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, 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 [ ] No [X]
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 [ ] No [X]
81,490,000 shares of registrant's common stock, $0.001 par value, were
outstanding at January 9, 2015. Registrant has no other class of common equity.
PART I. FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
GroGenesis, Inc.
November 30, 2014
Index
-----
Balance Sheets............................................................ 3
Statements of Operations.................................................. 4
Statements of Cash Flows.................................................. 5
Notes to the Financial Statements......................................... 6
2
GroGenesis, Inc.
Balance Sheets
(Expressed in US Dollars)
November 30, May 31,
2014 2014
------------ ------------
(Unaudited)
ASSETS
Current Assets
Cash $ 147 $ 12,188
Prepaid expense 14,700 18,900
Amounts receivable -- 19,000
Inventory 5,959 5,407
------------ ------------
Total Current Assets 20,806 55,495
Property, plant and equipment 141,782 159,259
Intangible assets 241,260 241,260
------------ ------------
Total Assets $ 403,848 $ 456,014
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities $ 123,469 $ 115,005
Related party payables 126,611 36,103
Advance 21,750 21,750
------------ ------------
Total Liabilities 271,830 172,858
------------ ------------
Stockholders' Equity
Common stock, 200,000,000 shares authorized, $0.001 par value;
81,490,000 shares and 81,430,000 shares issued and outstanding
as of November 30, 2014 and May 31, 2014, respectively 81,490 81,430
Common stock subscribed -- 21,000
Additional paid-in capital 1,626,540 1,605,600
Deficit (1,576,012) (1,424,874)
------------ ------------
Total Stockholders' Equity 132,018 283,156
------------ ------------
Total Liabilities and Stockholders' Equity $ 403,848 $ 456,014
============ ============
(The accompanying notes are an integral part of these financial statements)
3
GroGenesis, Inc.
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
For the For the For the For the
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
November 30, November 30, November 30, November 30,
2014 2013 2014 2013
------------ ------------ ------------ ------------
Revenue $ -- $ -- $ 29,562 $ --
Cost of Sales (415) -- (7,514) --
------------ ------------ ------------ ------------
Gross Profit (415) -- 22,048 --
------------ ------------ ------------ ------------
Expenses
Commissions -- -- 3,925 --
Consulting fees 37,500 -- 75,000 --
Depreciation 8,738 -- 17,477 --
General and administrative 7,744 2,014 33,414 2,982
Transfer agent and filing fees 1,846 -- 15,077 --
Professional fees 13,200 2,000 28,293 6,000
------------ ------------ ------------ ------------
Total Expenses (69,028) (4,014) (173,186) (8,982)
------------ ------------ ------------ ------------
Net Loss $ (69,443) $ (4,014) $ (151,138) $ (8,982)
============ ============ ============ ============
Net Loss Per Share - Basic and Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
Weighted Average Shares Outstanding 81,490,000 135,000,000 81,487,000 135,000,000
============ ============ ============ ============
(The accompanying notes are an integral part of these financial statements)
4
GroGenesis, Inc.
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
For the For the
Six Months Six Months
Ended Ended
November 30, November 30,
2014 2013
---------- ----------
Cash Flows Used in Operating Activities
Net loss $ (151,138) $ (8,982)
Adjustments to reconcile to net cash
used in operating activities:
Depreciation 17,477 --
Changes in operating assets and liabilities:
Prepaid expenses 4,200 --
Amounts receivable 19,000 --
Inventory (552) --
Accounts payable and accrued liabilities 8,464 1,690
Related party payables 90,508 --
---------- ----------
Net Cash Used In Operating Activities (12,041) (7,292)
---------- ----------
Cash Flows from Financing Activities
Repayment of advances to related parties -- (2,150)
---------- ----------
Net Cash Used In Financing Activities -- (2,150)
---------- ----------
Decrease in Cash (12,041) (9,442)
Cash - Beginning of Period 12,188 9,473
---------- ----------
Cash - End of Period $ 147 $ 31
========== ==========
Supplementary Information:
Interest paid $ -- $ --
========== ==========
Income taxes paid $ -- $ --
========== ==========
(The accompanying notes are an integral part of these financial statements)
5
GroGenesis, Inc.
Notes to the Financial Statements
November 30, 2014
(Unaudited)
Note 1: Nature and Continuance of Operations
GroGenesis, Inc. (the "Company") was incorporated in the state of Nevada on May
19, 2010. 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 "GroGenesis". 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 GroGenesis.
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, 2014 included in the Company's Annual Report on
Form 10-K filed with the Securities and Exchange Commission on October 7, 2014.
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, 2014 are not necessarily
indicative of the results that may be expected for the year ending May 31, 2015.
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 $1,576,012 as at November 30, 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. There is however no assurance that the Company will be able to
raise any additional capital through any type of offering on terms acceptable to
the Company.
Note 4: Property and Equipment
Trade show Manufacturing
booth facility
-------- --------
$ $
Cost:
Balance, May 31, 2014 45,000 124,529
Additions -- --
-------- --------
Balance, August 31, 2014 45,000 124,529
======== ========
Accumulated amortization:
Balance, May 31, 2014 6,611 3,659
Additions 11,250 6,227
-------- --------
Balance, November 30, 2014 17,861 9,886
======== ========
Carrying amounts:
Balance, May 31, 2014 38,389 120,870
-------- --------
Balance, November 30, 2014 27,139 114,643
======== ========
6
GroGenesis, Inc.
Notes to the Financial Statements
November 30, 2014
(Unaudited)
Note 5: Intangible Assets
On September 30, 2014, the Company entered into an asset purchase agreement
(Note 9) whereby the Company issued 12,500,000 shares of restricted common stock
in exchange for intellectual property and related assets necessary for operating
a Plant Surfactant manufacture and sale business. The fair value of the
12,500,000 shares of common stock of $1,342,101 has been recorded as intangible
assets. On May 31, 2014, the Company performed an impairment test on the
intellectual property. The Company recorded impairment of $1,107,101, leaving a
carrying balance of $235,000 as at November 30, 2014, and May 31, 2014.
The following represents changes in gross carrying amount of intangibles as at
November 30, 2014 and May 31, 2014:
Intellectual
Trademark Patent Property
---------- ---------- ----------
$ $ $
Cost:
Balance, May 31, 2014 1,131 5,130 1,342,101
Additions -- -- --
--------- --------- ---------
Balance, November 30, 2014 1,131 5,130 1,342,101
========= ========= =========
Accumulated amortization and impairment:
Balance, May 31, 2014 and November 30, 2014 -- -- 1,107,101
========= ========= =========
Carrying amounts:
Balance, May 31, 2014 1,131 5,130 235,000
========= ========= =========
Balance, November 30, 2014 1,131 5,130 235,000
========= ========= =========
Note 6: Advance
As at November 30, 2014 the Company owed $21,750 (May 31, 2014 - $21,750) to an
associate of the Company's management. The advance is unsecured, payable on
demand and non-interest bearing.
Note 7: Related Parties
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. During the six months ended November 30, 2014, the
Company recorded $15,000 of consulting fees for services provided by the COO. As
at November 30, 2014, the Company owes the COO of the Company $22,500 (May 31,
2014 - $7,500), which is unsecured, non-interest bearing and due on demand.
On June 1, 2014, the Company entered into a Consulting Agreement with the
Company's Chief Financial Officer (the "CFO") whereby the Company agreed to pay
the CFO $2,500 per month. During the six months ended November 30, 2014, the
Company recorded $15,000 of consulting fees for services provided by the CFO. As
at November 30, 2014, the Company owes the CFO of the Company $15,000 (May 31,
2014 - $nil), which is unsecured, non-interest bearing and due on demand.
During the six months ended November 30, 2014, the Vice President of Sales and
Manufacturing ("VPSM") paid for expenses on behalf of the Company and collected
revenue on sales on behalf of the Company. As at November 30, 2014, the Company
owes the VPSM of the Company $42,396 (May 31, 2014 - $12,605), which is
unsecured, non-interest bearing and due on demand.
As at November 30, 2014, the Company owes the President of the Company $15,998
(May 31, 2014 - $15,998) for general and administration expenses and travel
expenses paid on behalf of the Company. The amount is unsecured, non-interest
bearing and due on demand.
As at November 30, 2014, the Company owes the wife of the President of the
Company $991 (May 31, 2014 - $nil) for advances made to the Company. The amount
is unsecured, non-interest bearing and due on demand.
The Company's manufacturing facility was leased under a 1-year rental agreement
at the rate of $800 per month, which lease term expired on May 22, 2014. The
lease continues on a month-to-month basis thereafter until terminated by either
party on written notice.
During the period ended November 30, 2014, the Company received loans of $29,726
from two shareholders. These amounts are unsecured, non-interest bearing and
have no fixed terms of repayment.
7
GroGenesis, Inc.
Notes to the Financial Statements
November 30, 2014
(Unaudited)
Note 8: Capital Stock
On June 30, 2014, the Company completed a private placement consisting of 60,000
shares of common stock at a price of $0.35 per share for total proceeds of
$21,000, which was received prior to May 31, 2014.
Note 9: 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 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. As at
November 30, 2014, the Company had not incorporated a wholly-owned subsidiary.
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 closed
on February 7, 2014. In consideration, the Company issued 5,000,000 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 shares of
restricted common stock with a fair value of $25,200, which was recognized as a
prepaid expense and is being amortized over the 3 year term. During the six
months ended November 30, 2014, the Company has recognized $4,200 (2013 -
$2,100) as rent expense leaving a balance of $14,700 (May 31, 2014 - $18,900)
remaining in prepaid expense.
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 effective January 1, 2014.
On June 1, 2014, the Company entered into a Consulting Agreement with the
Company's Chief Financial Officer (the "CFO") whereby the Company agreed to pay
the CFO $2,500 per month.
8
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 November 30, 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
We are an operating company in the agricultural and environmental sectors
through our ownership, manufacture, and sale of a natural blend of plant
extracts that is used as a liquid plant growth enhancer, known as Agraburst crop
surfactant formula SURF0107 ("Agraburst"). 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. We commenced business in this
sector in February 2014.
Agraburst is designed to work as a cation exchange stimulant that penetrates
plant foliage and roots in order to enhance photosynthesis and higher brix
levels. The brix level is the percentage of solids, particularly sugar and
minerals, present in the plant. A high brix level is an indication that the
plant has been grown with sufficient nutrients and water. Minute particles in
Agraburst increase the speed of nutrient transport within a plant and can carry
other blended products into plant leaves.
The small particles within Agraburst have very close to a neutral electrical
charge, which allows them to form light bonds with the hydrogen atoms in water,
which results in a reduction in water's natural surface tension. As a result,
Agraburst acts akin to a lubricant that keeps water flowing and transporting
nutrients within a plant with little resistance. This promotes higher efficiency
of water and nutrient uptake in a plant. The resulting higher brix level in the
plant better enables it to resist disease, insects, drought, and cold weather.
It is also linked to better tasting food crops.
To date, Agraburst and predecessor product formulations have been sold to a
small group of farming clients and tested in a variety of case studies that has
resulted, amongst other benefits, in increased yield for corn, soybean, tobacco,
canola, alfalfa, wheat, cabbage, cotton, corn silage, hay, tomatoes, and beans.
PLAN OF OPERATION
Our plan of operation for the twelve month period following the date of this
report is to establish facilities for the commercial manufacture of Agraburst,
enter into distribution arrangements for the sale of Agraburst, and retain a
sales force necessary for the direct marketing of Agraburst to commercial
farmers in the United States and Canada.
We expect to incur the following costs in the next 12 months in connection with
our goals:
Manufacturing facilities and equipment costs: $ 500,000
Sales and Marketing $ 350,000
Product manufacturing costs: $ 250,000
Consulting and distribution costs: $ 200,000
Wages for sales force: $ 150,000
General and administrative costs: $ 50,000
----------
Total: $1,500,000
==========
Total expenditures over the next 12 months are therefore expected to be
approximately $1,500,000. Our ability to meet these objectives will be dependent
on our ability to generate revenue from operations and to raise sufficient
additional capital to expand operations. If we are unable to generate sufficient
revenue or raise financing as required, we will delay our establishment and
expansion of operations as necessary.
9
RESULTS OF OPERATIONS
THREE-MONTH PERIOD ENDED NOVEMBER 30, 2014
We did not earn any revenue from operations during the three months ended
November 30, 2014. Our cost of sales for the period was $415 resulting in a
gross loss from operations of $415.
For the three months ended November 30, 2014, we incurred total operating
expenses in the amount of $69,028, which consisted of consulting fees of
$37,500, professional fees of $13,200, depreciation expense of $8,738, general
and administration fees of $7,744, and transfer agent and filing fees of $1,846,
and. This resulted in a net loss of $69,443 for the period.
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.
SIX-MONTH PERIOD ENDED NOVEMBER 30, 2014
We earned $29,562 in revenue during the six months ended November 30, 2014. Our
cost of sales for the period was $7,514 resulting in gross profit from
operations of $22,048.
For the six months ended November 30, 2014, we incurred total operating expenses
in the amount of $173,186, which consisted of consulting fees of $75,000,
general and administration fees of $33,414, professional fees of $28,293,
depreciation expense of $17,477, transfer agent and filing fees of $15,077, and
commissions of $3,925. This resulted in a net loss of $151,138 for the period.
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 November 30, 2014, we had a cash balance of $147 and total current assets
of $20,806.
As additional funds become required, we anticipate that this 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 Agraburst intellectual
property; and
* being able to generate sufficient sales of Agraburst 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, 2014 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.
10
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
Based on our evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that our internal controls over financial reporting were not effective
as of November 30, 2014 and were subject to material weaknesses.
A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the company's annual or interim
financial statements will not be prevented or detected on a timely basis. We
have identified the following material weaknesses in our internal control over
financial reporting using the criteria established in the COSO:
1. Failing to have an audit committee or other independent committee that
is independent of management to assess internal control over financial
reporting; and
2. Failing to have a director that qualifies as an audit committee
financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. In addition, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions and that the
degree of compliance with the policies or procedures may deteriorate.
This annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Our internal control over financial reporting was not subject to
attestation by our independent registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management's report in
this annual report.
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.
11
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
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit
Number Description of Exhibit
------ ----------------------
31.1 Certification of Principal Executive Officer pursuant to 18
U.S.C.ss.1350, as adopted pursuant toss.302 of the Sarbanes-Oxley Act
of 2002.
31.2 Certification of Principal Financial Officer pursuant to 18 U.S.C.ss.
1350, as adopted pursuant to ss. 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Principal Executive Officer pursuant to 18
U.S.C.ss.1350, as adopted pursuant toss.906 of the Sarbanes-Oxley Act
of 2002.
32.2 Certification of Principal Financial Officer pursuant to 18 U.S.C. ss.
1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002.
101 Interactive data files pursuant to Rule 405 of Regulation S-T.
12
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: January 9, 2015
GROGENESIS, INC.
By: /s/ Joseph Fewer
---------------------------------
Joseph Fewer
Principal Executive Officer
By: /s/ Ron Evinou
---------------------------------
Ron Evinou
Principal Financial Officer
1
