United States securities and exchange commission logo





                            May 28, 2020

       Madeleine Cammarata
       Chief Executive Officer
       Green Stream Holdings Inc.
       16620 Marquez Ave.
       Pacific Palisades, CA 90272

                                                        Re: Green Stream
Holdings Inc.
                                                            Form 10-12G
                                                            Filed May 1, 2020
                                                            File No. 000-53279

       Dear Ms. Cammarata:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Form 10 Filed May 1, 2020

       Part I. Description of Business, page 3

   1.                                                   We note disclosure in a
risk factor on page 24 that currently issued Series B Convertible
                                                        Preferred shares are,
within 60 days, convertible into over 600 billion in common shares
                                                        and that you do not
currently have a sufficient number of authorized common shares to
                                                        cover this conversion.
Please clarify how you will ensure that you will have sufficient
                                                        authorized common
shares to issue upon conversion of the preferred shares. Additionally,
                                                        please add risk factor
disclosure regarding the impact of dilution once these shares are
                                                        converted.
 Madeleine Cammarata
FirstName LastNameMadeleine Cammarata
Green Stream Holdings Inc.
Comapany NameGreen Stream Holdings Inc.
May 28, 2020
May 28, 2020 Page 2
Page 2
FirstName LastName
Item 1A. Risk Factors, page 11

2.       We note that it appears that none of your employees have experience in
this field. Please
         add risk factor disclosure. Additionally, please add risk factor
disclosure regarding your
         net losses to date.
There are certain allegations of the existence of the number of promissory
notes..., page 18

3.       We note disclosure on page 34 that you are not stating that the
information provided is
         true and correct. Please revise to remove the disclaimer, as you are
responsible for
         information contained in your registration statement. We would not
object to a statement,
         if accurate, that you have not verified the accuracy or completeness
of the third-party
         supplied information.
Exclusive Selection of Forum in the Bylaws, page 19

4.       We note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
         suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
         regulations thereunder. Please revise your disclosure to clarify this.
Item 2. Financial Information, page 26

5.       Please revise here and in the business section to provide the
information requested by
         Items101(a)(2) and 303 of Regulation S-K by disclosing your specific
plan of operation,
         including detailed milestones, the anticipated time frame for
beginning and completing
         each milestone, and the categories of expenditures for your
anticipated operations. Please
         discuss the likely alternatives for satisfying your capital needs, in
light of your net losses
         and the going concern opinion. Please disclose how you will meet your
financial
         obligations for the next twelve months. We may have further comments.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 29

6.       We note your disclosure that states: "the persons listed below have
sole voting power...
         except to the extent that power may be shared with a spouse." Where
any person listed in
         the table shares voting or dispositive power with a spouse or any
other person, please
         name that other person in the table and describe the nature of the
shared beneficial
         ownership. Please see Instruction 5 to Item 403 of Regulation S-K
regarding disclosure of
         shared beneficial ownership.
Item 5. Directors and Executive Officers; Key Employees, page 30

7.       Please provide all of the disclosure required by Item 401 of
Regulation S-K. Please
         disclose each of the entities that each individual has been associated
within at least the
         past five years, their position at the entity, and disclose when they
began working at each
         entity and when they ceased working at each entity. Additionally, we
note on page 30 that
         Michael Sheikh is identified as your CFO. Please disclose his
experience, and revise your
 Madeleine Cammarata
FirstName LastNameMadeleine Cammarata
Green Stream Holdings Inc.
Comapany NameGreen Stream Holdings Inc.
May 28, 2020
May 28, 2020 Page 3
Page 3
FirstName LastName
         signature page. We note that your currently identify Ms. Cammarata as
the CFO on the
         signature page. Further, we note that you identify Mr. Ware as having
significant
         experience with respect to the field of construction and solar
development; however the
         description of his experience does not indicate that he has any
experience in this field.
         Please advise or revise.
Item 8. Legal Proceedings, page 32

8.       We note that several of the purported notes detailed on page 34 have
been listed more than
         once and that the total of the notes does not agree to the $16.4
million total disclosed in
         the first paragraph on page 33. Please revise your disclosure to
reconcile.
Consolidated Condensed Financial Statements, page F-1

9.       Please ensure that unaudited financial statements are labeled as
unaudited.
10.      Revise your balance sheets to include a balance sheet as of the end of
the preceding fiscal
         year. Refer to Rule 10-01(c)(1) of Regulation S-X.
11.      Please tell us how the payments contemplated in Exhibits 10.1 and 10.2
have been
         recorded in your financial statements.
Consolidated Condensed Statements of Changes in Stockholders' Equity, page F-5

12.      We note from page 36 that you issued a total of 266,665 shares to five
people pursuant to
         a settlement agreement on December 2, 2019. Please tell us how this
issuance was
         recorded in your financial statements.
Consolidated Balance Sheets, page F-16

13.      We note you have revised the presentation and characterization of your
fixed assets and
         other assets, on the face of your balance sheets and in your footnote
disclosure, from what
         was presented in the financial statements for the same periods
included in your
         registration statement on Form 1-A. Please tell us the reason for
these changes, and revise
         your disclosure to more specifically describe these assets, their
useful lives, and to
         disclose why you have not recorded any depreciation or amortization on
these assets.
Notes to Consolidated Financial Statements, page F-20

14.      Please revise your footnotes to include disclosure related to the
purported notes discussed
         on page 33. Refer to ASC 450-20-50.
Exhibits

15.      Please file any agreements evidencing the February of 2019 merger
between Green
         Stream Finance, Inc. and Eagle Oil Holding Company and the April 2019
reorganization
         and related issuance of 600,000 Class B Preferred shares to Madeleine
Cammarata as
         exhibits to Form 10-12G.
 Madeleine Cammarata
FirstName LastNameMadeleine Cammarata
Green Stream Holdings Inc.
Comapany NameGreen Stream Holdings Inc.
May 28, 2020
May 28, 2020 Page 4
Page 4
FirstName LastName
16.      We note that the Articles of Merger filed as Exhibit 2.2 to Form
10-12G identify Mr.
         Robert Ponce as CEO and President of Green Stream Finance, Inc., a
Wyoming
         Corporation and the company through which we understand Green Stream
Holdings Inc.
         conducts or intends to conduct operations. However, similar Articles
of Merger filed as
         an exhibit to your Form 1-A filed September 27, 2019 identify Mr.
Vincent Cammarata
         the CEO and President of this company. In each case, the Articles are
marked as having
         been filed with the Wyoming Secretary of State on April 18, 2018 at
10:28 AM. Please
         explain to us the basis for this inconsistency.
General

17.      Please note that the Form 10 goes effective by lapse of time 60 days
after the original
         filing date, pursuant to Section 12(g)(1) of the Securities Exchange
Act of 1934. If our
         comments are not addressed within this 60-day time period, you may
consider
         withdrawing the Form 10 prior to effectiveness and re-filing a new
Form 10 including
         changes responsive to our comments. If you choose not to withdraw, you
will be subject
         to the reporting requirements under Section 13(a) of the Exchange Act.
18.      Please review your registration statement and revise to correct or
explain inconsistencies
         throughout. By way of example:

              We note that you currently have no revenue and have experienced
net losses. It does
              not appear that you have commenced operations based on this and
your disclosure on
              page 26; however, your disclosure appears to indicate that you
have engaged in
              significant operations. Please revise your disclosure to clarify
and focus on what
              your anticipated business is and your current projects for which
you have entered into
              agreements.
              Please ensure that your disclosure is clear as to what operations
you perform and
              what operations will be sourced out to third parties.
              Please clarify whether you hold patents or whether third parties
hold patents. Further,
              to the extent you intend to rely on unpatented technology, as
expressed on page 22,
              please clarify in an appropriate place whether you anticipate
seeking patents for such
              technology.
              Please revise your disclosure to identify all third parties with
which you are working
              to further your business plan. To the extent you have entered
into agreements with
              third parties or you have entered into agreements regarding
current projects, please
              file these agreements in accordance with Item 601(b)(10) of
Regulation S-K.
              We note your disclosure on page 6 that you intend to rent between
50,000 to 100,000
              square feet of rooftop space. Please advise how this is
consistent with your intention
              to build solar spaces/greenhouses on buildings owned by others
and receive payment
              or fees from these entities. To the extent you have entered into
agreements, please
              file these agreements.
 Madeleine Cammarata
FirstName LastNameMadeleine Cammarata
Green Stream Holdings Inc.
Comapany NameGreen Stream Holdings Inc.
May 28, 2020
Page 5
May 28, 2020 Page 5
FirstName LastName
19.      We note your disclosure on page 6 regarding anticipating a 20 percent
return over 20
         years and your disclosure on page 8 referencing a net 8% income on
cash invested and a
         12 percent return on investment. Please note that you must have a
reasonable basis for
         any projections included in your filing. Please see Item 10(b) of
Regulation S-K. As the
         company has a very limited operating history, net losses to date, and
a going concern
         opinion, it appears unlikely that it would have a reasonable basis for
these projections.
         Please provide your reasonable basis or remove the projections.
20.      We note that you have provided disclosure that does not appear
relevant or is inconsistent
         to this registration statement. For example only, we note the
following:
           You are registering a class of securities under the Exchange Act by
means of this
              Form 10-12G, rather than the offer and sale of securities;
however, throughout the
              document you reference proceeds from an offering.
           On page 9, you reference manufacturing your product; however, on
page 12 you state
              that you do not design or manufacture your own products.
           On page 10, you reference your past experience; however, on page 26,
you state that
              you have not commenced operations.
           We note that your risk factor on page 22 refers to the reputation of
companies in the
              world-class yacht sales industry.
           On page 37, your disclosure references the Colorado Business
Corporation Act. We
              note that you are incorporated in Wyoming.
         Please review your disclosure and revise to remove disclosure that is
not pertinent to your
         registration statement and revise to ensure consistency.
21.      Please ensure that you disclose all subsidiaries and disclose the
significant employees of
         those subsidiaries in accordance with Item 401(c) of Regulation S-K.
We note that you
         have at least two subsidiaries based on the following article:

https://w
ww.itbusinessnet.com/2020/04/green-stream-holdings-issues-corporate-update-

on-west-coast-expansion-as-solar-gets-essential-service-status-in-California/.
Further,
         based on disclosure, we understand that Green Stream Holdings, Inc. is
a holding
         company that intends to conduct its business through its subsidiary,
Green Stream
         Finance, Inc. According to the Articles of Merger for the
redomiciliation of Green
         Stream Finance, Inc. from Delaware to Wyoming in 2018, Mr. Vincent
Cammarata
         and/or Mr. Robert Ponce serve as CEO and President of Green Stream
Finance, Inc.
         Please include disclosure required by Items 401 and 402 of Regulation
S-K regarding Mr.
         Cammarata and Mr. Ponce as significant employees, including any family
relationships
         between Vincent and Madeleine Cammarata or any other officers and
directors, or tell us
         why you believe disclosure is not required. In addition, please ensure
that your
         description of these subsidiary entities discloses their intended
operations.
22.      We note your disclosure on page 18 that you may have conflicts of
interests. In an
         appropriate place, please identify all conflicts of interests with
your president or any
         affiliates. Please ensure that you disclose all affiliated parties and
their interests and file
         all agreements with these parties in accordance with Item 601(b)(10)
of Regulation S-K.
 Madeleine Cammarata
Green Stream Holdings Inc.
May 28, 2020
Page 6



        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Eric McPhee at 202-551-3693 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with any
other questions.



                                                          Sincerely,
FirstName LastNameMadeleine Cammarata
                                                          Division of
Corporation Finance
Comapany NameGreen Stream Holdings Inc.
                                                          Office of Real Estate
& Construction
May 28, 2020 Page 6
cc:       Jonathan Leinwand, Esq.
FirstName LastName