NOTES TO FINANCIAL STATEMENTS
JULY 31, 2019
(UNAUDITED)
NOTE 1: DESCRIPTION OF BUSINESS
GRN Holding Corporation (formerly Discovery Gold Corporation), a Nevada corporation, (“GRN,” “the Company,” “We," "Us" or “Our’) is a publicly-quoted shell company seeking to create value for its shareholders by seeking out acquisitions, mergers and business combinations.
On June 20, 2019, GRN Funds, LLC, a Washington limited liability company, and its manager and Chief Executive Officer, Justin Costello, purchased a total of 139 million shares of the Company’s common stock representing 55.65% of its issued and outstanding shares, in a private transaction with Stephen Flechner and David Cutler. As a result of the closing of the transaction on June 25, 2019, GRN Funds, LLC and Mr. Costello acquired a majority of the issued shares eligible to vote. As a condition to the closing of the transaction, the Company’s Directors Mr. Stephen Flechner and Mr. Ralph Shearing resigned, and Mr. Flechner resigned as Chief Executive Officer and President, and Mr. Justin Costello was concurrently named Director of the Company, President and Chief Executive Officer. As a term and condition of the transaction, Messrs. Flechner and Cutler agreed to satisfy Company outstanding liabilities totaling $111,579 and forgive outstanding liabilities of $86,147.
On July 16, 2019, the Board of Directors met and unanimously approved a resolution recommending an amendment to the Company’s articles of incorporation to change the name of the Company to GRN Holding Corporation, and to file a Corporate Action Notification Form with FINRA to formally change the Company’s name and trading symbol. The Board of Directors thereafter called for and convened a special meeting of the stockholders. On July 16, 2019, stockholders beneficially owning a majority of the shares eligible to vote consented to the amendment of the Company’s articles of incorporation to change its name to GRN Holding Corporation and authorized the filing of a Corporate Action Notification Form with FINRA to formally change the Company’s name and trading symbol.
On August 19, 2019, the Company filed a formal amendment to its articles of incorporation with the Nevada Secretary of State formally changing its name to GRN Holding Corporation.
The Company filed its application to FINRA for a name and symbol change and will advise the Commission and the public for an expected market effective date for these changes when known.
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. For the three months ended July 31, 2019, we reported an operating loss of $26,778, and had an accumulated deficit of $8,641,493 as of July 31, 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.
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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America (“US GAAP”) and have been consistently applied. The Company has elected an April 30 year-end.
Interim Financial Statements
The accompanying unaudited interim condensed financial statements have been prepared in accordance with US GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2019 and for the related periods presented. The results for the three months ended July 31, 2019 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended April 30, 2019 included in the Form 10K, filed with the Securities and Exchange Commission on August 14, 2019.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of July 31, 2019 and April 30, 2019, our cash balance was $0.
Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.
Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.
Our financial instruments consist of bank overdraft, accounts payable, accrued expenses - related parties and loans – related parties. The carrying amount of our bank overdraft, accounts payable, accrued expenses- related parties and loans payable – related party approximates their fair values because of the short-term maturities of these instruments
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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 5, 6 and 7 below for details of related party transactions in the period presented.
Income Taxes
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
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 three-month periods ended July 31, 2019 and 2018.
Recently-Issued Accounting Pronouncements
We have reviewed all the recently-issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
NOTE 4. ACCOUNTS PAYABLE
As of July 31, 2019 and April 30, 2019, our balance of accounts payable was $7,457 and $129,360, respectively.
Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to satisfy outstanding accounts payable totaling $101,579 by way of capital contributions to the Company. These capital contributions have been recognized in additional 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. According we recognized a gain of $32,381 on the settlement of these liabilities as other income.
NOTE 5. ACCRUALS - RELATED PARTIES
As of July 31, 2019 and April 30, 2019, our balance of accrual – related parties was $0 and $77,218, respectively.
Effective June 25, 2019, as a condition of the change of control in the Company described above, our former principal shareholders agreed to settle the entire outstanding balance of accruals – related parties by payment of $10,000 by way of capital contributions to the Company and forgiveness of accruals- related parties of $77,218. Both the capital contribution of $10,000 and the forgiveness of accruals-related parties of $77,218 have been recognized in additional paid in capital.
NOTE 6. LOANS- RELATED PARTIES
As of July 31, 2019 and April 30, 2019, our balance of loans – related parties was $3,500 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
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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 loan -related parties has been recognized in additional paid in capital.
During the period from June 26, 2019 to July 31, 2019, our new principal shareholder, GRN Funds, LLC, advanced $3,500 to us by way of loan to fund our working capital requirements. The loan was unsecured, interest free and due on demand.
NOTE 7. SHAREHOLDERS’ DEFICIT
Preferred Stock
As of July 31, 2019 and April 30, 2019, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001.
As of July 31, 2019 and April 30, 2019, no shares of preferred stock were issued and outstanding.
Common Stock
As of July 31, 2019 and April 30, 2019, we were authorized to issue 250,000,000 shares of common stock with a par value of $0.001.
No shares of common stock were issued during the three-month periods ended July 31, 2019 and 2018.
As of July 31, 2019 and April 30, 2019, 249,777,311 shares of common stock were issued and outstanding.
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 totaling approximately $101,579 and accruals- related party of $10,000 by way of capital contributions to the Company. These capital contributions totaling $111,579 have been recognized in additional paid in capital.
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 8. SUBSEQUENT EVENTS
The Company evaluated subsequent events after July 31, 2019, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required other than as discussed below:
Subsequent to July 31, 2019, our principal shareholder, GRN Funds LLC, has provided a further $8,895 to us by way of loan to fund our operating expenses.
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ITEM 2.