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 July 18, 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. 9 to Offering Statement on Form 1-A
 Filed July 3, 2025
 Amendment No. 10 to Offering Statement on Form 1-A
 Filed July 10, 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 30,
2025 letter.

Amendment No. 9 to Offering Statement on Form 1-A
Description of Indebtedness, page 54

1. We note your revised disclosures in response to comment 1, and note that
some of the
 loans you have indicated are not in default have maturity dates that are
in the past, as
 your disclosures on pages 54 and 55 show that such debt have maturity
dates
 beginning on April 1, 2025. Please update your disclosure to clarify the
aggregate
 amounts of promissory notes that are in default and not in default as of
June 30, 2025.
 July 18, 2025
Page 2
Balance Sheet for the Period Ended December 31, 2024 and December 31, 2023,
Unaudited,
page F-2

2. We note your response to prior comment 3. Please address the following:

 Revise the December 31, 2023 common stock share count caption to
give effect to
 the 500-for-1 reverse stock split.

 We note your common stock caption here and added disclosure on
page F-7 that
 no changes to the $0.001 par value per common share and total
additional paid-in
 capital reported on the balance sheet occurred from the reverse
stock split.
 However, total common stock balances reported on the balance sheet
as of
 December 31, 2024 and 2023 suggest a $0.50 par value per common
share on a
 post-split basis. Please advise or revise.
Statement of Stockholders' Equity, Unaudited, page F-5

3. Revise to replace this version of the statement of stockholders
equity with the post-
 split version included on page F-5 of Amendment No. 8 to your offering
statement
 filed June 16, 2025. Further to our previous comment, please also ensure
that all
 activity and balance amounts disclosed in the common share dollar amount
column
 align with the actual post-split par value per common share and number
of shares
 issued.
Earnings (Net Loss) Per Share Calculations, page F-6

4. Revise to replace this version of earnings (net loss) per share
calculations with the
 post-split version included on page F-6 of Amendment No. 8 to your
offering
 statement filed June 16, 2025.
Notes to Unaudited Financial Statements
Note 4. Stockholders' Equity, page F-10

5. We note your disclosure of 14,646,806 common shares outstanding as of
July 2, 2025.
 Please reconcile this count with the 12,246,570 number of post-split
shares
 outstanding as of December 31, 2024, plus the 1,200,000 additional
shares (600
 million on a pre-split basis) issued thus far in 2025 as disclosed in
Note 7. Subsequent
 Events on page F-13.
Exhibits

6. We note your response to comment 4 and your revised exhibits. We note
that your
 offering statement indicates that [t]here is a $10,000 minimum
purchase for each
 investor . Please revise your subscription agreement to include
your minimum
 purchase amount of $10,000 in the agreement or revise your offering
statement as
 appropriate. Additionally, please revise your legality opinion to opine
upon the
 800,000,000 shares of common stock being offered by the company in your
Form 1-
 A.
 July 18, 2025
Page 3

 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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