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 February 28, 2014
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.)
Highway 79 North, Springville, TN 38256
(Address of principal executive offices)
Registrant's telephone number, including area code: 855-691-4764
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 [X] No [ ]
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 [ ]
81,430,000 shares of registrant's common stock, $0.001 par value, were
outstanding at April 21, 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)
February 28, 2014
Index
-----
Balance Sheets............................................................ 3
Statements of Operations.................................................. 4
Statements of Cash Flows.................................................. 5
Notes to the Financial Statements......................................... 6
2
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)
February 28, May 31,
2014 2013
------------ ------------
(unaudited)
ASSETS
Current Assets
Cash $ 30,997 $ 9,473
Prepaid expense 8,400 --
------------ ------------
Total Current Assets 39,397 9,473
Prepaid expense 12,600 --
Property, plant and equipment 167,997 --
Intangible assets 1,348,361 --
------------ ------------
Total Assets $ 1,568,355 $ 9,473
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable and accrued liabilities $ 26,269 $ 2,300
Related party payables 15,055 --
Advance 21,750 23,900
------------ ------------
Total Liabilities 63,074 26,200
------------ ------------
Stockholders' Deficit
Common stock, 200,000,000 shares authorized, $0.001 par value;
81,430,000 shares and 135,000,000 shares issued and outstanding
as of February 28, 2014 and May 31, 2013, respectively 81,430 135,000
Additional paid-in capital (deficiency) 1,605,600 (84,000)
Deficit accumulated during the development stage (181,749) (67,727)
------------ ------------
Total Stockholders' Equity (Deficit) 1,505,281 (16,727)
------------ ------------
Total Liabilities and Stockholders' Equity (Deficit) $ 1,568,355 $ 9,473
============ ============
(The accompanying notes are an integral part of
these consolidated financial statements)
3
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
(unaudited)
For the For the For the For the Period From
Three Months Three Months Nine Months Nine Months May 19, 2010
Ended Ended Ended Ended (Date of Inception) to
February 28, February 28, February 28, February 28, February 28,
2014 2013 2014 2013 2014
------------ ------------ ------------ ------------ ------------
Expenses
Consulting fees $ 44,000 $ -- $ 44,000 $ -- $ 44,000
Depreciation 1,532 -- 1,532 -- 1,532
General and administrative 50,202 14,006 53,184 34,152 92,597
Professional fees 9,306 2,000 15,306 8,500 43,620
------------ ------------ ------------ ------------ ------------
Total Expenses 105,040 16,006 114,022 42,652 181,749
------------ ------------ ------------ ------------ ------------
Net Loss $ (105,040) $ (16,006) $ (114,022) $ (42,652) $ (181,749)
============ ============ ============ ============ ============
Net Loss Per Share - Basic
and Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
Weighted Average Shares
Outstanding 122,715,000 135,000,000 130,950,000 123,132,000
============ ============ ============ ============
(The accompanying notes are an integral part of
these consolidated financial statements)
4
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(unaudited)
For the For the Period From
Nine Months Nine Months May 19, 2010
Ended Ended (Date of Inception) to
February 28, February 28, February 28,
2014 2013 2014
------------ ------------ ------------
Cash Flows Used in Operating Activities
Net loss $ (114,022) $ (42,652) $ (181,749)
Adjustments to reconcile to net cash
used in operating activities:
Depreciation 1,532 -- 1,532
Changes in operating assets and liabilities:
Prepaid expenses 4,200 -- 4,200
Accounts payable and accrued liabilities 17,709 -- 20,009
Related party payables 15,055 -- 15,055
------------ ------------ ------------
Net Cash Used In Operating Activities (75,526) (42,652) (140,953)
------------ ------------ ------------
Cash Flows Used in Investing Activities
Purchase of property, plant and equipment (45,000) -- (45,000)
------------ ------------ ------------
Net Cash Used in Investing Activities (45,000) -- (45,000)
------------ ------------ ------------
Cash Flows from Financing Activities
Proceeds from common stock issued for cash 150,500 32,000 201,500
Finders fees paid (6,300) -- (6,300)
Proceeds from advances from related parties -- 10,000 23,900
Repayment of advances to related parties (2,150) -- (2,150)
------------ ------------ ------------
Net Cash Provided by Financing Activities 142,050 42,000 216,950
------------ ------------ ------------
Increase (Decrease) in Cash 21,524 (652) 30,997
Cash - Beginning of Period 9,473 950 --
------------ ------------ ------------
Cash - End of Period $ 30,997 $ 298 $ 30,997
============ ============ ============
Supplementary Information:
Interest paid $ -- $ -- $ --
============ ============ ============
Income taxes paid $ -- $ -- $ --
============ ============ ============
Non-cash Investing and Financing Activities:
Common stock issued for acquisition of assets 1,466,630 -- 1,466,630
Common stock issued for prepaid expenses 25,200 -- 25,200
(The accompanying notes are an integral part of
these consolidated financial statements)
5
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
February 28, 2014
(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 two 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
agreements closed on February 7, 2014. The assets acquired are used in
conjunction with the production, marketing, and sale of the crop surfactant to
be sold under the name "AgriBurst". Effective November 1, 2013, the Company
changed its name to GroGenesis, Inc. The Company's former president, Maria
Fernandes, resigned on closing. In addition, the Company has entered into an
easement agreement whereby it was 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 AgriBurst.
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 yet commenced manufacturing and selling Agriburst in
commercial quantities.
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 nine months ended February 28, 2014 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 $181,749 as at February 28, 2014 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 February 28, 2014 the Company owed $21,750 to an associate of the
Company's management. The advance is unsecured, payable on demand and
non-interest bearing.
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.
6
GroGenesis, Inc.
(Formerly Lisboa Leisure, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
February 28, 2014
(unaudited)
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.
During the period ended February 28, 2014, the Company issued 430,000 (17,200
pre-split) shares of common stock at $0.35 per share for total gross proceeds of
$150,500. The Company paid finders fees of $6,300.
During the period ended February 28, 2014, the Company issued 17,500,000
(700,000 pre-split) shares of common stock at a fair value of $1,466,630
pursuant to the two asset purchase agreements signed on September 9, 2013.
During the period ended February 28, 2014, the Company issued 2,500,000 (100,000
pre-split) shares of common stock at a fair value of $25,200 pursuant to the
easement agreement signed on September 9, 2013.
During the period ended February 28, 2014, the former president of the Company
returned 74,000,000 (2,960,000 pre-split) shares of common stock to treasury.
As of February 28, 2014 the Company had 81,430,000 shares of common stock issued
and outstanding.
NOTE 6: COMMITMENTS
On September 9, 2013, the Company entered into an Asset Purchase Agreement
whereby the Company agreed to acquire intellectual property as well as all
related assets necessary for operating a plant growth enhancement product
("Plant Surfactant") manufacture and sale business. The agreement was closed on
February 7, 2014. In consideration, the Company issued 12,500,000 (500,000
pre-split) shares of restricted common stock. In addition, the Company also
agreed to incorporate a wholly-owned subsidiary that will hold these assets and
conduct operations, and execute a consulting agreement with the President of the
Company whereby he will receive $7,000 per month. The consulting agreement will
become effective on the date that the Company raises a minimum of $500,000 to
fund operations.
On September 9, 2013, the Company entered into an Asset Purchase Agreement
whereby the Company agreed to acquire certain equipment used in conjunction with
the production, marketing and sale of the Plant Surfactant. The agreement was
closed on February 7, 2014. In consideration, the Company issued 5,000,000
(200,000 pre-split) shares of restricted common stock. In addition, the Company
also agreed to execute a consulting agreement with the seller whereby he will
receive $5,000 per month. The consulting agreement will become effective on the
date that the Company raises a minimum of $500,000 to fund operations.
On September 9, 2013, the Company entered into an Easement Agreement whereby the
Company agreed to acquire the exclusive right to 10 acres of farm property
located in Aylmer, Ontario, Canada, to operate as a demonstration farm in order
to evaluate and exhibit the effects of using the Plant Surfactant for an initial
term of 3 years. In consideration, the Company issued 2,500,000 (100,000
pre-split) shares of restricted common stock.
NOTE 7: SUBSEQUENT EVENTS
On March 1, 2014, the Company entered into a Consulting Agreement with the
Company's Chief Operations Officer (the "COO") whereby the Company agreed to pay
the COO $2,500 per month.
On March 1, 2014, the Company entered into a Consulting Agreement whereby the
Company agreed to pay the consultant $2,500 per month.
Subsequent to February 28, 2014, the Company signed a Consulting Agreement with
the Company's Chief Financial Officer (the "CFO") whereby the Company agreed to
$2,500 per month. The agreement will be effective on June 1, 2014.
7
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 the period
ended February 28, 2014, 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
GroGenesis, Inc. (formerly Lisboa Leisure, Inc.). was incorporated in the State
of Nevada on May 19, 2010. Our offices are located at Highway 79 North,
Springville, Tennessee.
We are a company with no revenue to date. Our business plan was originally 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.
We became a United States reporting company on June 27, 2012 and had filed a
prospectus relating to the offering 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, we 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. 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
During the quarter, we completed the purchase of certain assets pursuant to
agreements with Joseph Fewer of Aylmer, Ontario and Steven Moseley of Paris,
Tennessee whereby we acquired certain assets necessary for the operation of a
plant growth surfactant manufacture and sales business under the name
"Agriburst". 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.
Pursuant to the agreement with Mr. Fewer, we acquired a 100% interest 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. In
consideration of the assets we purchased from Mr. Fewer, we issued 12.5 million
shares of our post-split common stock to him and executed a consulting agreement
with him 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.
In connection with the acquisition, Mr. Fewer was appointed as our director in
place of Ms. Maria Fernandes.
We have also completed the purchase of certain equipment used in conjunction
with the production, marketing of AgriBurst from Mr. Moseley. In consideration
of Mr. Moseley transferring title of these assets to us, we issued 5,000,000
post-split shares of our common stock to him. 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.
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 issued 2,500,000 post-split shares of our
common stock to Mr. and Mrs. Fewer. The initial term of the easement is three
years.
8
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 February 28, 2014 or
from our inception on May 19, 2010 to February 28, 2014.
For the three months ended February 28, 2014, we incurred total operating
expenses in the amount of $105,040, which consisted of general and
administration fees of $50,202, consulting fees of $44,000, professional fees of
$9,306, and depreciation expense of $1,532. For the three months ended February
28, 2013, we incurred total operating expenses in the amount of $16,006, which
consisted of $14,006 in general and administrative fees, as well as $2,000 in
professional fees. The increase in total expenses in the current fiscal year is
a result of costs incurred in connection with our acquisition of the Agriburst
assets and our commencement of operations in a new business segment.
For the nine months ended February 28, 2014, we incurred total operating
expenses in the amount of $114,022, which consisted of general and
administration fees of $53,184, consulting fees of $44,000, professional fees of
$15,306, and depreciation expense of $1,532. For the nine months ended February
28, 2013, we incurred total operating expenses in the amount of $42,652, which
consisted of $34,152 in general and administrative fees, as well as $8,500 in
professional fees.
We have incurred total operating expenses in the amount of $181,749 from
inception on May 19, 2010 through February 28, 2014. These operating expenses
consist of $92,597 in general and administrative expenses, $44,000 in consulting
fees, $43,620 in professional fees, and $1,532 in depreciation expense.
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.
LIQUIDITY AND CAPITAL RESOURCES
As at February 28, 2014, we had a cash balance of $30,997.
If additional funds become required, the additional funding will come from
either advances from director or shareholder loans, 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.
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 commercially develop the Agriburst intellectual
property; and
* 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.
9
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
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.
Our recent issuances of unregistered equity securities were disclosed in our
current report on Form 8-K filed with the U.S Securities and Exchange Commission
on February 10, 2014.
10
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None
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.
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.
Date: April 21, 2014
GroGenesis, Inc.
By: /s/ Joseph Fewer
----------------------------------------
Joseph Fewer
Principal Executive Officer
Principal Financial Officer and Director
1