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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 4,
2026
Green
Rain Energy Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Wyoming |
000-28379 |
88-0395372 |
| (State or other jurisdiction |
(Commission |
(IRS Employer |
| of incorporation) |
File Number) |
Identification No.) |
| 8549
Wilshire Blvd. Suite 1216 |
|
| Beverly
Hills, California |
90211 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (310) 228-8897
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
| |
|
|
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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.
Item 8.01 Other Events.
On March 4, 2026, Green Rain Energy Holdings,
Inc. (the “Company”) advised certain parties, including the Company’s transfer agent, regarding its position with respect
to a purported convertible promissory note referred to as the “Medican Note” associated with Medican Enterprises Inc. or related
parties. Supporting documents were provided with the communication, outlining the Company’s intent to classify the referenced note
as purported and not a binding obligation
The communication states that it is the Company’s
position the Medican Note is purported and not officially documented or recognized as a valid obligation by the Company based on its internal
records. The communication directs such parties, , to block any conversion requests and not to allow or process any conversions of the
Medican Note unless expressly authorized in writing by the Company’s CEO and the Board of Directors.
The Company considers this matter material to
its security holders since unauthorized conversions, could potentially affect the Company’s capital structure, result in unintended
dilution, or create disputes regarding the Company’s financial obligations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
PREDECESSOR MANAGEMENT TRANSACTION DISCLOSURE MEDICAN ENTERPRISES INC. ACQUISITION |
| |
|
|
| 99.2 |
|
LEGACY ACQUISITION IMPAIRMENT REVIEW RESOLUTION (MEDICAN ENTERPRISES — 2019 ACQUISITION) |
| |
|
|
| 99.3 |
|
LEGACY PURCHASE & SALE REVIEW — MEDICAN ENTERPRISES INC. (WYOMING LAW COMPLIANT) |
| |
|
|
99.4
|
|
LEGACY ACQUISITION VALIDATION RESOLUTION UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS GREEN RAIN ENERGY HOLDINGS INC. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
GREEN RAIN ENERGY HOLDINGS INC.
A Wyoming Corporation |
| |
|
|
| |
|
|
|
By: | /s/ Alfredo Papadakis |
| |
|
Alfredo Papadakis |
| |
|
President & Chief Executive Officer |
| Date: March 4, 2026 |
|
|
Exhibit 99.1
PREDECESSOR MANAGEMENT TRANSACTION DISCLOSURE
MEDICAN ENTERPRISES INC. ACQUISITION
The Company entered into a Purchase and Sale Agreement
dated January 26, 2019, under predecessor management, pursuant to which the Company acquired certain assets associated with Medican Enterprises
Inc.
Consideration for the transaction included the
issuance of a Convertible Promissory Note in the principal amount of $20,000,000 bearing interest at eight percent (8%) per annum. Assets
acquired under the agreement included, among other things, intellectual property, website-related assets, minority equity interests in
private entities, and certain real property interests.
Current management assumed control of the Company
in October 22nd, 2024 and was not involved in the negotiation, valuation, or approval of the transaction. In accordance with its fiduciary
obligations under applicable Wyoming corporate law and in connection with ongoing audit procedures, management has initiated a comprehensive
review of:
| · | valuation methodologies supporting the original transaction; |
| · | assets acquired compared to consideration issued; |
| · | legal ownership and transfer documentation; |
| · | accounting classification and treatment of the Convertible Promissory Note. |
Pending completion of the validation and impairment
review, acquisition-related assets and liabilities continue to be reflected on an interim basis for financial reporting purposes. Carrying
values remain subject to adjustment based upon audit findings and management’s ongoing review.
GREEN RAIN ENERGY HOLDINGS INC.
/s/ Alfredo Papadakis
Alfredo Papadakis
CEO
Exhibit 99.2
LEGACY ACQUISITION IMPAIRMENT REVIEW RESOLUTION
(MEDICAN ENTERPRISES — 2019 ACQUISITION)
ADDITIONAL RECITAL
WHEREAS, the acquisition of Medican Enterprises Inc. was financed primarily through issuance of a $20,000,000 Convertible Promissory Note
bearing interest at eight percent (8%) per annum, and the Board desires to ensure that the carrying values of acquired assets and related
liabilities remain supportable, recoverable, and consistent with applicable accounting standards.
ADDITIONAL RESOLUTION
LANGUAGE
NOW, THEREFORE, BE IT RESOLVED THAT management
shall undertake a review to assess, among other things, whether:
| 1. | The valuations assigned to intellectual property, equity interests, real property, and other acquired assets reasonably support the consideration
reflected by the $20,000,000 Convertible Promissory Note; |
| | | |
| 2. | Any acquired assets lack sufficient supporting documentation or measurable fair value; |
| | | |
| 3. | Impairment charges or valuation adjustments are required pursuant to applicable accounting standards, including but not limited to
ASC 350 (Intangibles — Goodwill and Other) and ASC 360 (Property, Plant, and Equipment); |
| | | |
| 4. | The acquired assets collectively support the current carrying value relative to the related convertible note obligation; |
| | | |
| 5. | Goodwill, intangible assets, or other long-lived assets require impairment testing or write-down; |
| | | |
| 6. | The classification and accounting treatment of the Convertible Promissory Note remain appropriate under applicable U.S. GAAP. |
IN WITNESS WHEREOF, the undersigned directors have executed
this Unanimous Written Resolution effective as of the date first written above.
GREEN RAIN ENERGY HOLDINGS INC.
/s/ Alfredo
Papadakis March
4th, 2026
Alfredo Papadakis
Director
Exhibit 99.3
DOCUMENT REQUEST LETTER
LEGACY PURCHASE & SALE REVIEW — MEDICAN ENTERPRISES INC.
(WYOMING LAW COMPLIANT)
GREEN RAIN ENERGY HOLDINGS INC.
Date: ___________________
To: Xavier Mitchell
Medican Enterprises Inc.
RE: REQUEST FOR SUPPORTING DOCUMENTATION
LEGACY PURCHASE & SALE AGREEMENT REVIEW
(Pursuant to Wyoming Business Corporation Act & Audit Review)
Dear Mr. Mitchell,
Green Rain Energy Holdings Inc., (the “Company”), a Wyoming
corporation, is conducting a comprehensive review of legacy transactions entered into under predecessor management in connection with
the Company’s ongoing audit and financial reporting obligations.
This review includes the Purchase and Sale Agreement dated January
26, 2019, entered into between:
| · | Medican Enterprises Inc.; |
| · | Green Rain Energy Holdings Inc., (the “Company”); and |
| · | Eagle Oil Holding Company Inc. (now Green Stream Holdings Inc.). |
Current management assumed control in October 22nd, 2024 and was not
involved in negotiating or approving this transaction.
A. Origin of Convertible Note
Records indicate that, pursuant to the January 26, 2019 Purchase and
Sale Agreement, the Company issued a Convertible Promissory Note in the principal amount of $20,000,000 bearing interest at 8% per
annum as consideration for the transfer of assets.
The Company’s records reflect that consideration included ownership
or equity interests in the following:
| · | Ownership of the book “Living The Hemp Life: An Argumentative Story About Marijuana” (ISBN 978-0-692-72998-4; published
July 19, 2016); |
| · | Website known as “Cannabud”; |
| · | 25% membership interest — Biodynamic Hemp LLC; |
| · | 12% non-dilutable equity — RBA Pharma Inc.; |
| · | 5% non-dilutable equity — Axilogy Consulting Corporation; |
| · | 20% non-dilutable membership — Medmorized LLC; |
| · | 20% non-dilutable equity — CBDVITAPETZ Inc.; |
| · | 3% non-dilutable equity — VitaCig Latino Inc.; |
| · | 25% non-dilutive equity — Vintage Scripts Pharmacy; |
| · | 2% non-dilutive equity and 15% dilutive equity — Jamaican Earth Therapeutics Limited; |
| · | 60% ownership interest in approximately 60 acres of farmland located at
68811 Co Rd 384, South Haven, Michigan 49090
Parcel No. 80-09-019-017-00; |
| · | 10% non-dilutive equity — Green Gold Acquisitions Inc. |
B. Documentation Requested (Valuation Support)
Please provide documentation supporting:
Valuation Methodology
| · | Income approach (DCF) |
| · | Market comparables |
| · | Asset-based valuation |
Financial & Legal Support
| · | Financial statements |
| · | Federal and state tax returns |
| · | Schedule K-1s |
| · | Depreciation schedules |
| · | NOL carryforwards |
| · | IP registrations |
| · | Deeds & land ownership records |
| · | Equity certificates or membership documents |
| · | Proof of ownership transfer |
| · | Asset appraisal reports |
| · | Board approvals or transaction authorizations |
Convertible Note Documentation
| · | Executed note and amendments |
| · | Interest accrual schedules |
| · | Conversion terms |
| · | Subsequent conversion documents |
| · | Fair value calculations at issuance |
C. Wyoming Corporate Law Notice
This request is made pursuant to the Board’s fiduciary obligations
under the Wyoming Business Corporation Act, including duties to:
| · | maintain accurate corporate records; |
| · | ensure fair valuation of corporate assets; |
| · | support financial statement integrity. |
D. Interim Accounting Position
Pending validation, the acquisition and convertible note may continue
to be reflected in Company financial statements on an interim basis. Such recognition does not constitute acknowledgment of valuation
accuracy or enforceability by current management.
Please provide documentation no later than: March 13, 2026
Sincerely,
GREEN RAIN ENERGY HOLDINGS INC.
/s/ Alfredo Nicholas Papadakis
Alfredo Nicholas Papadakis
CEO
Exhibit 99.4
LEGACY ACQUISITION VALIDATION RESOLUTION
UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF
DIRECTORS
GREEN RAIN ENERGY HOLDINGS INC.
DATED: March 4th, 2026
RECITALS
WHEREAS, predecessor management issued a $20,000,000
Convertible Promissory Note bearing interest at eight percent (8%) per annum in connection with the 2019 acquisition of Medican Enterprises
Inc.;
WHEREAS, current management assumed control of
the Company in November 2024 and did not participate in negotiating, valuing, or approving such instrument or the related acquisition;
WHEREAS, the Board has determined that supporting
valuation documentation and transaction records may be incomplete or unavailable;
WHEREAS, the 2019 Purchase and Sale Agreement provided
for the issuance of the Convertible Note in exchange for various assets, including intellectual property, equity interests, real property
interests, and other assets identified within the transaction documentation;
WHEREAS, the Board desires to ensure proper verification
of ownership, valuation, and legal enforceability of such assets consistent with its fiduciary obligations under the laws of the State
of Wyoming.
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED THAT:
1. Authorization of Fair Value Reevaluation
Management is hereby authorized and directed to conduct a fair value
reevaluation of the Convertible Promissory Note and related acquisition consideration.
2. Engagement of Independent Specialists
Management may retain independent valuation professionals, accountants,
legal counsel, or other qualified advisors as deemed necessary to assist with such reevaluation.
3. Scope of Reevaluation
The reevaluation shall include, without limitation:
| · | fair value as of the original issuance date (2019); |
| · | fair value as of the management transition period (November 2024); |
| · | current fair value assessment for financial reporting purposes. |
4. Potential Accounting Adjustments
The Board acknowledges that the reevaluation process may result in
adjustments to accounting treatment, carrying values, or financial statement presentation, as required under applicable accounting standards.
5. Asset Validation Review
Management is further authorized and directed to validate:
| · | the existence and ownership of all assets acquired pursuant to the Purchase and Sale Agreement; |
| · | the valuation assigned to each such asset; |
| · | documentation evidencing legal transfer and ownership rights. |
6. Corporate Records
This resolution shall be inserted into the official minute book of
the Company and maintained as part of its permanent corporate records.
IN WITNESS WHEREOF, the undersigned directors have executed
this Unanimous Written Resolution effective as of the date first written above.
GREEN RAIN ENERGY HOLDINGS INC.
/s/ Alfredo Papadakis
Alfredo Papadakis
Director
