We have audited the accompanying balance sheets
of Discovery Gold Corporation (the “Company”) as of April 30, 2019 and 2018, the related statements of operations,
shareholders’ deficit and cash flows for the years 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, 2019 and 2018, and the results 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.
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 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.
These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based
on our audit. 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 audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material 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. As part of our audit, we are required
to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit 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 regarding the amounts and disclosures
in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable
basis for our opinion.
The accompanying notes are an integral part
of these audited financial statements
DISCOVERY GOLD CORPORATION
STATEMENTS OF OPERATIONS
Years Ended April 30, 2019 and 2018
|
|
|
|
|
|
|
APRIL 30,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
REVENUE
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
EXPENSES
|
|
|
|
|
|
|
|
|
General and administrative expenses
|
|
|
125,164
|
|
|
|
1,421
|
|
|
|
|
|
|
|
|
|
|
Total Expenses
|
|
|
125,164
|
|
|
|
1,421
|
|
|
|
|
|
|
|
|
|
|
OPERATING LOSS
|
|
|
(125,164
|
)
|
|
|
(1,521
|
)
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
|
|
|
|
|
|
Gain on settlement of liabilities
|
|
|
—
|
|
|
|
846
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) BEFORE TAXES
|
|
|
(125,164
|
)
|
|
|
(575
|
)
|
|
|
|
|
|
|
|
|
|
TAXES
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
(125,164
|
)
|
|
$
|
(575
|
)
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) per Common Share: Basic and Diluted
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares Outstanding: Basic and Diluted
|
|
|
247,777,311
|
|
|
|
114,210,736
|
|
The accompanying notes are an integral
part of these audited financial statements
DISCOVERY GOLD CORPORATION
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
Years Ended April 30, 2019 and 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
|
Paid-In
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Capital
|
|
|
|
Deficit
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2017
|
|
|
107,677,311
|
|
|
$
|
107,677
|
|
|
$
|
8,139,783
|
|
|
$
|
(8,521,357
|
)
|
|
$
|
(273,897
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued in settlement of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
accruals - related parties
|
|
|
139,000,000
|
|
|
|
139,000
|
|
|
|
41,700
|
|
|
|
—
|
|
|
|
180,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued in settlement of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
accounts payable and accruals
|
|
|
3,100,000
|
|
|
|
3,100
|
|
|
|
1,550
|
|
|
|
—
|
|
|
|
4,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(575
|
)
|
|
|
(575
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2018
|
|
|
249,777,311
|
|
|
|
249,777
|
|
|
|
8,183,033
|
|
|
|
(8,521,932
|
)
|
|
|
(89,122
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(125,164
|
)
|
|
|
(125,164
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at April 30, 2019
|
|
|
249,777,311
|
|
|
$
|
249,777
|
|
|
$
|
8,183,033
|
|
|
$
|
(8,647,096
|
)
|
|
$
|
(214,286
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part
of these audited financial statements
DISCOVERY GOLD CORPORATION
STATEMENTS OF CASHFLOWS
Years Ended April 30, 2019 and 2018
|
|
|
|
|
|
|
APRIL 30,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income (Loss)
|
|
$
|
(125,164
|
)
|
|
$
|
(575
|
)
|
Adjustments to reconcile net income (loss) to
|
|
|
|
|
|
|
|
|
net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Gain on settlement of liabilities
|
|
|
—
|
|
|
|
(846
|
)
|
|
|
|
|
|
|
|
|
|
Changes in working capital items:
|
|
|
|
|
|
|
|
|
Accounts payable and accruals
|
|
|
46,102
|
|
|
|
259
|
|
Accruals - related parties
|
|
|
69,765
|
|
|
|
278
|
|
|
|
|
|
|
|
|
|
|
Net Cash Flows Used in Operating Activities
|
|
|
(9,297
|
)
|
|
|
(884
|
)
|
|
|
|
|
|
|
|
|
|
Net Cash Flows from Investing Activities
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
Fees drawn in excess of bank balance
|
|
|
11
|
|
|
|
—
|
|
Advances under loans – related parties
|
|
|
7,697
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
New Cash Flows from Financing Activities
|
|
|
7,708
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash:
|
|
|
(1,589
|
)
|
|
|
(884
|
)
|
|
|
|
|
|
|
|
|
|
Beginning cash:
|
|
|
1,589
|
|
|
|
2,473
|
|
|
|
|
|
|
|
|
|
|
Ending Cash:
|
|
$
|
—
|
|
|
$
|
1,589
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
|
Cash paid for interest
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Non-Cash Financing Activities
|
|
|
|
|
|
|
|
|
Shares issued to settle accounts payable
|
|
$
|
—
|
|
|
$
|
4,650
|
|
Shares issued to settle accruals - related parties
|
|
$
|
—
|
|
|
$
|
180,700
|
|
The accompanying notes are an integral
part of these audited financial statements
DISCOVERY GOLD CORPORATION
NOTES TO AUDITED FINANCIAL STATEMENTS
YEARS ENDED APRIL 30, 2019 AND 2018
NOTE 1. NATURE OF OPERATIONS
Nature of Business
Discovery
Gold Corporation., a Nevada corporation, (“Discovery Gold,” “the Company,” “We," "Us"
or “Our’) is a publicly quoted shell company seeking to create value for its shareholders by merging with another entity
with experienced management and opportunities for growth in return for shares of its common stock. No potential merger candidate
has been identified at this time.
As further discussed below in
Note 10. Subsequent
Events
below, on June 20, 2019, GRN Funds, LLC, a Washington limited liability company, and its manager and Chief Executive
Officer, Justin Costello, purchased a total of 139 million shares of the Company’s common stock representing 55.65% of its
issued and outstanding shares, in a private transaction with Stephen Flechner and David Cutler. As a result of the closing of the
transaction on June 25, 2019, GRN Funds, LLC and Mr. Costello acquired a majority of the issued shares eligible to vote. The total
purchase price of $300,000 was paid in cash by GRN Funds, LLC. As a condition to the closing of the transaction, the Company’s
Directors Mr. Stephen Flechner and Mr. Ralph Shearing resigned, and Mr. Flechner resigned as Chief Executive Officer and President,
and Mr. Justin Costello was concurrently named Director of the Company, President and Chief Executive Officer. As a term and condition
of the transaction, Messrs. Flechner and Cutler agreed to satisfy Company accounting, professional and legal fees totaling approximately
$70,000.
NOTE 2. GOING CONCERN
Our financial statements are prepared using
accounting principles generally accepted in the United States of America applicable to a going concern, which 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, 2019, we reported a net loss of $125,164 and an accumulated deficit of $8,647,096 as of April
30, 2019. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do
not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern
is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately
in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be
successful in achieving these objectives.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The summary of significant
accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting
principles generally accepted in the United States of America and have been consistently applied. The Company has elected an April
30 year-end.
Use of Estimates
The preparation
of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash and Cash Equivalents
We maintain
cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
As of April 30, 2019 and 2018, we did not maintain any balance of cash equivalents.
Financial Instruments
The estimated fair values for financial instruments
were determined at discrete points in time based on relevant market information. These estimates involved uncertainties and could
not be determined with precision. The carrying amount of the our accounts payable and accruals, our accruals- related parties and
loans – related parties approximate their fair values because of the short-term maturities of these instruments.
Fair Value Measurements:
ASC Topic 820, Fair Value Measurements and
Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are
required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes
a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for
identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy
as follows:
Level 1 – Quoted prices are available
in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in
Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.
Level 2 – Pricing inputs are other than
quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types
of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with
models using highly observable inputs.
Level 3 – Significant inputs to pricing
that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with
inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine
the fair value of financial transmission rights.
Our financial instruments consist of accounts
payable and accruals and our accruals- related parties. The carrying amount of the out accounts payable and accruals, accruals-
related parties and loans – related parties 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.
Income Taxes:
The provision for income taxes is computed
using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating
losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that
apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation
allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Uncertain Tax Positions:
We evaluate tax positions in a two-step process.
We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical
merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine
the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that
is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized
tax benefits that are not expected to result in payment or receipt of cash within one year as long term liabilities in the financial
statements.
Revenue Recognition:
In May 2014, the Financial Accounting Standards
Board (the “FASB”)
issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts
with Customers
. Since that date, the FASB has issued additional ASUs providing further revenue recognition guidance (collectively,
“Topic 606”). Topic 606
clarifies the principles for recognizing revenues and costs related to obtaining and
fulfilling customer contracts, with the objective of improving financial reporting. The core principle of
Topic 606
is to
recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration the
Company expects to receive in exchange for those goods or services.
Topic 606
defines a five-step process to achieve this
core principle, and more judgment and estimates are required under
Topic 606
than were required under the prior generally
accepted accounting principles of
Topic 605, Revenue Recognition (“Topic 605”)
.
During the years ended April 30, 2019 and 2018,
we did not recognize any revenue.
Advertising Costs:
We expense
advertising costs when advertisements occur. No advertising costs were incurred during the year ended April 30, 2019 or 2018.
Stock Based Compensation:
The cost
of equity instruments issued to non-employees in return in accordance with ASC 505-50 “Equity-Based Payments to Non-Employees”
for goods and services is measured by the fair value of the goods or services received or the measurement date fair value of the
equity instruments issued, whichever is the more readily determinable. Measurement date for non-employees is the earlier of performance
commitment date or the completion of services. The cost of employee services received in exchange for equity instruments is based
on the grant date fair value of the equity instruments issued in accordance with ASC 718 “Compensation - Stock Compensation.”
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, 2019 and 2018.
Subsequent Events:
We have
evaluated all transactions from April 30, 2019 through the date these financial statements were issued for subsequent event disclosure
consideration. See
Note 10. Subsequent Events.
Recently Accounting Pronouncements:
We have
reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements
will have a material impact on our financial statements
.
NOTE 4. ACCOUNTS PAYABLE AND ACCRUALS
On April 23, 2018, we issued 3,100,000 shares
of our common stock valued at $4,650 to a creditor of ours in settlement of the balance of consulting fees due to him.
As of April 30, 2019 and 2018, $83,000 of the
accounts payable and accruals balance related to legal fees owed to a single creditor. Effective May 2, 2018, we entered into an
agreement with the creditor and the two shareholders controlling the majority of our outstanding shares of common stock pursuant
to which all parties agreed that in the event that the two controlling shareholders were to sell their shares, the outstanding
liability to the creditor will be satisfied in full out of the sales proceeds received by the two controlling shareholders. The
original term of the agreement expired at December 31, 2018. However, effective December 31, 2018 the term of the agreement was
extended to April 30, 2019, and effective April 30, 2019, the term of the agreement was further extended to August 31, 2019.
As further discussed in
Note 10. Subsequent
Events
below, effective June 25, 2019, the entire balance of accounts payable and accruals outstanding at April 30, 2019 was
satisfied in full out of the sales proceeds received by the two controlling shareholders on the sale of their shares to GRN Funds,
LLC.
NOTE 5. ACCRUALS - RELATED PARTIES
On April 13, 2018, we issued 139,000,000 shares
of our common stock valued at $180,700 in settlement of the substantial majority of accrued compensation to a current and a former
director and officer of the Company.
As of April 30, 2019 and 2018, a balance of
$77,218 and $7,453, respectively, represented accrued compensation due to a current officer and director, our current non-executive
director and a former director and officer of the Company who is now a greater than 10% shareholder in the Company.
As further discussed in
Note 10. Subsequent
Events
below, effective June 25, 2019, the entire balance of accruals – related parties outstanding at April 30, 2019
was satisfied in full out of the sales proceeds received by the two controlling shareholders on the sale of their shares to GRN
Funds, LLC.
NOTE 6. LOANS-
RELATED PARTIES
During
the year ended April 30, 2019, our two principal shareholders advanced to us a total of $7,697 as working capital to meet our operating
expenses. The loans were unsecured, interest free and due on demand.
As further discussed in
Note 10. Subsequent
Events
below, effective June 25, 2019, the entire balance of loans – related parties outstanding at April 30, 2019 was
satisfied in full out of the sales proceeds received by the two controlling shareholders on the sale of their shares to GRN Funds,
LLC.
NOTE 7. INCOME TAXES
We did not provide any current or deferred
US federal income tax provision or benefit for any of the periods presented in these financial statements because we have accumulated
substantial operating losses since inception. When it is more likely than not, that a tax asset cannot be realized through
future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation
allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined
that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward
periods.
The Company has not taken a tax position that,
if challenged, would have a material effect on the financial statements for the years ended April 30, 2019 and 2018 as defined
under ASC 740, "Accounting for Income Taxes." We did not recognize any adjustment to the liability for uncertain
tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.
The provision for income taxes differs from
the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences
for the periods presented are as follows:
|
|
Year ended April 30,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
Statutory U.S. Federal Income Tax Rate
|
|
|
21
|
%
|
|
|
21
|
%
|
State Income Taxes
|
|
|
5
|
%
|
|
|
5
|
%
|
Change in Valuation Allowance
|
|
|
(26
|
)%
|
|
|
(26
|
)%
|
|
|
|
|
|
|
|
|
|
Effective Income Tax Rate
|
|
|
0
|
%
|
|
|
0
|
%
|
A reconciliation of the income taxes computed
at the statutory rate is as follows:
|
|
Year ended April 30,
|
|
|
2019
|
|
2018
|
|
|
|
|
|
Tax credit (expense) at statutory rate (26%)
|
|
$
|
32,543
|
|
|
$
|
150
|
|
Increase in valuation allowance
|
|
|
(32,543
|
)
|
|
|
(150
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
The change in valuation allowance for the years
ended April 30, 2019 and 2018 was $32,393 and $150, respectively.
As of April 30, 2019, the Company had a federal
net operating loss carryforward of approximately $8,286,000. 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, 2018 and the further change of control as described in
Note 10. Subsequent Events
below.
NOTE 8. COMMITMENTS & CONTINGENCIES
Legal Proceedings
We were not subject to any legal proceedings
the years ended April 30, 2019 and 2018, and, to the best of our knowledge, no legal proceedings are pending or threatened.
Contractual
Obligations
We were not subject to any contractual obligations
during the years ended April 30, 2019 and 2018.
NOTE 9. SHAREHOLDERS’ DEFICIT
Preferred Stock
As of April 30, 2019, we were authorized to
issue 10,000,000 shares of preferred stock with a par value of $0.001.
No shares of preferred stock were issued and
outstanding during the years ended April 30, 2019 and 2018.
Common Stock
As of April 30, 2019, we were authorized to
issue 250,000,000 shares of common stock with a par value of $0.001.
Year
ended April 30, 2018
On April 13, 2018, we issued 139,000,000 shares
of our common stock valued at $180,700 to a current and former director and officer of ours in settlement of the substantial majority
of their accrued compensation.
On April 23, 2018, we issued 3,100,000 shares
of our common stock valued at $4,650 to a creditor of ours in settlement of the balance due to him.
As of April 30, 2018, 249,777,311 shares of
common stock were issued and outstanding.
Year
ended April 30, 2019
No
shares of common stock were issued during the year ended April 30, 2019.
As of April 30, 2019, 249,777,311 shares of
common stock were issued and outstanding.
Warrants
No warrants were issued or outstanding during
the years ended April 30, 2019 and 2018.
Stock Options
The Company has never adopted a stock option
plan and has never issued any stock options.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events after
April 30, 2019 through the date these financial statements were issued and has determined there have been no subsequent events
for which disclosure is required, other than as disclosed below.
On June 20, 2019, GRN Funds, LLC, a Washington
limited liability company, and its manager and Chief Executive Officer, Justin Costello, purchased a total of 139 million shares
of the Company’s common stock representing 55.65% of its issued and outstanding shares, in a private transaction with Stephen
Flechner and David Cutler. As a result of the closing of the transaction on June 25, 2019, GRN Funds, LLC and Mr. Costello acquired
a majority of the issued shares eligible to vote. The total purchase price of $300,000 was paid in cash 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 Company, President and Chief Executive Officer.
Effective June 25, 2019, all outstanding balances
of accounts payable and accruals, accruals-related parties and loan-related parties were satisfied in full out of the sales proceeds
received by the two controlling shareholders on the sale of their shares to GRN Funds, LLC.