UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: May 31, ~~2016~~2017

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________________ to __________________________

Commission file number 333-168337

[grog_10k001.jpg]

GROGENESIS, INC.

(Exact name of registrant as specified in its charter)


Nevada	42-1771870
State or other jurisdiction	(I.R.S. Employer
of incorporation or organization	Identification No.)

101 S. Reid Street, Suite 307, Sioux Falls, SD 57103

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (605) 836-3100

N/A

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Name of each exchange on which registered
None	N/A

Securities registered pursuant to section 12(g) of the Act:

Shares of common stock with a par value of $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark 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 (§ 232.405 of this chapter) 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated file [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) ~~Smaller~~Emerging ~~reporting~~growth company [X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $610,~~683~~750,~~181~~240

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 9199,~~293~~303,178 shares of common stock as of August 2928, ~~2016~~2017.

DOCUMENTS INCORPORATED BY REFERENCE

None.

2ii

TABLE OF CONTENTS

	Page
PART I	1
PART I	4
ITEM 1. BUSINESS	1
ITEM 1. BUSINESS	4
ITEM 1B. UNRESOLVED STAFF COMMENTS	16
ITEM 1A. RISK FACTORS	9
ITEM 2. PROPERTIES	16
ITEM 1B. UNRESOLVED STAFF COMMENTS	17
ITEM 3. LEGAL PROCEEDINGS	16
ITEM 2. PROPERTIES	17
ITEM 4. MINE SAFETY DISCLOSURES	16
ITEM 3. LEGAL PROCEEDINGS	17
PART II	17
ITEM 4. MINE SAFETY DISCLOSURES	17
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	17
PART II	18
ITEM 6. SELECTED FINANCIAL DATA	22
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	18
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
ITEM 6. SELECTED FINANCIAL DATA	19
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	28
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	29
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	29
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	25
ITEM 9A. CONTROLS AND PROCEDURES	29
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	25
ITEM 9B. OTHER INFORMATION	31
ITEM 9A. CONTROLS AND PROCEDURES	26
PART III	32
ITEM 9B. OTHER INFORMATION	27
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	32
PART III	28
ITEM 11. EXECUTIVE COMPENSATION
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	28
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	40
ITEM 11. EXECUTIVE COMPENSATION	33
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	42
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	36
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	43
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	37
PART IV	45
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	39
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	45
PART IV	40
SIGNATURES	46
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	40

3iii

PART I

ITEM 1. BUSINESS

As used in this Annual Report on Form 10-K and unless otherwise indicated, the terms “we,” “us,” “our,” or the “Company” refer to GroGenesis, Inc. Unless otherwise specified, all dollar amounts are expressed in United States dollars.

Forward-Looking Statements

This Annual Report on Form 10-K includes a number of forward-looking statements that reflect management's current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates.” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Those statements include statements regarding the intent, belief or current expectations of us and members of our management team as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in this Annual Report on Form 10-K for the fiscal year ended May 31, ~~2016~~2017, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

substantial doubt about our ability to continue as a going concern;

our ability to obtain additional financing on terms that are acceptable to us or at all;

our ability to successfully commercialize our ~~operations~~product to ~~produce~~increase asales ~~market-ready~~so ~~product~~that inwe aare ~~timely~~operationally ~~manner and in enough quantity~~profitable;

absence of contracts with customers or suppliers;

our ability to maintain and develop relationships with customers and suppliers;

the impact of competitive products and pricing or our ability to maintain pricing;

our ability to successfully acquire, develop or commercialize new products;

our expectation that the demand for our products services will eventually increase;

federal legislation and state legislative and regulatory initiatives relating to the agricultural industry;

supply constraints or difficulties;

general economic and business conditions;

our ability to successfully recruit and retain qualified personnel in order to continue our operations; and

our ability to successfully implement our business plan.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the U.S. Securities and Exchange Commission (“SEC”). We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

4As used in this Annual Report on Form 10-K and unless otherwise indicated, the terms “we,” “us,” “our,” or the “Company” refer to GroGenesis, Inc. and our majority-owned subsidiary, American Water Sanitation, LLC. Unless otherwise specified, all dollar amounts are expressed in United States dollars.

Corporate History and Overview

We were incorporated pursuant to the laws of Nevada on May 19, 2010 under the name Lisboa Leisure, Inc. On October 18, 2013, we amended our articles of incorporation in order to change our name to GroGenesis, Inc. and to affect a forward split of our issued and outstanding shares of common stock such that every one share of common stock issued and outstanding prior to the split be exchanged for 25 post-split shares of common stock and that the Company's post-forward split authorized capital consisted of 200,000,000 shares of common stock with a par value of $0.001. The name change and split were conditions precedent to our asset acquisition agreements with Joseph Fewer of Aylmer, Ontario and Steven Moseley of Paris, Tennessee, whereby we agreed to purchase certain assets necessary for the operation of a plant growth surfactant manufacture and sales business.

On September 9, 2013, we entered into an asset purchase agreement with Joseph Fewer and Stephen Moseley, whereby we agreed to acquire all rights, title, and interest in and to the assets relating to our initial product, AgraBurst™, (the “APA”). In consideration of Joseph Fewer selling the intellectual property comprising AgraBurst™ to us, including the technology described in the United States provisional patent application number 61/897,584 - "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, we issued to Mr. Fewer 12,500,000 post forward-split common shares in our capital. The APA also required that we complete a forward split of our common stock such that 25 new shares of common stock are exchanged for each currently issued share of common stock outstanding, and that 74,000,000 shares of post-forward-split common stock held by our former president be returned to treasury. We completed this forward-split on November 1, 2013.

During our fiscal ~~year~~years ending May 31, 2017 and 2016, we developed further enhancements to our AgraBurst™ formula to make it an all-natural, premium organic, non-GMO nano-surfactant for farmers, fertilizer manufacturers and commercial lawn and turf companies. AgraBurst PRO™ is an agricultural input which we believe enhances the ability of the plant to more efficiently use the added nutrients incorporated in fertilizers, which results in less fertilizer required. We believe the application of AgraBurst PRO™ can begin the process of improving the health of the soil while minimizing the use of conventional chemical agricultural inputs.

Throughout this Annual Report, AgraBurst PRO™ shall be referred to as AgraBurst PRO™ or the “Product”.

Business Description

We are a sustainable agricultural services enterprise offering food growers and turf producers an organic, nano-surfactant that enhances soil and crop health. Our flagship product, AgraBurst PRO™, is a proprietary, all-natural, non-GMO agricultural input which improves the ability of the plant (crop, turf, tree, vine etc.) to enhance the efficient access of added nutrients incorporated in fertilizers, resulting in less fertilizer needed as well as improved water retention in soil. By optimizing the plant's uptake of applied pest and weed controls and fertilizers, producers can minimize other input costs while reducing the health risk to farm workers due to its non-toxic properties. AgraBurst PRO™ (the “Product”) is formulated for organic and non-GMO producers and those food growers seeking to convert to non-GMO and organic food production. We believe the application of our Product can begin the process of improving the health of the soil while reducing the use of conventional chemical agricultural inputs. Our strategy is to capitalize on the convergence of consumer demand, retailer demand/compliance and legislative drive toward environmental responsibility.

Our Product

AgraBurst PRO™ is a specialized proprietary, premium organic, nano-surfactant, non-ionic (neutral charge) formulation of high quality food-grade ingredients with beneficial soil health and plant stimulant properties with significant potential to increase yields. It acts as an environmentally -safe additive to producers' spray solution that enhances delivery and absorption activity in both soil and plant tissue by reducing the surface tension between the spray droplet and leaf surface, creating an adhesive liquid bond. The spray droplets spread across the leaf surface thereby increasing the coverage area and plant exposure, resulting in the spray droplets sticking to the leaf surface where absorption is maximized instead of running off the leaf surface. The Product enables the spray droplet to penetrate the leaf’s surface barrier (a waxy layer known as the “cuticle”) to improve absorption into the plant’s tissue and more effectively deliver the most efficient and recognizable form of nutrient, fertilizer and microbiology solutions. AgraBurst PRO™ creates a Cationic Exchange Capacity (CEC) substrate, so that positively charged nutrients are held within the soil and not leached away, ~~thereby~~and reducing the amount of fertilizer needed.

5Our Product performs as a purified and activated organic matter carbon source and serves as an ideal additive to improve and accelerate the performance of all fertilizer programs. It is non-toxic, completely biodegradable and, unlike synthetic chemicals or petroleum-based surfactants, will not bio-accumulate in the environment and tie up fertilizers and other valuable trace elements. By decreasing water evaporation from the soil and increasing water retention, the Product renders plants to be more drought-resistant by developing stronger roots which are more able to withstand adverse weather conditions (wind and drought) and reach nutrients and water not available near the surface of the soil.

~~Our~~The Product ~~performs~~also asconverts asustained ~~purified~~plant ~~and~~energy ~~activated~~into ~~organic~~having ~~matter~~a ~~carbon~~higher ~~source~~sugar ~~and~~holding ~~serves~~capacity by acting as an ~~ideal~~organic ~~additive~~electrolyte. It tonot ~~improve~~only increases the plant’s oxygen uptake capacity and ~~accelerate~~nutrient ~~the~~conversion ~~performance~~through ofphotosynthesis ~~all~~by ~~fertilizer~~improving ~~programs. It~~chlorophyll isproduction ~~non-toxic,~~resulting ~~completely~~in ~~biodegradable~~greener and healthier leaves, ~~unlike~~but ~~synthetic~~also ~~chemicals~~increases orthe ~~petroleum~~stomata ~~based~~(root) ~~surfactants~~opening and transpiration (sweating), ~~will~~which ~~not~~is ~~bio~~the primary nutrient exchange for soil microbiology which results in plants being fed more efficiently. The foliar nano-~~accumulate~~surfactant improves the plant’s enzymatic processes, resulting in the ~~environment~~stimulation ~~and~~of ~~tie~~the upplant’s ~~fertilizers~~immune ~~and~~system, ~~other~~reducing ~~valuable~~the ~~trace~~need ~~elements~~for pest and fungicide control application. ByThe ~~decreasing~~plant’s ~~water~~natural ~~evaporation~~oils ~~from~~in the ~~soil~~formulation byprotect ~~providing~~from ~~superior~~infection ~~water,~~and ~~the~~deter ~~Product~~pests ~~renders~~and ~~plants~~fungus. Significantly tofor bethe ~~more~~enhancement ~~drought-resistant~~of bysoil ~~developing~~health, ~~stronger~~AgraBurst ~~roots~~PRO™ ~~which~~also ~~are~~stimulates ~~more~~microbial ~~able~~activity in the soil to ~~withstand~~de-compact ~~adverse~~soil ~~weather~~with ~~conditions~~the ~~(wind~~natural ~~and~~plant ~~drought)~~extracts ~~and~~that ~~reach~~provide ~~nutrients~~vital ~~and~~trace ~~water~~elements ~~not~~and ~~available~~minerals ~~near~~which ~~the~~nutritionally ~~surface~~supplement ofboth the plant and soil microorganisms.

The Product also converts sustained plant energy into having a higher sugar holding capacity by acting as an organic electrolyte. It not only increases the plant’s oxygen uptake capacity and nutrient conversion through photosynthesis by improving chlorophyll production resulting in greener and healthier leaves, but also increases the stomata (root) opening and transpiration (sweating), which is the primary nutrient exchange for soil microbiology which results in plants being fed more efficiently. The foliar nano-surfactant improves the plant’s enzymatic processes, resulting in the stimulation of the plant’s immune system, thereby reducing the need for pest and fungicide control application. The plant oils in the formulation protect from infection and naturally deter pests and fungus. Significantly for the enhancement of soil health, AgraBurst PRO™ also stimulates microbial activity in the soil to de-compact soil with the natural plant extracts that provide vital trace elements and minerals which nutritionally supplement both the plant and soil microorganisms.

Agricultural Nano-Surfactant Industry

The agricultural nano-surfactant category is in its relative infancy but, due to impressive results in the field, the sector is beginning to attract more investment in research. Management believes that, as the full potential of organic nano-surfactants are realized by users, optimizing nutrient uptake by plants and increasing crop ~~yield~~yields, a rapidly growing market will develop in the agricultural industry. We ~~belive~~believe that this relatively new agricultural nano-surfactant sector is promising, ~~and~~ largely untapped, ~~with~~and currently has few competitors focused on penetrating ~~this~~the sustainable agriculture market.

Our Product targets the organic and non-GMO food production sector, but a growing market is conventional food growers who are seeking to convert to non-GMO and organic food production. With the advent of GMO labeling legislation, it is expected that consumer and the farming sector’s interest in sustainable farming alternatives will continue to increase in the foreseeable future. Our mission is to utilize our sustainable solutions to capitalize on this convergence of consumer demand, retailer demand/compliance and legislative drive toward environmental responsibility.

Another very large market is farmers that are still using chemical fertilizers and have not made the decision to transition to non-GMO and organic food production, but are motivated to begin to restrict their chemical inputs and increase their crop yields. Field testing with the Product conducted in South America and South East Asia have recorded economically relevant increases in crop production. Although management cannot be certain, that in all cases, a significant increase in yield will occur with the Product due to other variables such as original soil condition, groundwater quality, weather and pest infestations, field testing has indicated that crop production is usually enhanced.

In 2014, the United States had 14,093 organic farms producing $5.5 billion in organic products with a continuing trend of substantial growth. Of the $5.5 billion in 2014 organic sales, 60% was organic crop sales, an increase of 69% from 2008 to 2014. The market for conventional farmers transitioning to an organic/non-GMO food production model has also been experiencing rapid growth. According to a study by Clive James in 2015, the global area of GMO crops as measured by hectares declined from 2014 to 2015, the first decline since 1996.

We intend to pursue another promising market for AgraBurst PRO™, which is the turf grower and maintenance market. Groundskeepers for stadiums, parks, golf courses and individual lawns have been challenged for years to ensure that the grass/turf they were maintaining looked healthy and green by heavy use of fertilizers and weed control. In the field, users have noted how rapidly our Product enhances the color and quality of lawns and grounds while reducing the need for the heavy use of fertilizers and herbicides. We believe that the well-documented concern of fertilizer runoff into streams and ponds, oftentimes resulting in algae blooms in standing water, has provided us with a ~~potential~~significant market for additional sales. Additionally, the turf market in the United States is a twelve-month selling season.

Product Safety

AgraBurst PRO™ is formulated with natural refined extracts that originate from tree oils and plants and are considered environmentally -friendly and organic. AgraBurst PRO™ is free of genetically modified organisms (GMO).

Market for Our Product

As consumers become increasingly concerned over the use of chemical pesticides and fertilizers on food crops, the infiltration of harmful crop additives in soil and water supplies, and the availability of food products at reasonable prices, there is growing pressure on global farmers to provide safe food products for consumption without causing undue environmental harm. Consumer demand for organic and non-GMO food has been increasing year-to-year, with consumer concern enshrined in recent GMO-labeling laws. With the willingness by consumers to pay premium prices for healthy food, food producers, depending upon their current operations, are increasingly interested in minimizing or eliminating the use of chemical inputs, maintaining their current organic and non-GMO production model or transitioning from ~~convention~~conventional GMO food production to organic and/or non-GMO production.

Our Product provides a sustainable solution to maximizing fertilizer, and insect and fungus control inputs for a broad market of crops including coffee plants, rice, palms, cassava, sugar cane, bananas, wheat, corn, tobacco, fruit trees, vineyards, leafy vegetables, corn, wheat, potatoes, turf/sod, citrus trees, sorghum (and other silage) and ornamentals.

Our Product is targeted at three broad target markets as follows:

Farmers growing produce organically and non-GMO;

Farmers growing produce conventionally (using chemical fertilizers, pesticides and herbicides) desiring the optimal uptake of all applied inputs to the plant and increased crop yield; and

Farmers interested in converting from conventional GMO food production to organic and/or non-GMO food production.

We envision our initial prime markets to be human food and silage producers, fruit tree (including citrus tree growers), vineyard growers and sod and turf growers and groundskeepers.

International Markets

We plan to operate both domestically and internationally. We currently ~~are~~have inestablished ~~the~~distributor ~~process of building~~ relationships, ~~which involve agricultural testing of our Product with a number of international agricultural distributors~~ in the ~~countries~~following of Cuba, Columbia, Mexico, and Myanmar. Finalized distribution agreements may include multiple countries in a region depending upon the specific distributor’s market, experience and operational expertise.territories:


Distributor	Territory
GroGenesis Caribbean Solutions, Inc.	Cuba, Anguilla, Antigua and Barbuda, Aruba, Barbados, Belize, British Virgin Islands, Cayman Islands, Dominica, Dominican Republic, Grenada, Guadeloupe, Haiti, Honduras, Jamaica, Martinique, Montserrat, Puerto Rico, Saint Barthélemy, Saint Kitts and Nevis, Saint Lucia, Saint Martin / St Maarten, Saint Vincent and the Grenadines, Suriname, Guyana, Trinidad and Tobago and the United States Virgin Islands

Vita Agro S.A.S.	Central Ameerica (Guatemala, Nicaragua, Honduras, El Salvador, Costa Rica and Panamá) and South America (Colombia, Venezuela, Ecuador, Perú, Chile, Paraguay, Bolivia, Argentina and Uruguay)

JAK International	Bangladesh

In addition, we are in the process of building relationships, which involve agricultural testing of our Product with other international agricultural distributors in the countries of Cuba, Myanmar and Cambodia, Vietnam, Laos and Sri Lanka. Finalized distribution agreements may include multiple countries in a region depending upon the specific distributor’s market, experience and operational expertise.

Competition

Because the agricultural nano-surfactant is a nascent industry, there are no ~~established~~dominant, large competitors focused on the sector. However, our ability to market our Products in North America may be adversely impacted by the fragmented and competitive nature of the agriculture fertilizer and fertilizer enhancement industry. The sector includes large companies that produce fertilizers in massive quantities, as well as small, boutique manufacturers that produce fertilizers and growth enhancement products in small batches.

While the principal competitive factors in the sale of fertilizer enhancement products are crop output and product safety, pricing and availability of the product and geographic coverage are also critical. Most of our competitors have an established market for their products and greater financial resources and may be better able to withstand sales or price decreases. We also expect to face competition from new market entrants on an ongoing basis. We may be unable to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations. Well -established and well-known companies such as Syngenta, Bayer CropScience, BASF, Dow AgroSciences, Monsanto, DuPont, Makhteshim Agan, Nufarm, Sumitomo Chemical, and FMC service the crop protection sector with traditional agrochemicals, but could be considered indirect competitors.

Sales and Marketing

Our marketing strategy is to demonstrate to our potential end-use customers, principally commercial farmers and turf groundskeepers, that our Product will increase their agricultural output and enhance the health of their soil. We intend to prove these results through a combination of independent product testing through scientific trials and by providing farmers with our Product on a trial basis. We expect that our marketing strategy will be most successful if farmers are able to realize improvements in crop quality, crop yield and soil health.

We intend to sell our Product through distribution arrangements with independent agricultural input distributors. We are subject to the risk that large, high-profile, distributors could exert substantial pressure on us due to their size and the small contribution that our products would likely have to their financial success. Because of this difference in market influence, such distributors could have leverage over the pricing and promotion of AgraBurst PRO™.

We hope to enter into agreements with both national and international distributors, though there is no guarantee that we will be successful in reaching such arrangements. Although there are no plans to bring distribution services in -house, in the event we change plans and decide to directly control product distribution, we will incur costs related to taking and processing product orders from retailers, shipping and warehousing costs, credit, collections, and in-house accounting fees.

Government Regulation

While agricultural fertilizers, soil amendments, and related products are highly regulated at the state level in the United States, these regulations do not apply to our Product because it is a crop surfactant that is comprised of less than 3% nitrogen. We anticipate that we will incur periodic testing costs in order to ensure that our Product qualifies as a crop surfactant and is not deemed to be a fertilizer or similarly regulated product that is subject to regulatory requirements.

Intellectual Property

~~The~~We ~~composition~~currently ofhave ~~AgraBurst~~no ~~PRO™~~patents ison ~~covered~~our byproducts. Where ~~provisional~~available, ~~patent~~we ~~application~~intend to obtain trademark protection in the United States for a number ~~61/897~~of trademarks for slogans and product designs. We intend to aggressively assert our rights under trade secret,~~584~~ ~~that~~unfair ~~was~~competition, ~~filed~~trademark ~~with~~and copyright laws to protect our intellectual property, including product design, proprietary formulas, product research and concepts and recognized trademarks. These rights are protected through the ~~United~~acquisition ~~States~~of ~~patent~~patents ~~office~~and ontrademark ~~October~~registrations, 30the maintenance of trade secrets, ~~2013~~the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights. The trademark for “AgraBurst” has been approved as of August 26, 2014 and is currently active under Registration Number 4594428.

Where available, we intend to obtain trademark protection in the United States for a number of trademarks for slogans and product designs. We intend to aggressively assert our rights under trade secret, unfair competition, trademark and copyright laws to protect our intellectual property, including product design, proprietary formulas, product research and concepts and recognized trademarks. These rights are protected through the acquisition of patents and trademark registrations, the maintenance of trade secrets, the development of trade dress, and, where appropriate, litigation against those who are, in our opinion, infringing these rights. The trademark for “AgraBurst” has been approved as of August 26, 2014 and is currently active under Registration Number 4594428.

While there can be no assurance that registered trademarks will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights could result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights will be a key component of our sales and operating strategy.

Compliance with Environmental Laws

Our current operations are not subject to any environmental laws. All of the ingredients in our Product meet or exceed most organic and non-GMO blending and application protocols.

Facilities

We have formed a strategic partnership to streamline our business expense overhead by sourcing out blending and manufacturing functions to United Agricultural Services, Inc. (UAS) of Florida. Since 1993, UAS researches, manufactures and markets one of the largest lines of high quality biological, organic/natural fertilizers, foliar nutrients and natural biodegradable soil conditioners. UAS also provides outsourcing services that we will be utilizing, including custom blending, warehousing and logistics for many sustainable agriculture firms operating domestically and globally. Our Product will be blended at UAS’s 40,000 plus square foot facility located in Panasoffkee, Florida.

Employees

WeAs ~~currently~~of ~~have~~May 231, 2017, we had 1 full time ~~employees~~employee, ~~including~~ our Chief Executive Officer. We also utilize the services of outside consultants for various aspects of business development, finance and accounting and public relations.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in our public filings before making an investment decision with regard to our securities. The statements contained in or incorporated into this document that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Moreover, additional risks not presently known to us or that we currently deem less significant also may impact our business, financial condition or results of operations, perhaps materially. For additional information regarding risk factors, see Item 1 - “Forward-Looking Statements.”

Risks Related to Our Business and Industry

The market for our product may be limited, and as a result, our business may be adversely affected.

The feasibility of marketing our product has been assumed to this point and there can be no assurance that such assumptions are correct. It is possible that the costs of ~~development~~commercial ~~and~~ implementation of our nano-surfactant may be too expensive to market AgraBurst PRO™ at a competitive price. It is also possible that competing technologies may be introduced into the marketplace before or after the introduction of our product to the market, which may adversely affect our ability to market our product at a competitive price.

Furthermore, there can be no assurance that the prices we determine to charge for our product will be commercially acceptable or that the prices that may be dictated by the market will be sufficient to provide to us sufficient revenues to profitably operate and provide a financial return to our investors.

Our business and operations are affected by the volatility of prices for agricultural inputs.

Our business, prospects, revenues, profitability and future growth are highly dependent upon the prices of and demand for various food commodities. Our ability to borrow and to obtain additional capital on attractive terms is also substantially dependent upon agricultural commodity prices. These prices have been and are likely to continue to be extremely volatile for seasonal, cyclical and other reasons. Any substantial or extended decline in the price of agricultural commodities will have a material adverse effect on our financing capacity and our prospects for commencing and sustaining any economic commercial production. In addition, increased availability of imported agricultural commodities can affect our business by lowering commodity prices. This could reduce the value of inventories, held both by us and by our customers, and cause many of our customers to reduce their orders for new products until they can dispose of their higher cost inventories.

Market demand for our products may decrease.

We face competition from other producers of agricultural nano-surfactants, as well as from fertilizer and agricultural chemical manufacturers. The bases on which we expect to compete include, but may not be limited to:

price;

organic certification;

product quality;

product performance;

brand identification; and

customer service.

Demand for our products will be affected by our competitors’ promotional spending. We may be unable to compete successfully on any or all of these bases in the future, which may have a material adverse effect on our revenues and results of operations.

Moreover, although historically the logistics and perishability of food commodities has led to regionalized competition, the market for fresh food commodities is becoming increasingly globalized as a result of improved delivery logistics and improved preservation of the products. Increased competition, consolidation, and overcapacity may lead to lower product pricing of competing products that could reduce demand for our products and have a material adverse effect on our revenues and operating results.

If we do not have access to all of the equipment, supplies, materials and services needed, we may have to suspend our operations as a result.

Competition and unforeseen limited sources of supplies in the industry may result in occasional spot shortages of equipment, supplies and materials. In particular, we may experience possible unavailability of core ingredients used in our products and materials and services used in our production facilities. Such unavailability could result in increased costs and delays to our operations. Although our production is limited at this point, and we believe the foreseen risk of this is low at this point, if we cannot find the products or if our manufacturers cannot find the equipment and materials that we need on a timely basis, we may have to suspend our production plans.

If we lose our key management and technical personnel, our business may be adversely affected.

In carrying out our operations, we will rely upon a small group of key management and technical personnel including our Chief Executive Officer and ~~Chief~~key ~~Operating~~consultants ~~Officer.~~in operations and finance. We do not currently maintain any key man insurance on our Chief Executive Officer. An unexpected partial or total loss of the services of these key individuals could be detrimental to our business.

Our business plan relies is an outsourcing model which requires that we secure reliable and experienced partners.

We intend to outsource manufacturing, shipping and order fulfillment services to experienced and reliable vendors to reduce operational overhead costs. In the event that we do not procure the necessary service providers, our business may be adversely affected. In addition, we plan to build a network of independent distributors to be paid on a wholesale to retail mark-up basis on sales. Our success will be dependent upon attracting experienced and successful distributors to sell our product. In the event that we are not successful in recruiting independent distributors, or only a small percentage of our sales force are successful in building our revenues, our business plan will be negatively affected

Our product is subject to regulatory approvals and if we fail to obtain such approvals, our business may be adversely affected.

Failure to ensure product safety and compliance with food various standards could result in serious adverse consequences for us. As our products may be used in the farming of other products for human consumption, food safety issues (both actual and perceived) may have a negative impact on the reputation of and demand for our products. In addition to the need to comply with relevant safety regulations, it is of critical importance that our products are safe and perceived as safe and healthy in all relevant markets.

An inadvertent shipment of contaminated products may be a violation of law and may lead to product liability claims, product recalls (which may not entirely mitigate the risk of product liability claims), increased scrutiny and penalties, including injunctive relief and plant closings, by regulatory agencies, and adverse publicity.

Increased quality demands from authorities in the future relating to safety may have a material adverse effect on our business, financial condition, results of operations or cash flow. Legislation and guidelines with tougher requirements are expected and may imply higher costs for the bio stimulant and crop protection industry. In particular, the ability to trace products through all stages of development, certification and documentation is becoming increasingly required under safety regulations.

The bio stimulant and crop protection industry in general experiences high levels of customer awareness with respect to safety and product quality, information and traceability. We may fail to meet new and exacting customer requirements, which could reduce demand for our products.

Our success is dependent upon our ability to commercialize our nano-surfactant technology.

We are currently in the ~~pilot~~early phases of production ~~stage~~and ~~but~~sales of our product and have not yet commenced full commercial operations. Since inception, we have been engaged principally in the research and development of the nano-surfactant technology. Therefore, we have a limited operating history upon which an evaluation of our prospects can be made by investors. Our prospects must be considered in light of the risk, uncertainties, expenses, delays and difficulties associated with the establishment of a new business in the evolving bio stimulant and crop protection industry, as well as those risks encountered in the shift from development to commercialization of new technology and products or services based upon such technology.

Our nano-surfactant technology may not operate as intended.

Although we have successfully tested our nano-surfactant technology on crops and turf, our approach, which is still fairly new in the industry, may not operate or scale as intended or may be subject to other factors that we have not yet considered.

Our success is dependent upon our ability to protect our intellectual property.

We currently do not have any issued patents on our product. Our success will depend, in part, on our ability to obtain and enforce protection for ~~our~~any future intellectual property in the United States and other countries. It is possible that our intellectual property protection could fail, if challenged. It is possible that the claims for patents or other intellectual property protections could be denied or invalidated or that our protections will not be sufficiently broad to protect our technology. It is also possible that our intellectual property will not provide protection against competitive products, or will not otherwise be commercially viable.

~~Our~~Although we are not aware of any intellectual property of others that would affect the sale of our product, our commercial success will depend in part on our ability to commercialize our nano-surfactant production without infringing on patents or proprietary rights of others. We cannot guarantee that other companies or individuals have not or will not independently develop substantially equivalent proprietary rights, or that other parties have not, or will not, be issued patents that may prevent the sale of our products or require licensing and the payment of significant fees or royalties in order for us to be able to carry on our business.

Our results of operations and financial condition may be significantly affected by disruptions caused by weather, natural disasters, accidents, and security breaches, including cyber-security incidents.

Weather and field conditions can adversely affect the timing of crop planting, acreage planted, crop yields and commodity prices. Natural disasters or industrial accidents could also affect manufacturing facilities, or those of our major suppliers or major customers, which could affect our costs and our ability to meet supply requirements. We utilize and rely upon information technology systems in all aspects of our business. Failure to effectively prevent, detect and recover from the increasing number and sophistication of information security threats could result in theft, misuse, modification and destruction of information, including trade secrets and confidential business information, and cause business disruptions, delays in research and development, reputational damage, and third-party claims, which could significantly affect our results of operation and financial condition.

Risks Related to Financing Our Business

Expansion of our operations will require significant capital expenditures for which we may be unable to obtain sufficient financing.

Our need for additional capital may adversely affect our financial condition. We have no sustained history of earnings and have operated at a loss since we commenced business. We have relied, and continue to rely, on external sources of financing to meet our capital requirements, to continue developing our proprietary technology, to build our ~~production~~inventory ~~facilities~~for expected sales, and to otherwise implement our corporate development and investment strategies.

We plan to obtain the future funding that we will need through the debt and equity markets but there can be no assurance that we will be able to obtain additional funding when it is required. If we fail to obtain the funding that we need when it is required, we may have to forego or delay potentially valuable business opportunities. Our limited operating history may make it difficult to obtain future financing.

Our ability to generate positive cash flow is uncertain.

To develop and expand our business, we will need to make investments in inventory, sales and marketing, and general and administrative expenses. In addition, our growth will require working capital. We cannot provide any assurance that we will be able to raise the capital necessary to meet these requirements. If adequate funds are not available or are not available on satisfactory terms, we may be required to significantly curtail our operations and may not be able to fund our existing operations, and may not be able to take advantage of unanticipated acquisition opportunities, develop or enhance our products, or respond to competitive pressures. Any failure to obtain such additional financing could have a material adverse effect on our business, results of operations and financial condition.

Because we may never have net income from our operations, our business may fail.

We have a limited history of revenues and no profitability from operations. There can be no assurance that we will ever operate profitably. Our success is significantly dependent on uncertain events, including market acceptance of our products and distributing and selling our products.

Before we are able to recognize any substantial increase in revenues from sales to customers of our products, we anticipate that we will incur increased operating expenses. We therefore expect to incur significant losses. If we are unable to generate significant revenues from sales of our products, we will not be able to earn profits or continue operations. We can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business may fail and investors may lose all of their investment in our Company.

Risks Related to Doing Business in Foreign Countries

Our agreements with distributors in foreign countries are subject to political, economic, legal and regulatory risks.

The following aspects of political, economic, legal and regulatory systems in foreign countries create uncertainty with respect to many of the legal and business decisions that we make:

cancellation or renegotiation of contracts due to uncertain enforcement and recognition procedures of judicial decisions;

disadvantages of competing against companies from countries that are not subject to U.S. laws and regulations, including the Foreign Corrupt Practices Act;

changes in foreign laws or regulations that adversely impact our business;

changes in tax laws that adversely impact our business, including, but not limited to, increases in the tax rates and retroactive tax claims;

royalty and license fee increases;

expropriation or nationalization of property;

currency fluctuations;

foreign exchange controls;

import and export regulations;

changes in environmental controls;

risks of loss due to civil strife, acts of war and insurrection; and

other risks arising out of foreign governmental sovereignty over the areas in which our operations are conducted.

Consequently, our activities in foreign countries may be substantially affected by factors beyond our control, any of which could materially adversely affect our business, prospects, financial position and results of operations. Furthermore, in the event of a dispute arising from our operations in other countries, we may be subject to the exclusive jurisdiction of courts outside the United States or may not be successful in subjecting non-U.S. persons to the jurisdiction of the courts in the United States, which could adversely affect the outcome of a dispute.

The cost of complying with governmental regulations in foreign countries may adversely affect our business operations.

We may be subject to various governmental regulations in foreign countries. These regulations may change depending on prevailing political or economic conditions. In order to comply with these regulations, we believe that we may be required to obtain permits for producing our products and file reports concerning our operations. These regulations affect how we carry on our business, and in order to comply with them, we may incur increased costs and delay certain activities pending receipt of requisite permits and approvals. If we fail to comply with applicable regulations and requirements, we may become subject to enforcement actions, including orders issued by regulatory or judicial authorities requiring us to cease or curtail our operations, or take corrective measures involving capital expenditures, installation of additional equipment or remedial actions. We may be required to compensate third parties for loss or damage suffered by reason of our activities, and may face civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing our operations and activities could affect us in a materially adverse way and could force us to increase expenditures or abandon or delay the development of our business plan.

We may be required to compensate third parties for loss or damage suffered by reason of our activities, and may face civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing our operations and activities could affect us in a materially adverse way and could force us to increase expenditures or abandon or delay the development of our business plan.

Our insurance coverage may be inadequate to cover all significant risk exposures.

We will be exposed to liabilities that are unique to the products we provide. While we intend to obtain insurance for certain risks, the amount of our insurance coverage may not be adequate to cover all claims or liabilities, and we may be forced to bear substantial costs resulting from risks and uncertainties of our business. It is also not possible to obtain insurance to protect against all operational risks and liabilities. The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition and results of operations. We do not have any business interruption insurance. Any business disruption or natural disaster could result in substantial costs and diversion of resources.

Risks Related to Ownership of our Common Stock

We have limited capitalization and may require financing, which may not be available.

We have limited capitalization, which increases our vulnerability to general adverse economic and industry conditions, limits our flexibility in planning for or reacting to changes in our business and industry and may place us at a competitive disadvantage to competitors with sufficient or excess capitalization. If we are unable to obtain sufficient financing on satisfactory terms and conditions, we will be forced to curtail or abandon our plans or operations. Our ability to obtain financing will depend upon a number of factors, many of which are beyond our control.

A limited public trading market exists for our common stock, which makes it more difficult for our stockholders to sell their common stock in the public markets. Any trading in our shares may have a significant effect on our stock prices.

Although our common stock is listed for quotation on the OTC Marketplace under the symbol “GROG”, the trading volume of our stock is limited and a market may not develop or be sustained. As a result, any trading price of our common stock quoted on the OTC Marketplace may not be an accurate indicator of the trading price of our common stock. Any trading in our shares could have a significant effect on our stock price. If a more liquid public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. No assurance can be given that an active market will develop or that a stockholder will ever be able to liquidate its shares of common stock without considerable delay, if at all. Many brokerage firms may not be willing to effect transactions in the securities. Even if an investor finds a broker willing to effect a transaction in our securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.

Our stock price may be volatile.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

limited “public float” in the hands of a small number of persons whose sales (or lack of sales) could result in positive or negative pricing pressure on the market price for our common stock;

actual or anticipated variations in our quarterly operating results;

our ability to obtain adequate working capital financing;

changes in market valuations of similar companies;

publication (or lack of publication) of research reports about us;

changes in applicable laws or regulations, court rulings, enforcement and legal actions;

loss of any strategic relationships;

additions or departures of key management personnel;

actions by our stockholders (including transactions in our shares);

speculation in the press or investment community;

increases in market interest rates, which may increase our cost of capital;

changes in our industry;

competitive pricing pressures;

our ability to execute our business plan; and

economic and other external factors.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Our stock is categorized as a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is categorized as a “penny stock”, as that term is defined in SEC Rule 3a51-1, which generally provides that “penny stock”, is any equity security that has a market price (as defined) less than US$5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, including Rule 15g-9, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities and reduces the number of potential investors. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

According to SEC Release No. 34-51983, the market for “penny stocks” has suffered from patterns of serious abuse and misconduct in the distribution and secondary trading of penny stocks. Such patterns include: (1) boiler room practices involving high-pressure sales tactics and unrealistic price projections; (2) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (3) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the future volatility of our share price.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.

We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We presently intend to retain all earnings for our operations.

The existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers and employees.

Our bylaws contain indemnification provisions for our directors, officers and employees. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.

If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent financial fraud. As a result, current and potential stockholders could lose confidence in our financial reporting.

We are subject to the risk that sometime in the future, our independent registered public accounting firm could communicate to the board of directors that we have deficiencies in our internal control structure that they consider to be “significant deficiencies”. A “significant deficiency” is defined as a deficiency, or a combination of deficiencies, in internal controls over financial reporting such that there is more than a remote likelihood that a material misstatement of the entity’s financial statements will not be prevented or detected by the entity’s internal controls.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we could be subject to regulatory action or other litigation and our operating results could be harmed. We are required to document and test our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act” or “SOX”), which requires our management to annually assess the effectiveness of our internal control over financial reporting.

We currently are not an “accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires us to include an internal control report with our Annual Report on Form 10-K. That report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified. As of May 31, ~~2016~~2017, we assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in 2013 Internal Control-—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Management concluded, during the fiscal year ended May 31, ~~2016~~2017, that the Company’s internal controls and procedures were not effective to detect the inappropriate application of U.S. GAAP rules. Management realized there were deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses. A material weakness in the effectiveness of our internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.

1514

A material weakness in the effectiveness of our internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.

Our intended business, operations and accounting are expected to be substantially more complex than they have been in the past. It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance personnel in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements of the Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our filings with the SEC current.

If we are unable to maintain the adequacy of our internal controls, as those standards are modified, supplemented, or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and cause investors to lose confidence in our reported financial information, either of which could adversely affect the value of our common stock.

As a public company, we will incur significant increased operating costs and our management will be required to devote substantial time to new compliance initiatives.

Although our management has significant experience in the agricultural industry, it has only limited experience operating the Company as a public company. To operate effectively, we will be required to continue to implement changes in certain aspects of our business and develop, manage and train management level and other employees to comply with on-going public company requirements. Failure to take such actions, or delay in the implementation thereof, could have a material adverse effect on our business, financial condition and results of operations.

The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC, imposes various requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

Our independent registered public accounting firm has issued its audit opinion on our financial statements appearing in our annual report on Form 10-K, including an explanatory paragraph as to an uncertainty with the respect to our ability to continue as a going concern.

The report of our independent registered public accounting firm, with respect to our financial statements and the related notes for the fiscal year ended May 31 ~~2016~~2017, indicates that there was substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from this uncertainty.

Our independent registered public accounting firm has issued its audit opinion on our consolidated financial statements appearing in our annual report on Form 10-K, including an explanatory paragraph as to substantial doubt with the respect to our ability to continue as a going concern.

The report of Turner, Stone & Company, our independent registered public accounting firm, with respect to our consolidated financial statements and the related notes for the fiscal year ended May 31, ~~2016~~2017, indicates that there was substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from this uncertainty. For additional information, see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - “Going Concern.”

1615

Shares of our common stock that have not been registered under the Securities Act of 1933, as amended, regardless of whether such shares are restricted or unrestricted, are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a “shell company.” In addition, any shares of our common stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144(i).

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. We were a “shell company” pursuant to Rule 144 in our past, and as such, sales of our securities pursuant to Rule 144 were not able to be made until February 11, 2015. Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the SEC and we have otherwise complied with the other requirements of Rule 144. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our previous status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

Our corporate offices are located at 101 S. Reid Street, Suite 307, Sioux Falls, South Dakota 57103, where we pay $~~137~~148 per month on an operating lease that expires on ~~October~~September 130, ~~2016~~2018. We currently have no other properties.

ITEM 3. LEGAL PROCEEDINGS

We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our Company or has a material interest adverse to our company.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

Market information

Our common stock is quoted on the OTCQB, QB Tier, under the symbol “GROG”. The closing price of our common stock on August 2624, ~~2016~~2017 was $0.~~145~~30 per share. Set forth below are the range of high and low bid quotations for the period indicated as reported by the OTC Markets Group (www.otcmarkets.com). The market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

Quarter Ended		Bid High		Bid Low	~~Bid Low~~
May 31, 2016	$	0.14		$	0.05
May 31, 2017	$	0.19	$	0.09
February 29, 2016	$	0.16		$	0.05
February 28, 2017	$	0.22	$	0.14
November 30, 2015	$	0.22		$	0.12
November 30, 2016	$	0.36	$	0.10
August 31, 2015	$	0.46		$	0.11
August 31, 2016	$	0.34	$	0.08
May 31, 2015	$	1.06		$	0.34
May 31, 2016	$	0.14	$	0.05
February 28, 2015	$	0.75		$	0.50
February 29, 2016	$	0.16	$	0.05
November 30, 2014	$	0.60		$	0.42
November 30, 2015	$	0.22	$	0.12
August 31, 2014(1)	$	-		$	-
August 31, 2015	$	0.46	$	0.11

(1) No data available during this period.

Transfer Agent

Our transfer agent is Island Stock Transfer, Inc., located at 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida 33760. Their telephone number is (727) 289-0010.

Holders of Common Stock

As of August 2928, ~~2016~~2017, there were 5667 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or “street name.” As of such date, 9199,~~293~~303,178 shares were issued and outstanding.

Registration Rights

We currently do not have any investment agreements in place with registration rights.

Dividends

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to increase our working capital and do not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

OnFrom August ~~11,~~through ~~2015~~September 2016, the Company completed a private ~~placement~~placements consisting of ~~600~~2,~~000~~249,607 units at a price of $0.2010 per share for total proceeds of $~~120~~224,~~000~~960, of which $34,960 was received prior to May 31, 2016 and is recorded as common stock subscribed as of May 31, 2016. Each unit ~~consists~~consisted of one share of our common stock and one ~~warrant~~or three warrants to purchase one share of common stock. The warrants have an exercise ~~price~~prices ofranging from $0.4015 to $0.20 and have aterms ~~two-year~~ranging ~~term~~from one to three years.

OnFrom October 7,2016 ~~2015~~through May 2017, the Company completed a private ~~placement~~placements (the “October PPM”) consisting of 13,~~250~~760,000 units at a price of $0.2010 per share for total proceeds of $~~250~~376,000. Each unit ~~consists~~consisted of one share of our common stock and ~~one~~two ~~warrant~~warrants to purchase one share of common stock. The warrants have an exercise price of $0.4015 and have a ~~two~~three-year term. These units include 350,000 units not yet issued as of this filing date that are reflected as common stock subscribed totaling $35,000.

1817

On March 4, 2016, the Company completed a private placement consisting of 1,400,000 units at a price of $0.10 per share for total proceeds of $140,000. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.20 and have a one-year term.

In February, March and May 2016, the Company completed private placements consisting of an aggregate of 349,607 shares of units at a price of $0.10 per share for total proceeds of $34,960. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.20 and have a one-year term. The shares were not yet issued as of May 31, 2016 and are reflected as common stock subscribed on the Company’s balance sheet.

The issuance of the shares of common stock was exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involved in any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.

Securities Authorized for Issuance Under Equity Compensation Plans

~~There~~On ~~were~~February no10, ~~equity~~2017, ~~compensation~~stockholders ~~plans~~holding ~~formally~~Fifty ~~approved~~Million byFour Hundred Twenty-Eight Thousand Five Hundred Seventy-One (50,428,571) shares of our common stock, which constituted a majority of the ~~shareholders~~voting power of the Company, took action by written consent for the purpose of authorizing and approving and adopting the 2017 Equity Incentive Plan (the “2017 Plan”). Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the adoption of ~~May~~the 312017 Plan was effected twenty (20) days after the date that the Company’s Schedule 14C information statement was filed with the Securities and Exchange Commission and mailed to our stockholders of record on the Record Date, ~~2016~~or March 16, 2017.

In addition to awards of options to purchase Company common stock, the 2017 Plan, allows the Board of Directors to grant restricted stock awards, restricted stock units, performance awards and stock appreciation rights. In addition, the Board of Directors believes that it is in the best interests of the Company that 12,000,000 shares be reserved under the 2017 Plan. The Board of Directors believes that an equity incentive plan is important to provide a mechanism to offer executives, employees, and other persons providing services to the Company the ability to participate in the long-term growth of the Company.

General

The Company’s 2017 Plan has been approved and adopted by the Board of Directors and the stockholders of the Company in order to ensure (i) favorable federal income tax treatment for grants of incentive stock options under Section 422 of the Code, and (ii) continued eligibility to receive a federal income tax deduction for certain compensation paid under our Plan by complying with Rule 162(m) of the Code.

Our Board of Directors and management believes that the effective use of stock-based long-term incentive compensation is vital to our ability to achieve strong performance in the future. The 2017 Plan will maintain and enhance the key policies and practices adopted by our management and Board of Directors to align employee and stockholder interests. In addition, our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. We believe that the adoption of the 2017 Plan is essential to permit our management to continue to provide long-term, equity-based incentives to present and future employees.

There are currently no plans, arrangements, commitments or understandings for the issuance of equity based incentives pursuant to the 2017 Plan.

The 2017 Plan authorizes the issuance of 12,000,000 shares of Common Stock. The following is a brief summary of the 2017 Plan. This summary is qualified in its entirety by reference to the text of the 2017 Plan, a copy of which is attached as Exhibit B to this information statement.

Summary of the 2017 Plan

The principal provisions of the 2017 Plan are summarized below. This summary is not a complete description of all of the 2017 Plan’s provisions, and is qualified in its entirety by reference to the 2017 Plan which is attached to this information statement as Exhibit B. Capitalized terms in this summary not defined in this information statement have the meanings set forth in the 2017 Plan.

Purpose and Eligible Participants. The purpose of the 2017 Plan is to attract, retain and reward high-quality executive, employees and other persons who provide services to the Company and or its affiliates and subsidiaries, by enabling these persons to acquire a proprietary interest in the Company.

Types of Awards. The 2017 Plan permits the grant of the following types of awards, in the amounts and upon the terms determined by the Compensation Committee of the Board (the “Committee”):

Options. Options may either be incentive stock options (“ISOs”) which are specifically designated as such for purposes of compliance with Section 422 of the Internal Revenue Code or non-qualified stock options (“NSOs”). Options shall vest as determined by the Committee or the applicable employment agreement, subject to certain statutory limitations regarding the maximum term of ISOs and the maximum value of ISOs that may vest in one year. The exercise price of each Option shall be determined by the Committee, provided that such price will not be less than the fair market value of a share on the date of the grant of the ISO. The term for the Options may be set by the Committee but in no event shall the term exceed ten (10) years from the date of grant. Recipients of options have no rights as a stockholder with respect to any shares covered by the award until the award is exercised and a stock certificate or book entry evidencing such shares is issued or made, respectively.

Stock Appreciation Rights. Generally, upon exercise of a stock appreciation right, the recipient will receive cash, shares of Company stock, or a combination of cash and stock, with a value equal to the excess of: (i) the fair market value of a specified number of shares of Company stock on the date of the exercise, over (ii) a specified exercise price or grant price. The grant price of a stock appreciation right and all other terms and conditions will be established by the Committee in its sole discretion or as set forth in the applicable Award agreement. The term of a stock appreciation right will be set by the Committee but in no event will the term exceed ten (10) years from the date of grant.

Restricted Stock Awards. Restricted stock awards consist of shares granted to a participant that are subject to one or more risks of forfeiture. Restricted stock awards may be subject to risk of forfeiture based on the passage of time or the satisfaction of other criteria, such as continued employment or Company performance. Recipients of restricted stock awards are entitled to vote and receive dividends attributable to the shares underlying the award beginning on the grant date.

Restricted Stock Units. Restricted stock units consist of a right to receive shares in the future in consideration of the performance of services, but subject to the fulfillment of such conditions during the Restriction Period as the Board of Directors may specify. Each such grant or sale may be made without additional consideration or in consideration of a payment by a Participant that is less than the Fair Market Value at the date of grant. Recipients of restricted stock units have no rights as a stockholder with respect to any shares covered by the award until the date a stock certificate or book entry evidencing such shares is issued or made, respectively.

Performance Awards. Performance awards are earned upon achievement of performance objectives during a performance period established by the Committee. Recipients of performance awards have no rights as a stockholder with respect to any shares covered by the award until the date a stock certificate or book entry evidencing such shares is issued or made, respectively.

Number of Shares. The maximum number of shares of Common Stock with respect to which Awards of any and all types may be granted during a calendar year to any Participant shall be limited, in the aggregate, to the number of Common Stock equal to 12,000,000 shares (subject to adjustment in accordance with the provisions of Section 13(d) of the 2017 Plan). The number of shares of Common Stock available to grant for Awards will increase proportionally any time additional shares of Common Stock are issued by the Company as long as the Plan is in effect.

Administration. Subject to the terms of the 2017 Plan, the Committee, or if none, the Board of Directors, shall have full and final authority, in each case subject to and consistent with the provisions of the 2017 Plan, to: interpret the provisions of the 2017 Plan; select Eligible Employees, Directors and Consultants to become Participants; make Awards; determine the type, number and other terms and conditions of, and all other matters relating to, Awards; prescribe Award agreements (which need not be identical for each Participant); adopt, amend and rescind rules and regulations for the administration of the 2017 Plan; construe and interpret the 2017 Plan and Award agreements and correct defects, supply omissions or reconcile inconsistencies therein; and make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the 2017 Plan.

Except as otherwise determined by the Board of Directors, unless the context otherwise requires, all actions and determinations that the 2017 Plan contemplates that the Board of Directors may take may be taken by the Committee in its stead.

Amendments. The Board of Directors, or the Committee acting pursuant to such authority as may be delegated to it by the Board of Directors, may amend, alter, suspend, discontinue or terminate the 2017 Plan or the Committee’s authority to grant Awards under the 2017 Plan, provided that, without the consent of an affected Participant, except as otherwise contemplated by the 2017 Plan or the terms of an Award agreement, no such Board of Directors action may materially and adversely affect the rights of a Participant under any previously granted and outstanding Award. Except as otherwise provided in the 2017 Plan, the Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue or terminate any Award theretofore granted and any Award agreement relating thereto, provided that, without the consent of an affected Participant, except as otherwise contemplated by the 2017 Plan or the terms of an Award agreement, no Committee action may materially and adversely affect the rights of such Participant under such Award.

Term. The Committee may grant awards pursuant to the 2017 Plan until it is discontinued or terminated; provided, however, that no Award may be granted under the 2017 Plan after February 3, 2027.

Change of Control. Notwithstanding any provision of the 2017 Plan to the contrary and unless otherwise provided in the applicable Award agreement, in the event of any Change of Control:

(1)

Any Option carrying a right to exercise that was not previously exercisable and vested shall become fully exercisable and vested as of the time of the Change of Control and shall remain exercisable and vested for the balance of the stated term of such Option without regard to any Termination of Employment, subject to certain exceptions;

(2)

Any SARs outstanding as of the date the Change of Control occurs will become fully vested and will be exercisable in accordance with procedures established by the Committee;

(3)

Any restrictions and other conditions applicable to any Restricted Stock or Restricted Stock Units held by the Participant will lapse and such Restricted Stock or Restricted Stock Units will become fully vested as of the date of the Change of Control;

(4)

Any Performance Shares or Performance Units held by the Participant relating to Performance Periods before the Performance Period in which the Change of Control occurs that have been earned but not paid will become immediately payable in cash; and

(5)

Any Other Stock-Based Awards that vest solely on the basis of the passage of time will be treated in connection with a Change of Control in the same manner as are Awards of Restricted Shares and RSUs, as described in Section 13(a)(3) of the 2017 Plan.

Payment. Payment of Awards may be in the form of cash, Stock, other Awards or combinations thereof as the Committee may determine, and with such restrictions as it may impose. The Committee, either at the time of grant or by subsequent amendment, may require or permit deferral of the payment of Awards under such rules and procedures as it may establish. It also may provide that deferred settlements include the payment or crediting of interest or other earnings on the deferred amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in Stock equivalents.

Transfer Restrictions. No Award or other right or interest of a Participant under the Plan shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such Participant to any party (other than the Company or a subsidiary), or assigned or transferred by such Participant otherwise than by will or the laws of descent and distribution or to a Beneficiary upon the death of a Participant, and Options, SARs or Other Stock-Based Awards that may be exercisable shall be exercised during the lifetime of the Participant only by the Participant or his or her guardian or legal representative, except that Options (other than ISOs), SARs and Other Stock-Based Awards may be transferred to one or more Beneficiaries or

other transferees during the lifetime of the Participant, and may be exercised by such transferees in accordance with the terms of such Option, SAR, or Other Stock Based Award but only if and to the extent such transfers are permitted by the Committee pursuant to the express terms of an Option, SAR or Other Stock-Based Award agreement (subject to any terms and conditions which the Committee may impose thereon). A Beneficiary, transferee, or other person claiming any rights under the Plan from or through any Participant shall be subject to all terms and conditions of the Plan and any Award agreement applicable to such Participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

New Plan Benefits. The amount of future awards will be determined by the Committee. The 2017 Plan does not require awards in specific amounts or to specific recipients or provide formulae to determine the amount or recipient of awards. As a result, the Company cannot determine the awards that will be made under the 2017 Plan or that would have been made in the past if the 2017 Plan had been in place.

Federal Income Tax Matters

Options. Under present law, an optionee will not recognize any taxable income on the date an NSO is granted pursuant to the 2017 Plan. Upon exercise of the option, however, the optionee must recognize, in the year of exercise, compensation taxable as ordinary income in an amount equal to the difference between the option price and the fair market value of Company common stock on the date of exercise. Upon the sale of the shares, any resulting gain or loss will be treated as capital gain or loss. The Company will receive an income tax deduction in its fiscal year in which NSOs are exercised equal to the amount of ordinary income recognized by those optionees exercising options, and must comply with applicable tax withholding requirements.

ISOs granted under the 2017 Plan are intended to qualify for favorable tax treatment under Section 422 of the Internal Revenue Code. Under Section 422, an optionee recognizes no taxable income when the option is granted. Further, the optionee generally will not recognize any taxable income when the option is exercised if he or she has at all times from the date of the option’s grant until three months before the date of exercise been an employee of the Company. The Company ordinarily is not entitled to any income tax deduction upon the grant or exercise of an incentive stock option. This favorable tax treatment for the optionee, and the denial of a deduction for the Company, will not, however, apply if the optionee disposes of the shares acquired upon the exercise of an incentive stock option within two years from the granting of the option or one year from the receipt of the shares.

Restricted Stock Awards. Generally, no income is taxable to the recipient of a restricted stock award in the year that the award is granted. Instead, the recipient will recognize compensation taxable as ordinary income equal to the fair market value of the shares in the year in which the risks of forfeiture restrictions lapse. Alternatively, if a recipient makes an election under Section 83(b) of the Internal Revenue Code, the recipient will, in the year that the restricted stock award is granted, recognize compensation taxable as ordinary income equal to the fair market value of the shares on the date of the award. The Company normally will receive a corresponding deduction equal to the amount of compensation the recipient is required to recognize as ordinary taxable income, and must comply with applicable tax withholding requirements.

Restricted Stock Units. A recipient of restricted stock units will generally recognize compensation taxable as ordinary income in an amount equal to the fair market value of the shares (or the amount of cash) distributed to settle the restricted stock units on the vesting date(s). The Company normally will receive a corresponding deduction at the time of vesting, equal to the amount of compensation the recipient is required to recognize as ordinary taxable income, and must comply with applicable tax withholding requirements.

Performance Awards. A recipient of performance awards will recognize compensation taxable as ordinary income equal to the value of the shares of Company common stock or the cash received, as the case may be, in the year that the recipient receives payment. The Company normally will receive a deduction equal to the amount of compensation the recipient is required to recognize as ordinary taxable income, and must comply with applicable tax withholding requirements.

Stock Appreciation Rights. Generally, a recipient of a stock appreciation right will recognize compensation taxable as ordinary income equal to the value of the shares of Company common stock or the cash received in the year that the stock appreciation right is exercised. The Company normally will receive a corresponding deduction equal to the amount of compensation the recipient is required to recognize as ordinary taxable income, and must comply with applicable tax withholding requirements.

Issuer Purchases of Equity Securities

During the fiscal year ended May 31, ~~2016~~2017, we did not purchase any of our equity securities.

ITEM 6. SELECTED FINANCIAL DATA

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 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 7 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. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements that reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, clinical developments which management expects or anticipates will or may occur in the future, including statements related to our technology, market expectations, future revenues, financing alternatives, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management’s current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in this Annual Report on Form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Use of Generally Accepted Accounting Principles (“GAAP”) Financial Measures

We use United States GAAP financial measures in the section of this report captioned “Management’s Discussion and Analysis or Plan of Operation” (MD&A), unless otherwise noted. All of the GAAP financial measures used by us in this report relate to the inclusion of financial information. This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this Annual Report. All references to dollar amounts in this section are in United States dollars, unless expressly stated otherwise. Please see our “Risk Factors” for a list of our risk factors.

Overview

We ~~were~~are ~~incorporated~~a ~~pursuant~~sustainable toagricultural ~~the~~services ~~laws~~enterprise ofoffering ~~Nevada~~food ongrowers ~~May~~and 19turf producers an organic, ~~2010~~nano-surfactant ~~under~~that ~~the~~enhances ~~name~~soil ~~Lisboa~~and ~~Leisure,~~crop ~~Inc~~health. OnOur ~~October~~flagship 18product, ~~2013~~AgraBurst PRO™, weis ~~amended~~a ~~our~~proprietary, ~~articles~~all-natural, ofnon-GMO ~~incorporation~~agricultural ininput ~~order~~which toimproves ~~change~~the ~~our~~ability ~~name~~of tothe ~~GroGenesis~~plant (crop, ~~Inc.~~turf, ~~and~~tree, vine etc.) to ~~affect~~enhance athe ~~forward~~efficient ~~split~~access of ~~our~~added ~~issued~~nutrients ~~and~~incorporated ~~outstanding~~in ~~shares~~fertilizers, ofresulting ~~common~~in ~~stock~~less ~~such~~fertilizer ~~that~~needed ~~every~~as ~~one~~well ~~share~~as ofimproved ~~common~~water ~~stock~~retention ~~issued~~in ~~and~~soil. By ~~outstanding~~optimizing ~~prior~~the toplant's ~~the~~uptake ~~split~~of beapplied ~~exchanged~~pest ~~for~~and 25weed ~~post-split~~controls ~~shares~~and offertilizers, ~~common~~producers ~~stock~~can ~~and~~minimize ~~that~~other input costs while reducing the ~~Company's~~health ~~post-forward~~risk ~~split~~to ~~authorized~~farm ~~capital~~workers ~~consists~~due ofto ~~200,000,000~~its ~~shares~~non-toxic ofproperties. AgraBurst ~~common~~PRO™ ~~stock~~(the ~~with~~“Product”) ais ~~par~~formulated ~~value~~for oforganic ~~$0.001. The~~and ~~name~~non-GMO ~~change~~producers and ~~split~~those ~~were~~food ~~conditions~~growers ~~precedent~~seeking to ~~our~~convert ~~asset~~to ~~acquisition~~non-GMO ~~agreements~~and ~~with~~organic ~~Joseph~~food ~~Fewer~~production. We believe the application of ~~Aylmer,~~our ~~Ontario~~Product ~~and~~can ~~Steven~~begin ~~Moseley~~the process of ~~Paris,~~improving ~~Tennessee,~~the ~~whereby~~health weof ~~agreed~~the tosoil ~~purchase~~while ~~certain~~reducing ~~assets~~the ~~necessary~~use ~~for~~of conventional chemical agricultural inputs. Our strategy is to capitalize on the ~~operation~~convergence of aconsumer ~~plant~~demand, ~~growth~~retailer ~~surfactant~~demand/compliance ~~manufacture~~ and ~~sales~~legislative ~~business~~drive toward environmental responsibility.

During our fiscal ~~year~~years ending May 31, 2017 and 2016, we developed further enhancements to our AgraBurst™ formula to make it an all-natural, premium organic, non-GMO nano-surfactant for farmers, fertilizer manufacturers and commercial lawn &and turf companies. AgraBurst PRO™ is an agricultural input which we believe enhances the ability of the plant to more efficiently use the added nutrients incorporated in fertilizers, which results in less fertilizer required. ~~The~~We believe the application of AgraBurst PRO™ can begin the process of improving the health of the soil while minimizing the use of conventional chemical agricultural inputs.

Subsequent to our fiscal year ended May 31, 2016, on July 11, 2016, we entered into a Rescission Agreement and Mutual Release (the “Rescission Agreements”) separately with two shareholders, whereby the shareholders agreed to rescind any business agreements, including existing consulting agreements, and in conjunction with such rescission, agreed to return an aggregate total of 5,500,000 shares of our Common Stock for cancellation. See Notes to Financial Statements - Note 11 - Subsequent Events for additional information regarding the Rescission Agreements.23

20Significant Corporate Events for Fiscal Year

~~Subsequent~~On ~~to our fiscal year ended May 31, 2016, on~~ July 1811, 2016, we entered into ana ~~Exchange~~Rescission Agreement and Mutual Release (the “~~Exchange~~Rescission ~~Agreement~~Agreements”) separately with two shareholders, whereby on the ~~Effective~~shareholders ~~Date (as defined below) each shareholder~~ agreed to ~~(i)~~rescind ~~surrender~~any 10business agreements,~~000,000~~ ~~shares~~including ofexisting ~~our~~consulting ~~Common Stock~~agreements, and ~~(ii)~~in ~~assign~~conjunction with such ~~Common~~rescission, ~~Stock~~agreed to usreturn ~~for cancellation thereof pursuant to~~ an ~~Assignment~~aggregate total of ~~Interest; and whereby~~5, ~~in exchange~~500, ~~we shall (i) cancel the Shareholder’s Common Stock, (ii) issue each shareholder 20,~~000 shares of ~~a new class of capital stock, namely a Series A Preferred Stock of $0.001 par value (the “Exchange Stock”), and (iii) enter the exchange on~~ our ~~books~~Common and records. “Effective Date” means the date the Exchange Agreement, including the Assignment of Interest has been fully executed and delivered, we have obtained shareholder approval of the establishment of the class of Series A Preferred Stock ~~and the Certificate of Designation establishing the Series A Preferred Stock has been filed with the Nevada Secretary of State. See Notes to Financial Statements - Note 11 - Subsequent Events~~ for ~~additional information regarding the Exchange Agreement~~cancellation.

On July 18, 2016, we entered into an Exchange Agreement (the “Exchange Agreement”) separately with two shareholders, whereby on the Effective Date (as defined below) each shareholder agreed to (i) surrender 10,000,000 shares of our Common Stock, and (ii) assign such Common Stock to us for cancellation thereof pursuant to an Assignment of Interest; and whereby, in exchange, we shall (i) cancel the Shareholder’s Common Stock, (ii) issue each shareholder 20,000 shares of a new class of capital stock, namely a Series A Preferred Stock of $0.001 par value (the “Exchange Stock”), and (iii) enter the exchange on our books and records. “Effective Date” means the date the Exchange Agreement, including the Assignment of Interest has been fully executed and delivered, we have obtained shareholder approval of the establishment of the class of Series A Preferred Stock and the Certificate of Designation establishing the Series A Preferred Stock has been filed with the Nevada Secretary of State.

Results of Operations

Comparison of the Twelve Months Ended May 31, ~~2016~~2017 and the Twelve Months Ended May 31, ~~2015~~2016

Revenue

We had no revenues ~~of $14,611~~ for the fiscal year ended May 31, ~~2016~~2017, as compared to revenues of $3914,~~813~~611 for the same period in ~~2015~~2016. Revenue decreased by $2514,~~202~~611 due to our focus and efforts being redirected to redeveloping our product formulas and to new product development.

Operating Expenses

Our expenses for the ~~twelve~~fiscal ~~months~~year ended May 31, ~~2016~~2017 are summarized as follows in comparison to our expenses for the ~~twelve~~fiscal ~~months~~year ended May 31, ~~2015~~2016:

	Year Ended May 31,		~~Year Ended May 31,~~
			2016			2015
	2017			2016
Commissions		$	-		$	3,925
Consulting fees	$	1,766,011		$	551,636
Consulting fees			551,636			256,400
Depreciation		12,092			32,578
Depreciation			32,578			34,953
General and administrative expenses		108,641			109,254
General and administrative expenses			109,254			152,434
Impairment loss on intangible assets		-			40,260
Impairment loss on intangible assets			40,260			201,000
Transfer agent and filing fees		12,665			14,522
Transfer agent and filing fees			14,522			18,263
Professional fees		212,999			93,754
Professional fees			93,754			53,902
Total Operating Expenses	$	2,112,408		$	842,004
Total Expenses		$	842,004		$	720,877

Operating expenses increased $~~121~~1,~~127~~270,404 from ~~$720,877 for~~ the fiscal year ended May 31, ~~2015~~2016 compared to ~~$842,004 for~~ the fiscal year ended May 31, ~~2016~~2017, an increase of 17151%. The primary reason is a $~~295~~1,~~236~~214,375 increase in consulting fees for the fiscal year ended May 31, ~~2016~~2017, inwhich ~~comparison~~includes to$1,087,374 ~~the~~of ~~previous~~stock-based ~~year. This~~compensation ~~increase~~and ~~was~~$302,365 ~~partially~~of ~~offset~~stock byoption acompensation. Additionally, professional fees increased $~~160~~119,~~740~~245 ~~decrease~~due inprimarily ~~impairment~~to ~~loss~~increased onuse ~~intangible~~of ~~assets~~legal inservices ~~comparison~~during to the ~~previous~~fiscal year ended May 31, 2017.

Other Income and Expense

Other income and expense for the ~~twelve~~fiscal ~~months~~year ended May 31, ~~2016~~2017 and ~~2015~~2016 are summarized as follows:

	Year Ended May 31,		~~Year Ended May 31,~~
			2016			2015
	2017			2016
Gain on settlement of debt	$	34,125	~~42,017~~	$	42,017	-
Interest expense		(3,187)	~~(419)~~		(419)	-
Total Expenses	$	$30,938	~~41,598~~	$	$41,598	-

Our gain on settlement of debt of $4234,~~017~~125 was primarily a result of the cancellation of ~~amounts~~advances due ~~a related party~~ during the fiscal year ended May 31, ~~2016~~2017. ~~See~~Our ~~Part~~gain ~~III~~on -settlement ~~Item~~of 13debt -of ~~Certain~~$42,017 ~~Relationships~~was ~~and~~a ~~Related~~result ~~Transactions~~of ~~and~~the ~~Director~~cancellation ~~Independence,~~of ~~for~~amounts ~~additional~~due ~~information~~a related party during the fiscal year ended May 31, 2016.

Liquidity and Capital Resources

As of May 31, ~~2016~~2017, we had cash on hand of $121,~~387~~513 and a working capital deficiency of $~~305~~426,~~629~~475, as compared to cash equivalents on hand of $~~654~~12,387 and a working capital deficiency of $~~298~~305,~~371~~629 as of May 31, ~~2015~~2016. The increase in working capital deficiency is mainly due to an increase in accounts payable ~~and related party payables~~ for the fiscal year ended May 31, ~~2016~~2017.

Private Placement Offerings

OnFrom August ~~11,~~through ~~2015~~September 2016, wethe Company completed a private ~~placement~~placements consisting of ~~600~~2,~~000~~249,607 units at a price of $0.2010 per share for total proceeds of $~~120~~224,~~000~~960, of which $34,960 was received prior to May 31, 2016 and is recorded as common stock subscribed as of May 31, 2016. Each unit ~~consists~~consisted of one share of our common stock and one ~~warrant~~or three warrants to purchase one share of common stock. The warrants have an exercise ~~price~~prices ofranging from $0.4015 to $0.20 and have aterms ~~two-year~~ranging ~~term~~from one to three years.

OnFrom October 7,2016 ~~2015~~through May 2017, wethe Company completed a private ~~placement~~placements (the “October PPM”) consisting of 13,~~250~~760,000 units at a price of $0.2010 per share for total proceeds of $~~250~~376,000. Each unit ~~consists~~consisted of one share of our common stock and ~~one~~two ~~warrant~~warrants to purchase one share of common stock. The warrants have an exercise price of $0.4015 and have a ~~two~~three-year term. These units include 350,000 units not yet issued as of this filing date that are reflected as common stock subscribed totaling $35,000.

OnAs ~~March~~consideration 4,for ~~2016~~entering into the October PPM, wethe ~~completed~~Company agranted to participating investors in the Company’s previous private ~~placement~~placements ~~consisting~~new ofterms on their common stock purchase warrants acquired under the previous private placements (“Previous Warrants”) as follows: (1~~,400,000~~) ~~units~~change atthe aexercise ~~price~~term of ~~$0.10~~the ~~per~~Previous ~~share~~Warrants ~~for~~from ~~total~~the ~~proceeds~~date of ~~$140~~issuance date to three years,~~000. Each~~ ~~unit~~(2) ~~consists~~reduce ofthe ~~one~~exercise ~~share~~price of ~~our~~the ~~common~~Previous ~~stock~~Warrants from $0.20 to $0.15, and ~~one~~(3) ~~warrant~~add toan ~~purchase~~additional warrant for one share of common stock~~. The~~ ~~warrants~~with ~~have~~the anforegoing ~~exercise~~terms. There ~~price~~was ofno ~~$0.20~~additional ~~and~~accounting ~~have~~required afor ~~one-year~~these ~~term~~warrants.

In February, March and May 2016, we completed private placements consisting of an aggregate of 349,607 shares of units at a price of $0.10 per share for total proceeds of $34,960. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.20 and have a one-year term. The shares were not yet issued as of May 31, 2016 and are reflected as common stock subscribed on our balance sheet.

In June and July of 2016, the Company completed private placements consisting of an aggregate of 1,400,000 units at a price of $0.10 per share for total proceeds of $140,000. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.20 and have a one-year term.

Going Concern

The audited financial statements contained in this annual report on Form 10-K have been prepared assuming that the Company will continue as a going concern. We have accumulated losses through the period to May 31, ~~2016~~2017 of approximately $~~2,924,684~~5 million as well as negative cash flows from operating activities. Presently, we do not have sufficient cash resources to meet our plans in the twelve months following May 31, ~~2016~~2017. These factors raise substantial doubt about our ability to continue as a going concern. Management is in the process of evaluating various financing alternatives in order to finance our research and development activities and general and administrative expenses. These alternatives include raising funds through public or private equity markets and either through institutional or retail investors. Although there is no assurance that we will be successful with our fund -raising initiatives, management believes that we will be able to secure the necessary financing as a result of ongoing financing discussions with third party investors and existing shareholders.

The financial statements do not include any adjustments that may be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent on our ability to obtain additional financing as may be required and ultimately to attain profitability. If we raise additional funds through the issuance of equity, the percentage ownership of current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict our future plans for developing our business and achieving commercial revenues. If we are unable to obtain the necessary capital, we may have to cease operations.

Working Capital Deficiency

	May 31,	~~May 31,~~	May 31,	~~May 31,~~
		2016		2015
	2017		2016
Current assets	$	6821,~~392~~494	$	4568,~~862~~392
Current liabilities		~~374~~447,~~021~~969		~~344~~374,~~233~~021
Working capital deficiency	$	~~305~~426,~~629~~475	$	~~298~~305,~~371~~629

The ~~increase~~decrease in current assets is mainly due to ana ~~increase~~decrease of cash, accounts receivable and prepaid expenses. The increase in current liabilities is primarily due to increase in accounts payable ~~and related party payables~~. Management is attempting raise more capital in order to increase the Company’s cash position and pay down current liabilities.

Cash Flows

	Year Ended May 31,	~~Year Ended May 31,~~
		2016			2015
	2017		2016
Net cash used in operating activities	$	(~~509~~569,~~194~~840)	$	$(509,194)	~~(292,784)~~
Net cash used in investing activities		(233,~~577~~824)		(23,577)	-
Net cash provided by financing activities		~~544~~562,~~504~~790		544,504	~~281,250~~
Increase (decrease) in cash	$	11(10,~~733~~874)	$	$11,733	~~(11,534)~~

The increase in net cash used in operating activities in the twelve months ended May 31, ~~2016~~2017, as compared to the previous year is due primarily to an increase in operating expenses. The increase in cash provided by financing activities is due to an increase in proceeds from the sale of our common stock.

Future Financing

Given our cash position of $121,~~387~~513 as of May 31, ~~2016~~2017, management believes that our cash on hand and working capital are insufficient to meet our current anticipated cash requirements. We will require additional funds to implement our growth strategy for our business. In addition, while we have received capital from various private placements that have enabled us to fund our operations, these funds have been largely used to develop our processes and purchase initial amounts of inventory, although additional funds are needed for other corporate operational and working capital purposes. Therefore, we will need to raise an additional $500,000 to $750,000 to cover all of our operational expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Any failure to secure additional financing may force us to modify our business plan. In addition, we cannot be assured of profitability in the future. If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the fiscal year ended May 31, ~~2016~~2017.

Recently Adopted Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”). The amendments in ASU 2014-10 remove an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity. The revised consolidation standards are effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, with early application permitted. The Company has elected to early adopt the provisions of ASU 2014-10 for these consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter, although early adoption is permitted. This guidance is not expected to have an impact on the financial statements of the Company. If any event occurs in future periods that could affect our ability to continue as going concern, we will provide appropriate disclosures as required by ASU 2014-15.

Newly Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue upon the transfer of goods or services to customers in an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five- step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2016 (early adoption is not permitted). The guidance permits the use of either a retrospective or cumulative effect transition method. On July 9, 2015, the FASB decided to delay the effective date of the new revenue standard by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. The Company is currently evaluating the impact of this standard.

In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-11 (ASU 2015-11), Simplifying the Measurement of Inventory. According to ASU 2015-11, an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in ASU 2015-11 more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The Board has amended some of the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory. However, the Board does not intend for those clarifications to result in any changes in practice. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of ASU 2015-11, there are no other substantive changes to the guidance on measurement of inventory.27

24In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-11 (ASU 2015-11), Simplifying the Measurement of Inventory. According to ASU 2015-11, an entity should measure inventory within the scope of this update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. The amendments in ASU 2015-11 more closely align the measurement of inventory in GAAP with the measurement of inventory in International Financial Reporting Standards (IFRS). The Board has amended some of the other guidance in Topic 330 to more clearly articulate the requirements for the measurement and disclosure of inventory. However, the Board does not intend for those clarifications to result in any changes in practice. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of ASU 2015-11, there are no other substantive changes to the guidance on measurement of inventory. For public business entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company elected to early adopt the above. The adoption does not have a significant impact on the Company’s consolidated financial position or results of operations.

For public business entities, the amendments in ASU 2015-11 are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company elected to early adopt the above. The adoption does not have a significant impact on the Company’s consolidated financial position or results of operations.

During November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. ASU 2015-17 provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified statement of financial position. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. We early adopted ASU 2015-17 effective December 31, 2015 on a prospective basis. The adoption did not have a significant impact on the Company’s consolidated financial position or results of operations.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The pronouncement requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for the Company's fiscal year beginning January 1, 2018. The expected adoption method of ASU 2016-01 is being evaluated by the Company and the adoption is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by Item 8 is included following the "Index to Financial Statements" on page F-1 contained in this annual report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (who is our Principal Executive Officer) and our Treasurer (who is our Principal Financial Officer and Principal Accounting Officer), of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of May 31, ~~2016~~2017 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not effective as of May 31, ~~2016~~2017 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC”) rules and forms. This conclusion is based on findings that constituted material weaknesses. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, which currently consists of our Chief Executive Officer and our Treasurer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments. Our management concluded, as of May 31, ~~2016~~2017, that our internal control over financial reporting was not effective. Management realized there were deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.

In performing the above-referenced assessment, management had concluded that as of May 31, ~~2016~~2017, there were deficiencies in the design or operation of our internal control that adversely affected our internal controls which management considers to be material weaknesses including those described below:

(i)

Lack of Formal Policies and Procedures. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day-to-day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

(ii)

Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

(iii)

Insufficient Resources. The Company has insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

(iv)

Entity Level Risk Assessment. The Company did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non- routine transactions, if any, on internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency, which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.

(v)

Lack of Personnel with GAAP Experience. We lack personnel with formal training to properly analyze and record complex transactions in accordance with U.S.

Our management has determined that the weaknesses identified above have not had any material effect on our financial results. However, we are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended May 31, ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

Management’s Remediation Plan

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes in the next fiscal year as resources allow:

(i)

appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management and implement modifications to our financial controls to address such inadequacies; and

(ii)

adopt sufficient written policies and procedures for accounting and financial reporting.

The remediation efforts set out in (i) are largely dependent upon our Company securing additional financing to cover the costs of hiring the requisite personnel and implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management believes that despite our material weaknesses set forth above, our financial statements for the fiscal year ended May 31, ~~2016~~2017 are fairly stated, in all material respects, in accordance with U.S. GAAP.

ITEM 9B. OTHER INFORMATION

~~None~~On February 10, 2017, stockholders holding Fifty Million Four Hundred Twenty-Eight Thousand Five Hundred Seventy One (50,428,571) shares of our common stock, which constituted a majority of the voting power of the Company, took action by written consent for the purpose of authorizing and approving an amendment to increase our authorized shares of capital stock from two hundred million (200,000,000) shares to two hundred ten million (210,000,000) shares, with the ten million (10,000,000) shares being class of preferred stock, par value $1.00 (the “Preferred Stock”). On July 5, 2017, we filed a Certificate of Designation establishing the rights, preferences and privileges of the Series A Preferred Stock with the Nevada Secretary of State promptly after the effective date of this information statement and the establishment of the class of Preferred Stock.

27Provisions in a Company’s Articles of Incorporation authorizing preferred stock in this manner are often referred to as “blank check” provisions because they give a Board of Directors the flexibility, at any time or from time to time, without further stockholder approval (except as may be required by applicable laws, regulatory authorities, or the rules of any stock exchange on which the Company’s securities are then listed), to create one or more series of preferred stock and to determine by resolution the terms of each such series. The authority of the Board of Directors with respect to each series, without limitation, includes a determination of the following: (a) the number of shares to constitute the series, (b) the liquidation rights, if any, (c) the dividend rights and rates, if any, (d) the rights and terms of redemption, (e) the voting rights, if any, which may be full, special, conditional, or limited, (f) whether the shares will be convertible or exchangeable into securities of the Company, and the rates thereof, if any, (g) any limitations on the payment of dividends on the common stock while any series is outstanding, (h) any other provisions that are not inconsistent with the Articles of Incorporation, and (i) any other preference, limitations, or rights that are permitted by law.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below are the present directors and executive officers of the Company. Except as set forth below, there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. Other than as set forth below, there are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer.

Name	Age	Position	Since
Richard D. Kamolvathin	4849	Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and ~~Direcctor~~Director	September 18, 2015
Tyler Mackay	4445	Chief Operating Officer	September 18, 2015
Grant Walsh	6869	Chairman of the Board and Director	October 6, 2015
William Gerald Platt	6970	Director	October 16, 2015
Max Brian Yale	6869	Director	October 28, 2015
David E. Colburn	6970	Director	November 4, 2015

The Board of Directors is comprised of only one class. All of the directors serve for a term of one year and until their successors are elected at the Company’s annual shareholders’ meeting and are qualified, subject to removal by the Company’s shareholders. For the fiscal year ended May 31, ~~2016~~2017, the Company did not hold an annual shareholders’ meeting. Each executive officer serves, at the pleasure of the Board of Directors, for a term of one year and until his successor is elected and ~~ualified~~qualfied at a meeting of the Board of Directors.

Business Experience

Set forth below are brief accounts of the business experience during the past five years of each director, executive officer and significant employee of the Company.

Richard D. Kamolvathin –- Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Richard D. Kamolvathin was appointed as Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director of the Company on September 18, 2015. Mr. Kamolvathin previously served as Chairman of the Board of Directors of Verity Corp., a publicly-traded Organic and Non-GMO sustainable agriculture company. In this capacity, he also served the company as CEO from November 2013 until August 2014, after a term as President from October 2013 and previously as Executive Vice President of Verity Farms LLC, a wholly owned subsidiary of Verity Corp., since February 2011. From June 2006 through January 2011, Mr. Kamolvathin was a sustainable agriculture field advisor for the Rice Bank Foundation, United Nations (Thailand). Prior to 2006, Mr. Kamolvathin worked in the financial services industry. Mr. Kamolvathin is a resident of Sioux Falls, South Dakota, a Regents Private Advisory Board Chair of Vistage International and an advisor to various public and private companies. In this role, he facilitated C-level private board advisory to companies regarding leadership, business strategy formation, new business development, customer growth/retention, and profit generation. He was educated at Western University New York where he earned a Master of Science degree in Applied Mathematics and Theoretical Physics, and at New York Business School where he earned a Bachelor of Science in Mathematics (Honors). Mr. Kamolvathin also holds a number of physics-based U.S. patents.

We believe that Mr. Kamolvathin is qualified to serve on our board of directors because of his knowledge of the industry and our current operations, in addition to his education and business experiences described above.

2832

Tyler Mackay –- Chief Operating Officer

Tyler Mackay was appointed Chief Operating Officer of our Company on September 18, 2015. Mr. Mackay is a business professional, analyst and project manager with extensive purchasing, contract negotiation, human resource and project implementation experience. Since early 2014, he has been actively engaged in the development of the Company’s operations, most recently in the role of VP of Business Development. Previously, from 1999 to 2013, he worked for the Insurance Corporation of British Columbia in a variety of leadership roles as Senior Business Analyst in Planning and Operations, Purchasing and Logistics. He received professional accreditation at the Sauder School of Business, University of British Columbia (UBC), with additional accreditation at Simon Fraser University, along with a number of industry certifications in purchasing management, procurement methodology, human resources, and strategic supply management.

Grant B. Walsh –- Chairman of the Board and Director

Grant B. Walsh was appointed as Chairman of the Board of Directors of our Company on October 6, 2015. Mr. Walsh has been Chairman and/or Director of over 20 companies. Currently, he serves as Chairman of Canada Lands Company Limited (2010 to present). He also serves as a Director of Medifocus Inc. (2007 to present), Square Canada Inc. (2013 to present), and Stroud Resources Inc. (2014 to present). Mr. Walsh is the Managing Director of Walsh Delta Group Inc. (2005 to present), a firm specializing in governance, strategy, leadership, and performance improvement. His expertise is strategy, turnaround and transformational change. Mr. Walsh has been a CEO and/or senior executive of companies in healthcare and the service sector, public and private organizations and U.S. and Canadian entities. As Executive Vice President of The ServiceMaster Company, Chicago, IL, he was accountable for $550 million in revenue, 30,000 employees, and 10,000 properties in 44 states and Canada. Mr. Walsh holds a Master of Business Administration degree in Finance from Southern Illinois University and a designation as a Chartered Director from McMaster University and the Conference Board of Canada. He is a member of the National Association of Corporate Directors and the Institute of Corporate Directors –- Canada.

We believe that Mr. Walsh is qualified to serve on our board of directors because of his experience in chairing publicly-traded companies, in addition to his education and business experiences described above.

William Gerald Platt, Ph.D. –- Director

William Gerald (“Jerry”) Platt, Ph.D. was appointed a Director of our Company on October 16, 2015. Dr. Platt is a Professor Emeritus at San Francisco State University, where he was Professor of Finance for nearly three decades and served as Dean of the College of Business. In 2004, he joined the faculty of the University of Redlands as the Senecal Endowed Chair and Dean of the School of Business. From July 2010 to his retirement from Redlands in February 2012, Dr. Platt was on extended leave in Japan, where he served as Professor of Global Business at Akita International University from April 2011 through March 2014. Since then he has returned to the U.S. but continues to teach part-time in an on-line format for universities in Japan and Canada. From October 2012 to January 2015, Dr. Platt served as Vice Chair of the International Advisory Board to The International Academic Forum (IAFOR). In addition to an extensive career in academia, Dr. Platt previously served as Director of Analytical Services at Health Application Systems, Inc. (HAS), as Manager of Financial Analysis at Natomas Company, at the time a Fortune 500 corporation, and as CEO at Maximum Integrity Air, Inc. He holds an undergraduate degree from Michigan State University, an MBA from Wayne State University, both an M.A. and Ph.D. in Public Administration from The Ohio State University, and a post- doctorate M.S. in statistical computing from Stanford University. Dr. Platt is currently a resident of Beaumont, California.

We believe that Mr. Platt is qualified to serve on our board of directors because of his knowledge of our current financial operations, in addition to his education and business experiences described above.

~~Max Brian Yale – Director~~33

Max “Brian” Yale ~~was~~- ~~appointed a~~ Director of our Company on October 28, 2015. Mr. Yale is an international IT consultant with over 30 years of experience designing and implementing enterprise technology systems for businesses in the US, Canada, and Europe. Mr. Yale served for 10 years as Director of Consulting Services for Hitachi Solutions America. Currently, Hitachi has retained Brian as the Solution Architect for an enterprise system transformation project for a large US and Canada equipment supplier.

29Max “Brian” Yale was appointed a Director of our Company on October 28, 2015. Mr. Yale is an international IT consultant with over 30 years of experience designing and implementing enterprise technology systems for businesses in the US, Canada, and Europe. Mr. Yale served for 10 years as Director of Consulting Services for Hitachi Solutions America. Currently, Hitachi has retained Brian as the Solution Architect for an enterprise system transformation project for a large US and Canada equipment supplier. Before Hitachi, Mr. Yale served as Chief Information Officer (CIO) of American Residential Services and American Mechanical Services, subsidiaries of The ServiceMaster Company, Chicago, IL. He supported over 7,000 employees with IT services and solutions, and managed a staff of IT professionals across North America. In Canada, he has provided IT consulting and advisory services to manufacturers, health care providers, computer services providers, and consumer services businesses. Mr. Yale is a Senior Consultant of the Walsh Delta Group Inc. and its predecessor corporation and participated in numerous service sector consulting assignments across Canada. In the US, Mr. Yale’s clients include legal, non-profit, retail, consumer services, mechanical contractors, wholesale distribution, and government. Government clients include police, fire (911 Call Center), building inspection, and the San Diego City Council. Mr. Yale was privileged to serve as a business advisor and principal consultant for the Turben Company, an innovative IT service provide for foster youth in California. During his career as a business software developer, he personally developed a complete field service and CRM system that is still in use and has processed over $2.5 billion in service work orders to-date. Mr. Yale is Six Sigma certified and has sponsored numerous projects for process improvement. Mr. Yale has been Professor of Computer Science at Laverne University - San Diego Campus. He holds a Master of Science degree in Mathematics from San Diego State University, where he graduated with highest honors. He is a past member of the El Cajon Rotary Club, a past member of the Board of Directors of Volunteers of America, and a past board member of the Board of Directors of Boys and Girls Club of El Cajon.

Before Hitachi, Mr. Yale served as Chief Information Officer (CIO) of American Residential Services and American Mechanical Services, subsidiaries of The ServiceMaster Company, Chicago, IL. He supported over 7,000 employees with IT services and solutions, and managed a staff of IT professionals across North America. In Canada, he has provided IT consulting and advisory services to manufacturers, health care providers, computer services providers, and consumer services businesses. Mr. Yale is a Senior Consultant of the Walsh Delta Group Inc. and its predecessor corporation and participated in numerous service sector consulting assignments across Canada. In the US, Mr. Yale’s clients include legal, non-profit, retail, consumer services, mechanical contractors, wholesale distribution, and government. Government clients include police, fire (911 Call Center), building inspection, and the San Diego City Council. Mr. Yale was privileged to serve as a business advisor and principal consultant for the Turben Company, an innovative IT service provide for foster youth in California. During his career as a business software developer, he personally developed a complete field service and CRM system that is still in use and has processed over $2.5 billion in service work orders to-date. Mr. Yale is Six Sigma certified and has sponsored numerous projects for process improvement. Mr. Yale has been Professor of Computer Science at Laverne University – San Diego Campus. He holds a Master of Science degree in Mathematics from San Diego State University, where he graduated with highest honors. He is a past member of the El Cajon Rotary Club, a past member of the Board of Directors of Volunteers of America, and a past board member of the Board of Directors of Boys and Girls Club of El Cajon.

We believe that Mr. Yale is qualified to serve on our board of directors because of his operational experience, in addition to his education and business experiences described above.

David E. Colburn –- Director

David E. Colburn was appointed a Director of our Company on November 4, 2015. Mr. Colburn has over thirty years of operating and executive level experience in public and private enterprises serving as President/CEO of six companies and Chief Operating Officer of two companies. Mr. Colburn has had P&L and revenue responsibility for companies with annual revenues of $8 million to $7 billion and has an extensive operating background in automotive, industrial, technology and manufacturing. Mr. Colburn served as President of the Global Manufacturing Industry Practice of Electronic Data Systems (EDS) of Plano, TX; Del-Met Corporation of Nashville, TN; MTD Automotive of Cleveland, OH; AP Parts International Inc.’'s North American Aftermarket Division of Goldsboro, NC; and Repcoparts Corporation of Cerritos, CA. From 2011 to 2015, he was President and CEO of Hickory Springs Manufacturing of Hickory, NC, a large diversified manufacturer with 55 US locations, 3,000 employees and a global footprint where he now still serves on the Board of Directors. Mr. Colburn has served as Chairman of the Automotive Service Industry Association and Automotive Sales Council, in addition to the Board of ACG Raleigh (Association for Corporate Growth). He currently is a member of National Association of Corporate Directors (NACD). He has served on the boards of MTD Corp, Hickory Springs Manufacturing, Evatran, LLC and Bob Barker, Inc. (Chairman of Audit Committee in the past and still serving on the Board). Mr. Colburn earned a Bachelor of Arts degree at Roberts Wesleyan College and has earned continuing education credentials from the University of Michigan, University of Pennsylvania (Wharton School of Business), University of Illinois and Bowling Green University.

We believe that Mr. Colburn is qualified to serve on our board of directors because of his knowledge of our current operations, in addition to his education and business experiences described above.

With respect to each Director named above, there is no arrangement or understanding pursuant to which any were appointed as a Director of the Company. No Director has any family relationships with any other executive officers or Directors of the Company, or persons nominated or chosen by the Company to become Directors or executive officers. Furthermore, the Company is not aware of any transaction requiring disclosure under Item 404(a) of Regulation S-K. It is contemplated that any Director may serve on certain committees of the Board of Directors, but no such committee appointments have been made at this time.

Term of Office

Our directors cease to hold office immediately before their election at an annual general meeting or their appointment by the unanimous resolution of our shareholders, but are eligible for reelection or reappointment. Notwithstanding the foregoing, our directors hold office until their successors are elected or appointed, or until their deaths, resignations or removals. Our officers hold office at the discretion of our board of directors, or until their deaths, resignations or removals.

Potential Conflicts of Interest

We are not aware of any conflicts of interest with our directors and officers.

Family Relationships

There are no family relationships between or among any of our directors, executive officers and any incoming directors or executive officers.

Involvement in Certain Legal Proceedings

No director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Committees of the Board of Directors

During the fiscal year ended May 31, ~~2016~~2017, our Board of Directors held ~~one~~two formal ~~meeting~~meetings. In addition to that, the Board of Directors approved various corporate actions by way of resolutions consented to in writing by a unanimous vote of the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and the bylaws of our Company, as valid and effective as if they had been passed at a meeting of the directors duly called and held. We do not presently have a policy regarding director attendance at meetings.

We do not currently have a standing audit, nominating or compensation committee of the Board of Directors, or any committee performing similar functions. Our Board of Directors performs the functions of audit, nominating and compensation committees.

Audit Committee

Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Instead, the entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue to do so until such time as a separate audit committee has been established.

Audit Committee Financial Expert

We currently have not designated anyone as an “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation S-K as we have not yet created an audit committee of the Board of Directors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the fiscal year ended May 31, ~~2016~~2017, the reports listed below were not timely filed. ~~With respect to 10% percent beneficial owners, our policy is to use our reasonable best efforts to compel such holders to comply with all applicable filing requirements.~~


Reporting Person	Date of Reportable Event	Form Required	Filing Due Date	Date Form Filed

Richard D. Kamolvathin	12/1/2016	Form 4	12/5/16	12/29/16
Tyler John Mackay	12/1/2016	Form 4	12/5/16	12/29/16
Grant B. Walsh	12/1/2016	Form 4	12/5/16	12/29/16
William Gerald Platt	12/1/2016	Form 4	12/5/16	12/29/16
David E. Colburn	12/1/2016	Form 4	12/5/16	12/29/16
Max Brian Yale	12/1/2016	Form 4	12/5/16	12/29/16

Reporting Person	Date of Reportable Event	Form Required	Filing Due Date	Date Form Filed
Richard D. Kamolvathin	9/18/2015	Form 3	9/28/2015	9/30/2015
Tyler John Mackay	9/18/2015	Form 3	9/28/2015	9/30/2015
Grant B. Walsh	10/06/2016	Form 3	10/16/2015	10/23/2015
Max Brian Yale	10/28/2015	Form 3	11/7/2015	11/13/2015
David E. Colburn	11/4/2015	Form 3	11/14/2015	11/30/2015
Grant B. Walsh	1/22/2016	Form 4	1/26/2016	4/21/2016
William Gerald Platt	1/22/2016	Form 4	1/26/2016	4/21/2016
David E. Colburn	1/22/2016	Form 4	1/26/2016	4/21/2016
Max Brian Yale	1/22/2016	Form 4	1/26/2016	4/21/2016
Joseph Fewer	*	*	*	Not Filed

* Last Schedule 13D filed on May 14, 2015 indicating 21,500,000 shares of Common Stock held directly by Mr. Fewer and 2,500,000 shares of Common Stock held by Mr. Fewer in joint tenancy with his wife.

Nominations to the Board of Directors

Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board of Director candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.

In addition, directors must have time available to devote to ~~Board~~board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.

In carrying out its responsibilities, the Board of Directors will consider candidates suggested by stockholders. If a stockholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws. Suggestions for candidates to be evaluated by the proposed directors must be sent to the Board of Directors, c/o GroGenesis, Inc., 101 S. Reid Street, Suite 307, Sioux Falls, SD 57103.

As of May 31, ~~2016~~2017, we did not effect any material changes to the procedures by which our shareholders may recommend nominees to our Board of Directors.

Board Leadership Structure and Role on Risk Oversight

Richard D. Kamolvathin currently serves as the Company’s principal executive officer. The Company determined this leadership structure was appropriate for the Company due to our small size and limited operations and resources. The Board of Directors will continue to evaluate the Company’s leadership structure and modify as appropriate based on the size, resources and operations of the Company. It is anticipated that the Board of Directors will establish procedures to determine an appropriate role for the Board of Directors in the Company’s risk oversight function.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

Code of Ethics

The Company has not adopted a written code of ethics that governs the Company’s employees, officers and directors.

ITEM 11. EXECUTIVE COMPENSATION

General Philosophy

Our Board of Directors is responsible for establishing and administering the Company’s executive and director compensation. In deciding on the composition and amounts of compensation of our named executive officers, the Board of Directors considers such factors as what business objectives the compensation program is designed to reward, what is each element of compensation and how to compensate for it, how to determine the amount or formula for each element and how each element fits into the company’s overall compensation objectives and affects decisions regarding other elements of compensation.

Summary Compensation

The following table summarizes the compensation of each named executive for the fiscal years ended May 31, ~~2016~~2017 and ~~2015~~2016 awarded to or earned by (i) each individual serving as our principal executive officer and principal financial officer of the Company and (ii) each individual that served as an executive officer of the Company at the end of such fiscal years who received compensation in excess of $100,000.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Nonequity Incentive Plan Compen- sation ($)		Change in Pension Value and Non Qualified Deferred Compen- sation Earnings ($)		All Other Compen- sation ($)		Total ($)
Richard Kamolvathin CEO & CFO (1)(2)(3)	2016 2015	$ $	- -	$ $	- -	$ $	85,000 -	$ $	- -	$ $	- -	$ $	- -	$ $	118,145 -	$ $	203,145 -
Richard Kamolvathin CEO & CFO 1,2,3	2017 2016	$ $	- -	$ $	- -	$ $	180,000 85,000	$ $	$75,591 -	$ $	- -	$ $	- -	$ $	220,333 118,145	$ $	475,924 203,145
Joseph Fewer Former CEO & CFO(4)	2016 2015	$ $	- -	$ $	- -	$ $	- -	$ $	- -	$ $	- -	$ $	- -	$ $	25,200 42,000	$ $	25,200 42,000
Joseph Fewer Former CEO & CFO 4	2017 2016	$ $	- -	$ $	- -	$ $	- -	$ $	- -	$ $	- -	$ $	- -	$ $	- 25,200	$ $	- 25,200

Notes:

(1)

Mr. Kamolvathin was appointed Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer of the Company on September 18, 2015.

(2)

During the fiscal year ended May 31, ~~2016~~2017, Mr. Kamolvathin earned $~~118~~220,~~145~~333 as compensation for his role as our Chief Executive Officer and Chief Financial Officer.

(3)

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of Mr. Kamolvathin.

(4)

Mr. Fewer resigned from all of his officer positions in the Company on September 18, 2015.

Employment Agreements

There are currently no employment agreements between the Company and any of our executive officers.

Outstanding Equity Awards at Fiscal Year End

The following table summarizes the outstanding equity awards held by each named executive officer of our company as of May 31, ~~2016~~2017.

Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options Unexercisable (#) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expir- ation Date Number of Shares or Units of Stock that have not Vested (#) Market Value of Shares or Units of Stock that have not Vested (#) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested ($) Richard Kamolvathin CEO & CFO - - - - - - - - N/A N/A - - - - - - - - Joseph Fewer Former CEO & CFO - - - - - - - - N/A N/A - - - - - - - -


	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expir- ation Date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares or Units of Stock that have not Vested (#)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have not Vested ($)
Richard Kamolvathin CEO & CFO ¹	720,000	2,880,000	-	$ 0.17	12/01/16	-	-	-	-
Tyler Mackay COO ²	480,000	1,920,000	-	$ 0.17	12/01/16	-	-	-	-

(1)

Mr. Kamolvathin was appointed Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director of the Company on September 18, 2015. On October 19, 2015, Mr. Kamolvathin was granted 500,000 shares of restricted stock of the Company that vested on date of grant. On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 900,000 shares of restricted stock and 3,600,000 options for common stock at an exercise price of $0.17 to Mr. Kamolvathin. The options vest as to 1/5 on each of December 1, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

(2)

Mr. Mackay was appointed Chief Operating Officer on September 18, 2015. On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 600,000 shares of restricted stock and 2,400,000 options for common stock at an exercise price of $0.17 to Mr. Mackay. The options vest as to 1/5 on each of December 1, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination, or Change in Control Arrangements

We have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or executive officers at, following, or in connection with the resignation, retirement or other termination of our directors or executive officers, or a change in control of our company or a change in our directors’ or executive officers’ responsibilities following a change in control.

3438

Director Compensation

The following table sets forth for each director certain information concerning his compensation for the fiscal year ended May 31, ~~2016~~2017.

	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All other Compensation ($)		Total ($)
Grant Walsh, Chairman 1&6		-		55$50,~~100~~000		-$10,499		-		-		-		55$60,~~100~~499
Richard Kamolvathin, Director 2&6		-		-		-		-		-		-		-
William Gerald Platt, Director 3&6		-		62$50,~~020~~000		-$10,499		-		-		-		62$60,~~020~~499
Brian Yale, Director 4&6		-		62$50,~~020~~000		-$10,499		-		-		-		62$60,~~020~~499
David E. Colburn, Director 5&6		-		56$50,~~020~~000		-$10,499		-		-		-		56$60,~~020~~499

Notes:

(1)

Mr. Walsh was appointed as Chairman of the Board of Directors of the Company on October 6, 2015. On January 22, 2016, Mr. Walsh was granted 1,000,000 shares of restricted stock of the Company as a bonus for services rendered and will vest in full on December 31, 2016. On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 250,000 shares of restricted stock and 500,000 options for common stock at an exercise price of $0.17 to Mr. Walsh. The options vest as to 1/5 on each of December 1, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

(2)

Mr. Kamolvathin was appointed Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director of the Company on September 18, 2015. On October 19, 2015, Mr. Kamolvathin was granted 500,000 shares of restricted stock of the Company that vested on date of grant. For his role as a director, on November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 900,000 shares of restricted stock and 3,600,000 options for common stock at an exercise price of $0.17 to Mr. Kamolvathin. The options vest as to 1/5 on each of December 1, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

(3)

Dr. Platt was appointed to the Board of Directors on October 16, 2015. Upon such appointment as a Director, Dr. Platt was granted 300,000 shares of restricted common stock of the Company as compensation for his first year as his role as a Director of the Company. On January 22, 2016, Dr. Platt was granted 200,000 shares of restricted stock of the Company as a bonus for services rendered and will vest in full on December 31, 2016. On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 250,000 shares of restricted stock and 500,000 options for common stock at an exercise price of $0.17 to Dr. Platt. The options vest as to 1/5 on each of December 1, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

(4)

Mr. Yale was appointed to the Board of Directors on October 28, 2015. Upon such appointment as a Director, Mr. Yale was granted 300,000 shares of restricted common stock of the Company as compensation for his first year as his role as a Director of the Company. On January 22, 2016, Mr. Yale was granted 200,000 shares of restricted stock of the Company as a bonus for services rendered and will vest in full on December 31, 2016. On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 250,000 shares of restricted stock and 500,000 options for common stock at an exercise price of $0.17 to Mr. Yale. The options vest as to 1/5 on each of December 1, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

(5)

Mr. Colburn was appointed to the Board of Directors on November 4, 2015. Upon such appointment as a Director, Mr. Colburn was granted 300,000 shares of restricted common stock of the Company as compensation for his first year as his role as a Director of the Company. On January 22, 2016, Mr. Colburn was granted 200,000 shares of restricted stock of the Company as a bonus for services rendered and will vest in full on December 31, 2016. On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 250,000 shares of restricted stock and 500,000 options for common stock at an exercise price of $0.17 to Mr. Colburn. The options vest as to 1/5 on each of December 1, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

(6)

All directors receive reimbursement for reasonable out of pocket expenses in attending board of directors’ meetings and for promoting our business. From time to time we may engage certain members of the board of directors to perform services on our behalf. In such cases, we intend to compensate the members for their services at rates no more favorable than could be obtained from unaffiliated parties.

Risk Management Considerations

We believe that our compensation policies and practices for our employees, including our executive officers, do not create risks that are reasonably likely to have a material adverse effect on our Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of August 2928, ~~2016~~2017, with respect to the beneficial ownership of our common stock for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially five percent (5%) or more of the outstanding shares of our common stock. As of August 2928, ~~2016~~2017, there were 9199,~~293~~303,178 shares of common stock outstanding.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

Security Ownership of Certain Beneficial Holders

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership(2)	Percent of Class
Common Stock	Joseph Fewer 7123 Hacienda Road Aylmer Ontario, Canada, N5H 2R5	23,~~792~~200,000 Direct (3)	2623.0636%
Common Stock	Maria Fernandes H. No. 16/B, Adsul in Benaulim Goa	1110,000,000 Direct	1210.0507%
	Total Beneficial Holders as a Group	34,792,000 Direct	38.11%
Common Stock	Guy Gillingham 1021 Beaumont Drive North Vancouver, Canada V7R 1P8	16,000,000 Direct	16.11%
	Total Beneficial Holders as a Group	49,200,000 Direct	49.54%

Security Ownership of Management

Title of Class	Name and Address of Beneficial Owner (1)	Amount and Nature of Beneficial Ownership(2)	Percent of Class
Common Stock	Richard D. Kamolvathin	~~500~~2,120,000 Direct (4)	2.5612%
Common Stock	Tyler Mackay	-1,080,000 Direct (9)	-1.08%
Common Stock	Grant Walsh ~~(5)~~	-1,350,000 Direct (5)	-1.36%
Common Stock	William Gerald Platt	~~300~~850,000 Direct (6)	~~.33~~<1%
Common Stock	Max Brian Yale	~~300~~850,000 Direct (7)	~~.33~~<1%
Common Stock	David E. Colburn	~~300~~850,000 Direct (8)	~~.33~~<1%
Common Stock	Directors & Executive Officers as a group	17,~~400~~100,000 Direct	17.5514%

Notes:

(1)

The address of record is c/o GroGenesis, Inc., 101 S. Reid Street, Suite 307, Sioux Falls, SD 57103.

(2)

Unless otherwise noted, the beneficial owner has sole voting and investment power with respect to the shares shown. All ownership is beneficial and of record, unless indicated otherwise. Beneficial ownership includes stock options that will vest within 60 days of August 2928, 2016.

(3)

Includes (a) 21,500,000 shares of common stock held by Mr. Fewer, and (b) 21,~~292~~700,000 shares held jointly with Mr. Fewer’s wife, and over which Mr. Fewer has shared voting power.

(4)

On October 19, 2015, Mr. Kamolvathin was granted 500,000 shares of restricted stock of the Company that vested on the date of the grant. On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 900,000 shares of restricted stock and 3,600,000 options for common stock at an exercise price of $0.17 to Mr. Kamolvathin. The options vest as to 1/5 on each of December 1, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

(5)

On January 22, 2016, Mr. Walsh was granted 1,000,000 shares of restricted stock of the Company as a bonus for services rendered that vested on December 31, 2016. On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 250,000 shares of restricted stock and ~~will~~500,000 options for common stock at an exercise price of $0.17 to Mr. Walsh. The options vest inas ~~full~~to 1/5 on each of December 311, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

(6)

On October 16, 2015, Dr. Platt was granted 300,000 shares of restricted common stock of the Company as compensation for his first year as his role as a Director of the Company. On January 22, 2016, Dr. Platt was granted 200,000 shares of restricted stock of the Company as a bonus for services rendered that vested on December 31, 2016. On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 250,000 shares of restricted stock and ~~will~~500,000 options for common stock at an exercise price of $0.17 to Dr. Platt. The options vest inas ~~full~~to 1/5 on each of December 311, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

(7)

On October 28, 2015, Mr. Yale was granted 300,000 shares of restricted common stock of the Company as compensation for his first year as his role as a Director of the Company. On January 22, 2016, Mr. Yale was granted 200,000 shares of restricted stock of the Company as a bonus for services rendered that vested on December 31, 2016. On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 250,000 shares of restricted stock and ~~will~~500,000 options for common stock at an exercise price of $0.17 to Mr. Yale. The options vest inas ~~full~~to 1/5 on each of December 311, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

(8)

On November 4, 2015, Mr. Colburn was granted 300,000 shares of restricted common stock of the Company as compensation for his first year as his role as a Director of the Company. On January 22, 2016, Mr. Colburn was granted 200,000 shares of restricted stock of the Company as a bonus for services rendered that vested on December 31, 2016. On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 250,000 shares of restricted stock and ~~will~~500,000 options for common stock at an exercise price of $0.17 to Mr. Colburn. The options vest inas ~~full~~to 1/5 on each of December 311, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

(9)

On November 9, 2016, the Board of Directors of the Company approved, effective December 1, 2016, the grant of 600,000 shares of restricted stock and 2,400,000 options for common stock at an exercise price of $0.17 to Mr. Mackay. The options vest as to 1/5 on each of December 1, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020.

Securities Authorized for Issuance Under Equity Compensation Plans

~~None~~Under the Company’s 2017 Plan, awards of any and all types that may be granted during a calendar year to any participant shall be limited, in the aggregate, to the number of shares of common stock equal to 12,000,000 shares (subject to adjustment in accordance with the provisions of Section 13(d) of the 2017 Plan). The number of shares of Common Stock available to grant for awards will increase proportionally any time additional shares of Common Stock are issued by the Company as long as the Plan is in effect. As of August 28, 2017, the Board of Directors has not issued any grants pursuant to the 2017 Plan.

Transfer Agent

Our transfer agent is Island Stock Transfer, Inc., and is located at 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida 33760. Their telephone number is (727) 289-0010.

Transactions with Related Persons

Except as set out below, as of May 31, ~~2016~~2017, there have been no transactions, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest:

any director or executive officer of our company;

any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

any promoters and control persons; and

any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.

Consulting Agreements

We entered into an agreement with our Vice-President of Sales and Manufacturing, Stephen Moseley, on September 9, 2013 whereby we agreed to acquire certain equipment used in conjunction with the production, sales, and marketing of AgraBurst. 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 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. Mr. Moseley's agreement would have become effective on the date that we raised a minimum of $500,000 for operations. The agreement recognized that Mr. Moseley had been involved in the sale of surfactants prior to the date of the agreement and that he would maintain the right to sell AgraBurst to 53 existing clients and profit exclusively from sales to them. On July 11, 2016, we entered into a Rescission Agreement and Mutual Release (the “Rescission Agreement”) with Mr. Moseley, whereby he agreed to rescind any business agreements, including existing consulting agreements, whether verbal or in writing, and in conjunction with such rescission, agreed to return an aggregate total of 5,000,000 shares of our common stock to us for cancellation. In conjunction with Rescission Agreement, Mr. Moseley and the Company consented to a mutual release of any claims, current or contemplated.

On March 1, 2014, we entered into a Consulting Agreement with our Chief Operating Officer, Alan R. Hughes, whereby the Company agreed to pay Mr. Hughes $2,500 per month. During the year ended May 31, 2016 and 2015, the Company recorded $8,917 and $37,500, respectively, of consulting fees for services that Mr. Hughes provided. As of May 31, 2016, we owe Mr. Hughes $46,417 (2015 -$37,500), which is unsecured, non-interest bearing and due on demand. On September 17, 2015, Mr. Hughes resigned as Chief Operating Officer and Director of the Company.

Exchange Agreement

~~Subsequent~~On ~~to our fiscal year ended May 31, 2016, on~~ July 18, 2016, we entered into an Exchange Agreement (the “Exchange Agreement”) separately with two shareholders, whereby on the Effective Date (as defined below) each shareholder agreed to (i) surrender 10,000,000 shares of our Common Stock, and (ii) assign such Common Stock to us for cancellation thereof pursuant to an Assignment of Interest; and whereby, in exchange, we shall (i) cancel the Shareholder’s Common Stock, (ii) issue each shareholder 20,000 shares of a new class of capital stock, namely a Series A Preferred Stock of $0.001 par value (the “Exchange Stock”), and (iii) enter the exchange on our books and records. “Effective Date” means the date the Exchange Agreement, including the Assignment of Interest has been fully executed and delivered, we have obtained shareholder approval of the establishment of the class of Series A Preferred Stock and the Certificate of Designation establishing the Series A Preferred Stock has been filed with the Nevada Secretary of State. ~~See Notes to Financial Statements - Note 11 - Subsequent Events for additional information regarding the Exchange Agreement.~~

Expense Reimbursement

~~During~~As ~~the~~of ~~year ended~~ May 31, ~~2015~~2017, ~~Stephen~~the ~~Moseley,~~Company ~~our~~owes ~~former~~Mr. ~~Vice~~Fewer ~~President~~$46,087 offor ~~Sales~~loans, general and ~~Manufacturing,~~administrative ~~paid~~expenses ~~for~~and travel expenses paid on behalf of the Company. The ~~and~~amount ~~collected~~is ~~revenue~~unsecured, onnon-interest ~~sales~~bearing onand ~~behalf~~due ofon ~~the Company~~demand. As of May 31, ~~2016 and 2015~~2017, the Company owes the wife of Mr. ~~Moseley~~Fewer $734,~~387~~000 for general and ~~$72,896,~~administration ~~respectively,~~support ~~for~~services ~~loans~~provided ~~that~~to ~~are~~the Company. The amount is unsecured, non-interest bearing and due on demand.

As of May 31, 2016 and 2015, the Company owes Mr. Fewer $44,542 and $9,092, respectively, for loans, general and administrative expenses and travel expenses paid on behalf of the Company. The amount is unsecured, non-interest bearing and due on demand. As of May 31, 2016, the Company owes the wife of Mr. Fewer $4,000 ($6,000 as of May 31, 2015) for general and administration support services provided to the Company. The amount is unsecured, non-interest bearing and due on demand.

Shareholder Loans

During the fiscal year ended May 31, 2015, the Company received loans of $53,325 from two shareholders. As of May 31, ~~2016~~2017, the balance of these loans was $6333,325. These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

Otherwise, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction in the past two most recently completed fiscal years.

past two most recently completed fiscal years.

Named Executive Officers and Current Directors

For information regarding compensation for our named executive officers and current directors, see “Executive Compensation”.

Director Independence

Our board of directors consists of Richard Kamolvathin, Grant B. Walsh, William Gerald (“Jerry”) Platt, Max “Brian” Yale and David E. Colburn. Our securities are quoted on the OTC Marketplace, which does not have any director independence requirements. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., the NASDAQ National Market, and the Securities and Exchange Commission.

Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues. Based on these standards, we have determined that Messrs. Walsh, Platt, Yale and Colburn are each independent directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Accounting Fees

Effective September 21, 2015, PLS CPA, a professional corporation, ("PLS) resigned as our independent registered public accounting firm. On September 25, 2015 the we engaged Turner, Stone & Company, LLP (“Turner Stone”) as our new independent registered public accounting firm. The following table sets forth the fees billed to the Company for professional services rendered by PLS and Turner Stone, respectively, for each of the years ended May 31, ~~2016~~2017 and ~~2015~~2016:

	Turner Stone				PLS
Services		2016		2015		2016		2015
Audit fees	$	9,000	$	-	$	10,000	$	19,000
Audit related fees		-		-		-		-
Tax fees		-		-		-		-
All other fees		-		-		-		-
Total fees	$	9,000	$	-	$	10,000	$	19,000


	Turner Stone				PLS
Services		2017		2016		2017		2016
Audit fees	$	28,250	$	9,000	$	-	$	10,000
Audit related fees		-		-		-		-
Tax fees		-		-		-		-
All other fees		-		-		-		-
Total fees	$	28,250	$	9,000	$	-	$	10,000

Audit Fees

The aggregate audit fees ~~were~~billed ~~paid~~and unbilled for the ~~audit~~fiscal years ended May 31, 2017 and 2016 were for professional services ofrendered ~~our~~by ~~Annual~~Turner Stone and ~~Quarterly~~PLS ~~reports~~for the audits of our annual financial statements and ~~issuing~~the ~~consents~~review ~~for~~of our ~~registration~~financial statements included in our quarterly reports on Form 10-Q.

~~Other~~Audit-Related Fees

We did not use ~~PLS or~~ Turner Stone or PLS for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers.

Tax and Other Fees

The aggregate tax and other fees billed for the fiscal years ended May 31, 2017 and 2016 were for tax related or other services rendered by our principal accountants in connection with the preparation of our federal and state tax returns.

Pre-Approval Policies and Procedures

Our board of directors preapproves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by the board of directors before the respective services were rendered. Our board of directors has considered the nature and amount of fees billed by Turner Stone and believes that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.

3944

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial Statements:

Report of Independent Registered Public Accounting Firm - Turner, Stone & Company, LLP

Balance Sheets as of May 31, 2016 and 2015

Statements of Operations for the Years Ended May 31, 2016 and 2015

Statements of Changes in Stockholders’ Deficit for the Years Ended May 31, 2016 and 2015

Statements of Cash Flows for the Years Ended May 31, 2016 and 2015

The following documents are filed as part of this Annual Report:

No.	Description
Exhibit
Number	Description
(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1	Asset Purchase Agreement dated September 9, 2013, by and between the Company and Joseph Fewer (incorporated by reference to our Current Report on Form 8-K filed on February 10, 2014)
2.2	Asset Purchase Agreement dated September 9, 2013, by and among the Company and Stephen Moseley (incorporated by reference to our Current Report on Form 8-K filed on February 10, 2014)
2.3	Form of Exchange Agreement dated July 18, 2016 (incorporated by reference to our Current Report on Form 8-K filed on July 25, 2016)
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Amendment No. 1 to the Quarterly Report on Form 10-Q/A filed on May 14, 2015)
3.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on July 27, 2010)
3.3*	Amendment to Articles of Incorporation
(10)	Material Contracts
10.1	Easement Agreement, dated September 9, 2013, by and among the Company, Joseph Fewer and Denise Fewer (incorporated by reference to our Current Report on Form 8-K filed on February 10, 2014).
10.2*	Consulting Agreement dated September 9, 2013, by and between the Company and Joseph Fewer
10.2	Consulting Agreement dated September 9, 2013, by and between the Company and Joseph Fewer.
10.3	Rescission Agreement and Mutual Release dated July 11, 2016 by and between the Company and Stephen Mosely (incorporated by reference to our Current Report on Form 8-K filed on July 15, 2016)
10.4	Rescission Agreement and Mutual Release dated July 11, 2016 by and between the Company and Helen Keenan (incorporated by reference to our Current Report on Form 8-K filed on July 15, 2016)
(31)	Rule 13a-14(a)/15d-14(a) Certification
31.1*	Certification Statement of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification Statement of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certification
32.1*	Certification Statement of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification Statement of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	Interactive Data Files
(101)*	Interactive Data Files
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*~~Filed herewith~~

40Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GROGENESIS, INC.

By: /s/ Richard Kamolvathin Richard Kamolvathin Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) Date: August 28, 2017

Richard Kamolvathin

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer, Principal Financial Officer

and Principal Accounting Officer)

Date: August 29, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Grant Walsh Grant Walsh Chairman of the Board of Directors Date: August 28, 2017 By: /s/ Richard Kamolvathin Richard Kamolvathin Director Date: August 28, 2017 By: /s/ William Gerald Platt William Gerald Platt Director Date: August 28, 2017 By: /s/ Brian Yale Brian Yale Director Date: August 28, 2017 By: /s/ David E. Colburn David E. Colburn Director Date: August 28, 2017

~~Grant Walsh~~46

Chairman of the Board of Directors

Date: August 29, 2016

By: /s/ Richard Kamolvathin

Richard Kamolvathin

Director

Date: August 29, 2016

By: /s/ William Gerald Platt

David Sidransky

Director

Date: August 29, 2016

By: /s/ Brian Yale

Yaron Adler

Director

Date: August 29, 2016

By: /s/ David E. Colburn

Etti Hanochi

Director

Date: August 29, 2016

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GROGENESIS, INC.

FINANCIAL STATEMENTS AS OF MAY 31, 2017 AND 2016

TABLE OF CONTENTS

	Page
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS	F-2 & F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
FINANCIAL STATEMENTS:
CONSOLIDATED FINANCIAL STATEMENTS:
Balance Sheets	F-4
Consolidated Balance Sheets	F-2
Statements of Operations	F-5
Consolidated Statements of Operations	F-3
Statements of Stockholders’ Deficit	F-6
Consolidated Statements of Changes in Shareholders’ Deficit	F-4
Statements of Cash Flows	F-7
Consolidated Statements of Cash Flows	F-5
Notes to Financial Statements	F-8 to F-16
Notes to Consolidated Financial Statements	F-6 to F-15

~~F-1~~47

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of

GroGenesis, Inc.

We have audited the accompanying consolidated balance ~~sheet~~sheets of GroGenesis, Inc. (the “Company”) as of May 31, 2017 and 2016 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the ~~year~~years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our ~~audit~~audits.

We conducted our ~~audit~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of GroGenesis, Inc. as of May 31, 2017 and 2016, and the results of its consolidated operations and its cash flows for the ~~year~~years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations since inception ~~and has a working capital deficiency both of~~ which ~~raise~~raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to ~~these~~this ~~matters~~matter are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Turner, Stone & Company, L.L.P.

Dallas, Texas

August 2928, ~~2016~~2017

F-1

GROGENESIS, INC.

CONSOLIDATED BALANCE SHEETS


	May 31, 2017		May 31, 2016

ASSETS

Current Assets
Cash	$	1,513	$	12,387
Accounts receivable, net		-		15,191
Prepaid expenses		12,406		33,835
Advances to related parties		3,158		990
Inventory		4,417		5,989
Total Current Assets		21,494		68,392

Property, plant and equipment - net		21,341		124,535
		21,341		124,535

Total Assets	$	42,835	$	192,927

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	258,390	$	130,952
Current portion of long-term debt		3,383		3,210
Related party payables		177,544		205,734
Deferred revenue		8,652		12,375
Advance		-		21,750
Total Current Liabilities		447,969		374,021

Long-term debt, less current portion		2,181		5,564

Commitments and contingencies (Note 9)

Stockholders’ Deficit
Common stock, 200,000,000 shares authorized, $0.001 par value; 99,303,178 and 88,543,571 shares issued and outstanding as of May 31, 2017 and 2016, respectively		99,303		88,544
Common stock subscribed		35,000		34,960
Additional paid-in capital		4,559,462		2,614,522
Accumulated deficit		(4,990,375)		(2,924,684)
Less cost of common stock in treasury; 5,500,000 and 0 shares		(94,926)		-
Total GroGenesis, Inc. Stockholders’ Deficit		(391,536)		(186,658)
Non-controlling interest		(15,779)		-
Total Stockholders' Deficit		(407,315)		(186,658)
Total Liabilities and Stockholders’ Deficit	$	42,835	$	192,927

The accompanying notes are an integral part of these audited consolidated financial statements.

F-2

~~PLS CPA~~GROGENESIS, ~~A PROFESSIONAL CORPORATION~~INC.

tCONSOLIDATED ~~4725~~STATEMENTS ~~MERCURY~~OF ~~ST. #210 t SAN DIEGO t CALIFORNIA 9111t~~OPERATIONS

t TELEPHONE (858)722-5953 t FAX (858) 761-0341 t FAX (858) 433-2979


	For the Year Ended May 31,
	2017		2016

Revenue	$	-	$	14,611
Cost of revenues		-		15,804

Gross Profit (Loss)		-		(1,193)

Operating expenses

Consulting fees		1,766,011		551,636
Depreciation		12,092		32,578
General and administrative		108,641		109,254
Impairment loss on intangible assets		-		40,260
Transfer agent and filing fees		12,665		14,522
Professional fees		212,999		93,754

Total Operating Expenses		2,112,408		842,004

Loss from Operations		(2,112,408)		(843,197)

Other income (expense)

Gain on settlement of debt		34,125		42,017
Interest expense		(3,187)		(419)
		30,938		41,598

Net loss		(2,081,470)		(801,599)

Net loss attributable to non-controlling interest		15,779		-

Net loss attributable to GroGenesis, Inc.	$	(2,065,691)	$	(801,599)

Net loss attributable to GroGenesis, Inc. per share - basic	$	(0.02)	$	(0.01)

Weighted Average Shares Outstanding		94,261,430		83,278,856

tThe ~~E-MAIL~~accompanying ~~changgpark@gmail.com~~notes tare an integral part of these audited consolidated financial statements.

____________________________________________________________________________________________

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

GroGenesis, Inc.

We have audited the accompanying balance sheets of GroGenesis, Inc. (the “Company”) as of May 31, 2015 and the related statements of operations, changes in shareholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GroGenesis, Inc. as of May 31, 2015, and the result of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/PLS CPA

PLS CPA, A Professional Corp.

September 14, 2015

San Diego, CA. 92111

F-3

GROGENESIS, INC.

~~BALANCE~~CONSOLIDATED ~~SHEETS~~STATEMENTS OF SHAREHOLDERS’ DEFICIT

	May 31, 2016			May 31, 2015
	Common Stock			Common Stock		Additional Paid-in		Accumulated		Treasury		Non-controlling Interest in
ASSETS
	Number	Par Value		Subscribed		Capital		Deficit		Stock		Subsidiary		Total
Current Assets
Balance, May 31, 2015	81,565,000	$	81,565	$	255,000	$	1,652,715	$	(2,123,085)	$	-	$	-	$	(133,805)
Cash	$	12,387		$	654
Common stock issued for cash	3,978,571		3,979		(255,000)		761,021		–		–		–		510,000
Accounts receivable, net		15,191			2,475
Share subscriptions	–		–		34,960		–		–		–		–		34,960
Prepaid expenses		33,835			20,500
Common stock issued for services	3,000,000		3,000		–		200,786		–		–		–		203,786
Advances		990			-
Net loss	–		–		–		–		(801,599)		–		–		(801,599)
Inventory		5,989			22,233
Balance, May 31, 2016	88,543,571	$	88,544	$	34,960	$	2,614,522	$	(2,924,684)	$	-	$	-	$	(186,658)
Total Current Assets		68,392			45,862
Common stock issued for cash	5,659,607		5,659		(34,960)		560,301		–		–		–		531,000
Property, plant and equipment - net		124,535			124,306
Share subscriptions	–		–		35,000		–		–		–		–		35,000
Goodwill		-			40,260
Common stock issued for services	5,100,000		5,100		–		1,082,274		–		–		–		1,087,374
		124,535			164,566
Stock option compensation	–		–		–		302,365		–		–		–		302,365
Total Assets	$	192,927		$	210,428
5,500,000 common shares returned to the treasury	–		–		–		–		–		(94,926)		–		(94,926)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Non-controlling interest in subsidiary	–		–		–		–		–		–		(15,779)		(15,779)
Current Liabilities
Net loss attributable to GroGenesis, Inc.	–		–		–		–		(2,065,691)		–		–		(2,065,691)
Accounts payable and accrued liabilities	$	130,952		$	117,548
Balance, May 31, 2017	99,303,178	$	99,303	$	35,000	$	4,559,462	$	(4,990,375)	$	(94,926)	$	(15,779)	$	(407,315)
Current portion of long-term debt		3,210			-
Related party payables		205,734			192,560
Deferred revenue		12,375			12,375
Advance		21,750			21,750
Total Current Liabilities		374,021			344,233
Long-term debt, less current portion		5,564			-
Commitments and contingencies (Note 9)
Stockholders’ Deficit
Common stock, 200,000,000 shares authorized, $0.001 par value;
88,543,571 and 81,565,000 shares issued and outstanding as of May 31, 2016 and 2015, respectively		88,544			81,565
Common stock subscribed		34,960			255,000
Additional paid-in capital		2,614,522			1,652,715
Accumulated deficit		(2,924,684)			(2,123,085)
Total Stockholders’ Deficit		(186,658)			(133,805)
Total Liabilities and Stockholders’ Deficit	$	192,927		$	210,428

The accompanying notes are an integral part of these audited consolidated financial statements.

F-4

GROGENESIS, INC.

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~CASH FLOWS

	For the Year Ended May 31,
	2016		2015
	2017		2016
Revenue	$	14,611	$	39,813
Cash Flows Used in Operating Activities:
Cost of revenues		15,804		17,147
Net loss	$	(2,081,470)	$	(801,599)
Gross Profit (Loss)		(1,193)		22,666
Adjustments to reconcile net loss to net cash used in operating activities:
Operating expenses
Depreciation		12,092		32,578
Commissions		-		3,925
Common shares issued for services		1,087,374		203,786
Consulting fees		551,636		256,400
Stock options issued for services		302,365		-
Depreciation		32,578		34,953
Impairment of intangible assets		-		40,260
General and administrative		109,254		152,434
Gain on settlement of debt		(34,125)		(42,017)
Impairment loss on intangible assets		40,260		201,000
Changes in operating assets and liabilities:
Transfer agent and filing fees		14,522		18,263
Accounts receivable		15,191		(12,716)
Professional fees		93,754		53,902
Prepaid expenses		21,429		(13,335)
Total Operating Expenses		842,004		720,877
Advances to related parties		(2,168)		(990)
Loss from Operations		(843,197)		(698,211)
Inventory		1,572		16,244
Other income (expense)
Accounts payable and accrued liabilities		127,438		13,404
Gain on settlement of debt		42,017		-
Related party payables		(28,190)		55,191
Interest expense		(419)		-
Deferred revenue		8,652		-
		41,598		-
Net Cash Used in Operating Activities		(569,840)		(509,194)
Net Loss	$	(801,599)	$	(698,211)
Cash Flows from Investing Activities:
Net Loss Per Share - Basic	$	(0.01)	$	(0.01)
Purchase of property, plant and equipment		(3,824)		(23,577)
Weighted Average Shares Outstanding		83,278,856		81,508,000
Net Cash Used in Investing Activities		(3,824)		(23,577)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock		531,000		510,000
Proceeds from share subscriptions		35,000		34,960
Payments for note payable		(3,210)		(456)
Net Cash Provided by Financing Activities		562,790		544,504
Increase (decrease) in cash		(10,874)		11,733
Cash - Beginning of Period		12,387		654
Cash - End of Period	$	1,513	$	12,387
Supplementary Cash Flow Information:
Interest paid	$	1,016	$	204
Income taxes paid	$	-	$	-
Non-cash Investing and Financing Activities:
Note payable for vehicle financing	$	-	$	9,230
Treasury stock exchanged for property and equipment	$	94,926	$	-

The accompanying notes are an integral part of these audited consolidated financial statements.

F-5

GROGENESIS, INC.

~~STATEMENTS~~NOTES OFTO ~~SHAREHOLDERS’~~CONSOLIDATED ~~DEFICIT~~FINANCIAL STATEMENTS

				Common		Additional
				Stock		Paid-in		Accumulated
	Number	Par Value		Subscribed		Capital		Deficit		Total
Balance, May 31, 2014	81,430,000	$	81,430	$	21,000	$	1,605,600	$	1,424,874	$	283,156
Common stock issued for cash	135,000		135		-		47,115		-		47,250
Share subscriptions	-		-		234,000		-		-		234,000
Net loss	-		-		-		-		(698,211)		(698,211)
Balance, May 31, 2015	81,565,000		81,565		255,000		1,652,715		(2,123,085)		(133,805)
									-		-
Common stock issued for cash	3,978,571		3,979		(255,000)		761,021		-		510,000
Share subscriptions	-		-		34,960		-		-		34,960
Common stock issued for services	3,000,000		3,000		-		200,786		-		203,786
Net loss	-		-		-		-		(801,599)		(801,599)
Balance, May 31, 2016	88,543,571	$	88,544	$	34,960	$	2,614,522	$	(2,924,684)	$	(186,658)

The accompanying notes are an integral part of these financial statements.

F-6

GROGENESIS, INC.

STATEMENTS OF CASH FLOWS

	For the Year Ended May 31,
	2016		2015
Cash Flows Used in Operating Activities:
Net loss	$	(801,599)	$	(698,211)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		32,578		34,953
Common shares issued for services		203,786		-
Impairment of intangible assets		40,260		201,000
Gain on settlement of debt		(42,017)		-
Changes in operating assets and liabilities:
Accounts receivable		(12,716)		16,525
Prepaid expenses		(13,335)		(1,600)
Advances		(990)		-
Inventory		16,244		(16,826)
Accounts payable and accrued liabilities		13,404		2,543
Related party payables		55,191		156,457
Deferred revenue		-		12,375
Net Cash Used in Operating Activities		(509,194)		(292,784)
Cash Flows from Investing Activities:
Purchase of property, plant and equipment		(23,577)		-
Net Cash Used in Investing Activities		(23,577)		-
Cash Flows from Financing Activities:
Proceeds from issuance of common stock		510,000		47,250
Proceeds from share subscriptions		34,960		234,000
Payments for note payable		(456)		-
Net Cash Provided by Financing Activities		544,504		281,250
Increase (decrease) in cash		11,733		(11,534)
Cash – Beginning of Period		654		12,188
Cash - End of Period	$	12,387	$	654
Supplementary Cash Flow Information:
Interest paid	$	204	$	-
Income taxes paid	$	-	$	-
Non-cash Investing and Financing Activities:		,
Note payable for vehicle financing	$	9,230	$	-

The accompanying notes are an integral part of these financial statements.

F-7

GROGENESIS, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - NATURE OF THE ORGANIZATION AND BUSINESS

GroGenesis, Inc. (the "Company") was incorporated inpursuant to the ~~state~~laws of Nevada on May 19, 2010 under the name Lisboa Leisure, Inc. On ~~September~~October 918, 2013, the Company ~~entered~~amended ~~into~~its ~~two~~articles ~~asset~~of ~~purchase~~incorporation ~~agreements~~in ~~whereby~~order ~~the~~to ~~Company~~change ~~agreed~~its name to ~~purchase~~GroGenesis, ~~certain~~Inc. ~~assets~~and ~~necessary~~to ~~for~~affect ~~the~~a ~~operation~~forward split of aits ~~plant~~issued ~~growth~~and ~~surfactant~~outstanding ~~manufacture~~shares ~~and~~of ~~sales~~common ~~business. The~~stock ~~agreements~~such ~~closed~~that onevery ~~February~~one 7,share ~~2014. The~~of ~~assets~~common ~~acquired~~stock ~~are~~issued ~~used~~and inoutstanding ~~conjunction~~prior ~~with~~to the ~~production,~~split ~~marketing,~~be ~~and~~exchanged ~~sale~~for 25 post-split shares of common stock and that the ~~crop~~Company's ~~surfactant~~post-forward tosplit beauthorized ~~sold~~capital ~~under~~consisted ~~the~~of ~~name~~200,000,000 ~~"AgraBurst"~~shares of common stock with a par value of $0.001. ~~Effective~~On ~~November~~September 19, 2013, the Company ~~changed~~entered ~~its~~into ~~name~~an toasset ~~GroGenesis~~purchase agreement with Joseph Fewer and Stephen Moseley, ~~Inc. The~~whereby ~~Company’s~~it ~~former~~agreed ~~president~~to acquire all rights, ~~Maria~~title, ~~Fernandes~~and interest in and to the assets relating to its initial product, ~~resigned~~AgraBurst™, on(the ~~closing~~“APA”). In ~~addition,~~consideration ~~the~~of ~~Company~~Joseph ~~has~~Fewer ~~entered~~selling ~~into~~the anintellectual ~~easement~~property ~~agreement~~comprising ~~whereby~~AgraBurst™ itto ~~was~~the ~~granted~~Company, including the ~~right~~technology todescribed ~~use~~in athe ~~portion~~United ofStates aprovisional ~~farm~~patent ~~located~~application innumber ~~Aylmer~~61/897,584 ~~Ontario~~- "Composition and Method for Enhancing Plant Growth", ~~Canada~~as well as all related assets necessary for ~~the~~operating ~~purposes~~a ofplant ~~using~~growth itenhancement product manufacture and sales business as a ~~demonstration~~going ~~farm~~concern, inthe ~~order~~Company issued to ~~evaluate~~Mr. ~~and~~Fewer ~~exhibit~~12,500,000 post forward-split common shares. The APA also required that the ~~effects~~Company complete a forward split of its common stock such that 25 new shares of common stock are exchanged for each currently issued share of common stock outstanding, and that 74,000,000 shares of post-forward-split common stock held by the ~~surfactant~~Company’s ~~then~~former ~~known~~president asbe ~~“GroGenesis”~~returned to treasury. The Company completed this forward-split on November 1, 2013.

Nature of the Business

The Company is ana ~~operating~~sustainable ~~company~~agricultural inservices ~~the~~enterprise ~~agricultural~~offering ~~and~~food ~~environmental~~growers ~~sectors~~and ~~through~~turf ~~its~~producers ~~ownership,~~an ~~manufacture~~organic, nano-surfactant that enhances soil and ~~sale~~crop ofhealth. Its flagship product, AgraBurst PRO™, is a proprietary, all-natural, ~~blend~~non-GMO agricultural input which improves the ability of the plant ~~extracts~~(crop, ~~that~~turf, istree, ~~used~~vine asetc.) ato ~~liquid~~enhance ~~plant~~the ~~growth~~efficient ~~enhancer~~access of added nutrients incorporated in fertilizers, ~~known~~resulting in less fertilizer needed as ~~AgraBurst™~~well ~~crop~~as ~~surfactant~~improved ~~formula~~water ~~SURF0107~~retention ~~("AgraBurst")~~in soil. ABy optimizing the plant's ~~surfactant~~uptake isof aapplied ~~compound~~pest ~~that~~and ~~lowers~~weed ~~the~~controls ~~surface~~and ~~tension~~fertilizers, ~~between~~producers acan ~~liquid~~minimize ~~and~~other ainput ~~solid~~costs inwhile ~~order~~reducing the health risk to ~~allow~~farm ~~for~~workers ~~more~~due ~~efficient~~to ~~nutrient~~its ~~uptake~~non-toxic inproperties. AgraBurst PRO™ (the ~~plant~~“Product”) is formulated for organic and non-GMO producers and those food growers seeking to convert to non-GMO and organic food production. The Company ~~commenced~~believes ~~business~~the inapplication ~~this~~of ~~sector~~the inProduct ~~February~~can ~~2014~~begin the process of improving the health of the soil while reducing the use of conventional chemical agricultural inputs. Its strategy is to capitalize on the convergence of consumer demand, retailer demand/compliance and legislative drive toward environmental responsibility.

InThe ~~early January 2015, the~~ Company ~~introduced~~incorporated a ~~new~~51% ~~organic~~owned ~~product~~subsidiary, ~~AgraBlast™~~American ~~(“AgraBlast”). AgraBlast~~Water ~~is a liquid broad-spectrum algaecide~~Sanitation, ~~fungicide~~LLC, ~~bactericide,~~on ~~and~~October ~~general~~21, ~~sanitation~~2016 ~~product~~with ~~for~~the ~~use~~state inof ~~agricultural~~South ~~industries~~Dakota.

Unless otherwise specified, all dollar amounts are expressed in United States dollars.

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 $24,~~924~~990,~~684~~375 as of May 31, ~~2016~~2017 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.

F-6

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States. The Company has a May 31 year-end.

F-8

Use of Estimates

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to useful life and recoverability of long-lived assets, valuation of shares for services and assets, deferred income tax asset valuations and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Accounts Receivable

Accounts receivable are generally reported net of an allowance for uncollectible accounts. The allowance for uncollectible accounts is determined based on past collection experience and an analysis of outstanding balances. As of May 31, 2017 and 2016, the Company recorded an allowance of $0 and $1,150, respectively.

Inventory

Inventory is stated at the lower of cost or market under the first-in, first out (FIFO) valuation method. At May 31, 2017 and 2016, inventory consists of finished goods and raw materials.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

The Company had 11,870,000 and 3,599,607 ~~and zero~~ potentially dilutive shares from the outstanding common stock warrants as of May 31, 2017 and 2016, respectively, and ~~2015~~had 2,880,000 and zero potentially dilutive shares from outstanding stock options as of May 31, 2017 and 2016, respectively.

F-7

Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, amounts receivable, accounts payable and accrued liabilities, related party payables, and advances. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Revenue Recognition

The Company recognizes revenue when product is sold at a fixed or determinable price, persuasive evidence of an arrangement exists, delivery has occurred and title has transferred, and collectability is reasonably assured.

F-9

Property and Equipment

Property and equipment consists of ~~a trade show booth, a manufacturing facility,~~ computer equipment and vehicles, and is recorded at cost, less accumulated depreciation. Property and equipment is amortized on a straight-line basis over its estimated life of 3 years.

Trade show booth	2 years
Manufacturing facility	10 years
Computer equipment and vehicles	3 years

Intangible Assets

Intangible assets consist of intellectual property and all costs incurred to acquire a trademark and a patent application. Intellectual properties are capitalized in accordance with ASC Topic 350 “Intangibles - Goodwill and Other.”

Accounts Receivable

Accounts receivable are generally reported net of an allowance for uncollectible accounts. The allowance for uncollectible accounts is determined based on past collection experience and an analysis of outstanding balances. As of May 31, 2016 and 2015, the Company recorded an allowance of $1,150 and $1,150, respectively.

Long-lived Assets

In accordance with ASC 360, “Property, Plant and Equipment”, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value. During the years ended May 31, ~~2016~~2017 and ~~2015~~2016, the Company recognized an impairment charge of $~~40,260~~0 and $~~201~~40,~~000~~260, respectively for intangible assets.

Comprehensive Loss

ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of May 31, ~~2016~~2017 and ~~2015~~2016, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, “Income Taxes” as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Fair value

The Company measures and discloses the estimated fair value of financial assets and liabilities using the fair value hierarchy prescribed by US generally accepted accounting principles. The fair value hierarchy has three levels, which are based on reliable available inputs of observable data. The hierarchy requires the use of observable market data when available. The three-level hierarchy is defined as follows:

Level 1 - Valuation is based upon unadjusted quoted market prices for identical assets or liabilities in accessible active markets.

F-108

Level 2 - Valuation is based upon quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or valuations based on models where the significant inputs are observable in the market.

Level 3 - Valuation is based on models where significant inputs are not observable. The unobservable inputs reflect a company’s own assumptions about the inputs that market participants would use.

Financial instruments consist principally of cash and cash equivalents, ~~amounts~~accounts receivable, accounts payable and accrued liabilities, related party payables and advances. The recorded values of all financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Equity Instruments Issued for Services

Issuances of the Company’s common stock for services is measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to board members is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those financial reporting dates. Based on the applicable guidance, the Company records the compensation cost but treats forfeitable unvested shares as unissued until the shares vest.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 will supersede most current revenue recognition guidance, including industry-specific guidance. The underlying principle is that an entity will recognize revenue upon the transfer of goods or services to customers in an amount that the entity expects to be entitled to in exchange for those goods or services. The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. The guidance is effective for the interim and annual periods beginning on or after December 15, 2016 (early adoption is not permitted). The guidance permits the use of either a retrospective or cumulative effect transition method. On ~~April~~July 299, 2015, the FASB ~~issued~~decided ~~an exposure draft~~ to ~~defer~~delay the effective date of the new revenue standard by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. The Company is currently evaluating the impact of the amended guidance on its financial statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-119

NOTE 3 - PROPERTY, PLANT AND EQUIPMENT

The Company’s property, plant and equipment consist of the following:

	May 31, 2016		May 31, 2015
	May 31, 2017		May 31, 2016
Computer equipment	$	1317,~~631~~456	$	--13,631
Vehicle		19,176		--19,176
Trade show booth		~~45,000~~--		45,000
Manufacturing facility		~~124,529~~--		124,529
		202,336		169,529
		36,632		202,336
Less: accumulated depreciation		(7715,~~801~~291)		(4577,~~223~~801)
	$	~~124~~21,~~535~~341	$	124,~~306~~535

Depreciation expense was $3212,~~578~~092 and $3432,~~953~~578 for the years ended May 31, ~~2016~~2017 and ~~2015~~2016, respectively.

~~Subsequent~~On toJuly ~~May 31~~11, 2016, the Company exchanged its trade show booth and manufacturing facility assets with a net book value of $9594,~~964~~925 for the return of 5,000,000 shares of the Company’s common stock (see Note 116, 7). The Company currently outsources its product manufacturing to third parties.

NOTE 4 - 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 was recorded as intangible assets. On May 31, 2014, the Company performed an impairment test on the intellectual property. The Company recorded an impairment of $1,107,101, leaving a carrying balance of $235,000 as of May 31, 2014. On May 31, 2016 and 2015, the Company performed impairment tests on the remaining balance of intellectual property and recorded impairment of $40,260 and $201,000, respectively, leaving a carrying balance of $0 as of May 31, 2016.

The following represents changes in gross carrying amount of intangibles as of May 31, ~~2016~~2017 and ~~2015~~2016:

	Trademark	~~Trademark~~	Patent		~~Patent~~Intellectual Property		Total	~~Intellectual Property~~		~~Total~~
Cost:
Balance, May 31, 2015		$	1,130		$	5,130		$	1,342,101	$	1,348,361
Balance, May 31, 2016	$	1,130	$	5,130	$	1,342,101	$	1,348,361
Additions		--	-	--		--		--	-		-
Balance, May 31, 2016			1,130			5,130			1,342,101		1,348,361
Balance, May 31, 2017	$	1,130	$	5,130	$	1,342,101	$	1,348,361
Accumulated amortization and impairment:
Balance, May 31, 2015			-			-			1,308,101		1,308,101
Balance, May 31, 2016	$	1,130	$	5,130	$	1,342,101	$	1,348,361
Additions		--	-	--		--		--	-		-
Impairment		--	~~1,130~~	--		~~5,130~~--		--	~~34,000~~		~~40,260~~
Balance, May 31, 2016			1,130			5,130			1,342,101		1,348,361
Balance, May 31, 2017	$	1,130	$	5,130	$	1,342,101	$	1,348,361
Carrying amounts:
Balance, May 31, 2015			1,130			5,130			34,000		40,260
Balance, May 31, 2016		--		--		--		--
Balance, May 31, 2016		$	-		$	-		$	-	$	-
Balance, May 31, 2017	$	--	$	--	$	--	$	--

F-1210

NOTE 5 - ADVANCE

As of May 31, ~~2016~~2017 and ~~2015~~2016, the Company owed $0 and $21,750, respectively to an associate of the Company’s management. The advance iswas unsecured, payable on demand and non-interest bearing. The Company determined the debt was no longer due as of May 31, 2017 and recorded a gain on settlement of debt for the full $21,750.

NOTE 6 - RELATED PARTIES

OnAs ~~March~~of 1, 2014, the Company entered into a Consulting Agreement with the Company’s former Chief Operating Officer (the “COO”) whereby the Company agreed to pay the COO $2,500 per month. During the year ended May 31, ~~2016~~2017, the Company ~~incurred~~owes ~~$8,917~~a ~~of consulting fees to the~~ former COO~~. As~~ of ~~May 31, 2016,~~ the ~~total~~Company ~~balance owing to the former COO was~~ $46,417, which is unsecured, non-interest bearing and due on demand. The former COO resigned as our Chief Operating Officer on September 17, 2015.

OnAs ~~June~~of 1May 31, ~~2014~~2017, the Company ~~entered~~owes ~~into~~ a ~~Consulting~~former ~~Agreement~~CFO ~~with~~of the Company’s ~~former~~$27,500, ~~Chief~~which ~~Financial~~is ~~Officer (the “former CFO”)~~unsecured, ~~whereby~~non-interest ~~the~~bearing ~~Company~~and ~~agreed~~due toon ~~pay the CFO $2,500 per month~~demand. The former CFO started working for the Company on August 1, 2014 and resigned in April 2015. ~~As of May 31, 2016, the Company owes the former CFO of the Company $27,500, which is unsecured, non-interest bearing and due on demand.~~

~~Prior~~As toof May 31, ~~2015~~2017, the ~~former~~Company ~~Vice~~owes the former President of ~~Sales~~the ~~and~~Company ~~Manufacturing~~$46,082 ~~(“VPSM”) paid~~ for ~~expenses~~loans, ongeneral ~~behalf~~and ofadministration ~~the~~expenses ~~Company~~ and ~~earned~~travel ~~commissions~~expenses onpaid ~~sales~~ on behalf of the Company~~. As~~, ofand ~~May~~consulting ~~31,~~services ~~2016,~~provided by the ~~Company~~former ~~owed~~President. ~~the~~The ~~former~~amount ~~VPSM~~includes ofa ~~the~~loan ~~Company~~for $7318,~~387,~~762 which isbears ~~unsecured, non-~~interest ~~bearing~~at 8.0% and ~~due~~matures on ~~demand~~May 26, 2017. ~~This~~The ~~former~~note ~~VPSM~~currently ~~resigned~~is ~~from~~in default and bears interest at the ~~Company~~default ininterest ~~July~~rate ~~2015~~of 15. On0% ~~April~~beginning ~~15,~~May ~~2015~~26, ~~the~~2017. Total ~~VPSM~~accrued ~~and~~interest ~~the~~is ~~Company~~$1,539 ~~entered~~as ~~into~~of aMay ~~Release~~31, ~~Agreement~~2017. The ~~whereby~~remaining ~~the~~ amount due ~~was~~of ~~extinguished~~$25,781 inis ~~exchange~~unsecured, ~~for~~non-interest ~~inventory~~bearing ofand ~~the~~due ~~Company,~~on ~~resulting~~demand. The informer aPresident ~~gain~~resigned onas ~~extinguishment~~President, ofCEO, ~~debt~~CFO, ofand ~~$42,017~~as ~~during~~a director of the ~~year~~Company ~~ended~~on ~~May~~September 3118, ~~2016~~2015.

As of May 31, ~~2016~~2017, the Company owes the spouse of the former President of the Company $444,~~542~~000 for ~~loans,~~ general and administration ~~expenses~~support ~~and travel expenses paid on behalf of the Company, and consulting~~ services provided byto the ~~former President~~Company. The amount is unsecured, non-interest bearing and due on demand. ~~The former President resigned as President, CEO, CFO, and as a director of the Company on September 18, 2015.~~

As of May 31, ~~2016~~2017, the Company ~~owes~~had ~~the~~loans ~~spouse~~ of ~~the~~$33,325 ~~former~~from ~~President~~shareholders. These ofamounts ~~the~~are ~~Company $4~~unsecured,~~000~~ ~~for~~non-interest ~~general~~bearing and ~~administration~~have ~~support~~no ~~services~~fixed ~~provided~~terms toof ~~the Company~~repayment. The ~~amount~~Company ishas ~~unsecured,~~not ~~non-interest~~yet ~~bearing~~formalized ~~and~~loan ~~due~~agreements onfor ~~demand~~these loans.

AsOn ofJuly ~~May 31~~11, 2016, the Company ~~had~~entered ~~loans~~into a Rescission Agreement and Mutual Release (the “Rescission Agreements”) separately with two shareholders, whereby the shareholders agreed to rescind any business agreements, including existing consulting agreements, whether verbal or in writing, and in conjunction with such rescission, agreed to return an aggregate total of ~~$63~~5,~~325~~500,000 ~~from~~shares of the Company’s Common Stock to the Company for cancellation. In conjunction with Rescission Agreements, the Company and the shareholders consented to a mutual release of any claims, current or contemplated. ~~These~~ ~~amounts~~In ~~are~~connection ~~unsecured~~with one of the Agreements, ~~non-interest~~the ~~bearing~~Company exchanged its trade show booth and ~~have~~manufacturing nofacility ~~fixed~~assets ~~terms~~with a net book value of ~~repayment~~$94,926 for the return of 5,000,000 shares of the Company’s common stock, which is included in the 5,500,000 aggregate shares returned. ~~The~~In connection with the second Rescission Agreement, the shareholder agreed to rescind their consulting agreement and return 500,000 shares of the Company’s ~~has~~common ~~not~~stock. These ~~yet~~5,500,000 ~~formalized~~shares ~~loan~~are ~~agreements~~reflected ~~for~~as ~~these~~treasury ~~loans~~stock as of May 31, 2017.

NOTE 7 - 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.

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. All share and per share amounts have been restated retroactively.

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.F-11

On ~~February~~August 611, 2015, the Company completed a private placement consisting of 30600,000 ~~shares~~units ~~of common stock~~ at a price of $0.3520 per share for total proceeds of $10120,~~500~~000. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.40 and have a two-year term.

On March 9, 2015, the Company completed a private placement consisting of 45,000 shares of common stock at a price of $0.35 per share for total proceeds of $15,750.

F-13

On April 3, 2015, the Company completed a private placement consisting of 728,571 shares of common stock at a price of $0.35 per share for total proceeds of $255,000. The shares were issued on February 17, 2016 and are reflected as common stock subscribed on the Company’s balance sheet as of May 31, 2015.

On August 11, 2015, the Company completed a private placement consisting of 600,000 units at a price of $0.20 per share for total proceeds of $120,000. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.40 and have a two year term.

On October 7, 2015, the Company completed a private placement consisting of 1,250,000 units at a price of $0.20 per share for total proceeds of $250,000. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.40 and have a two-year term.

In February, March and May 2016, the Company completed private placements consisting of an aggregate of 349,607 shares of units at a price of $0.10 per share for total proceeds of $34,960. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.20 and have a one year term. The shares were not yet issued as of May 31, 2016 and are reflected as common stock subscribed on the Company’s balance sheet.

On October 19, 2015, the Company issued 500,000 shares of common stock to the Company’s CEO for services at a price of $0.17 per share.

In October and November of 2015, the Company issued a total of 900,000 shares of common stock to three of the Company’s directors for services at a price of $0.17 per share.

In January of 2016, the Company issued a total of 1,600,000 shares of common stock to four of the Company’s directors for services valued at ~~a price of~~ $0.055 per share. The shares ~~vest~~vested on December 31, 2016.

From August through September 2016, the Company completed private placements consisting of 2,249,607 units at a price of $0.10 per share for total proceeds of $224,960, of which $34,960 was received prior to May 31, 2016 and is recorded as common stock subscribed as of May 31, 2016. Each unit consisted of one share of our common stock and one or three warrants to purchase one share of common stock. The warrants have exercise prices ranging from $0.15 to $0.20 and have terms ranging from one to three years.

From October 2016 through May 2017, the Company completed private placements (the “October PPM”) consisting of 3,760,000 units at a price of $0.10 per share for total proceeds of $376,000. Each unit consisted of one share of our common stock and two warrants to purchase one share of common stock. The warrants have an exercise price of $0.15 and have a three-year term. These units include 350,000 units not yet issued as of this filing date that are reflected as common stock subscribed totaling $35,000.

As consideration for entering into the October PPM, the Company granted to participating investors in the Company’s previous private placements new terms on their common stock purchase warrants acquired under the previous private placements (“Previous Warrants”) as follows: (1) change the exercise term of the Previous Warrants from the date of issuance date to three years, (2) reduce the exercise price of the Previous Warrants from $0.20 to $0.15, and (3) add an additional warrant for one share of common stock with the foregoing terms. There was no additional accounting required for these warrants.

On June 6, 2016, the Company issued 1,000,000 shares of common stock to a third-party consultant for services with a fair value of $151,000.

On November 9, 2016, the Company issued 2,200,000 shares to consultants for services with a fair value of $440,000. The shares vested immediately.

On November 9, 2016, the Company issued 1,900,000 shares to officers and directors for services with a fair value of $380,000. The shares vested immediately.

During the fiscal year ended May 31, 2017, the Company recognized $116,374 in compensation expense related to common shares previously issued to four directors. All shares fully vested on December 31, 2016.

F-12

During the fiscal year ended May 31, 2017, the Company recognized $302,365 in compensation expense related to stock options issued to directors and consultants. A total of 14,400,000 options were granted on November 9, 2016 and vest 20% (2,880,000 options) on each of December 1, 2016, December 1, 2017, December 1, 2018, December 1, 2019 and December 1, 2020. The options have an exercise price of $0.17 and have a 10-year term. The Company valued the options using the Black-Scholes option pricing model with the following assumptions: dividend yield of zero, years to maturity of 6 years, risk free rates of 2.09 percent, and annualized volatility of 241%. Total unrecognized expense was $2,138,270 as of May 31, 2017.

On July 11, 2016, the Company entered into a Rescission Agreement and Mutual Release (the “Rescission Agreements”) separately with two shareholders, whereby the shareholders agreed to rescind any business agreements, including existing consulting agreements, whether verbal or in writing, and in conjunction with such rescission, agreed to return an aggregate total of 5,500,000 shares of the Company’s Common Stock to the Company. In conjunction with Rescission Agreements, the Company and the shareholders consented to a mutual release of any claims, current or contemplated. In connection with one of the Rescission Agreements, the Company exchanged its trade show booth and manufacturing facility assets with a net book value of $94,926 for the return of 5,000,000 shares of the Company’s common stock. In connection with the second Rescission Agreement, the shareholder agreed to rescind their consulting agreement and return 500,000 shares of the Company’s common stock. These 5,500,000 shares are reflected as treasury stock as of May 31, 2017.

NOTE 8 - WARRANTS

As of May 31, ~~2016~~2017, there were 311,~~599~~870,~~607~~000 whole share purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 1.0492 years and a weighted average exercise price of $0.~~303~~194 per whole warrant for one common share. The warrants had an aggregate intrinsic value of $0 as of May 31, ~~2016~~2017.

Whole share purchase warrants outstanding at May 31, ~~2016~~2017 are as follows:

	Number of whole share purchase warrants	~~Number of whole share purchase warrants~~		Weighted average exercise price per share	~~Weighted average exercise price per share~~
Outstanding, May 31, 2014			-		$	-
Outstanding, May 31, 2015		--		$	--
Issued		3,599,607	-		0.303	-
Expired		--	-		--	-
Exercised		--	-		--	-
Outstanding, May 31, 2015			-		$	-
Outstanding, May 31, 2016		3,599,607		$	0.303
Issued		10,020,000	~~3,599,607~~		0.156	~~0.303~~
Expired		(1,749,607)	-		0.200	-
Exercised		--	-		--	-
Outstanding, May 31, 2016			3,599,607		$	0.303
Outstanding, May 31, 2017		11,870,000		$	0.194
Exercisable, May 31, 2016			3,599,607		$	0.303
Exercisable, May 31, 2017		11,870,000		$	0.194

F-14

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 former President of the Company whereby he would 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, which had not yet occurred as of the date of the former President’s resignation. As ofThe ~~February~~Company 29incorporated this subsidiary on October 21, 2016, with the ~~Company~~state ~~had~~of ~~not~~South ~~incorporated~~Dakota aunder ~~wholly~~the ~~owned~~name ~~subsidiary~~American Water Sanitation, LLC, of which the Company has a 51% ownership.

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. On July 11, 2016, this Asset Purchase Agreement was rescinded and the shares were returned to the Company (see Note 11). F-13

On September 9, 2013, the Company entered into an ~~Easement~~Asset Purchase Agreement whereby the Company agreed to acquire ~~the~~certain ~~exclusive~~equipment ~~right~~used toin 10conjunction ~~acres~~with ofthe ~~farm property located in Aylmer~~production, ~~Ontario,~~marketing ~~Canada, to operate as a demonstration farm in order to evaluate~~ and ~~exhibit~~sale ~~the effects~~ of ~~using~~ the ~~plant~~Plant ~~surfactant~~Surfactant. ~~for~~The anagreement ~~initial~~closed ~~term~~on ofFebruary 37, ~~years~~2014. In consideration, the Company issued 25,~~500~~000,000 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 three-year term~~. ~~During~~On ~~the~~July ~~years ended May 31~~11, 2016, ~~and~~this ~~2015,~~Asset ~~the~~Purchase ~~Company~~Agreement ~~recognized~~was ~~$8,400~~rescinded and ~~$8,400,~~the ~~respectively,~~shares aswere ~~rent~~returned ~~expense,~~to ~~leaving~~the ~~a balance of $2,100 remaining in prepaid expense as of May 31, 2016~~treasury.

On ~~April~~September 159, ~~2015~~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 ~~Consulting~~demonstration farm in order to evaluate and ~~Marketing~~exhibit ~~Service~~the ~~Agreement~~effects of using the plant surfactant for aan initial term of 903 ~~days~~years. ~~Pursuant~~In toconsideration, the ~~agreement~~Company issued 2,500,000 ~~the~~shares ~~Company~~of ~~agreed~~restricted tocommon ~~pay~~stock ~~the~~with ~~consultant~~a fair value of $1025,~~000~~200, ~~per~~which ~~month~~was recognized as a prepaid expense and is being amortized over the three-year term. During the ~~years~~fiscal year ended May 31, ~~2016~~2017 and ~~2015~~2016, the Company ~~recorded~~recognized ~~consulting fee expense of~~ $152,~~000~~100 and $158,~~000~~400, respectively, ~~under~~as ~~this~~rent ~~agreement~~expense, leaving a balance of $0 remaining as a prepaid expense as of May 31, 2017.

On July 18, 2016, the Company entered into an Exchange Agreement (the “Exchange Agreement”) separately with two shareholders, whereby on the Effective Date (as defined below) each shareholder agreed to (i) surrender 10,000,000 shares of Common Stock of the Company, and (ii) assign such Common Stock to the Company for cancellation thereof pursuant to an Assignment of Interest; and whereby, in exchange, the Company shall (i) cancel the Shareholder’s Common Stock, (ii) issue each shareholder 20,000 shares of a new class of capital stock, namely a Series A Preferred Stock of $0.001 par value (the “Exchange Stock”), and (iii) enter the exchange on the books and records of the Company. “Effective Date” means the date the Exchange Agreement, including the Assignment of Interest, has been fully executed and delivered, the Company has obtained shareholder approval of the establishment of the class of Series A Preferred Stock and the Certificate of Designation establishing the Series A Preferred Stock has been filed with the Nevada Secretary of State. The Effective Date has not yet occurred as of the date of this filing.

The Exchange Stock shall have a (a) redemption right, whereby each share of Exchange Stock shall be redeemable at $5.00 by the Company at such time that the Company (i) reports sales revenue of no less than $12,000,000 for any consecutive twelve (12) month period, (ii) reports earnings before interest, taxes, depreciation and amortization (EBITDA) of no less than $1,000,000 in any quarterly or annual report filed with the Securities Exchange Commission (the “SEC”), or (iii) achieves a current ratio (current assets divided by current liabilities) of 2.0 or greater as calculated based on any quarterly or annual report filed with the SEC; and a (b) Conversion Right, whereby each share of Exchange Stock shall be convertible by the holder into 500 shares of Common Stock of the Company, or back into their original amount of shares, upon (i) the Company filing a voluntary petition in bankruptcy, is adjudged bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, or (ii) Richard Kamolvathin, the Company’s current Chief Executive Officer resigns all of his positions from the Company and ceases to provide any services to the Company.

NOTE 10 - INCOME TAXES

As of May 31, ~~2016~~2017, the Company had net operating loss carryforwards of approximately $24,~~900~~000,000 available to reduce future years’ taxable income through ~~2035~~2037. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carryforwards.

F-14

The components of the deferred tax asset, the statutory tax rate, the effective tax rate and the elected amount of the valuation allowance are indicated below:

	For the Year Ended May 31, 2016		For the Year Ended May 31, 2015
	For the Year Ended May 31, 2017		For the Year Ended May 31, 2016
Net loss	$	~~(801~~2,~~599)~~065,691	$	~~(698~~801,~~211)~~599
Statutory tax rate		34%		34%
Refundable federal income tax attributable to current operations		~~273~~702,000		~~237~~273,000
Change in valuation allowance		(273,000)		(237,000)
Non-deductible stock-based compensation		(369,000)		--
Net refundable amount	$	-	$	-
Change in valuation allowance		(333,000)		(273,000)
Net refundable amount	$	--	$	--

F-15

The cumulative tax effect at the expected rate of 34% of significant items comprising the net deferred tax amount is:

	May 31, 2016		May 31, 2015
	May 31, 2017		May 31, 2016
Deferred tax asset attributed to:
Net operating losses	$	~~994~~1,327,000	$	~~720~~994,000
Less, valuation allowance		(~~994~~1,327,000)		(~~720~~994,000)
Net deferred tax assets	$	--	$	--

The Company has provided a valuation allowance against its deferred tax assets given that ~~it is in the exploration stage and~~ there is substantial uncertainty as the Company’s ability to realize future tax benefits through utilization of operating loss carryforwards.

NOTE 11 - SUBSEQUENT EVENTS

InManagement ~~June~~has ofevaluated ~~2016,~~all ~~the~~activity ~~Company~~and ~~issued~~concluded ~~1,000,000~~that ~~shares~~no ofsubsequent ~~the~~events ~~Company’s~~have ~~common~~occurred ~~stock~~that towould arequire ~~consultant~~recognition atin athese ~~price~~financial ofstatements ~~$0.15~~or ~~per~~disclosure ~~share~~in ~~for~~the ~~future~~notes ~~services~~to these financial statements.

In August of 2016, the Company issued 349,607 units to investors for private placements completed in February, March and May of 2016 at a price of $0.10 per share for total proceeds of $34,960. Each unit consists of one share of our common stock and one warrant to purchase one share of common stock. The warrants have an exercise price of $0.20 and have a one year term. These shares were not yet issued as of May 31, 2016 and were reflected as common stock subscribed on the Company’s balance sheet as of May 31, 2016.

On July 11, 2016, the Company entered into a Rescission Agreement and Mutual Release (the “Rescission Agreements”) separately with two shareholders, whereby the shareholders agreed to rescind any business agreements, including existing consulting agreements, whether verbal or in writing, and in conjunction with such rescission, agreed to return an aggregate total of 5,500,000 shares of the Company’s Common Stock to the Company for cancellation. In conjunction with Rescission Agreements, the Company and the shareholders consented to a mutual release of any claims, current or contemplated. In connection with one of the Agreements, the Company exchanged its trade show booth and manufacturing facility assets with a net book value of $95,964 for the return of 5,000,000 shares of the Company’s common stock.

F-16

Filing Compare · GroGenesis, Inc.