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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): December 18,
2025
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 4.01 – Changes in Registrant’s Certifying Accountant
On December 18, 2025, Green Rain Energy Holdings,
Inc. (the “Company”) engaged Barton CPA PLLC, a PCAOB-registered public accounting firm, to serve as the Company’s independent
registered public accounting firm.
Barton CPA PLLC has been engaged to audit the
Company’s balance sheets as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ equity,
and cash flows for the years then ended, as well as the opening balance sheet as of December 31, 2023. The audit is intended to support
the Company’s ongoing and anticipated filings with the Securities and Exchange Commission, including filings under Regulation A
and other potential registration statements.
The decision to engage Barton CPA PLLC was approved
by the Company’s Board of Directors. There were no disagreements with any prior accountants on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure during the Company’s two most recent fiscal years or
any subsequent interim period.
Barton CPA PLLC has confirmed that it is independent
of the Company in accordance with the applicable rules and regulations of the SEC and the Public Company Accounting Oversight Board.
Item 9.01. Financial
Statements and Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
PCAOB Audit Engagement Letter with Barton CPA PLLC dated December 18, 2025 |
| 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 |
| |
|
|
| |
|
|
December 23, 2025 |
By: | /s/ Alfredo Papadakis |
| |
|
Alfredo Papadakis |
| |
|
President & Chairman of the Board |
