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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 13,
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 12, 2026, Green Rain Energy Holdings, Inc. (the “Company”)
sent a communication to certain parties who may have been involved in legacy agreements under predecessor management, including holders
of purported legacy convertible notes, consultants, service providers, former officers/directors, and other counterparties to various
historical contracts (collectively, “Legacy Counterparties”).
The communication requested that each Legacy Counterparty promptly provide
supporting documentation regarding any legacy obligations, including but not limited to Business Directors Agreements, Employment Agreements,
Consulting and Services Agreements, convertible promissory notes, share purchase agreements, loan agreements, assignments of debt, and
related amendments or instruments. The Company informed recipients that submitted documentation will be reviewed by the Company’s
external auditors as part of the ongoing comprehensive validation of predecessor-era transactions.
The Company reiterated its position (consistent with prior disclosures)
that, based on its internal records and review to date, certain legacy convertible notes and related obligations are purported and may
not be officially documented, valid, binding, or enforceable. The communication instructed that the Company’s transfer agent has
been directed not to process any conversion requests related to these purported notes unless expressly authorized in writing by the Company’s
Chief Executive Officer and approved by the Board of Directors.
This action expands upon the Company’s prior communications and reviews
(including those disclosed in the Company’s Form 8-K filed March 4, 2026), particularly regarding legacy convertible notes issued
under predecessor management (who relinquished control on or about October 22, 2024). Current management continues to independently verify
supporting evidence of services performed, valuations, consideration exchanged, compliance with securities laws, and absence of prohibited
affiliate relationships, as required under fiduciary duties pursuant to the Wyoming Business Corporation Act and for accurate financial
statement preparation and audit compliance.
Failure to provide sufficient documentation may result in reevaluation
of enforceability, reclassification or adjustment of liabilities, impairment charges (e.g., under ASC 350 or ASC 360 for related assets),
or other accounting treatments. Pending validation, such obligations and related assets (including those from the 2019 Medican Enterprises
Inc. acquisition) continue to be reflected on an interim basis and remain subject to potential adjustment.
The Company believes this matter is material to security holders because
disputed or unauthorized conversions could impact the capital structure, cause unintended dilution, or lead to disputes over reported
financial obligations.
This disclosure is furnished pursuant to Item 8.01 of Form 8-K (Other Events).
The information in this Item 8.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Request for Supporting Documentation – Legacy Agreements & Convertible Note Validation Review (general form sent to Legacy Counterparties on or about March 12, 2026)
|
| |
|
|
| 99.2 |
|
Request for Supporting Documentation – Legacy Consulting Agreements — Predecessor Management Review (form sent to certain consultants/service providers on or about March 12, 2026)
|
| |
|
|
| 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 13, 2026 |
|
|
Exhibit 99.1
GREEN RAIN ENERGY HOLDINGS
(A Wyoming Corporation)
Date: ___________________
Recipient Name: _________________________
Address: _______________________________
REQUEST FOR SUPPORTING DOCUMENTATION
LEGACY AGREEMENT & CONVERTIBLE NOTE VALIDATION REVIEW
(Pursuant to Wyoming Corporate Governance & Audit Review Requirements)
Dear __________________________,
Green Rain Energy Holdings Inc., (the “Company”), a Wyoming
corporation, is conducting a comprehensive review of legacy agreements, contractual obligations, and convertible note transactions entered
into under predecessor management.
This review is being undertaken in connection with the Company’s
annual audit process, fiduciary obligations under the Wyoming Business Corporation Act, and ongoing financial statement validation.
Current management assumed control of the Company in October 22nd, 2024
and was not involved in negotiating or approving certain historical agreements.
Accordingly, the Company is required to independently
verify supporting documentation associated with all legacy obligations.
| 1. | Agreements Subject to Review |
This request applies to any of the following agreements in which you were
a party, beneficiary, consultant, officer, director, or assignee:
| • | Business Directors Agreement |
| • | Officer and Director’s Agreement |
| • | Business Consulting Agreement |
| • | Consulting and Services Agreement |
| • | Share Purchase Agreement |
| • | Assignment of Debt Agreement |
| • | Any related amendment, addendum, or extension |
2. Required Proof of Services or Performance
All business or service contracts must be supported by objective evidence,
including but not limited to:
| • | Written deliverables (reports, presentations, code, designs, outreach lists, analyses, etc.); |
| • | Emails or correspondence demonstrating work performed; |
| • | Invoices or monthly activity summaries; |
| • | Completion certificate or management attestation; |
| • | Board or management acknowledgment of completion; |
| • | Consultant representation letter; |
| • | Non-affiliate representation (if applicable); |
| • | Rule 144 analysis (where convertible securities were issued); |
| • | Documentation of subsequent conversions (if applicable); |
| • | Management certification confirming service completion. |
3. Additional Documentation Required
(Convertible Note Funded Agreements)
Because certain agreements may have been compensated via convertible promissory
notes or equity-linked instruments, please also provide:
| • | Executed copies of the convertible notes; |
| • | Proof of consideration exchanged; |
| • | Fair value analysis supporting note issuance; |
| • | Interest accrual calculations; |
| • | Conversion notices and conversion calculations; |
| • | Share issuance records or transfer agent confirmations; |
| • | Beneficial ownership representations; |
| • | Evidence of compliance with securities law exemptions; |
| • | Proof that services were completed prior to conversion (if applicable); |
| • | Documentation supporting valuation of services rendered; |
| • | Any third-party appraisals or fairness opinions; |
| • | Tax reporting related to the transaction (1099s, corporate returns, etc.); |
| • | Evidence that no prohibited affiliate or control relationship existed at time of issuance (if applicable). |
4. Corporate Governance & Wyoming Law Notice
This request is made pursuant to the fiduciary duties of the Board of Directors
and management under the Wyoming Business Corporation Act, which requires the Company to maintain accurate corporate records and to ensure
the legitimacy, valuation, and enforceability of historical obligations reflected in its financial statements.
Failure to provide sufficient documentation may result in:
| • | reevaluation of contractual enforceability; |
| • | reassessment of accounting treatment; |
| • | potential reclassification or adjustment of liabilities. |
5. Management Reliance Statement
Current management does not make any representation regarding the validity,
completion, or valuation of predecessor-era contracts pending receipt and review of supporting documentation.
6. Submission Deadline
Please provide all requested materials no later than:
____________________
Documents may be submitted electronically to:
7. Reservation of Rights
The Company expressly reserves all rights under applicable law, including
rights related to contract validation, accounting treatment, enforceability, and corporate governance actions.
Sincerely,
GREEN RAIN ENERGY HOLDINGS INC.
Authorized Officer
Green Rain Energy Holdings Inc.
Exhibit 99.2
(Add Letter Head)
GREEN RAIN ENERGY HOLDINGS INC.
REQUEST FOR SUPPORTING DOCUMENTATION
LEGACY CONSULTING AGREEMENTS — PREDECESSOR MANAGEMENT REVIEW
Date: ____________________
To: [Consultant Name / Entity]
Address: ___________________________
Re: Request for Documentation Supporting Prior Business Consultant
/ Consulting and Services Agreements
Dear [Consultant Name],
Green Rain Energy Holdings Inc., (the “Company”) is currently
conducting an internal audit and financial review in connection with a change in management and the merger of a new business into the
Company.
As part of this transition, current management is undertaking a comprehensive
review of legacy agreements entered into by predecessor management, including Business Consultant Agreements and Consulting and Services
Agreements that may have been compensated through Convertible Promissory Notes or other equity-linked instruments.
The purpose of this review is to validate historical corporate records,
confirm service completion, and ensure compliance with applicable accounting standards (GAAP), securities regulations, and audit requirements.
Current management was not involved in the negotiation or supervision
of these legacy agreements and therefore must independently verify the underlying performance and documentation associated with such contracts.
Interim Accounting & Disclosure Treatment
Please be advised that, pending completion of the Company’s validation
review, certain legacy consulting agreements and related convertible debt instruments issued under predecessor management may continue
to be reflected in the Company’s financial statements and disclosures on an interim and conditional basis.
Such interim treatment does not constitute acknowledgment, confirmation,
or acceptance by current management regarding the validity, enforceability, or completeness of any legacy agreement or related obligation.
The purpose of this documentation request is to assist the Company
in determining whether such obligations should be:
| • | confirmed and maintained as recorded, |
| • | modified or reclassified, |
| • | settled or renegotiated, or |
| • | adjusted or removed based on supporting evidence. |
Accordingly, we respectfully request the following information.
1. Evidence of Services Performed
Please provide all available documentation demonstrating services rendered
under your agreement, including but not limited to:
| • | Written deliverables (reports, presentations, designs, code, marketing materials, outreach lists, or similar work product) |
| • | Emails or correspondence showing work performed |
| • | Invoices, billing statements, or monthly summaries |
| • | Activity reports or milestone updates |
| • | Completion certificates or written confirmations |
| • | Any correspondence acknowledging acceptance or completion by prior management |
2. Consultant Representations
Please provide:
| • | A Consultant Representation Letter confirming that services were performed in accordance with the agreement |
| • | Non-affiliate representation (if applicable) |
| • | Confirmation of independent contractor status at the time services were rendered |
3. Convertible Note / Compensation Documentation
Where compensation involved a Convertible Promissory Note or equity-linked
instrument, please provide:
| • | Executed copies of notes and amendments |
| • | Documentation supporting valuation of services at time of issuance |
| • | Description of how compensation terms were determined |
| • | Evidence linking the compensation instrument to completed services |
4. Conversion and Securities Documentation (If Applicable)
If any conversion or share issuance occurred, please provide:
| • | Conversion calculation schedules |
| • | Transfer agent correspondence or confirmations |
| • | Rule 144 analysis or legal opinion (if available) |
| • | Documentation related to any subsequent sale or transfer of shares issued |
5. Additional Validation Information Required for Audit Review
To assist in validating predecessor-era contracts, please provide:
| • | Timeline of services performed and completion dates |
| • | Identification of individuals who directed or approved the work under prior management |
| • | Description of measurable outcomes or deliverables achieved |
| • | Confirmation that no undisclosed side agreements existed |
| • | Corporate registration or tax documentation (W-9 or equivalent) |
| • | Beneficial ownership disclosure, if securities were issued as compensation |
| • | Disclosure of any relationship with former officers, directors, or affiliates of the Company |
6. Management Certification
Following review, the Company may request acknowledgment confirming
service completion and authenticity of submitted records for audit support purposes.
Important Notice
This request is part of a post-transition corporate review and should
not be interpreted as a challenge to the validity of any agreement or compensation previously issued. Rather, the Company is seeking to
properly document historical transactions for financial reporting and audit compliance.
Submission Deadline
Please submit all requested documentation no later than:
[Insert Date]
Email submissions may be sent to:
[Company Contact Information]
The Company appreciates your cooperation and assistance in completing
this legacy review process.
Sincerely,
GREEN RAIN ENERGY HOLDINGS INC.
Authorized Officer
Title: ___________________________
Email: ___________________________
