to initially become an established reseller in the Stevensville, Michigan area. Stevensville, Michigan, is located in Berrien County, Michigan, approximately thirty miles northwest of South Bend, Indiana and sixty miles east of Chicago, Illinois. Stevensville is an urban area with a median household income of $46,000 per year. This is slightly less than the median income for the State of Michigan.

We intend to become authorized resellers of technology from the AT&T, Cricket, and Sprint networks, which will allow customers the freedom to choose the service that is right for them. Once we have obtained reseller licenses from wireless wholesalers, we will then seek to hire a knowledgeable sales staff that can answer any and all questions that our potential customers may have relating to wireless products and services. We intend to grow into a wireless retailer with multiple suppliers and to successfully promote our products, provide customers with a knowledgeable sales staff, and create a retail atmosphere that is much more intimate than that of large network store. We believe that we will help customers seeking wireless products and services feel more comfortable about purchasing a wireless solution.

We have not applied for a reseller's license and although we have not obtained any reseller’s license, to date, we plan to seek out and establish mutually beneficial relationships with various wireless wholesalers through which we will act as an authorized reseller. We have begun the process of identifying various wireless wholesalers and have additionally begun taking the necessary steps to complete the applications to become a licensed reseller. However, most (but not all) major wireless wholesalers require a company to be funded with a minimum of $20,000 - $25,000 before allowing the licensee to become a certified reseller.

We plan to sell our products and services primarily through retail locations, including kiosks, which we will identify as we begin to implement our business plan. We will attempt to strategically place our future retail locations in order to focus on our target customer demographic and provide the most efficient market coverage while minimizing cost.

Until we begin substantive operations, we will not be able to adequately assess what strategies for growth will be most appropriate. However, we envision our success being attributable to our ability to:

·

attract new customers more quickly than other wireless providers by providing customers with various wireless solutions conveniently in one location;

·

sustain lower operating costs per customer compared to other wireless retailers by conducting future operations from kiosks; and,

·

deploy our capital more effectively by building our product’s and service’s base to cover a wide range of styles and service plans to suit a wide range of potential customers.

We believe that our business model is scalable and can either be expanded or retracted based on the relative success of our future operations.

Obtaining a Resellers License

In the current marketplace, the most common and easiest way of becoming a licensed reseller is by contacting a master dealer. The master dealer will typically have a contract with a major carrier (i.e. Verizon, Cricket, Sprint, AT&T) that will authorize the master dealer to establish and maintain reseller's licenses with local and regional retailers. The master dealer will operate as the conduit to the major supplier or to major suppliers; some have only one cell phone carrier that they represent and others may represent multiple carriers.

The process of identifying and contracting with a master dealer is not always an easy task, and may require proof of adequate capitalization and a solid business plan prior to contracting with any potential reseller. Once licensed, the master dealer will typically provide basic training and support; they may provide collateral items necessary to launch our retail efforts (posters, brochures, paper contracts) and they will act as the supplier for our cell phone inventory. Additionally, the master dealer will provide the activation system for new service activation and typically they will be responsible for paying commissions to us for the new activations.

Once under contract, the sale of a variety of licensed products will be a key element of our strategy and we intend to expand our offerings of licensed products over the coming years. Under typical license agreements with any master dealer, we will be generally required to achieve minimum net sales of licensed products, pay guaranteed minimum royalties, and make specified royalty and advertising payments (usually based on a percentage of net sales of licensed products). Failure to satisfy the requirements or otherwise meet our obligations under a potential license agreement usually grants the licensor the right to terminate our license.

Timeline of Anticipated Operational Milestones

The Milestones table hereunder is designed to be a working plan for the initial stages of the Company's business activities, including legal negotiations, hiring of personnel, renting commercial retail space, building of initial inventory, marketing, and the beginning of physical operations.

Competition

The market for distributing wireless phones and accessories is intensely competitive. The Company will compete for sales of wireless phones and accessories with a multitude of wireless communications device distributors, manufacturers and licensed resellers. The Company expects that it will compete with these other service providers on the basesrestricted Common Stock of the wireless carrier plans and additional services it is able to offer and the Company's ability to acquire and retain adequate inventory and personnel. The Company will also compete on the bases of service quality and price. Our competitors primarily will be retail licensed resellers. Accordingly, there is substantial and increasing competition in all aspects of the wireless communications industry, including the retail sector. Our competitors in larger and more populous cities such as South Bend, Grand Rapids, and Chicago that surround Stevensville, Michigan will primarily be licensed retail resellers.  As there is substantial and increasing competition in all aspects of the wireless communications industry, including the retail sector, we will compete for new and existing wireless communication customers based on our reputation, customer service, price and special offerings. Our principal competitors will be franchise stores, including Verizon, AT&T, Sprint Nextel and T-Mobile, which collectively serve over 90% of the U.S. wireless market. Other direct competitors will include regional carriers, such as Alltel and U.S. Cellular, niche carriers, such as MetroPCS and Cricket Communications Inc., and other resellers.

We anticipate that most, if not all, of our competitors will have greater name and brand recognition, access to greater amounts of capital and established relationships with a larger base of current and potential customers. Because of their size and bargaining power, our competitors may be able to purchase equipment, supplies and services at lower prices than us in the initial stages of our development.  As a result, our operations may be significantly and negatively impacted by our larger, more established competitors.  Once we commence operations, if we are not able to generate enough revenue by attracting new and existing wireless communications customers and/or by enticing customers to purchase from us rather than from our larger, more established competition, we may be forced to cease operations.

Our ability to compete successfully will depend, in part, on the quality of the inventory, service plans, and accessories we offer, our customer service, marketing efforts and our ability to anticipate and respond to various competitive factors affecting the industry. These factors include the introduction of new services and technologies, new products, changes in consumer preferences, demographic trends, economic conditions, and pricing strategies of competitors.Company. As a result of competition,closing the Share Exchange Agreement, the Company acquired DGG as its wholly-owned subsidiary. The acquisition of DGG by the Company did not require Ghana government regulatory consent under the Mining Act or any other applicable legislation of Ghana. On February 23, 2015, the Company sold all issued and outstanding shares in DGG to James Clark, thereby disposing of the wholly-owned subsidiary.

The Company operated as an Exploration Stage company in Ghana involved in the examination and investigation of land that it believed contained valuable minerals, with the primary focus on gold. The Company unsuccessfully tried to raise capital in order to implement its business plan, and subsequently failed to file its reports to the Commission in a timely fashion. The Company terminated its registration with the Commission on May 1, 2015 by filing Form 15 12g-4(a)(2). Thereafter, the Company stopped filing required reports pursuant to Rules 13 and 15d of the Securities Act of 1934 (“Exchange Act”) and ceased operations. 

On July 30, 2018, the Company filed Form 10-12g with the Commission disclosing that it was a shell company with no operations or assets seeking to acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Exchange Act.

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 Registrant’s common stock representing 55.65% of the 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. The total purchase price of $300,000 was paid by GRN Funds, LLC. As a condition to the closing of the transaction, the Registrant’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 Registrant, President and Chief Executive Officer. As of the date of this filing, the Company has not commenced operations and remains a shell company.

On July 16, 2019, the Company’s 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 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.

During the period October 2019 through January 2020, we may be required to:

·

increase overall spendingentered into various non-binding letters of intent to ensure wepotentially acquire Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC, Sunshine Hemp, Inc., and Squad Drone, Inc. The closing of these transactions are offering the best quality products and servicessubject to our customers;execution of material definitive agreements containing comprehensive terms and conditions, which have not yet occurred.

·

continually assessOur non-binding letters of intent, and evaluatecorresponding pending material definitive agreements with Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, Soulshine CBD, Inc., One Source CBD and Sunshine Hemp, Inc. are related party transactions in that Mr. Justin Costello, our service planssole director, officer and other offers to ensure that we are offering the most compelling and affordable products and services; and,manager of our majority shareholder, GRN Funds, LLC, is an affiliate, shareholder, owner or manager of each respective entity.

·

increase our advertising, promotional spending, commissions and other subscriber acquisition costs.

As the wireless communications markets continue to mature, we expect that competition for the Company will intensify.

WHERE YOU CAN GETFIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy our reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E.N.W., Washington, DC 20549. You can obtain information on the operationsoperation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also access these reports and other filings electronically on the SEC’s web site,www.sec.gov.

ITEM 1A. 

RISK FACTORSItem 1A.Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.Not applicable.

ITEMItem 1B.Unresolved Staff Comments.

UNRESOLVED STAFF COMMENTS

Not applicable.

None.

ITEMItem 2. Properties.

PROPERTIES

We           The Company currently are using a portion of our Chief Executive Officers' homeuses office space provided gratis by GRN Funds, LLC, located at 1700 Seventh Avenue, Ste. 2300, Seattle, WA 98101 as our corporate headquarters, thisheadquarters. The office space is located at 4472 Winding Lane in Stevensville, MI 49127 and we are using the space rent-free.not subject to a lease. As of the date of this filing,Annual Report, we have not sought to move or change our office site. Additional space may be required as we expand our operations. We do not foresee any significant difficulties in obtaining any required additional space. We currently do not own any real property.

ITEM

Item 3.                Legal Proceedings.

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:

We know

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 material, existingallegations are made against the Company in the complaint, nor is there any prayer for relief that seeks legal damages or pending legal proceedingscosts against our company, nor are we involvedthe 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.

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; and (c) defendant Pacific Banking Corp. failed to make the necessary payments under contract, provide a reconciliation, or account for the funds. Defendant GRN Funds, LLC is the majority stockholder of the Company. Justin Costello, the Company’s officer and director is the manager of GRN Funds, LLC. Aside from breach of contract, plaintiffs seek damages for negligence, fraud, declaratory relief/indemnification and an injunction. Plaintiffs seek $2.8 million in compensatory damages. 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. Given the early stages of litigation, with pending motions and without the defendants having formally appeared, we are unable to reasonably ascertain what amount of contingent liability, if any, material proceedingmay be attributable to GRN Funds, LLC or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or hasMr. Costello as a material interest adverse to our interest.result of this action.

ITEMItem 4. Mine Safety Disclosures.

[REMOVED AND RESERVED]

Not applicable. 

PART II

ITEMItem 5.                Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Common StockEquity and Related Stockholder Matters

Our common stockCommon Stock is currently quoted on the OTC Bulletin Board. Our common stock has been quoted on the OTC Bulletin Board since December 28, 2010 under the symbol “NCDL.OB.”  Because we are quoted on the OTC Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listednot traded on a national securities exchange.

The following table sets forth the high and low bid prices for our Our common stock per quarter as reported byis listed on the OTCBB since we beganOTC Markets Pink Sheet trading on December 28, 2010 based on our fiscal year end April 30. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.  

tier under the trading symbol “GRNF.”

Record HoldersHolder

As at July 25, 2011, an aggregate of 97,500,000April 30, 2020, we had 249,843,977 shares of our common stock were issued andCommon Stock outstanding and were ownedheld of record by approximately 2426 stockholders. Within the holders of record basedof our Common Stock are depositories such as Cede & Co. that hold shares of stock for brokerage firms, which, in turn, hold shares of stock for beneficial owners. On August 7, 2020, the closing price of our Common Stock on information provided by our transfer agent.OTCQB was $0.35 per share.

Recent Sales of Unregistered Securities

Other than as previously disclosed, none.

Re-Purchase of Equity Securities

None.

Dividends

On January 24, 2011,We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the Company effectuated a forward splitdiscretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the issued and outstanding common shares of the Company, whereby every one share of common stock held was exchanged for fifteen (15) shares of common stock. As a result, the issued and outstanding shares of common stock were increased from 6,500,000priorforeseeable future, but rather to the forward split to 97,500,000 following the forward split. The forward split was payable as a dividend to shareholders of record upon surrender.reinvest earnings, if any, in our business operations.

Securities Authorized for Issuance Under Equity Compensation PlansPlans.

NoneAs of April 30, 2020, we did not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

.Stock Transfer Agent

Our stock transfer agent is Action Stock Transfer Company, 2469 E. Fort Union Blvd, Suite 214, Salt Lake City, UT 84121, telephone: (801) 274-1088.

Repurchase of Equity Securities by the Company and Affiliated Purchasers

None.

Recent Sales of Unregistered Securities

None.

ITEM

Item 6. Selected Financial Data.

SELECTED FINANCIAL DATA

Not applicable.

We are a smaller reporting company as defined by Rule 12b-2

Item 7.                 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the Securities Exchange Act of 1934financial statements and are not required to provide thenotes thereto, and other financial information underincluded elsewhere in this item.

ITEM 7.    

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Annual Report. This Annual Report on Form 10-Kreport contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”)that involve risks and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. Weuncertainties. Actual results in future periods may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completelyimplied in such forward-looking statements as a result of a number of factors.

Overview

The Company was incorporated in the State of Nevada on April 28, 2010 with an intention to be an authorized retailer of wireless telephones and service plans with initial operation in Michigan or elsewhere in the Midwest. From 2011 to 2015, the Company operated as an exploratory stage mining company focused on developing operations in Ghana. The Company unsuccessfully tried to raise capital in order to implement its business plan, and subsequently failed to file its reports to the Commission in a timely fashion. The Company terminated its registration with the understandingCommission on May 1, 2015 by filing Form 15 12g-4(a)(2). Thereafter, the Company stopped filing required reports pursuant to Rules 13 and 15d of the Securities Act of 1934 (“Exchange Act”). 

On July 30, 2018, the Company filed Form 10-12g with the Commission disclosing that actual future results may be materially different from whatit was a shell company seeking to acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the Exchange Act.

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 Registrant’s common stock representing 55.65% of this 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. The total purchase price of $300,000 was paid by GRN Funds, LLC. As a condition to the closing of the transaction, the Registrant’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 Registrant, President and Chief Executive Officer. As of the date of this filing, the Company has no current business operations.

During the period October 2019 through January 2020, we expect.entered into various non-binding letters of intent to potentially acquire Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, SMLY, Inc. (d/b/a: 7 Point Financial and 9 Square Consulting), Soulshine Development Group, Inc., Soulshine CBD, Inc., One Source CBD, Mystic Ranch Development Co., LLC, Magic Beans Hemp, LLC, Sunshine Hemp, Inc., and Squad Drone, Inc. The forward-looking statements includedclosing of these transactions are subject to our execution of material definitive agreements containing comprehensive terms and conditions, which have not yet occurred.

Our non-binding letters of intent, and corresponding pending material definitive agreements with Pacific Banking Corp., Pacific Merchant Processing, Inc., Microcap Advisors, LLC, Soulshine CBD, Inc., One Source CBD and Sunshine Hemp, Inc. are related party transactions in this reportthat Mr. Justin Costello, our sole director, officer and manager of our majority shareholder, GRN Funds, LLC, is an affiliate, shareholder, owner or manager of each respective entity. The approximate dollar amount involved in each transaction, and Mr. Costello’s corresponding interests, are madeunknown as of the date of this reportfiling, as each transaction is pending completion and shouldexecution of material definitive agreements.

Critical Accounting Policies, Estimates and New Accounting Pronouncements

Management's discussion and analysis of its financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  At each balance sheet date, management evaluates its estimates.  We base our estimates on historical experience and on various other assumptions that are believed to be evaluated with considerationreasonable under the circumstances.  Actual results may differ from these estimates under different assumptions or conditions.  The estimates and critical accounting policies that are critical in fully understanding and evaluating our financial condition and results of any changes occurring afteroperations include those stated in the notes to our accompanying financial statements.

COVID-19

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency in response to a new strain of a coronavirus (the “COVID-19 outbreak”). In June 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve as of the date of this Report. Wereport. Management is actively monitoring the global situation and its effects on the Company’s industry, financial condition, liquidity, and operations. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for fiscal year 2020. However, if the pandemic continues, it may have a material adverse effect on the Company’s results of future operations, financial position, and liquidity in fiscal year 2020.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will not update forward-looking statements even though our situation may changecontinue as a going concern. As shown in the futureaccompanying financial statements, we had negative cash flows from operations of $169,731 for the twelve months ended April 30, 2020 and we assume no obligation$9,297 in 2019.  These conditions raise substantial doubt as to update any forward-looking statements, whetherour ability to continue as a resultgoing concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.  

Revenue Recognition

The Company plans to account for revenue under ASC Topic 606, Revenue Recognition, which requires an entity to recognize revenue to depict the transfer of new information, future eventspromised goods or otherwise.services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services as follows:

Step 1: Identify the contract(s) with customers

RESULTS OF OPERATIONSStep 2: Identify the performance obligations in the contract(s)

Step 3: Determine the transaction price

Working CapitalStep 4: Allocate the transaction price to performance obligations

Step 5: Recognize revenue when the entity satisfies a performance obligation

Cash Flows

Operating Revenues

At this time, we have not identified specific planned revenue streams. During the years ended April 30, 20112020 and 2010, the Company2019, we did not recognize any revenue.

Income Taxes

We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record any operating revenues.  

Operating Expenses and Net Loss

Duringa valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the year ended April 30, 2011,2020 and 2019, due to cumulative losses, we recorded a valuation allowance against our deferred tax asset that reduced our income tax benefit for the period to zero. As of April 30, 2020, and 2019, we had no liabilities related to federal or state income taxes and the carrying value of our deferred tax asset was zero.

Loss Contingencies

Consistent with ASC 450-20-50-1C, if the Company recordeddetermines that there is a reasonable possibility that a material loss may have been incurred, or is reasonably estimable, regardless of whether the Company accrued for such a loss (or any portion of that loss), the Company will confer with its legal counsel, consistent with ASC 450. If the material loss is determinable or reasonably estimable, the Company will record it in its accounts and as a liability on the balance sheet. If the Company determines that such an estimate cannot be made, the Company's policy is to disclose a demonstration of its attempt to estimate the loss or range of losses before concluding that an estimate cannot be made, and to disclose it in the notes to the financial statements under Contingent Liabilities.

Net Income (Loss) Per Common Share

We report net income (loss) per common share in accordance with ASC 260, “Earnings per Share.” This statement requires dual presentation of basic and diluted earnings with a reconciliation of the numerator and denominator of the earnings per share computations. Basic net income (loss) per share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period and excludes the effects of any potentially dilutive securities. Diluted net income (loss) per share gives effect to any dilutive potential common stock outstanding during the period. The computation does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive effect on earnings.

Related Party Transactions

We follow ASC subtopic 850-10, “Related Party Transactions,” for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850-10-20, related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Material related party transactions are required to be disclosed in the financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Result of Operations – Comparison of Years Ended April 30, 2020 versus 2019

General and administrative expenses

Our general and administrative expenses were $467,862 for the twelve months ended April 30, 2020, versus $125,164 for the same period in 2019.  The principal difference for the increase of $95,356 compared with $5,705$342,698 is due to increases in investor relations, accounting, professional and legal fees.

Liquidity and Capital Resources

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income and for the year ended April 30, 2010.2020, we reported a net loss of $435,950 and 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. The increase infinancial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our 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 is attributed to increaseand 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.

Our primary internal sources of $62,100 in professional fees and $$27,551 for general and administrative expenses relating to the fact that fiscal 2011 included the full fiscal year whereas the fiscal 2010 year represented only 2 days from inception to the year-end date.  

Liquidity and Capital Resources

As at April 30, 2011, the Company’s cash and total asset balance was $71,160 compared to $4,918as at April 30, 2010. The increase in total assets is attributed to proceeds from financing through issuance of common sharesliquidity were provided by loans and notes payable where the proceeds received have not been spent on operating or investing activities.  

As atto a related party of $72,090 and $174,884 for April 30, 2011, the Company had total liabilities of $102,4792020, respectively, as compared with total liabilities of $10,623 as atto $77,218 and $7,697 for April 30, 2010. The2019, an increase in total liabilities was attributed to increases in accounts payable and accrued liabilities of $36,268 due to timing differences between$162,059. We have, during the issuance and payment of invoices, and $55,488 in amounts due to related parties due to financing received for day-to-day operations.  

As atperiod ended April 30, 2011, the Company had2020, relied upon related party loans and notes payable to fund our operations. Our ability to rely upon internal financing to fund operations is not guaranteed, and this may limit our ability to secure future funding. The lack of available loans and notes payable which is reasonably likely to result in our liquidity decreasing in a working capital deficit of $31,319 compared with a working capital deficit of $5,705 as at April 30, 2010.  The increase in working capital deficit was attributedmaterial way. We intend to continue to use loans and other forms of cash for operating activities where a significant portionfinancing such as the sale of the cash financing was through short-term note payable or amounts from related parties.  additional equity and debt securities and other credit facilities to conduct our ongoing business, and to also conduct strategic business development and implementation of our business plans generally.

Cashflow from

Operating Activities

DuringFor the year ended April 30, 2011,2020 and 2019, the Company used $64,246 of cash for operating activities comparedof $169,731 and $9,297, respectively. Operating activities consist of professional fees including legal, accounting, consulting and investor relations. Increases are due primarily to the use of $5,010 of cash for operating activities during theincreases in professional fees. During year ended April 30, 2010. The change2020, the Company had a net loss of $435,950 and gain on settlement of liabilities of $32,381. These operating outflows are further offset by stock issued for compensation of $65,999, decrease in net cash usedprepaid expenses of $19,422 and increase in operating activities is attributed to the fact that the current year encompassed a full fiscal yearaccounts payable and accruals of operating activity whereas the prior year only incorporated two days of the fiscal period.

Cashflow from Financing Activities

$213,179. During the year ended April 30, 2011,2019, the Company received $130,488had a net loss of cash from financing activities compared to $9,928 for the year ended April 30, 2010.  The change$125,164 offset by increase in cash flows from financing activities is attributed to receiptaccounts payable and accruals of $75,000 from the issuance$46,102 and increase in accruals of 22,500,000 common shares and receipt of $55,488 from issuance of notes payable, which are unsecured, due interest at 10% per annum, and due on demand.  

Going Concern$69,765.

We have not attained profitableestablished operations and arewill be dependent upon obtaining financing to pursue any future extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Investing Activities

Future FinancingsFor the years ended April 30, 2020 and 2019, net cash used in investing activities was $0 and $0 respectively.

Financing Activities

For the years ended April 30, 2020 and 2019, financing activities were a source of cash of $169,731and $7,708, respectively. For the year ended April 30, 2020 the Company had inflow from related party advances of $176,116, offset by repayments on note payable of $6,374 and repayments on bank overdrafts of $11. For the year ended April 30, 2019, related party advances were 7,697 and fees drawn in excess of bank balance was 11.

We will continuecurrently do not have sufficient cash and liquidity to rely on equity salesmeet our anticipated working capital for the next twelve months. To date, we have financed our operations primarily through proceeds from the issuance of notes payable to a related party. If we fail to implement our common sharesbusiness plans, or our currently pending acquisitions do not close as planned, and we are not able to achieve profitable operations at some point in orderthe future, we may have insufficient working capital to continuemaintain our operations as we presently intend to conduct them or to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders.development plans. There iscan be no assurance that we will achieve any additional sales of the equity securitiesbe able to obtain such financing on acceptable terms, or arrange for debt or other financing to fund planned operations.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.all.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard did not have a significant impact on the Company’s financial statements.

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.  The adoption of this standard did not have a significant impact on the Company’s financial statements.  

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEMItem 7A.              Quantitative and Qualitative Disclosures About Market Risk.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

N/A

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM

Item 8.                 

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Financial Statements and Supplementary Data.

For the Periods Ended April 30, 2011 and 2010

Report of Independent Registered Public Accounting Firm

F-2

Balance Sheets

F-3

Statements of Operations

F-4

Statements Stockholders’ Deficit

F-5

Statements of Cash Flows

F-6

Notes to the Financial Statements

F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Norman Cay Development, Inc.GRN Holding Corporation

(A Development Stage Company)Seattle, WA

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Norman Cay Development, Inc. (A Development Stage Company)GRN Holding Corporation (the “Company”) as of April 30, 20112020 and 2010, and2019, the related statements of operations, stockholders' equity (deficit)changes in shareholders’ deficit and cash flows for the twelve month periodyears then ended, and the related notes (collectively referred to as the “financial statements”).  In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 20112020 and 2019, and the periodresults of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.   

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses since inception, has accumulated a significant deficit, has negative cash flows from April 29, 2010 (inception) through April 30, 2010. operations, and currently has no revenues. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits, we are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence supportingregarding the amounts and disclosures in the financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion,/s/ Pinnacle Accountancy Group of Utah, a DBA of Heaton & Co., PLLC

We have served as the Company’s auditor since 2018.

 Farmington, UT

August 13, 2020

GRN HOLDING CORPORATION

BALANCE SHEETS

AS OF APRIL 30, 2020 AND 2019

The accompanying notes are an integral part of these audited financial statements referred

GRN HOLDING CORPORATION

STATEMENTS OF OPERATIONS

AS OF APRIL 30, 2020 AND 2019

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

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

GRN HOLDING CORPORATION

STATEMENTS OF CASH FLOWS

AS OF APRIL 30, 2020 AND 2019

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

GRN HOLDINGS CORPORATION

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED APRIL 30, 2020 AND 2019

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 above present fairly,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 all material respects,a private transaction with Stephen Flechner and David Cutler. As a result of the financial positionclosing of Norman Cay Development, Inc.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 April 30, 2011the Company, President and 2010,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 resultsconcurrent issuance of its operations and cash flows for the periods described above in conformity withnew trading symbol: “GRNF” that is currently listed on the OTC Markets.

NOTE 2. GOING CONCERN

Our financial statements are prepared using accounting principles generally accepted in the United States of America.

 The accompanying financial statements have been prepared assuming that the Company will continue asAmerica applicable to a going concern. As discussedconcern, which contemplate the realization of assets and the liquidation of liabilities in Note 1 to the financial statement,normal course of business. We have no ongoing business or income. For the Company sufferedyear ended April 30, 2020, we reported a net loss from operationsof $435,950, and has a net capital deficiency, which raiseshad an accumulated deficit of $9,083,046 as of April 30, 2020. These conditions raise substantial doubt about itsour ability to continue as a going concern. Management’s plans regarding those matters are also describedOur 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 Note 1.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 that might result fromto reflect the outcome of this uncertainty. 

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

August 9, 2011

NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Balance Sheets

(The accompanying notes are an integral part of these financial statements)

NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Statements of Operations

(The accompanying notes are an integral part of these financial statements)

NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Statement of Stockholders’ Deficit

From April 29, 2010 (Date of Inception) to April 30, 2011

(The accompanying notes are an integral part of these financial statements)

NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Statements of Cashflows

(Expressed in US dollars)

(The accompanying notes are an integral part of these financial statements)

F-6

NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

1.

Nature of Operations and Continuance of Business

Norman Cay Development, Inc. (the “Company”) was incorporated in the State of Nevadapossible future effects on April 29, 2010. The Company is a development stage company and its principal business operations is to be an authorized reseller of wireless telephones and service plans.    

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of April 30, 2011, the Company has not recognized any revenue, and has an accumulated deficit of $106,319. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded assetassets or the amounts and classification of liabilities that might be necessary shouldmay result from the Company be unable to continue as a going concern.  outcome of these uncertainties.

2.

Summary of Significant Accounting Policies

a)NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statementssummary of significant accounting policies is presented to assist in the understanding of the Company have been prepared in accordance withfinancial statements. These policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) and are expressed in U.S. dollars.have been consistently applied. The Company’s fiscal year end isCompany has elected an April 30.30 year-end. The Company has not earned any revenue to date.

b)

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. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, theActual results 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 apparentcould differ from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’sthose estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)

Cash and Cash Equivalents

We maintain cash equivalents

The Company considersbalances 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 instrumentsinvestments with a maturity of three months or less at the time of issuanceare considered to be cash equivalents. As atof April 30, 20112020, and 2010, the Company had no2019, our cash equivalents.balance was $0.

d)Fair Value Measurements 

Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260,Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at April 30, 2011 and 2010, there were no items that were potentially dilutive.

F-7

NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

2.

Summary of Significant Accounting Policies (continued)

c)

Financial Instruments

Pursuant to ASCTopic 820,Fair Value Measurements and Disclosures ("ASC 820"), an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs whenprovides a comprehensive framework for measuring fair value.value and expands disclosures which are required about fair value measurements.  Specifically, ASC 820 sets forth a definition of fair value and establishes a fair value hierarchy based on the level of independent, objective evidence surroundingprioritizing the inputs used to measure fair value. A financial instrument’s categorization withinvaluation techniques, giving the fair value hierarchy is based upon the lowest level of input that is significanthighest priority to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.and liabilities and the lowest priority to unobservable value inputs.  ASC 820 defines the hierarchy as follows:

Level 2

Level 2 applies to assets or liabilities for which there1 – Quoted prices are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilitiesavailable in active markets; quoted pricesmarkets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in marketsLevel 1 are highly liquid and actively traded instruments with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significantquoted 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 can be derived principally from,contracts or corroborated by,priced with models using highly observable market data.inputs.

Level 3

Level 3 applies– Significant inputs to assets or liabilities for which therepricing 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 valuation methodologyamount that is believed more likely than not to be realized.

Revenue Recognition

Revenues are significantrecognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the measurementconsideration 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 assets or liabilities.

equity instruments issued. Measurement date for non-employees is the grant date of the stock-based compensation. The Company’s financialcost of employee services received in exchange for equity instruments consist principally of cash, and amounts due to related parties.  Pursuant to ASC 820,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 years ended April 30, 2020 and 2019

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 cash is determined basedfinancial statements.

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 “Level 1” inputs, which consista straight-line basis over the anticipated one-year life of quoted pricesthe policy.

As further disclosed in active marketsNote 13 Subsequent Events below, on consideration, management decided not to maintain the policy in force and the policy was cancelled for identical assets. We believe thatnon-payment effective May 11, 2020.

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 recorded valueschange of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

f)

Income Taxes

Potential benefits of income tax losses are not recognizedcontrol in the Company described above, our former principal shareholders agreed to satisfy outstanding accounts until realization is more likely than not. The Company has adopted ASC 740 “Accounting for Income Taxes” aspayable totaling $111,579 by way of its inception. Pursuantcapital contributions to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating lossesCompany. These capital contributions have not been recognized in this financial statement becauseadditional paid in capital. Contemporaneously with these payments, creditors who were owed a total of $125,000 agreed to accept payment of $92,619 in full and final of their liabilities. Accordingly, we recognized a gain of $32,381 on the settlement of these liabilities as other income.

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.

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 cannot be assureddescribed 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 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 below, 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.

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.

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, it will utilizethat 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 losses carriedloss 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 in future years.periods.

g)

Comprehensive Loss

ASC 220,Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of April 30, 2011 and 2010, theThe Company has no itemsnot taken a tax position that, represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

F-8

NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

2.

Summary of Significant Accounting Policies(continued)

h)

Recent Accounting Pronouncements

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The adoption of this standard did notif challenged, would have a material effect on the Company’s financial statements.  

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removesfor the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption of this standard did not have a material effect on the Company’s financial statements.  

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.  The adoption of this standard did not have a material effect on the Company’s financial statements.  

The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.

Note Payable

As at April 30, 2011, the Company owes $65,416 (2010 - $9,928) of notes payable to a non-related party. The amounts owing are unsecured, due interest at 10% per annum, and due on demand.  During the year ended April 30, 2011, the Company recorded interest expense of $5,258.

4.

Related Party Transactions

As at April 30, 2011, the Company owes $100 (2010 - $nil)2020 or 2019 as defined under ASC 740, "Accounting for Income Taxes."  We did not recognize any adjustment to the Presidentliability for uncertain tax position and CEOtherefore did not record any adjustment to the beginning balance of the Company. The amount owing is unsecured, non-interest bearing, and dueaccumulated deficit on demand.the balance sheet.

5.

Common Shares

a)

On April 29, 2010, the Company issued 75,000,000 founders shares to the President and Director of the Company at $0.001 per share.

b)

On December 8, 2010, the Company issued 22,500,000 common shares for proceeds of $75,000.

c)

On January 24, 2011, the Company effected a 15-for-1 forward stock split for the issued and outstanding shares of the Company. The forward stock split resulted in the increase of issued and outstanding stock from 6,500,000 common shares to 97,500,000 common shares, and have been applied on a retroactive basis since the Company’s inception.

F-9

NORMAN CAY DEVELOPMENT, INC.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

6.

Income Taxes

The provision for income tax benefittaxes differs from the amount computed by applying the USstatutory federal and state income tax raterates of 34%21% and 5%, respectively, to net lossincome before provision for income taxes.

The deferred tax asset and valuation account are as follows:

A reconciliation of the income taxes computed at the statutory rate is as follows:

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, 20112020.

NOTE 10. COMMITMENTS & CONTINGENCIES

Legal Proceedings

As of the year ended April 30, 2020, and 2010to 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 majority stockholder of the Company, and its sole manager, Justin Costello, the Company’s 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. 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 sole director and officer. He is also the following:manager of GRN Funds, LLC, our majority shareholder, and is an affiliate and owner of Pacific Banking Corp.

The significant components of deferred income tax assets and liabilities as atWe were not subject to any pending material legal proceedings for the years ended April 30, 20112020 and 2010 after applying enacted corporate income tax rates2019 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 follows:legal counsel. The contract is terminable at will. The Company agreed to pay an annual salary of $135,000.

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.

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 has incurred operating lossesotherwise evaluated subsequent events after April 30, 2020, in accordance with FASB ASC 855 Subsequent Events, through the date of $106,319 which, if unutilized, will begin to expire in 2030. Future tax benefits, which may arise as a resultthe issuance of these losses, have not been recognized in these financial statements and has determined there have been offset by a valuation allowance.  As at April 30, 2011 and 2010, the Company has no uncertain tax positions.  additional subsequent events for which disclosure is required.

ITEMItem 9.                 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEMItem 9A.              Controls and Procedures.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintainThe Company maintains a set of disclosure controls and procedures as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by usthe Company in the reports that we file or submitfiled under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified inby the Securities and Exchange Commission'sSEC's rules and formsforms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to ourthe Company's management, including our Chief Executive Officerthe Company's chief executive officer and Chief Financial Officer,chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

WePursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation under the supervision and with the participation of ourthe Company’s management, including ourthe Company’s Chief Executive Officer, and Chief Financial Officer, of the effectiveness of the design and operation of ourCompany’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the fiscal year ended April 30, 2011.2020. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting identified below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management’s Annual Report on Internal Control Overover Financial Reporting

OurThe Company’s management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of April 30, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of April 30, 2011, our internal control over financial reporting is not effective based on these criteria, due to material weaknesses resulting from not having an Audit Committee or financial expert on our Board of Directors and our failure to maintain appropriate cash controls.  

Changes in Internal Control and Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act Rule 13a-15(f). The Company’s internalAct. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect the United StatesCompany’s transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of America.the Company’s financial statements and that receipts and expenditures of company assets are made in accordance with management authorization; and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projectionsProjections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies orand procedures may deteriorate.

Under the supervision and with the participation ofThe Company’s management including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation ofassessed the effectiveness of the Company’s internal control over financial reporting as of April 30, 2011 using2020. In making this assessment, it used the criteria established in “Internal Control - Integrated Framework” issuedset forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")(COSO) in Internal Control—Integrated Framework (2013). This evaluation was conducted by the Company’s chief executive officer, and chief financial officer. Based on its assessment, the Company’s management believes that, as of April 30, 2020, the Company’s internal control over financial reporting was not effective based on those criteria, due to material weaknesses resulting from not having an Audit Committee or financial expert on our Board of Directors and our failure to maintain appropriate cash controls and implement appropriate information technology controls.

A material weakness is a deficiency, or 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. In its assessment of the effectiveness of internal control over financial reporting as of April 30, 2011,2020, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

1.

We do not have an Audit Committee– While not being legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management’s activities.

2.      

We did not maintain appropriate cash controls– As of April 30, 2011, the Company has not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on the Company’s bank accounts.  Alternatively, the effects of poor cash controls were mitigated by the fact that the Company had limited transactions in their bank accounts.

3.

We did not implement appropriate information technology controls– As at April 30, 2011, the Company retains copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. Notwithstanding the weakness, the management does not believe that the weakness had any effect on the accuracy of the Company’s financial statements for the current reporting period.

As a result ofIn order to mitigate this material weakness to the material weaknesses described above, management has concludedfullest extent possible, the Company’s Chief Executive Officer and Chief Financial Officer have been holding regular Board meetings to keep the Board members current on all issues.

We believe that the Company did not maintain effective internal control over financial reporting as of April 30, 2011 based on criteria established in Internal Control—Integrated Framework issued by COSO. 

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reportingforegoing steps will remediate the significant deficiency identified in connection with our evaluationwe conducted ofabove, and we will continue to monitor the effectiveness of these steps and make any changes that our internal control over financial reporting as of April 30, 2011, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  management deems appropriate.

This annual reportAnnual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. ManagementsThe management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.Securities and Exchange Commission.

Continuing Remediation Efforts to address deficienciesChanges in Company’s Internal Control over Financial Reporting

OnceNo changes in the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

1.     

Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in 2011.  

2.      

We will appoint additional personnel to assist with the preparation of the Company’s monthlyCompany's internal control over financial reporting including preparation ofhave come to management's attention during the monthly bank reconciliations.Company's last fiscal quarter that have materially affected, or are likely to materially affect, the Company's internal control over financial reporting.

ITEMItem 9B.Other Information.

OTHER INFORMATION.

None.

On May 15, 2011, the Company entered into an Investor Relations Agreement (the “IR Agreement”) with LiveCall Investor Relations Company, a Nevada corporation (“LiveCall”), pursuant to which LiveCall shall perform investor relations services on behalf of the Company for a period of twelve (12) months, which shall automatically renew for successive periods of twelve (12) months unless earlier terminated.  In exchange for such services, the Company shall pay to LiveCall a monthly fee of two thousand five hundred USD ($2,500).  A copy of the IR Agreement is attached as an exhibit hereto and is incorporated herein by reference.

PART III

ITEMItem 10.               

DIRECTORS AND EXECUTIVE OFFICERS.

Identification of Directors, and Executive Officers and Corporate Governance.

The following table sets forth the names and ages of our current directors and executive officers:

The board of directors has no nominating, audit or compensation committee at this time.

(1) On June 25, 2019, directors Stephen Flechner and Ralph Shearing resigned as Directors. Neither Mr. Flechner nor Mr. Shearing held positions on any committee of the Board of Directors at the time of their respective resignations. Their respective resignations were not the result of any disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices.

(2) On June 25, 2019, the Registrant appointed Justin Costello, age 38, Director, President and Chief Executive Officer.

Term of Office

Each of our directors is appointed to hold office until the next annual meeting of our shareholders or until his respective successor is elected and qualified, or until heshe resigns or is removed in accordance with the provisions of the Nevada Revised Statues.  Our officers are appointed by our Boardboard of Directorsdirectors and hold office until removed by the Boardboard of directors or until their resignation.

Background and Business Experience

The business experience during the past five years of the person presentlypersons listed above as an Officer or Director of the Company either presently or during the year ended April 30, 2020 is as follows:

Shelley Guidarelli -- Ms. GuidarelliSTEPHEN FLECHNER was appointed as President, Chief Executive Officer and director of the Company on April 19, 2012, and as Chief Financial Officer effective February 23, 2017. Mr. Flechner resigned from his positions with the Company effective June 25, 2019. During the last five years, in addition to work for the Company, Mr. Flechner has been President of Centennial Mining since October 2015; Centennial is a Nevada corporation that put together the President, owner, recruiter,Corcoran silver project (consisting of 253 mining claims in Nye County, Nevada), and consultantsold it in December 2017 to an Australian company. Mr. Flechner has also consulted since March 2017 with E-79 Media, LLC, a California company engaged in digital media and music lifestyle. Previously, he served various private and publicly traded companies in senior management or consulting roles. From 1979 to 1993 he was vice president/general counsel of her business, Guidarelli Staffing Solutions, LLC, since 1985. SheGold Fields Mining Company, the U.S. operating subsidiary of the former South African mining giant, Consolidated Gold Fields of London. During his tenure with Gold Fields U.S., the organization grew from 20 to 1200 people while developing three highly profitable gold mines, two of which were subsequently acquired by Newmont Mining. Mr. Flechner is alsoa graduate of the Yale Law School; formerly practiced corporate, M&A and securities law for New York law firms and NYSE-traded conglomerates; and has lectured at the Rocky Mountain Mineral Law Institute on “Environmental Laws & Regulations Governing Gold Mining.”

RALPH SHEARING was appointed as director of the Company on February 13, 2012 and resigned from his position with the Company effective June 25, 2019. Mr. Shearing is a professional geologist with extensive experience throughout North America and internationally.  He is a graduate of the University of British Columbia, earning a B.Sc. Geology degree.  Since graduating in 1981, he has been directly involved in several world class exploration and development projects and has gained hands-on experience in all aspects of mineral exploration, including geophysics, geochemistry, geology, and diamond core drilling.  In 1986, Mr. Shearing founded and is currently the Contract Recruiting Partner for CPGjobs, where she has been employed for 8CEO and President of Soho Resources Corp., a TSX Venture Exchange listed mining company developing the Tahuehueto Project, a gold and silver deposit in Mexico.  The Company appointed Mr. Shearing as a Director and Geological Consultant on account of his 25 years and her business, Guidarelli Staffing Solutions, LLC, is an affiliate of CPGjobs. Both companies provide search services for companies looking to fill open positions. Ms. Guidarelli has extensive experience in Corporate Sales, Business Development, and clientactive involvement with the management and bringsdirecting of publicly traded companies, combined with his practical mining experience, which have given him unique insight into the industry and allowed him to develop a well-rounded business approach for junior resource companies.  

JUSTIN COSTELLO was appointed as director and President and Chief Executive Officer on June 25, 2019. Mr. Costello is a graduate of the Company strong industry knowledgeWinona State University in 2003 in Public Administration and competitive skills in her approach to business.attended Harvard Division of Continuing Education, but did not graduate from any Harvard-related degree program. Mr. Costello manages and is the Chief Executive Officer of GRN Funds, LLC, a private equity and capital management company.

Identification of Significant Employees

We currently have no other significant employees other than Shelley Guidarelli, our sole executive officer and director.director, Mr. Justin Costello.

Family Relationship

We currently do not have any officers or directors of our Company who are related to each other.   

Involvement in Certain Legal ProceedingsDirectors

During the past ten years noEach director executive officer, promoter or control personserves until our next annual meeting of the Company has been involved instockholders or unless they resign earlier. The board of directors elects officers and their terms of office are at the following:

(1)

A petition underdiscretion of the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or propertyboard of such person, or any partnership in which he was a general partner at or within two years before the timedirectors. Each of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)

Such person was convicted in a criminal proceeding orour officers is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i.

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulatedelected by the Commodity Futures Trading Commission, or an associated personboard of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limiteddirectors to a temporaryterm of one year and serves until his or permanent injunction, order of disgorgementher successor is duly elected and qualified, or restitution, civil money penaltyuntil he or temporary or permanent cease-and-desist order, or removal or prohibition order; orshe is removed from office.

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee and Audit Committee Financial Expert

The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities.  The Company has not yet employed an audit committee financial expert on its Board due to the inability to attract such a person.

The Company intends to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties willwould be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee willwould review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee willwould at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Code of EthicsCompensation Committee

OurThe Company intends to establish a compensation committee of the board of directors. The compensation committee would review and approve the Company’s salary and benefits policies, including compensation of executive officers.

Security Holders Recommendations to Board of Directors has

We do not adoptedcurrently have a code of ethics dueprocess for security holders to send communications to the fact thatboard of directors. However, we presently only have one directorwelcome comments and we arequestions from our shareholders. Shareholders can direct communications to the Company at our executive offices.

Involvement in Certain Legal Proceedings

To our knowledge, during the development stage of our operations. We anticipate that we will adopt a code of ethics when we increase either the numberlast ten years, none of our directors and executive officers or the number(including those of our employees.subsidiaries) has: