Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1

FORM 10-Q/A

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

For the quarterly period ended: OctoberJanuary 31, 20202023

or☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ________________

Commission file number 001-36843

GREEN STREAM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

(310)230-0240

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx  ☒ No ¨☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesx ☒ No ¨☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ Nox ☒

Securities registered pursuant to Section 12(b) of the Act:

The number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Explanatory Paragraph

This Amendment No. 1 is being filed SOLELY to correct the signer. The original 10-Q was erroneously filed with an incorrect signatory who is not an officer of the company. Nothing else has changed from the original filing.

EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q is being filed solely to furnish the Interactive Data files as Exhibit 101, in accordance with Rule 405 of Regulation S-T. Minor other changes were made to the Form 10-Q, as originally filed on March 22, 2023.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.     Interim Financial Statements.

GREEN STREAM HOLDINGS, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

AT OCTOBERJANUARY 31, 20202023 & APRIL 30, 20202022

(UNAUDITED)

The accompanying notes are an integral part of thethese financial statements.

GREEN STREAM HOLDINGS, INC.

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE AND SIXNINE MONTHS ENDED OCTOBERJANUARY 31, 20202023 & OCTOBERJANUARY 31, 20192022

(UNAUDITED)

The accompanying notes are an integral part of the financial statements.

Green Stream Holdings, Corp.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED JANUARY 31, 2023 & JANUARY 31, 2022

(UNAUDITED)

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

GREEN STREAM HOLDINGS, INC.Green Stream Holdings, Corp.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIXNINE MONTHS ENDED OCTOBERJANUARY 31, 20202023 & OCTOBERJANUARY 31, 20192022

(UNAUDITED)

The accompanying notes are an integral part of thethese financial statements.

GREEN STREAM HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/ (DEFICIT)

FOR THE SIX MONTHS ENDED OCTOBER 31, 2020

(UNAUDITED)

The accompanying notes are an integral part of the financial statements.

GREEN STREAM HOLDINGS, INC.

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED OCTOBERJanuary 31, 20202023 and 2022

(UNAUDITED)

NOTE 1 – - SIGNIFICANT ACCOUNTING POLICIES

A. ORGANIZATION AND OPERATIONS

The Company was originally incorporated on April 12, 2004, in the State of Nevada under the name of Ford-Spoleti Holdings, Inc. On June 4, 2009, the Company merged with Eagle Oil Holding Company, a Nevada corporation, and the surviving entity, the Company, changed its name to “Eagle Oil Holding Company, Inc.” Inception of the current Company occurred February 8, 2019 when the Company was acquired by Green Stream Holdings Inc. Previously there was no activity from JulyOctober 31, 2017 until the acquisition of February 8, 2019. On April 25, 2019, the Company changed its name to “Green Stream Holdings Inc.” and is deemed to be a continuation of business of Eagle Oil Holding Company, Inc. Additionally, the Company was reorganized that so that the Company became operating as a holding company of Green Stream Finance, Inc., a Wyoming Corporation. That reorganization, inter alia, gave Madeline Cammarata, President of Green Stream Finance, Inc., the majority of the voting power in the Company. On April 25, 2019 the Company also filed the certificate of Amendment to Articles of Incorporation with the Secretary of State of Nevada providing for reverse stock split: each thirty thousand shares of common stock of the Company issued and outstanding immediately prior to the “effective time” of the filing were automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of common stock, provided that no fractional shares were to be issued in connection with said reverse stock split.

On May 15, 2019, the Company filed the articles of conversion with the secretary of state of Nevada, to convert the company from Nevada Corporation to Wyoming Corporation. The Company is in good standing in the State of Wyoming as of September 25, 2019. The Company’s common shares are quoted on the “Pink Sheets” quotation market under the symbol “GSFI.”

B. PRINCIPALS OF CONSOLIDATION

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary Green Stream Finance, Inc. based in the state of Wyoming. All material inter-company balances and transactions were eliminated upon consolidation.

C. BASIS OF ACCOUNTING

The Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred. The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. As such, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and these adjustments are of a normal recurring nature.

D. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

E. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand; cash in banks and any highly liquid investments with maturity of three months or less at the time of purchase. The Company maintains cash and cash equivalent balances at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000.

F. COMPUTATION OF EARNINGS PER SHARE

Net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period. Due to the net loss, the options and stock conversion of debt are not used in the calculation of earnings per share because the stock conversions and options are considered to be antidilutive.

G. INCOME TAXES

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company’s management has reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material effect on the Company.

H. REVENUE RECOGNITION

Revenue for license fees is recognized upon the execution and closing of the contract for the amount of the contract. Contract fees are generally due based upon various progress milestones. Revenue from contract payments are estimated and accrued as earned. Any adjustments between actual contract payments and estimates are made to current operations in the period they are determined.

I. FAIR VALUE MEASUREMENT

The Company determines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments.

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. US GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:

J. STOCK-BASED COMPENSATION

The Company measures and recognizes compensation expense for all share-based payment awards made to employees, consultants and directors including employee stock options based on estimated fair values. Stock-based compensation expense recognized for the years ended December 31, 2014 and 2013 was $24,000$24,000 and $0$0 respectively. Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that vest during the period.

Share-based compensation expense recognized in the Company’s consolidated statement of operations for the years ended December 31, 2014 included compensation expense for share-based payment awards granted in December 31, 2014.

K. SALES AND ADVERTISING

The costs of sales and advertising are expensed as incurred. Sales and advertising expense was $23,808$0 and $13,550$476,290 for the six months ended OctoberJanuary 31, 20202023 and 2019,2022, respectively.

L. NEW ACCOUNTING PRONOUNCEMENTS

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to OctoberJanuary 31, 20202023 through the date these financial statements were issued.

M. FURNITURE AND EQUIPMENT

Furniture and equipment are recorded at costs and consists of furniture and fixtures, computers and office equipment. We compute depreciation using the straight-line method over the estimated useful lives of the assets. Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are charged to expense.

N. INTELLECTUAL PROPERTY

Intangible assets (intellectual property) are recorded at cost and are amortized over the estimated useful life of the asset. Management evaluates the fair market value to determine if the asset should be impaired at the end of each year.

O. IMPAIRMENT OF LONG-LIVED ASSETS

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.

An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

NOTE 2 – - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. At OctoberJanuary 31, 20202023 the Company had a loss from operations, for the six months ended, of $754,794,$164,051, and an accumulated deficit of $1,124,036$14,787,344 and negative working capital of $633,190.$1,024,803 The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.

The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital. The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services. There may be other risks and circumstances that management may be unable to predict.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment at October 31, 20202022 and April 30, 20202022 consists of the following:

Depreciation expense for the threenine months ended OctoberJanuary 31, 20202023 was $0 and 2019 was $11,937 and $0$30,020 for April 30, 2022 respectively. Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets.

NOTE 4 – INTANGIBLE ASSETS

Intangible Assets at October 31, 2020 and April 30, 2020 consists of the following:

The Company invests indetermined that the various intellectual properties to be developed intoacquired in the merger with Eagle Oil will have no value in the Company’s future projects. By definition these intangible assets are amortized over a 15 year period. Amortization expense for the six months ended OctoberAt January 31, 2020 and 2019 was $3,083 and $0 respectively. October 31, 2020,2023 the Company has determined that the intangible asset should not be impaired.

fully impaired as of October 31, 2021.

NOTE 5 –STOCKHOLDERS’ EQUITY/EQUITY / (DEFICIT)

AUTHORIZED SHARES & TYPES

As of JulyJanuary 31, 2020,2023 , we had 65,395,6654,773,874,123 shares of Common Stock issued and of:

NOTE 6 – INCOME TAXES

Deferred tax assets arising as a result of net operation loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.

Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax years ended April 30, 20202022 and 20192021 for U.S. Federal Income Tax and for the State of Wyoming.

A reconciliation of income taxes at statutory rates with the reported taxes follows:

The Company has net operating loss carry forwards in the amount of approximately $1,124,046$14,787,344 that will expire beginning in 2029.2030. The deferred tax assets including the net operating loss carry forward tax benefit of $1,124,046$14,787,344 total $280,980$1,526,063 which is offset by a valuation allowance. The other deferred tax assets include accrued officer compensation, stock basedstock-based compensation, and amortization.

The Company follows the provisions of uncertain tax positions. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax position at OctoberJanuary 31, 2020 for2023 which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at OctoberJanuary 31, 2020.2023. The open tax years are from 2019 through 2029.

NOTE 7 – RELATED PARTY TRANSACTIONS

During the threeNine months ended OctoberJanuary 31, 20202023, and 2019 the Company’s CEO2022 a Company shareholder had advanced $0$0 and $130,254$0 respectively of personal funds. As of OctoberJanuary 31, 20202023 and 20192022 the Company owed the CEO $25,930shareholder $0 and $130,254$0 respectively.

NOTE 8 –NOTES AND OTHER LOANS PAYABLE

On December 11, 2019, the company agreed to pay Cheryl Hintzen $40,000$40,000 in the form of a promissory note with a term of one year at 10%10 % interest compounded annually. The Company accrued interest for the sixSix months ended October,January 31, 2020, in the amount of $2,017.$559. On January 8, 2020, the Company signed a promissory note for $8,000$8,000 with Cheryl Hintzen. The note becomes due on March 8, 2020, and carries a per annum interest rate of 10%10%. The Company accrued interest for the SixNine months ended OctoberJanuary 31, 20202023 in the amount of $651.$1,159.45.

On February 21, 2020, the Company borrowed $25,000$25,000 from GPL Ventures with interest at a rate of 10%10% and a due date of July 31, 2020.April 30, 2020.

On March 12, 2020, the Company agreed to pay Dr. Jason Cohen 1,000,000 shares at a valuation of $.20$.20 per share plus 8%8 % interest until the shares are issued. The interest accrued through October 31. 2020end is $10,213.70.$2,147.95 which equates to 10,740 shares.

In the month July 13,March, 2020 the Company borrowed $250,000 from Leonite Capital on a senior convertible note maturingescrow attorney for GPL Ventures advanced $46,900 in 6 months.funds for the purchase of REG A shares. The common shares had not been issued at year end and subsequently were issued. The note had an Original Issue Discount of 10% and carries an interest rate of 12% annually. Additionally the lender received 1,500,000 shares of restricted common shares. The Note converts at the rate of $.10 per share had the Company has reserved 60,000,000will be reclassified as common shares forissued and additional paid in capital in the conversion. For the six months ended October 31, 2020 $8,371.39subsequent period. No interest was accrued for this note.

The following schedule is Notes Payable at January 31, 2023 and April 30, 2022:

NOTE 9 – CONVERTIBLE NOTE PAYABLE

On September 17, 2020May 27, 2021 the Company borrowed $100,000$230,000 from GS Capital with an interest rate of 8% with a maturity of May 27, 2022. The note holder converted $50,000 along with $1,012 interest on January 19, 2022. The balance on the note is $70,000 at January 31, 2023.

On April 14, 2021 the Company sold preferred stock of $325,000 to Quick Capital LLC which included repayment obligation or return with an interest rate of 10% with superior rights to be paid in the event of a sale of the Company. The Company repaid $50,000 on July 8, 2021. The note holder converted or exercised its preferred rights for $18,000 on November 17, 2021 and $17,400 on January 27, 2022. The noteholder thus has the right to convert or replace the obligation into common stock at a fixed price of one share for every $.001 of preferred or the debt thereunder. The balance on the preferred note is $0 at January 31, 2023.

On August 26, 2021 the Companvy borrowed $55,000 from Quick Capital LLC on a senior convertible note maturing in 12 months atwith an interest rate of 10%10%. The Company has the right to repay the note prior to maturity at a rate of 110% of the then principal and interest. The note is convertible to common stock at a fixed conversion price of $.001. The balance on the note is $55,000 at April 30, 2022. Additionally, in August, 2021, Quick-Capital also invested $50,000 in a private transaction with the lender received 1,000,000 shares of restrictedCompany at $0.005 for 10,000,000 common shares. For

On November 8, 2021 the six months endedCompany borrowed the sum of $83,750.00 from SIXTH STREET LENDING, a North Carolina corporation. The note has a Maturity date of May 8, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is one hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. At any time following the Initial Period, the Conversion Price shall be equal to the Variable Conversion Price (as defined herein)(subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The price & quote Variable Conversion. Price & quote; shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). The balance on the note is $0.00 at January 31, 2023.

On November 29, 2021 the Company borrowed the sum of $58,750.00 from SIXTH STREET LENDING, a North Carolina corporation. The note has a Maturity date of May 28, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is one hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. The balance on the note is $0.00 at January 31, 2023.

On December 21, 2021 the Company borrowed the sum of $53,750.00 from SIXTH STREET LENDING, a North Carolina corporation. The note has a Maturity date of June 21, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is one hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. The balance on the note is $0.00 at January 31, 2023.

On January 11, 2022 the Company borrowed the sum of $53,750.00 from SIXTH STREET LENDING, a North Carolina corporation. The note has a Maturity date of July 11, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is one hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. The balance on the note is $0.00 at January 31, 2023.

On February 24, 2022, the Company borrowed the sum of $38,750.00 from 1800 DIAGONAL LENDING, a Virginia corporation. The note has a Maturity date of August 24, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is one hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. The balance on the note is $0 at January 31, 2023.

On May 2, 2022, the Company borrowed the sum of $33,750.00 from 1800 DIAGONAL LENDING, a Virginia corporation. The note has a Maturity date of November 2, 2022 and carries an interest rate of 8% per annum. The note also has conversion rights. During the period beginning on the date of funding of this Note and ending on the date which is one hundred eighty (180) days following such date (the “Initial Period”), the Conversion Price shall be fixed at $0.04. The balance on the note is $33,750 at January 31, 2023. On January 31, 2023, this note was assigned to Quick Capital for $45,851.88 and was converted into common shares the balance is $0.00 on January 31, 2023.

On July 13, 2022, the Company borrowed $25,000 from Quick Capital LLC which included repayment obligation or return with an interest rate of 10% with superior rights to be paid in the event of a sale of the Company. The noteholder has the right to convert or replace the obligation into common stock at a fixed price of one share for every $.001 of preferred or the debt thereunder. The balance on the note is $25,000 at January 31, 2023.

On August 25, 2022, the Company borrowed $54,500 from Quick Capital LLC which included repayment obligation or return with an interest rate of 10% with superior rights to be paid in the event of a sale of the Company. The noteholder has the right to convert or replace the obligation into common stock at a fixed price of one share for every $.001 of preferred or the debt thereunder. The balance on the note is $54,500 at January 31, 2023.

On August 30, 2022, the Company borrowed $12,000 from Quick Capital LLC which included repayment obligation or return with an interest rate of 10% with superior rights to be paid in the event of a sale of the Company. The noteholder has the right to convert or replaced. On October 5, 2022 the Company borrowed $35,000 from Quick Capital LLC which included repayment obligation or return with an interest rate of 10% with superior rights to be paid in the event of a sale of the Company. The noteholder has the right to convert or replace the obligation into common stock at a fixed price of one share for every $.001 of preferred or the debt thereunder. The balance on the note is $35,000 at January 31, 2020 $1,205.482023.

On September 7, 2022, the Company borrowed $35,000 from Quick Capital LLC which included repayment obligation or return with an interest was accruedrate of 10% with superior rights to be paid in the event of a sale of the Company. The noteholder has the right to convert or replace the obligation into common stock at a fixed price of one share for this note.every $.001 of preferred or the debt thereunder. The balance on the note is $35,000 at January 31, 2023.

On October 10, 202031, 2022, the Company borrowed $65,000$15,000 from Geneva Roth Remark Holdings Inc. on a senior convertible note maturing in 12 months atQuick Capital LLC which included repayment obligation or return with an interest rate of 10%.10% with superior rights to be paid in the event of a sale of the Company. The Note convertsnoteholder has the right to convert or replace the obligation into common stock at a fixed price of one share for every $.001 of preferred or the debt thereunder. The balance on the note is $15,000 at January 31, 2023.

On November 1, 2022, the Company borrowed $12,500 from Quick Capital LLC which included repayment obligation or return with an interest rate of 42% discount10% with superior rights to Market Pricebe paid in the event of a sale of the Company. The noteholder has the right to convert or replace the obligation into common stock at a fixed price of one share for restricted common shares. Forevery $.001 of preferred or the six months ended Octoberdebt thereunder. The balance on the note is $12,500 at January 31, 2020 $409.59 interest was accrued for this note.

2023.

The following schedule is Notes Payable at October 31, 2020 and April 30, 2020:

NOTE 9 – SUBSEQUENT EVENTS

On August 16, 2020, without either party admitting or denying any wrongdoing, the Company and certain of the Defendants (the “Settling Defendants”) reached an agreement to settle the Action in consideration for the dismissal of the Action, mutual general releases, the return, cancellation and retirement of the Settling Defendants’ 2,500,000 shares of the Company’s common stock and any and all rights to any and all allegedly owned securities or debt of the Company including, but not limited the 150,000 shares of Series B Convertible Preferred Stock the Settling Defendants asserted they owned in a Schedule 13G filing, plus any rights to any Purported Notes. The Company agreed to pay the Defendants the sum of Two Hundred Thousand Dollars ($200,000) by November 5, 2020 and the parties agreed to not make any disparaging statements about each other. Eagle Oil Parties and Green Stream Holdings Inc. have entered into a settlement agreement which either side admits any wrong doing, etc. as per the agreement. The Company has revised this settlement agreement and

anticipates concluding the settlement in before December 31, 2020.

On December 20, 2022, the Company borrowed $12,500 from Quick Capital LLC which included repayment obligation or return with an interest rate of 10% with superior rights to be paid in the event of a sale of the Company. The noteholder has the right to convert or replace the obligation into common stock at a fixed price of one share for every $.001 of preferred or the debt thereunder. The balance on the note is $12,500 at January 31, 2023.

On December 23, 2022, the Company borrowed $59,360 from Janbella Group LLC with an interest rate of 8% with a maturity of September 23, 2023. The note holder Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $7,090.22 (a total payback to the Holder of $63,812.00). The first payment shall be due January 23, 2023 with nine (9) subsequent payments each month on the 30th day of such month thereafter. The Company shall have a five (5) day grace period with respect to each payment.

NOTE 10 - SUBSEQUENT EVENTS

Subsequent events were evaluated through March 15, 2023, which is the date the financial statements were available to be issued. There were no events that would require additional disclosure at the time of financial statement presentation.

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to those set forth under “Risk Factors” in our Form 10-K, as filed with the United States Securities and Exchange Commission, or the SEC, on August 19, 2020.September 7, 2021.

Cautionary Note Regarding Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “intends”, “plans”, “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should,” “designed to,” “designed for,” or other variations or similar words or language. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

Although these forward-looking statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result, our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below under the caption “Risk Factors.” For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not unduly rely on these forward-looking statements, which speak only as of the date on which they were made. They give our expectations regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

Impact of COVID-19General

In March 2020, the World Health Organization declared the outbreakBusiness Overview

Green Stream Holdings Inc. (the “Company”) is a provider of a novel coronavirus (COVID-19) as a pandemic which continuesnext-generation solar energy solutions to spread throughout the United States and globally and more recently in the United States there has been an increase in cases reported.underrepresented and/or growing market segments. The Company is monitoringcurrently targeting high-growth solar market segments for its advanced solar power generation systems (“solar systems”), operating in multiple markets and is prepared for conducting business in several industry-friendly locations including California, Nevada, Arizona, Washington, New York, New Jersey, Massachusetts, New Mexico, Colorado, Hawaii, and Canada. Our business office is located at 201 E. Fifth Street, Suite 100, Sheridan, Wyoming 82801.

The Company was originally incorporated on April 12, 2004, in the near term and longer term impactsState of COVID-19Nevada under the name of Ford-Spoleti Holdings, Inc. On June 4, 2009, the Company merged with Eagle Oil Holding Company, a Nevada corporation, and the related businesssurviving entity, the Company, changed its name to “Eagle Oil Holding Company, Inc.” On April 25, 2019, the Company entered into an Acquisition and travel restrictionsMerger Agreement between the Company and changesGreen Stream Finance, Inc., and following the merger contemplated by such agreement the Company commenced its current operations (the “Reorganization”) and changed its name to behavior intended“Green Stream Holdings Inc.” Effective September 25, 2019, the Company elected to reduceconvert the Company from Nevada Corporation to Wyoming Corporation. On December 13, 2019, the Company amended its spread,articles of incorporation to increase its authorized capital stock to 10,000,000,000 shares of common stock, par value of $0.001 per share and its impact12,000,000 shares shall be shares of preferred stock, par value of $0.001 per share.

The Company’s common stock is currently quoted on operations, financial position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition toOTC Markets under the impact on its employees. The current COVID-19 pandemic has presented substantial health and economic risks, uncertainties and challenges to our business, the global economy and financial markets. It is not currently possible to predict how long the pandemic will last or the time it will take for economies to return to prior levels. The extent to which COVID-19 impacts our business, operations, financial results and financial condition, and those of our suppliers and customers will depend on future developments which are highly uncertain and cannot be predicted with certainty or clarity, including the duration and continuing severity of the outbreak and additional government actions to contain COVID-19.

symbol “GSFI.”

GeneralWe are a marketer and contractor of solar systems to underrepresented and/or growing market segments to homeowners, landowners, commercial building owners in the United States. Since the Reorganization, the Company has been involved primarily in organizational activities as a marketer of solar systems. The Company has not yet generated any revenues from these activities. The Company has developed relationships with selective world-class designers and manufacturers of solar power solutions, such as the famed architect Anthony Morali of Renewable Energy Development LLC (“RED”), a leading expert in solar infrastructure design. The Company hopes to leverage these relationships to offer the unique solar energy solutions provided by RED and others to the Company’s customers. The Company currently has no manufacturing or installation capabilities and will rely upon third-parties like RED to design, manufacture, and install our solar systems.

Although Green Stream Holdings, Inc. ( the “Company”) was organized as a Nevada corporation in 2004, only the financial statementsThe Company will be relying on both Renewable Energy Development (RED) and operations following the Acquisition and Merger Agreement dated February 14, 2019 (the “Merger Agreement”) are relevantAmergy Solar for the development, design and construction of its projects. The Company anticipates retaining RED for solar designs and applicable to its current business strategy. Pursuant to the Acquisitionlocal building and Mergerelectrical permitting where geographically permissible. As set forth in the Letter Agreement, the Company acquired 96%will use Amergy Solar to provide the engineering, procurement and construction work for the projects indicated in the letter agreement and the Registration Statement including the New York State Energy Research and Development and utility interconnection applications.

It is anticipated that when projects commence, both RED and Amergy will each be paid an initial payment upon execution of an agreement for a particular project. It is also expected that both RED and Amergy will be paid on a project-by-project basis in installments as they complete various phases of the capital stockproject and reach applicable milestones within respective agreements.

For example, we anticipate paying Amergy an initial payment of Green Stream Finance, Inc.,$25,000 when we enter into an agreement for a Wyoming corporation, in exchangespecific project and then an additional installment of approximately $65,000 for 600,000 shares of newly created Series B Preferred Stockmaterials and to begin mobilization. As with any construction job, other amounts will be required to be paid based on the size and complexity of the Company. Subsequentproject. Similarly, the amounts we anticipate having to pay RED will likely change on a project by project basis based on the size and wattage of the particular project.

However, we have not yet entered into any specific agreements for projects with either RED or Amergy and we therefore cannot predict exactly what such terms will be.

Solar Systems

The Company intends to generate initial revenue by arranging for the design, installation, operation, maintenance, repair and replacement of solar systems on the top of buildings pursuant to leases it has entered into with the owners of these properties, which leases are discussed in “Plan of Operations” (the Solar Leases). We currently rely on RED and other vendors for the design, manufacture and installation of the solar systems we market and sell. These vendors will be paid on a project by project basis for the design, materials, manufacturing and installation of each solar system. We will be required to pay for the products and services needed to build these systems before their completion and before these systems will be able to produce electricity, and before we will be able to generate revenues from the sale of that electricity to electric utility companies or customers. Once these solar systems have commenced operations, and depending on the regulatory regime, electric utility policies and other circumstances of the areas in which a solar system is built, the Company will then market net metering agreements under which the electricity generated by the system is sold to the Acquisitioncustomer’s local utility company.

Community Solar

“Community Solar” is a collection of solar panels in a publicly shared space that generates electricity from the Company began conducting business solely assun.

These panels are placed near homes and in neighborhoods where they can provide maximum benefit to people who typically may not have the ability to use solar power.

We endeavor to make the move to solar energy simple for our customers by identifying quality product manufacturers and installers and arranging the financing, design, permitting, construction and maintenance of our energy solutions. We work with a holding companygroup of Green Stream Finance, Inc. Further, followingcontractors who design, procure, permit, install, and interconnect a suitable solar energy solution to the Acquisition,utility grid, simplifying the Company changed its name, was converted into Wyoming Corporation,installation of solar systems. Although we have engaged third-party manufacturers for production and changed its trading symboldistribution logistics, we will be the party who communicates with the customers throughout the entire period of services of our energy solutions.

The Company’s strategy to GSFI. Our Company’s current objective isincrease sales will be to manage Green Stream Finance, Inc. and conduct business in theoffer fundamentally unique solar power energy sectorsystems, including those designed by meansRED or other comparable designers, and to introduce a highly customizable and personalized approach to after-sales customer service through a unique type of such managing.contractual relationship with its customers.

During the next six months it is the Company’s plan to:

We plan to work with (i) private homeowners, (ii) local roofing companies, (iii) solar installation companies, (iv) custom homebuilders, (v) mass market homebuilders and (vi) and commercial building and multi-unit residential owners. Our target market is commercial building and property owners in New York and New Jersey. To date, we currently have four (4) Solar Leases with commercial property owners in New York and New Jersey, and, assuming we are able to obtain adequate financing, we expect to complete these systems. As of the date of this registration statement, wethe Company was actively seeking to develop the following four (4) leases: 111 Station Road, Bellport, New York; 607 Station Road, Bellport, New York; and 8012 Tonneli Ave, North Bergen, New Jersey.

Description of Products and Services

Green Stream endeavors to provide solar energy solutions to underrepresented and/or growing market segments that seek renewable energy solutions but don’t have not entered into any arrangements creating a reasonable probabilitydirect access to them. We plan to first develop solar power generation systems (“solar systems”) at the locations that we will acquire a specific propertyare the subject of the Solar Leases, and then market net metering agreements or other assets. The number of propertiescommunity solar solutions to customers nearby, depending on the regulatory regime, electric utility policies and other assets that we will acquire will depend upon the number of shares sold and the resulting amountcircumstances of the net proceeds available for investmentareas in properties and other assets.

Results of Operations

As of the date of this registration statement, we have not yet commenced business operations, as we are currently in our organizational and development stage. Our managementwhich a solar system is not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting our targeted portfolio, the alternative energy real estate industry and real estate generally, that may be reasonably anticipated to have a material impact on either our capital resources, or the revenues or incomes to be derived from the operation of our assets.

We intend to operate on a fiscal year basis from May 1 to April 30 and report for tax purposes on a fiscal year basis.

We have also expended human capital and energy, as well as financial resources on identifying and sourcing future energy-related projects, in accordance with our two business models.

Selected Financial Data

We are a smaller reporting Company as defined by 17 C.F.R 229(10)(f)(i) and are not required to provide the information under this heading.

We have no off-balance sheet arrangements, including arrangements that would affect the liquidity, capital resources, market risk support, and credit risk support or other benefits.built.

The Company believes that its revenues in key regions will be derived directly from agreements that lease solar systems that we arrange the building of to our customers. Pursuant to these agreements, the Company, owns, operates, and maintains the solar system, and a host customer agrees to site the system on its property. The Company will then attempt to enter into net metering agreements to sell electric output from the solar services provider for a predetermined period (usually twenty-five years) to the host’s local utility. This financial arrangement allows the host customer to receive stable and low-cost electricity, while the solar services provider or another party acquires valuable financial benefits, such as tax credits and income generated from the sale of electricity. The Company would be responsible for the development, design, and the administration of the project, obtaining permits, financing, and managing the solar system, and well as its installation and maintenance.

The Company does not expect to enter into agreements for the design, construction or installation of any solar facilities until it has obtained all necessary approvals for the installation of the system from local authorities and entered into a net metering agreement with the applicable utility. Moreover, pursuant to the terms of the Company’s existing leases, the Company is similarly not required to pay rent to the owner until it begins generating revenue through a net metering agreement. If, however, the Company commences, or engages a contractor to commence, the development, construction or installation of a solar system prior to entering into a net metering agreement, there can be no assurance that the Company will be successful in entering into a net metering agreement following the facility’s completion and the Company may be required to seek alternative means to recoup the investment in the facility, such as a purchase power agreement, for example, of which there can be no assurance that the Company will be able to find such an arrangement or find one on terms that are favorable to the Company.

An interconnection agreement is generally required from the applicable local electricity utility to interconnect a solar energy system with the utility grid. In almost all cases, interconnection agreements are standard form agreements that have been pre-approved by the local public utility commission or other regulatory body with jurisdiction over interconnection. As such, no additional regulatory approvals are required once interconnection agreements are signed. We would prepare and submit these agreements on behalf of our customers to ensure compliance with interconnection rules. Under this business model, the host customer buys the services produced by our solar energy solutions rather than the solution itself.

We expect to function as the project coordinator, arranging the financing, design, permitting, and construction of the system. We plan to purchase the solar panels for the project from a PV manufacturer, who provides warranties for system equipment. The installers we initially plan to contract with will design the system, specify the appropriate system components, and may perform the follow-up maintenance over the life of the PV system. Although we may eventually develop an in-house team of installers, we currently has no material commitments for capital expenditures.do not have such a team. Once the construction agreement is signed, a typical installation is expected to be completed in three to six months.

Plan of Operations

We intend to pursue the development of our solar greenhouses, sales of Community Solar installations, and development of Company owned Community Solar installations. Development of solar greenhouses is dependent upon or continued relationship with RED and Anthony Morali. We also seek to capitalize on the agreements in principal we have with several commercial buildings owners where we hope to install solar systems where we will market our solar power solution to customers close to those facilities and capitalize on tax incentives for solar power generation and the sale of excess capacity back to local utilities. We will experience a relative increase in liquidity as we receive net offering proceeds and a relative decrease in liquidity as we spend net offering proceeds in connection with the acquisition, development, and operation of our assets. We have identified no additional material internal or external sources of liquidity as of the date of this offering circular.

We expect to use the net proceeds received from our Regulation A offering in our efforts related to research and development in conjunction with RED and exploration of market opportunities, as well as for working capital and other general corporate purposes. Our anticipated costs include employee salaries and benefits, compensation paid to consultants, capital costs for research and other equipment, costs associated with development activities including travel and administration, legal expenses, sales and marketing costs, general and administrative expenses, and other costs associated with a development-stage company. We do not anticipate increasing the number of employees because the Company intends to use independent contractors; however, this is highly dependent on the nature of our development efforts. We anticipate adding employees in the areas of sales and marketing, and general and administrative functions as required to support our efforts. We expect to incur consulting expenses related to technology development and other efforts as well as legal and related expenses to protect our intellectual property.

The amounts that we actually spend for any specific purpose may vary significantly, and will depend on a number of factors including, but not limited to, the pace of progress of our commercialization and development efforts, actual needs with respect to product testing, research and development, market conditions, and changes in or revisions to our marketing strategies, as well as any legal or regulatory changes which may ensue. In addition, we may use a portion of any net proceeds to acquire complementary products, technologies or businesses; however, we do not have plans for any acquisitions at this time. We will have significant discretion in the use of any net proceeds. Investors will be relying on the judgment of our management regarding the application of the proceeds of any sale of our common stock.

There is a current market trend of declining prices in solar power cells and solar power modules. Although our solar power greenhouse is projected to have both a significant advantage of both cost and efficiency, which we believe would minimize the effects of the trend, there is no certainty that government, commercial and retail consumers will continue to enter into the solar market.

If we are unable to raise the net proceeds from our Regulation A Offering that we believe are needed to fund or business plan, we may be required to scale back our development plans by reducing expenditures for employees, consultants, business development and marketing efforts, and other envisioned expenditures. This could reduce our ability to commercialize our technology or require us to seek further funding earlier, or on less favorable terms, than if we had raised the full amount of the offering.

If management is unable to implement its proposed business plan or employ alternative financing strategies, it does not presently have any alternative proposals. In that event, investors should anticipate that their investment may be lost and there may be no ability to profit from this investment.

We cannot assure you that our development products will be approved or accepted, that we will ever earn revenues sufficient to support our operations or that we will ever be profitable. Furthermore, since we have no committed source of financing, we cannot assure you that we will be able to raise money as and when we need it to continue our operations. If we cannot raise funds as and when we need them, we may be required to severely curtail, or even to cease our operations.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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 period. Actual results could differ from those estimates.

A summary of significant accounting policies is included in Note 2 to the consolidated financial statements included in this Registration Statement. Of these policies, we believe that the following items are the most critical in preparing our financial statements.

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors to be recognized in the financial statements, based on their fair value. The Company measures share-based compensation to consultants in accordance with ASC 505-50, Equity-Based Payments to Non-Employees, and recognizes the fair value of the award over the period the services are rendered or goods are provided.

Most Recent accounting pronouncements

Refer to Note 1 in the accompanying consolidated financial statements.