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EX-32 - GroGenesis, Inc.ex32-1.txt
EX-31 - GroGenesis, Inc.ex31-1.txt

                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