Attached files
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended November 30, 2013
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to ______________
Commission File No. 333-168337
GroGenesis, Inc.
(Exact Name of Small Business Issuer as specified in its charter)
Nevada 42-1771870
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
H. 16/B, Adsulim,
Benaulim, Goa, India 403716
(Address of principal executive offices)
Registrant's telephone number, including area code: 011-91-95-27-46-38-77
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
135,000,000 shares of registrant's common stock, $0.001 par value, were
outstanding at January 8, 2014. Registrant has no other class of common equity.
PART I. FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
(A Development Stage Company)
Balance Sheets
November 30, 2013 May 31, 2013
----------------- ------------
$ $
(unaudited)
ASSETS
Current assets
Cash 31 9,473
---------- ----------
Total current assets 31 9,473
---------- ----------
Total assets 31 9,473
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities 3,990 2,300
Advance 21,750 23,900
---------- ----------
Total current liabilities 21,750 26,200
---------- ----------
Total liabilities 21,750 26,200
---------- ----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: $0.001 par value, 200,000,000 authorized,
135,000,000 issued and outstanding (post-split) as of
November 30, 2013 and May 31, 2013 135,000 135,000
Additional paid-in capital (deficiency) (84,000) (84,000)
Deficit accumulated during the development stage (76,709) (67,727)
---------- ----------
Total stockholders' equity (deficit) (25,709) (16,727)
---------- ----------
Total liabilities and stockholders' equity (deficit) 31 9,473
========== ==========
(The accompanying notes are an integral part of these financial statements)
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GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
(A Development Stage Company)
Statements of Operations
(Unaudited)
Period From
For the Three Months Ended For the Six Months Ended May 19, 2010
November 30, November 30, (inception) to
---------------------------- ---------------------------- November 30,
2013 2012 2013 2012 2013
------------ ------------ ------------ ------------ ------------
$ $ $ $ $
Expenses
General and administrative 2,014 11,867 2,982 20,146 42,395
Professional fees 2,000 2,000 6,000 6,500 34,314
------------ ------------ ------------ ------------ ------------
Net loss (4,014) (13,867) (8,982) (26,646) (76,709)
============ ============ ============ ============ ============
Net loss per share - basic and diluted (0.00) (0.00) (0.00) (0.00)
============ ============ ============ ============
Weighted average shares outstanding -
basic and diluted (post-split) 135,000,000 135,000,000 135,000,000 117,295,075
============ ============ ============ ============
(The accompanying notes are an integral part of these financial statements)
3
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
Period From
For the Six Months Ended May 19, 2010
November 30, (inception) to
--------------------------- November 30,
2013 2012 2013
-------- -------- --------
$ $ $
Cash flows from operating activities
Net loss (8,982) (26,646) (76,709)
Adjustments to reconcile to net
cash used in operating activities:
Change in operating assets and liabilities
Increase in prepaid expenses -- -- --
Increase in accounts payables and accrued liabilities 1,690 (857) 3,990
-------- -------- --------
Net cash used In operating activities (7,292) (27,503) (72,719)
-------- -------- --------
Cash flows from financing activities
Proceeds from common stock issued for cash -- 32,000 51,000
Proceeds from advances from related parties (2,150) -- 21,750
-------- -------- --------
Net cash provided by financing activities (2,150) 32,000 72,750
-------- -------- --------
Net increase (decrease) in cash (9,442) 4,497 31
Cash - beginning of period 9,473 950 --
-------- -------- --------
Cash - end of period 31 5,447 31
======== ======== ========
Supplemental cash flow information:
Cash paid for:
- Interest -- -- --
- Income tax -- -- --
-------- -------- --------
(The accompanying notes are an integral part of these financial statements)
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GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
(A Development Stage Company)
Notes to the financial statements
November 30, 2013
(Unaudited)
Note 1: Nature and Continuance of Operations
GroGenesis, Inc. (the "Company") was incorporated in the state of Nevada on May
19, 2010 ("Inception") and is in the development stage. The Company was formed
to become an operator of a beach shack in the State of Goa, India.
On September 9, 2013, the Company entered into asset purchase agreements whereby
the Company agreed to purchase certain assets necessary for the operation of a
plant growth surfactant manufacture and sales business. The assets to be
acquired are used in conjunction with the production, marketing, and sale of the
crop surfactant to be sold under the name "GroGenesis". Effective November 1,
2013, the Company changed its name to GroGenesis, Inc.. The Company present
president, Maria Fernandes, will resign on closing. In addition, the Company has
entered into an easement agreement whereby it will be granted the right to use a
portion of a farm located in Aylmer, Ontario, Canada for the purposes of using
it as a demonstration farm in order to evaluate and exhibit the effects of
GroGenesis.
In accordance with Accounting Standards Codification ("ASC") 915, the Company is
considered to be in the development stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has not commenced operations.
Note 2: Basis of Presentation
UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim financial statements have been prepared in
accordance with United States generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q of
Regulation S-X. They may not include all information and footnotes required by
United States generally accepted accounting principles for complete financial
statements. However, except as disclosed herein, there has been no material
changes in the information disclosed in the notes to the financial statements
for the period ended May 31, 2013 included in the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission on July 29, 2013.
These interim unaudited financial statements should be read in conjunction with
those financial statements included in the Annual Report Form 10-K. In the
opinion of management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating results for the six months ended November 30, 2013 are not necessarily
indicative of the results that may be expected for the year ending May 31, 2014.
Note 3: Going Concern
These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred a loss since inception resulting in an accumulated deficit
of $76,709 as at November 30, 2013 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or obtaining the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and/or the private placement
of common stock.
Note 4: Advance
As at November 30, 2013 the Company owed $21,750 to an associate of the
Company's management. The advance is unsecured, payable on demand and
non-interest bearing.
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Note 5: Capital Stock
Effective November 1, 2013, the number of common shares authorized that may be
issued by the Company increased from 75,000,000 common shares to 200,000,000
common shares with a par value of $0.001 per share.
During the period ended November 30, 2010, the Company issued 95,000,000
(3,800,000 pre-split) shares of common stock for total cash proceeds of $19,000
to the Company's sole director and officer.
The Company became a reporting company on June 27, 2012 and on August 21, 2012,
the Company completed the sale of 40,000,000 (1,600,000 pre-split) common shares
at the price of $0.0008 ($0.02 pre-split) per share for total proceeds of
$32,000.
Effective November 1, 2013, the Company completed a 25:1 forward split of the
Company's issued and outstanding common stock. Every one share of common stock
issued and outstanding prior to the split was exchanged for 25 post-split shares
of common stock.
As of November 30, 2013 the Company had 135,000,000 shares of common stock
issued and outstanding.
Note 6: Subsequent Events
In accordance with ASC 855, Subsequent Events, the Company has evaluated
subsequent events through the date of issuance of the unaudited interim
consolidated financial statements. Subsequent to the fiscal period ended
November 30, 2013, the Company did not have any material recognizable subsequent
events except that the Company completed a private placement of its common stock
consisting of the sale of 300,000 shares at a price of $0.35 for proceeds of
$105,000.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
The following discussion of our financial condition, changes in financial
condition, plan of operations and results of operations should be read in
conjunction with our unaudited interim financial statements from our inception
(May 9, 2010) to November 30, 2013 and the three months ended November 30, 2013,
together with the notes thereto included in this Form 10-Q. The discussion
contains forward-looking statements that involve risks, uncertainties and
assumptions. Our actual results may differ materially from those anticipated in
these forward-looking statements as a result of many factors.
OVERVIEW
Lisboa Leisure, Inc. was incorporated in the State of Nevada on May 19, 2010.
Our offices are located at the premises of our President, Maria Fernandes, who
provides such space to us on a rent-free basis at H 16/B, Adsulim, Benaulim,
Goa, India.
We are a company with no revenue to date and minimum operations and assets. Our
business plan was to attempt to operate a beach front eating establishment in
Goa, India. We had applied for permission to erect and operate one beach shack
in 2012, but were not successful. We have no further funds available to proceed
forward with this business plan and therefore we do not plan to re-apply before
2014 season. Based on the present trend, it is unlikely that we will be
successful.
The Company became a reporting company on June 27, 2012 and had filed a
prospectus that relates to the offering by the Company of a total of 40,000,000
(1,600,000 pre-split) shares of our common stock on a "self-underwritten" basis
at a fixed price of $0.0008 ($0.02 pre-split) per share. During the period ended
November 30, 2012, the Company completed the sale of 40,000,000 (1,600,000
pre-split) common shares at the price of a $0.0008 ($0.02 pre-split) per share
for total proceeds of $32,000. We will require additional funding in order to
pursue our business objectives and there is no guarantee that we will be
successful in this regard.
We are a development stage company and since inception, we have not generated
consistent revenues and have incurred a cumulative net loss as reflected in the
financial statements. We have minimal assets and have incurred losses since
inception.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months unless we obtain additional capital to pay our bills.
PLAN OF OPERATION
ABOUT OUR COMPANY
Our plan of operation was to operate beach front eating establishments on the
beaches on Goa, India that are commonly referred to as "beach shacks". A beach
shack is akin to a restaurant and is a part of the food and beverage sector of
the tourism industry and predominately caters to tourists to the State of Goa,
India. We applied for permission from the Tourism Department, Government of
State of Goa, to erect and operate a temporary shack at Velludo beach in
Benaulim, South Goa, with a view to expanding operations over time. We were not
successful with each of our applications.
Our priority is to survive as a company. Investors must be aware that we do not
have sufficient capital to independently finance our own plans.
Investors should be aware that our independent auditors have issued an audit
opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern. This means that our auditors believe
there is substantial doubt that we can continue as an on-going business for the
next 12 months. Our auditor's opinion is based on our suffering initial losses,
having limited operations, and having limited working capital. Our only source
for cash at this time is investments or loans by others in our Company.
On September 9, 2013, we entered into asset purchase agreements with Joseph
Fewer of Aylmer, Ontario and Steven Moseley of Paris, Tennessee whereby we
agreed to purchase certain assets necessary for the operation of a plant growth
surfactant manufacture and sales business. A plant surfactant is a compound that
lowers the surface tension between a liquid and a solid in order to allow for
more efficient nutrient uptake in the plant. The assets that we have agreed to
acquire are used in conjunction with the production, marketing, and sale of the
crop surfactant currently sold under the name "AgriBurst", which was formerly
known as "Agriboost".
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Pursuant to the agreement with Mr. Fewer, we have agreed to acquire a 100% in
the intellectual property described in the United States provisional patent
application number 61858203 - "Composition and Method for Enhancing Plant
Growth", as well as all related assets necessary for operating a plant growth
enhancement product manufacture and sales business as a going concern. The
agreement contemplates that we will incorporate a wholly-owned subsidiary
company that will hold these assets and conduct operations. In order to acquire
the assets from Mr. Fewer, we will be obligated to complete a forward split of
our common stock such that every share of pre-split common stock shall be
exchanged for 25 post-split shares of common stock; issue 12.5 million shares of
our post-split common stock to Mr. Fewer; and execute a consulting agreement
with Mr. Fewer whereby he will receive $7,000 per month in consideration of him
providing his full-time management services to us. The consulting agreement will
become effective on the date that we raise a minimum of $500,000 for operations.
Closing of the asset purchase agreement is also subject to us changing our name
to GroGenesis, Inc.", which has been completed. In addition, at closing, Mr.
Fewer will be appointed as a director in place of our current director, Ms.
Maria Fernandes.
We have also entered into an agreement with Mr. Moseley whereby we have agreed
to acquire certain equipment used in conjunction with the production, marketing
of AgriBurst. In consideration of Mr. Moseley transferring title of these assets
to us, we have agreed to issue 5,000,000 post-split shares of our common stock
to him at closing. We have also executed a consulting agreement with Mr. Moseley
whereby he will receive $5,000 per month in consideration of him providing his
full-time services to us. As with Mr. Fewer's consulting agreement, Mr.
Moseley's agreement will become effective on the date that we raise a minimum of
$500,000 for operations. The agreement recognizes that Mr. Moseley has been
involved in the sale of surfactants prior to the date of the agreement and that
he shall maintain the right to sell AgriBurst to 94 existing clients and profit
exclusively from sales to them.
We have also entered into an easement agreement with Joseph Fewer and Denise
Fewer whereby they have agreed to grant to us the right to use a portion of
their farm located in Aylmer, Ontario for the purposes of using it as a
demonstration farm in order to evaluate and exhibit the effects of AgriBurst. In
consideration of the easement, we have agreed to issue to the Fewer an aggregate
of 2,500,000 post-split shares of our common stock. The initial term of the
easement is three years. Since we became a reporting company it is responsible
for filing various forms with the United States Securities and Exchange
Commission (the "SEC") such as Form 10K and Form 10Qs. On December 28, 2012, our
application with FINRA to list our common stock on the Over-the-Counter Bulletin
Board was approved and our stock is quoted under the symbol "LISB". In
connection with our recent name change to "GroGenesis, Inc.", our stock symbol
has changed to "GROG".
The shareholders may read and copy any material filed by us with the SEC at the
SEC's Public Reference Room at 100 F Street N.W., Washington, DC, 20549. The
shareholders may obtain information on the operations of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
that contains reports, proxy and information statements, and other information
which we have filed electronically with the SEC by assessing the website using
the following address: http://www.sec.gov.
RESULTS OF OPERATIONS
We did not earn any revenues for the three months ended November 30, 2013 and
from inception on May 19, 2010 to November 30, 2013. We do not expect to realize
any revenues until we are able to secure additional funds and execute our
business plan. Our revenue will be generated from sales in our beach shack.
For the three months ended November 30, 2013, we have incurred total operating
expenses in the amount of $4,014 which mainly comprises of professional fees
totaling $2,000 and general and administrative expenses totaling $2,104. For the
three months ended November 30, 2012 we incurred total operating expenses in the
amount of $13,867 which mainly comprises of professional fees totaling $2,000
and general and administrative expenses totaling $11,867.
For the six months ended November 30, 2013, we have incurred total operating
expenses in the amount of $8,982 which mainly comprises of professional fees
totaling $6,000 and general and administrative expenses totaling $2,982. For the
six months ended November 30, 2012 we incurred total operating expenses in the
amount of $26,646 which mainly comprises of professional fees totaling $6,500
and general and administrative expenses totaling $20,146.
We incurred total operating expenses in the amount of $76,709 from inception on
May 19, 2010 through November 30, 2013. These operating expenses comprised of
professional fees totaling $34,314 and general administrative expenses totaling
$42,395.
We have not incurred any expenses for research and development since inception.
As a result of operating losses, there has been no provision for the payment of
income taxes from the date of inception.
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LIQUIDITY AND CAPITAL RESOURCES
As at November 30, 2013, we had a cash balance of $31.
If additional funds become required, the additional funding will come from
either advances from associates of our President or equity financing from the
sale of our common stock. If we are successful in completing an equity
financing, existing shareholders will experience dilution of their interest in
our company. We have verbal commitments from associates of our Company's that
they will advance $30,000 over the next twelve months.
Our future financial results are also uncertain due to a number of factors, some
of which are outside our control. These factors include, but are not limited to:
* our ability to raise additional funding;
* our ability to complete the acquisition of the Agriburst intellectual
property; and
* if we are successful in acquiring the Agriburst assets, being able to
generate sufficient sales of Agriburst in order to realize a profit;
Due to our lack of operating history and present inability to generate revenues,
our auditors have stated their opinion that there currently exists a substantial
doubt about our ability to continue as a going concern.
GOING CONCERN CONSIDERATION
The report of our independent registered public accounting firm for the period
ended May 31, 2013 raises substantial doubt about our ability to continue as a
going concern based on the absence of an established source of revenue,
recurring losses from operations, and our need for additional financing in order
to fund our operations in fiscal 2014. Our operations and financial results are
subject to various risks and uncertainties that could adversely affect our
business, financial condition and results of operations.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements including arrangements that would
affect our liquidity, capital resources, market risk support and credit risk
support or other benefits.
FORWARD LOOKING STATEMENTS
The information in this quarterly report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). These forward-looking statements involve risks and uncertainties,
including statements regarding the Company's capital needs, business strategy
and expectations. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expect," "plan," "intend," "anticipate," "believe,"
"estimate," "predict," "potential" or "continue," the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined from time to time, in other reports we file with the Securities
and Exchange Commission (the "SEC"). These factors may cause our actual results
to differ materially from any forward-looking statement. We disclaim any
obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. The
information constitutes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISKS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our Principal Executive Officer and Principal Financial Officer, after
evaluating the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of
9
the period covered by this report, have concluded that, based on the evaluation
of these controls and procedures, that our disclosure controls and procedures
were effective.
CONTROLS AND PROCEDURES OVER FINANCIAL REPORTING
Additionally, there were no changes in our internal controls over financial
reporting or in other factors that could significantly affect these controls
subsequent to the evaluation date. We have not identified any significant
deficiencies or material weaknesses in our internal controls, and therefore
there were no corrective actions taken.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company currently is not a party to any legal proceedings and, to the
Company's knowledge; no such proceedings are threatened or contemplated.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities
Exchange Act of 1934 and are not required to provide the information under this
item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION
On September 9, 2013, we entered into asset purchase agreements with Joseph
Fewer of Aylmer, Ontario and Steven Moseley of Paris, Tennessee whereby we
agreed to purchase certain assets necessary for the operation of a plant growth
surfactant manufacture and sales business. A plant surfactant is a compound that
lowers the surface tension between a liquid and a solid in order to allow for
more efficient nutrient uptake in the plant. The assets that we have agreed to
acquire are used in conjunction with the production, marketing, and sale of the
crop surfactant currently sold under the name "AgriBurst". Closing of the asset
purchase agreement is also subject to us changing our name to "GroGenesis,
Inc.", which was completed during the quarter. In addition, at closing, Mr.
Fewer will be appointed as a director in place of our current director, Ms.
Maria Fernandes. We have also entered into an agreement with Mr. Moseley whereby
we have agreed to acquire certain equipment used in conjunction with the
production, marketing of AgriBurst. We have also entered into an easement
agreement with Joseph Fewer and Denise Fewer whereby they have agreed to grant
to us the right to use a portion of their farm located in Aylmer, Ontario for
the purposes of using it as a demonstration farm in order to evaluate and
exhibit the effects of AgriBurst.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit
Number Description of Exhibit
------ ----------------------
31.1 Certification of Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant toss.302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C.ss.1350, as adopted pursuant toss.906 of
the Sarbanes-Oxley Act of 2002.
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
GroGenesis, Inc.
Date: January 14, 2014
By: /s/ Maria Fernandes
----------------------------------------
Maria Fernandes
Principal Executive Officer
Principal Financial Officer and Director
1
