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 June 30, 2025

Alfredo Papadakis
Chief Executive Officer
Green Rain Energy Holdings Inc.
8549 Wilshire Blvd., Suite 1216
Beverly Hills, CA 90211

 Re: Green Rain Energy Holdings Inc.
 Amendment No. 8 to Offering Statement on Form 1-A
 Filed June 16, 2025
 File No. 024-12568
Dear Alfredo Papadakis:

 We have reviewed your amended offering statement and have the following
comments.

 Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe a comment applies to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your offering statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note
otherwise, any references to prior comments are to comments in our June 4, 2025
letter.

Amendment No. 8 to Offering Statement on Form 1-A
Description of Indebtedness, page 54

1. We note your statement on page 54, that the Company is in default
with respect to
 several outstanding convertible promissory notes, including (3)
certain other
 outstanding convertible promissory notes with an aggregate outstanding
principal of
 approximately $5,706,147, which mature on various dates between December
2019
 through March 2026." You also state that the Company has several
outstanding
 convertible promissory notes and that "the majority" are in default. On
page 55, you
 state that outstanding convertible promissory notes totaling
approximately
 $5,706,147, in principal, are "all currently in default. Please
revise the above
 statements to reconcile your disclosures and to clearly disclose the
total amount of
 these convertible promissory notes that are currently outstanding, and
the total amount
 June 30, 2025
Page 2

 that are in default, and indicate the maturity dates for each category.
Dilution, page 62

2. Your dilution calculations at each offering level do not appear to be
based on an 800
 million total maximum number of common shares to be issued. For example,
we note
 that the table discloses total shares outstanding at the 100% offering
level on a post-
 split basis of 16,246,570 in contrast to an indicated 812,246,570 total
number of
 shares outstanding. Please advise.
Financial Statements, page F-1

3. Please revise your financial statements to:

 Revise the common stock line caption of the balance sheet on page
F-2 to give
 effect to the 500-for-1 reverse stock split, including the
authorized and
 outstanding number of common shares. Also please confirm the
post-split par
 value amount per common share and revise as necessary the individual
line item
 equity balances reported on the balance sheet and statements of
stockholders'
 equity on page F-5 to reflect any resulting change in the total
common stock par
 value balance.

 Revise footnote 1 to include disclosure pertaining to the reverse
stock split and
 effects on previously reported common share quantities and per share
amounts for
 each reporting period. Where applicable, please revise all footnotes
that include
 common stock disclosures to give proper effect to the reverse split.
Exhibits

4. We note that your revised filing discloses that you have changed the
name of the
 company, and that you have increased the number of authorized common
shares to
 10,000,000,000 shares in order to accommodate the offering. We also note
your
 statements that you are conducting a minimum offering of $10,000 and
that the
 minimum purchase is $10,000. Please file updated exhibits as applicable
to reflect this
 updated information, including updated articles, form of subscription
agreement, and
 legality opinion.
 Please contact Frank Knapp at 202-551-3805 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please contact David Link at 202-551-3356 or Dorrie Yale at
202-551-8776 with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Peter Campitello
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