Green Stream Holdings Inc (CE) (GSFI) 銘柄情報

Well, I have a few broker accounts and there is one I had zillions that I haven’t opened. To my surprise I thought I got rid off but I really didn’t and found a few old otc holdings of scams and shells in it. GSFI is one of them. A lottery ticket perhaps? Free shares tho

When Cammarata became ill and died so did the company. She had the vision and connections current management lacks.

Possibly, it seems by VGTL. But what does VGTL actually do now? Nothing. I don't see a reason to want to buy this.

So you agree that despite of too many shares for your liking, this is getting acquired, right?

Going Alt Reporting in November. Way too many shares OS for my liking.

WOW!!! Is this shell being acquired? This 8K is weird. How the common shares be sold and the shareholders not be told about it. Where is the money? Is this an acquisition or merger?

Don't get it. Why would there be an 8k on this that was already sent in March of this year.

https://report.cacompanyregistry.com/filing_no/194040034096139068232222224213237193046148090154

Form 8-K - Current report

Source: Edgar (US Regulatory)

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

 

 

 

Exhibit 10.1

 

COMMON STOCK PURCHASE AGREEMENT

 

Private and Confidential

 

THIS COMMON STOCK PURCHASE AGREEMENT, (the “Agreement”) made as of the last executed date below (the “Effective Date”), by and between the buyer set forth on the signature page hereof (hereinafter referred to as “Buyer”), and the seller set forth on the signature page hereof (hereinafter referred to as “Seller”) (Buyer and Seller each a “Party” and collectively the “Parties”).

 

W I T N E S S E T H:

 

WHEREAS, Seller is the holder of all of the issued and outstanding shares (the “Shares”) of common stock green rain solar inc, a Wyoming corporation (the “Company”)and a wholly-owned subsidiary of the Seller and Seller hereby agrees to sell to the Buyer the Shares pursuant to the terms and conditions set forth herein; and

 

WHEREAS, Buyer is desirous of purchasing Seller’s Shares and the Seller is agreeable to sell the Shares to the Buyer pursuant to and in accordance with the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, and subject to the terms and conditions hereof, the Parties agree as follows:

 

1. Agreement to Purchase and Sell; Closing. Seller will sell to Buyer and Buyer agrees to purchase the Shares in consideration for the assumption of the liabilities set forth in Section A hereto (the “Assumed Liabilities”). For purposes of this Agreement, the Closing shall occur upon the Effective Date.

 

2. Payment Terms. At the Closing, the Seller shall deliver the certificate(s) representing the Shares along with fully executed and medallion guaranteed or notarized stock powers and such other documentation as may be necessary to completely effectuate the transfer of the Shares to the Buyer pursuant to this Agreement. In Consideration for the transferrable delay of the shares, the Buyer shall assume the Assumed Liabilities of the Seller.

 

3. Representations and Warranties of Seller. Seller hereby represents and warrants to Buyer that the statements in the following paragraphs of this Section 3 are all true and complete as of the date hereof, and shall be true and correct as of the Closing:

 

a) Title to Stock. The Seller is the sole record and beneficial owner of the Shares and has good, valid and marketable title to all of the Shares, free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances and shall not, until the transactions contemplated by this Agreement are closed, or this Agreement is terminated, 1

 

b) sell, hypothecate, encumber, transfer or otherwise dispose of the Shares. The Seller has sole managerial and dispositive authority with respect to the Shares and has not granted any person a proxy or option to buy the Shares that has not expired or been validly withdrawn. The Shares were the payment of the Purchase Price and delivery of the certificates representing the Shares will vest in Buyer the legal and valid title to the Shares, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”) (other than Encumbrances created by Buyer and restrictions on the resale of the Shares under applicable securities laws).

 

c) Transfer of Shares. Seller acknowledges that he has all right, title and interest to the shares but did not undertake the ministerial task of having the certificates reprinted in his name prior to the sale of the shares contemplated in this Agreement.

 

d) Full Power and Authority. Seller has the legal capacity to own the Shares owned or purported to be owned by Seller. The execution and delivery by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby has been duly and validly authorized by all necessary action of Seller. Seller has the legal capacity to enter into this Agreement and to consummate the transactions contemplated hereby and Seller has duly executed and delivered this Agreement. This Agreement is a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and other laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

 

1

 

 

4. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Seller that the statements in the following paragraphs of this Section 4 are all true and complete as of the date hereof:

 

a) Exempt Transaction. Buyer understands that the sale of the Shares is intended to be exempt from registration under the Securities Act and exempt from registration or qualification under any state law.

 

b) Full Power and Authority. Buyer has the legal capacity to purchase the Shares. The execution and delivery by Buyer of this Agreement and the consummation by Buyer of the transactions contemplated hereby has been duly and validly authorized by all necessary action of Buyer. Buyer has the legal capacity to enter into this Agreement and to consummate the transactions contemplated hereby and Buyer has duly executed and delivered this Agreement. This Agreement is a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and other laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

 

c) Status. Buyer is experienced, sophisticated and knowledgeable in the trading in securities of private and public companies and understand the disadvantage to which Buyer is subject on account of the disparity of information as between Seller and Buyer. Buyer understands that Seller is relying on these representations in engaging in this transaction and would not engage in the transaction in the absence of these representations.

 

5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming without giving effect to any other choice or conflict of law provision that would cause the application of the laws of any other jurisdiction other than the State of Wyoming.

 

6. Termination. The Parties may not, except for a material breach or failure of a condition or requirement, terminate this Agreement.

 

7. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties.

 

8. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. A telefaxed or electronic copy of this Agreement shall be deemed an original.

 

9. Headings. The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.

 

10. Costs, Expenses. Each Party hereto shall bear its own costs in connection with the preparation, execution and delivery of this Agreement.

 

11. Modifications and Waivers. No change, modification or waiver of any provision of this Agreement shall be valid or binding unless it is in writing, dated subsequent to the Effective Date of this Agreement, and signed by all Parties. No waiver of any breach, term, condition or remedy of this Agreement by any Party shall constitute a subsequent waiver of any other breach, term, condition or remedy. All remedies, either under this Agreement, by law, or otherwise afforded the Parties shall be cumulative and not alternative.

 

12. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.

 

13. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.

 

14. Further Assurances. From and after the date of this Agreement, upon the request of any Party, the Parties shall execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.

 

15. Term. This Agreement is effective from the Effective Date hereof, and shall remain in effect until all the rights and obligations of the Parties hereto have been fully performed.

 

16. No Oral Representations. No oral or written representations have been made other than or in addition to those stated in this Agreement as of the date of Closing. The Parties are not relying on any oral statements made by any other Party, their representatives or affiliates regarding this Agreement.

 

[signature page to follow.]

 

2

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date last written below.

 

SELLER:

   

GREEN STREAM HOLDINGS, INC.

   

By:

   

James DiPrima

 

Date:

5/14/24

 

 

BUYER:

   

VGTL, Inc.

    

By:

     

Name:

Alfredo Papadakis

 

Title:

Chief Executive Officer

 

Date:

5/14/24

 

 

3

 

 

 

SCHEDULE A

 

ASSUMED LIABILITIES

 

Accounts Payable $400,000

 

4

Document And Entity Information

May 14, 2024

Document Information Line Items Entity Registrant NameGREEN STREAM HOLDINGS, INC.Document Type8-KAmendment FlagfalseEntity Central Index Key0001437476Document Period End DateMay 14, 2024Entity Emerging Growth CompanyfalseEntity Incorporation, State or Country CodeWYEntity File Number000-53279Entity Tax Identification Number20-1144153Entity Address, Address Line One201 East 5th StreetEntity Address, City or TownSheridanEntity Address, State or ProvinceWYEntity Address, Postal Zip Code82801City Area Code(310)Local Phone Number228-8897Written CommunicationsfalseSoliciting MaterialfalsePre-commencement Tender OfferfalsePre-commencement Issuer Tender OfferfalseTitle of 12(b) SecurityNone

Does anyone have that post by GSFI saying that VGTL paid GSFI for shares of GSFI and assuming their debt.

Thanks,

Sky

Someone spent a 100.00 to get a million shares.

Not done just resting

Thanks got it

Expert market means there is no market and these fuck ups are finally done

A 15-12 G was filled bad or good thing?

I question whether stock sale is even valid. There is no Green Stream Holdings, Inc incorporated in Wyoming and the Green Stream Holdings, Inc incorporated in Nevada has been dissolved. Stock sale agreement does not show actual corporation that has right and ownership ability to transfer shares?

Who cares....when will you realize you've been scammed?

Shocker.......this SCAM is finally in the Expert Market....

Jim DiPrima
7:18?AM (54 minutes ago)
to me

Who is this?

On Sat, Jun 1, 2024 at 10:43?PM Timothy Carey <careyptjr@gmail.com> wrote:
How can VGTL who has no CEO buy part of GSFI in the amount of $400,000?

Legitimate question!
To DiPrima
How can VGTL who has no CEO buy part of GSFI in the amount of $400,000?

To DiPrima
Brian Kistler and New Opportunity Business Solutions, Inc. a/k/a NOBS
SEC Charges Undisclosed Control Person and His Alter-Ego Entity in Penny Stock Scheme
Litigation Release No. 25594 / December 19, 2022
Securities and Exchange Commission v. Brian Kistler and New Opportunity Business Solutions, Inc. a/k/a NOBS, No. 1:22-cv-10657 (S.D.N.Y. filed December 16, 2022)
The Securities and Exchange Commission filed charges against Brian Kistler and New Opportunity Business Solutions, Inc. a/k/a NOBS in connection with a fraudulent scheme involving the securities of Williamsville Sears Management, Inc. ("Williamsville").

The SEC alleges that between approximately February 2018 and July 2018, Kistler and his alter-ego entity, NOBS, engaged in a fraudulent scheme to take control of Williamsville, a dormant microcap shell company, and deceitfully pump up the purported value of the company and its shares in order to "flip" the company and/or its shares for a profit. According to the complaint, to carry out the scheme, Kistler made false and misleading statements to OTC Markets Group, the Financial Industry Regulatory Authority ("FINRA"), and Williamsville's transfer agent. Kistler also allegedly made false and misleading statements to the public through Williamsville's public filings. In addition, according to the complaint, Kistler engaged in manipulative purchases of Williamsville stock in order to give the appearance of bona fide market activity in the stock. As alleged in the complaint, Kistler and NOBS benefited from this scheme. Specifically, Kistler, through NOBS, received $50,000 for brokering the sale of Williamsville, and NOBS received 100 million Williamsville shares. Kistler also received $32,500 to engage in manipulative purchases of Williamsville's stock.

The SEC's complaint, filed in the U.S. District Court for the Southern District of New York, charges Kistler and NOBS with violations of Section 17(a) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rules 10b-5(a) and (c) thereunder. The complaint also charges Kistler with a violation of the anti-manipulation provisions of the Exchange Act under Section 9(a)(2). The complaint seeks permanent injunctive relief, disgorgement, with prejudgment interest, and civil penalties. The SEC also seeks a penny stock bar against both Defendants and an officer and director bar against Kistler.

The SEC's investigation was conducted by Laura Yeu, Kristine Zaleskas, Ricky Tong, Judith A. Weinstock, and Michael Paley, of the New York Regional Office. The case is being supervised by Sheldon L. Pollock. The litigation will be handled by Ms. Zaleskas and supervised by Preethi Krishnamurthy. The SEC appreciates the assistance of FINRA.

SEC Complaint

Jim DiPrima
7:20?AM (51 minutes ago)
Is this a shareholder?

Jim DiPrima
7:21?AM (50 minutes ago)
Are you trying to get inside information?


To Jim
Just a shareholder of vgtl wanting to know how vgtl can put out $400,000 for GSFI (or part of it).. Do not even recollect that you found a buyer for vgtl? VGTL has been in limbo for years.

Ty

That’s for vgtl to decide. Plus it was a subsidiary of $Gsfi that was sold.

I did..gsfi sold the shares to vgtl
Should vgtl board suppose have an 8k also stating the new CEO ?

Read the 8-k.

So what has happened here?
Did jimdiprima sell the company to vgtl?

Do you not know how to go to SEC filings on OTC Markets? 8-k was filed on 5-15 and amended 8-k was filed on 5-16. Complete facts are always appreciated.

Looks like another attempt to pump. Nothing I can see in OTC that would support the claim of anything. Nothing has been updated there since 2021 that I can see except financials.

Research = nothing.
Disclosure= nothing since 09/25/20
Financials=4/30/2023 (a whopping $4000 in revenues followed by a deficit of $186,000.
News= nothing since 10/20/2020
Security details: authorized 40 billion OS 7,135,12,874
Company profile: https://www.otcmarkets.com/stock/GSFI/profile

Expert market- everyone knew that already because of the incompetent James Charles DiPrima - AKA- Mark Newbauer.

I looked there. I do not see it.

OTC Markets

So where is the link?

So you are going to repeat the scam. LOL.

You are doing a bad job bashing this stock and getting paid for it. They ought to fire you!

Quote: I'm pretty sure to repeat the scam

New to the hub?
3 posts?
Why now

Im pretty sure to repeat the scam but just in another name.

So why vgtl new CEO bought the shares for $400 k?

GSFI. And VGTL. I’m 100 percent sure PAOG is next. Whatever news he drops is a scam 100 percent.

Wich one is done?

Their in expert market this stock is done for.

Not a question for this board?

My question,what does it mean for vgtl?

Yes. Just Green Tree Finance. Not sure what it means for the company.

To vgtl?
Do I see that right?

News out. Subsidiary has been sold it looks like.

Just a failure all the way around, never done a project

So I guess this co.pany is pure dogsh_t.This guy hasn't taken advantage of solar or EV.NO updates.

Good morning (GSFI-Land & TYeam).....🤑😎......Go (GSFI & Team)

YUP!

Wait, are you talking about the same DIPRIMA as the CEO in PAOG?

The turd DiPrima never paid the hefty fine that I can see to keep GSFI afloat.
DiPrima treated VGTL the same way as GSFI (and lying to shareholders (me) that he would file in time to avoid the expert market filing deadline of Sept 26, 2021). DiPrima said he would get the filing done in plenty of time before the deadline. (Guess where VGTL has been ever since that lie of DiPrimas - on the expert market- of course he keeps saying he is working on it as the years go by). He hasn't done squat or he is an expert at hiding his filings.

I won't even get to RBII which DiPrima also managed to get to the expert market.

I wish the SEC would take action on individuals that take advantage of their shareholders.

Didn't even bother filing that financials would be late this quarter. Nothing more to say.

In my humble opinion through some rugged DD. William Alessi, as CEO of JANBELLA GROUP LLC, has brazenly exploited SEC regulations by engaging in Section 5 violations to orchestrate takeovers of distressed companies using convertible notes. Leveraging his position and resources, Bill Alessi strategically employs convertible notes as a deceptive tool to gain control over financially vulnerable businesses. By offering seemingly attractive financing options, Alessi entices struggling companies into agreements that ultimately strip them of their autonomy and assets. In my opinion I wonder why this once promising company with great potential just faded. I don’t know but it seems there were convertible note lenders that are now in trouble with the SEC. My humble opinion is to do your research before investing in anything.

🤑🤑🤑🤑😎

Good morning (GSFI-Land)...🤑😎..Go (GSFI & Team)