UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~August 258, 2017

GROW SOLUTIONS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-29301		87-0575118
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1111 Broadway - Suite 406

Denver, CO 80203

(Address of principal executive offices)

(~~646~~720) ~~863~~350-~~6341~~4605

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1 4.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement.~~Accountant

On August ~~May 25~~8, 2017 ~~(the (“Issuance Date”)~~, Grow Solutions Holdings, Inc., a Nevada corporation (the “Company”), ~~issued~~accepted athe ~~Promissory~~resignation ~~Note~~of toKLJ & anAssociates ~~investor (the~~LLP (“~~Lender~~KLJ”) inas the ~~principal~~Company’s ~~amount~~independent registered public accounting firm, effective as of such ~~$100~~date. Effective as of August 8,~~000~~ (2017, the Company approved the engagement of Sadler, Gibb & Associates, LLC (“~~Note~~Sadler”). as ~~The~~the Company’s ~~received~~new ~~$100,000~~independent inregistered ~~net~~public ~~proceeds from~~accounting firm to audit the ~~sale~~Company’s offinancial statements for the ~~Note~~fiscal year ending December 31, 2017.

~~The~~During the ~~Note~~Company’s isfiscal ~~due~~years onended ~~demand~~December ~~180~~31, ~~days~~2015 ~~from the~~and ~~Issuance~~2016, ~~Date~~and (the ~~“Maturity~~subsequent ~~Date”).~~interim ~~Payment~~period bythrough the ~~Company~~date toof ~~Lender~~resignation (August ~~under~~8, ~~the~~2017), ~~terms~~there ofwere ~~the~~no ~~Note~~“disagreements,” ~~may~~as bedefined ~~made~~ in ~~either~~ ~~cash~~Item or304(a)(1)(iv) ~~common stock~~ of ~~the~~Regulation ~~Company~~S-K, atwith ~~the~~KLJ ~~option~~on any matter of ~~the~~accounting ~~Lender.~~principles Inor ~~the~~practices, ~~event~~financial ~~the~~statement ~~Company~~disclosure, ~~repays~~or ~~the~~auditing ~~Note~~scope inor ~~common~~procedure, ~~stock~~which disagreements, ~~such~~if ~~common~~not ~~stock~~resolved ~~will~~to bethe ~~issued~~satisfaction atof aKLJ, ~~price~~would ~~equal~~have caused it to make reference to the ~~closing~~subject ~~price~~matter of the ~~Company’s~~disagreements in ~~common~~connection ~~stock~~with onits ~~the~~report. ~~Maturity~~None ~~Date (~~of the “~~Conversion~~reportable ~~Price~~events”). ~~The~~set ~~Note~~forth ~~bears~~in ~~interest~~Item at 304(a)(1)(v) ~~rate~~ of ~~fifteen~~Regulation S-K ~~percent~~occurred ~~(15%)~~during ~~per~~the ~~annum,~~period toin bewhich ~~accrued~~KLJ ~~through~~ served as the ~~Maturity~~Company’s ~~Date~~principal independent accountants. ~~Interest~~None ~~may~~of beKLJ’s audit ~~paid~~reports inon ~~cash~~the orCompany’s ~~common~~consolidated ~~stock~~financial statements as of and for the ~~Company~~fiscal atyears ~~the~~ended ~~option~~December 31, 2015 and 2016 contained an adverse opinion or a disclaimer of ~~the~~opinion ~~Lender~~and onnone ~~the~~were ~~Maturity~~qualified ~~Date~~or modified as to uncertainty, audit atscope ~~the~~or ~~Conversion~~accounting ~~Price~~principles.

~~Additionally,~~In ~~the~~accordance ~~Company~~with ~~will~~Item ~~issue the~~304(a)(3) ~~Lender shares~~ of ~~common~~Regulation S-K, ~~stock~~the inCompany anprovided ~~amount~~KLJ ~~equal~~with toa ~~thirty~~copy ~~three percent (33%)~~ of ~~the~~this ~~outstanding~~disclosure ~~balance~~and ofrequested ~~principal~~that ~~and interest~~KLJ ~~under~~furnish ~~the~~it ~~Note~~with ona ~~the~~letter ~~Maturity~~addressed ~~Date~~to (the ~~“Issuance”)~~U.S. Securities ~~The~~and ~~Issuance~~Exchange ofCommission ~~the~~stating ~~Company’s~~whether ~~common~~KLJ ~~stock~~agrees to with the ~~Lender~~above ~~shall~~statements, beand atif not, stating the ~~Conversion~~respects ~~Price~~in onwhich it ~~the~~does ~~Maturity~~not ~~Date~~agree. ~~The~~A ~~Company~~copy ~~shall~~of ~~deliver~~KLJ’s ~~the~~letter ~~shares~~dated as of ~~common~~August ~~stock~~11, to2017, ~~the~~is ~~Lender within~~filed ~~ten~~as ~~days~~Exhibit ~~after~~16.1 ~~the Maturity Date~~hereto.

~~Upon~~During the ~~occurrence~~Company’s offiscal ~~an Event~~years ofended ~~Default~~December ~~(as~~31, ~~defined~~2016 inand ~~the Note)~~2015, and the ~~Lender~~subsequent ~~shall~~interim ~~provide~~period ~~the~~through ~~Company~~August ~~notice~~8, of2017, ~~such~~the ~~occurrence,~~Company athas ~~which~~not ~~time~~consulted ~~the~~with ~~Company~~Sadler ~~will~~regarding: ~~have five~~ (5i) ~~business~~the ~~days~~application ~~from receipt~~ of ~~such~~accounting ~~notice~~principles to ~~pay~~a ~~the~~specified ~~outstanding principal amount of the Note~~transaction, ~~with~~ ~~any~~either ~~unpaid~~completed ~~interest~~or ~~thereof~~proposed, inor ~~full. In~~ the type ~~event~~of ~~full~~audit ~~payment~~opinion isthat ~~not~~might ~~made~~be ~~upon~~rendered ~~the~~on ~~expiry of~~ the ~~five~~Company's ~~(5)~~financial ~~day period~~statements, ~~here~~and isSadler ~~a default~~did ~~penalty~~not ~~equal~~provide toeither ~~two~~a ~~percent~~written report ~~(2%)~~or oforal ~~the~~advice ~~principal~~to ~~amount per month during~~ the ~~period~~Company ofthat ~~default (the~~was ~~“Default~~an ~~Penalty”).~~important ~~Lender~~factor ~~may~~considered ~~then,~~by atthe ~~its~~Company ~~sole~~in ~~discretion~~reaching ~~declare~~a ~~the~~decision ~~entire~~as ~~then~~to ~~outstanding~~any ~~principal~~accounting, ~~amount~~auditing, ofor ~~this~~financial ~~Note~~reporting ~~together~~issue; ~~with~~or ~~any~~(ii) ~~unpaid interest and~~ the ~~Default~~subject ~~Penalty~~of ~~immediately~~any ~~due~~“disagreement,” ~~and~~as ~~payable,~~defined in ~~which~~Item ~~event the~~304(a)(1)(iv) ~~Lender~~of ~~may~~Regulation S-K, ator ~~its~~a ~~sole~~“reportable ~~discretion~~event” ~~take~~within ~~any~~the ~~action~~meaning itset ~~deems~~forth ~~necessary~~in toItem ~~recover~~304(a)(1)(v) ~~amounts~~of ~~due~~Regulation ~~under this Note~~S-K.

The foregoing descriptions of the Note do not purport to be complete and is subject to, and qualified in its entirety by the Note, a copy of which is attached hereto as Exhibit 4.1, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 1.01 above is hereby incorporated by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Item 1.01 above is hereby incorporated by reference.

The Note was not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Note qualified for exemption under Section 4(a)(2) of the Securities Act since the issuance of the Note by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(a)(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, the holder of the Note had the necessary investment intent as required by Section 4(a)(2) of the Securities Act as the investor agreed to and received the Note bearing a legend stating that such Note is restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that the Note would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.

Item 3.03 Material Modification to Rights of Security Holders.

On June 7, 2017, the Company filed an amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of the State of Nevada, which, among other things, established the designation, powers, rights, privileges, preferences and restrictions of the Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”).

Among other provisions, each one (1) share of the Series A Preferred Stock shall have voting rights equal to (x) 0.019607 multiplied by the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote (the “Numerator”), divided by (y) 0.49, minus (z) the Numerator. For purposes of illustration only, if the total issued and outstanding shares of common stock of the Company eligible to vote at the time of the respective vote is 5,000,000, the voting rights of one share of the Series A Preferred Stock shall be equal to 102,036 (0.019607 x 5,000,000) / 0.49) – (0.019607 x 5,000,000) = 102,036).

Fifty-one (51) shares of Series A Preferred Stock were authorized and fifty-one (51) shares of Series A Preferred Stock were issued to Grow Solutions Holdings, LLC, a Colorado limited liability company (the “LLC”) controlled equally by each member of the Board of Directors of the Company (the “Board”).

The Series A Preferred Stock has no dividend rights, no liquidation rights and no redemption rights, and was created primarily to be able to obtain a quorum and conduct business at shareholder meetings. All shares of the Series A Preferred Stock shall rank (i) senior to the Company’s common stock and any other class or series of capital stock of the Company hereafter created, (ii) pari passu with any class or series of capital stock of the Company hereafter created and specifically ranking, by its terms, on par with the Series A Preferred Stock and (iii) junior to any class or series of capital stock of the Company hereafter created specifically ranking, by its terms, senior to the Series A Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

Additionally, all of the issued and outstanding shares of Series A Preferred Stock will be forfeited and canceled by the LLC upon the earlier of (i) the Company closing a financing transaction whereby it receives an investment in an amount equal to at least $3,000,000, or (ii) twenty four (24) months from the filing date of the Amendment in the State of Nevada (the “Holding Period”), unless such Holding Period is extended by a majority vote of the Board.

The foregoing descriptions of the Amendment and the Series A Preferred Stock designations do not purport to be complete and are subject to, and qualified in its entirety by, the Amendment, a copy of which is attached hereto as Exhibit 3.1, and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Item 3.03 is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1*		Amendment to Articles of Incorporation, filed June 7, 2017
16.1		Letter From KLJ & Associates LLP, dated August 11, 2017
4.1*		Promissory Note dated May 25, 2017

* Filed herewith2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	GROW SOLUTIONS HOLDINGS, INC.
Date: June 13, 2017	By:	/s/ Jeffrey Beverly
Date: August 18, 2017	By:	/s/ Jeffrey Beverly
	Name:	Jeffrey Beverly
	Title:	President

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