Correspondence 0001683168-24-001325 from Green Stream Holdings Inc. (GSFI) (CIK 0001437476)
Green Stream Holdings Inc. (GSFI) (CIK 0001437476)
Date: March 5, 2024 · CIK: 0001437476 · Accession: 0001683168-24-001325
AI Filing Summary & Sentiment
File numbers found in text: 001-36081
Referenced dates: January 25, 2024
Letter
RE: Green Stream Holdings, Inc.
March 5, 2024
Securities and Exchange Commission
Division of Corporate Finance
Office of Real Estate and Construction
Washington, D.C. 20549
Attn: Babette Cooper
Form 10-K for Fiscal Year Ended April 30, 2023
Filed August 15, 2023
File No. 001-36081
Ladies and Gentlemen:
Please be advised that the undersigned is the duly-appointed Chief Financial Officer and Chief Executive Officer of Green Stream Holdings, Inc. (the “Company”). This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Issuer’s Annual Report on Form 10-K, filed on August 15, 2023 (the “Form 10-K”) provided in your letter dated January 25, 2024 (the “Comment Letter”).
The purpose of this correspondence is to provide responses to the Comment Letter and provide explanation, where necessary, of the Form 10-K filed on August 15, 2023. Our responses follow the text of the Comment Letter, which we have reproduced below for your convenience.
Form 10-K for Fiscal Year Ended April 30, 2023
Item 8. Financial Statements and Supplementary Data, Page F-1
1. We note that you have not provided audited financial statements in accordance with Rule 8-02 of Regulation S-X and therefore your filing is materially deficient. Please amend your filing to provide financial statements audited as of and for the required periods by a PCAOB-registered firm as soon as practicable.
Response:
The Company respectfully acknowledges the Staff’s comment. As disclosed in the Company’s Current Report on Form 8-K filed on February 6, 2024, the Company dismissed its relationship with its previous registered independent accounting firm, Bush and Associates CPA (“Bush”) on February 2, 2024. Prior to February 2, 2024, Bush did not respond to correspondence from the Company regarding the status of the audit of the Company’s financial statements for the years ended April 30, 2023 or 2022, and furthermore, Bush failed to provide services or issue any reports with respect to the audit the Company’s financial statements for the fiscal years ending April 30, 2022 and 2023. As a result, following the dismissal, on February 2, 2024, the Company appointed Barton CPA (“Barton”), a PCAOB accounting firm, as its new registered independent public accountant. The Company will amend the Form 10-K to provide the audited financial statements as soon as practicable and the Company reasonably expects that expects that Barton will complete the audits for the above fiscal years ended April 30, 2023 and 2022 on or about April 30, 2024. In addition, the Company expects that Barton will complete and the Company will file the Annual Report on Form 10-K with audited financial statements for its fiscal year ending April 30, 2024 in a timely manner.
If you should have any questions about this letter or require any further information, please do not hesitate to contact the undersigned or the Issuer’s counsel, Peter Campitiello, Esq. at (732) 867-9741.
Sincerely,
/s/ James DiPrima
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CORRESP 1 filename1.htm March 5, 2024 Securities and Exchange Commission Division of Corporate Finance Office of Real Estate and Construction Washington, D.C. 20549 Attn: Babette Cooper RE: Green Stream Holdings, Inc. Form 10-K for Fiscal Year Ended April 30, 2023 Filed August 15, 2023 File No. 001-36081 Ladies and Gentlemen: Please be advised that the undersigned is the duly-appointed Chief Financial Officer and Chief Executive Officer of Green Stream Holdings, Inc. (the “Company”). This letter is in response to the comments of the staff of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Issuer’s Annual Report on Form 10-K, filed on August 15, 2023 (the “Form 10-K”) provided in your letter dated January 25, 2024 (the “Comment Letter”). The purpose of this correspondence is to provide responses to the Comment Letter and provide explanation, where necessary, of the Form 10-K filed on August 15, 2023. Our responses follow the text of the Comment Letter, which we have reproduced below for your convenience. Form 10-K for Fiscal Year Ended April 30, 2023 Item 8. Financial Statements and Supplementary Data, Page F-1 1. We note that you have not provided audited financial statements in accordance with Rule 8-02 of Regulation S-X and therefore your filing is materially deficient. Please amend your filing to provide financial statements audited as of and for the required periods by a PCAOB-registered firm as soon as practicable. Response: The Company respectfully acknowledges the Staff’s comment. As disclosed in the Company’s Current Report on Form 8-K filed on February 6, 2024, the Company dismissed its relationship with its previous registered independent accounting firm, Bush and Associates CPA (“Bush”) on February 2, 2024. Prior to February 2, 2024, Bush did not respond to correspondence from the Company regarding the status of the audit of the Company’s financial statements for the years ended April 30, 2023 or 2022, and furthermore, Bush failed to provide services or issue any reports with respect to the audit the Company’s financial statements for the fiscal years ending April 30, 2022 and 2023. As a result, following the dismissal, on February 2, 2024, the Company appointed Barton CPA (“Barton”), a PCAOB accounting firm, as its new registered independent public accountant. The Company will amend the Form 10-K to provide the audited financial statements as soon as practicable and the Company reasonably expects that expects that Barton will complete the audits for the above fiscal years ended April 30, 2023 and 2022 on or about April 30, 2024. In addition, the Company expects that Barton will complete and the Company will file the Annual Report on Form 10-K with audited financial statements for its fiscal year ending April 30, 2024 in a timely manner. If you should have any questions about this letter or require any further information, please do not hesitate to contact the undersigned or the Issuer’s counsel, Peter Campitiello, Esq. at (732) 867-9741. Sincerely, /s/ James DiPrima James DiPrima, CEO and CFO