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): May 14, 2024

GREEN STREAM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Wyoming

000-53279

20-1144153

(State or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S. Employer

Identification Number)

201 East 5th Street

Sheridan, WY 82801

(Address of principal executive offices)

(310) 228-8897

(Registrant’s telephone number, including area code)

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 2459.244a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 2459.244d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 2459.243e-4c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.001 par value

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 2.01 Completion of Acquisition or Disposition of Assets.

A COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) was made by and between the buyer being VGTL, Inc. (hereinafter referred to as “Buyer”), and the Registrant as the seller (hereinafter referred to as “Seller”). Seller is the holder of all of the issued and outstanding shares (the “Shares”) of common stock of Green Rain Solar INC Wyoming corporation (the “Company”) and a wholly-owned subsidiary of the Seller and Seller agreed to sell to the Buyer the Shares. Seller sold to Buyer and Buyer agreed to purchase the Shares in consideration for the assumption of certain liabilities. The liabilities were: Accounts Payable $400 thousand. The parties just confirmed and finalized matters relating to the transaction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits, attached.

10.1	Common Stock Purchase Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GREEN STREAM HOLDINGS INC.

Date: May 14, 2024	By:	/s/ James C. DiPrima
	Name:	James C. DiPrima
	Title:	Chief Executive Officer

Green Stream Holdings Inc. 8-K