UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended ~~February~~August 2831, 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

GROGENESIS, INC.

(Exact name of registrant as specified in its charter)

Nevada

42-1771870

(State or other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer Identification No.)

101 S. Reid Street, Suite 307

Sioux Falls, SD

57103

(Address of Principal Executive Offices)

(Zip Code)

(605) 836-3100

(Registrant’s telephone number, including area code)

N/A

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

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 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 filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) Emerging Growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act: [ ]

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

As of ~~April~~October 1416, 2017, there were 99,303,178 shares of the registrant’s common stock outstanding.

GROGENESIS, INC.

FORM 10-Q

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~FEBRUARY~~AUGUST 2831, 2017

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	3
	Page
Item 1. Financial Statements	3
PART I. FINANCIAL INFORMATION	3
Condensed Consolidated Balance Sheets as of February 28, 2017 (unaudited) and May 31, 2016	3
ITEM 1 Financial Statements	3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended February 28, 2017 and 2016 (unaudited)	4
Condensed Consolidated Balance Sheets as of August 31, 2017 (unaudited) and May 31, 2017	3
Condensed Condsolidated Statements of Stockholders’ Deficit for the Nine Months Ended February 28, 2017 (unaudited)	5
Condensed Consolidated Statements of Operations for the Three Months Ended August 31, 2017 and 2016 (unaudited)	4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended February 28, 2017 (unaudited) and February 29, 2016 and February 29, 2016 (unaudited)	6
Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended August 31, 2017 (unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended August 31, 2017 (unaudited) and August 31, 2016 (unaudited)	6
Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures About Market Risk	18
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	17
Item 4. Controls and Procedures	18
ITEM 4. Controls and Procedures	17
PART II - OTHER INFORMATION	20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	20
ITEM 1. Legal Proceedings	19
Item 1A. Risk Factors	20
ITEM 1A. Risk Factors	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	20
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3. Defaults Upon Senior Securities	20
ITEM 3. Defaults Upon Senior Securities	19
Item 4. Mine Safety Disclosures	20
ITEM 4. Mine Safety Disclosures	19
Item 5. Other Information	20
ITEM 5. Other Information	19
Item 6. Exhibits	21
ITEM 6. Exhibits	20
SIGNATURES	2221

PART I - FINANCIAL INFORMATION

~~Item~~ITEM 1. ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

GROGENESIS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	February 28, 2017		May 31, 2016
	August 31, 2017		May 31, 2017
	(unaudited)
	(Unaudited)
ASSETS
Current Assets
Cash	$	4888,~~788~~725	$	121,~~387~~513
Accounts receivable, net		155,~~662~~194		~~15,191~~-
Prepaid expenses		2922,~~200~~347		3312,~~835~~406
Advances to related parties		~~13,189~~-		~~990~~3,158
Inventory		5,~~360~~171		54,~~989~~417
Total Current Assets		98171,~~199~~437		6821,~~392~~494
Property, plant and equipment - net		2417,~~344~~690		~~124~~21,~~535~~341
		24,344		124,535
		17,690		21,341
Total Assets	$	~~122~~189,~~543~~127	$	~~192~~42,~~927~~835
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	~~192~~346,~~117~~225	$	~~130~~258,~~952~~390
Current portion of long-term debt		~~3,277~~-		3,~~210~~383
Related party payables		~~193~~129,~~794~~173		~~205~~177,~~734~~544
Deferred revenue		~~12,375~~-		128,~~375~~652
Advance		21,750		21,750
Total Current Liabilities		475,398		447,969
Total Current Liabilities		423,313		374,021
Long-term debt, less current portion		-		2,181
Long-term debt, less current portion		3,575		5,564
Commitments and contingencies (Note 7)
Commitments and contingencies (Note 8)
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 February 28, 2017 and May 31, 2016, respectively		99,303		88,544
Common stock, 200,000,000 shares authorized, $0.001 par value; 99,303,178 and 99,303,178 shares issued and outstanding as of August 31, 2017 and May 31, 2017, respectively		99,303		99,303
Common stock subscribed		-486,822		3435,~~960~~000
Additional paid-in capital		4,~~405~~559,~~774~~462		24,~~614~~559,~~522~~462
Accumulated deficit		(45,~~714~~311,~~496~~425)		(24,~~924~~990,~~684~~375)
Less cost of common stock in treasury; 5,500,000 and 0 shares		(94,926)		-
Less cost of common stock in treasury; 5,500,000 shares		(94,926)		(94,926)
Total Stockholders’ Deficit		(304,345)		(186,658)
Total GroGenesis, Inc. Stockholders’ Deficit		(260,764)		(391,536)
Total Liabilities and Stockholders’ Deficit	$	122,543	$	192,927
Non-controlling interest		(25,507)		(15,779)
Total Stockholders' Deficit		(286,271)		(407,315)
Total Liabilities and Stockholders’ Deficit	$	189,127	$	42,835

The accompanying ~~notes~~footnotes are anin integral part of these unaudited condensed consolidated financial statements.

GROGENESIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended				For the Nine Months Ended
	For the Three Months Ended August 31,
	February 28,		February 29,		February 28,		February 29,
	2017		2016
	2017		2016		2017		2016
Revenue	$	62,586	$	-
Revenue	$	-	$	-	$	-	$	-
Cost of revenues		40,622		-
Cost of revenues		-		-		-		-
Gross Profit		21,964		-
Gross Profit (Loss)		-		-		-		-
Operating expenses
Operating expenses
Consulting fees		115,791		292,064
Consulting fees		1,082,853		78,695		1,511,387		342,620
Depreciation		2,470		3,722
Depreciation		2,684		9,115		9,090		26,702
General and administrative		122,462		35,362
General and administrative		25,570		32,329		81,872		81,636
Transfer agent and filing fees		11,085		2,701
Transfer agent and filing fees		3,501		2,404		8,899		11,560
Professional fees		96,084		103,279
Professional fees		35,011		24,954		176,112		72,400
Total Operating Expenses		347,892		437,128
Total Operating Expenses		1,149,619		147,497		1,787,360		534,918
Loss from Operations		(325,928)		(437,128)
Loss from Operations		(1,149,619)		(147,497)		(1,787,360)		(534,918)
Other income (expense)
Other income (expense)
Loss on disposal of fixed assets		(4,025)		-
Interest expense		(~~446~~825)		-(805)		~~(2,452)~~		-
		(446)		-		(2,452)		-
		(4,850)		(805)
Net Loss	$	(1,150,065)	$	(147,497)	$	(1,789,812)	$	(534,918)
Net loss		(330,778)		(437,933)
Net Loss Per Share - Basic	$	(0.01)	$	(0.00)	$	(0.02)	$	(0.01)
Net loss attributable to non-controlling interest		(9,728)		-
Weighted Average Shares Outstanding		96,340,178		83,511,075		91,603,744		82,339,609
Net loss attributable to GroGenesis, Inc.	$	(321,050)	$	(437,933)
Net loss attributable to GroGenesis, Inc. per share - basic	$	(0.00)	$	(0.01)
Weighted Average Shares Outstanding		99,303,178		86,866,842

The accompanying ~~notes~~footnotes are anin integral part of these unaudited condensed consolidated financial statements.

GROGENESIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

				Common		Additional
	Common Stock			Common Stock		Additional Paid-in		Accumulated		Treasury		Non-controlling Interest in
	Common Stock			Stock		Paid-in		Accumulated		Treasury
	Number	Par Value		Subscribed		Capital		Deficit		Stock		Subsidiary		Total
	Number	Par Value		Subscribed		Capital		Deficit		Stock		Total
Balance, May 31, 2017	99,303,178	$	99,303	$	35,000	$	4,559,462	$	(4,990,375)	$	(94,926)	$	(15,779)	$	(407,315)
Balance, May 31, 2016	88,543,571	$	88,544	$	34,960	$	2,614,522	$	(2,924,684)	$	-	$	(186,658)
Share subscriptions	–		–		451,822		–		–		–		–		451,822
Common stock issued for cash	5,659,607		5,659		(34,960)		560,301		-		-		531,000
Non-controlling interest in subsidiary	–		–		–		–		–		–		(9,728)		(9,728)
Share subscriptions	-		-		-		-		-		-		-
Net loss attributable to GroGenesis, Inc.	–		–		–		–		(321,050)		–		–		(321,050)
Common stock issued for services	5,100,000		5,100		-		1,082,274		-		-		1,087,374
Balance, August 31, 2017	99,303,178	$	99,303	$	486,822	$	4,559,462	$	(5,311,425)	$	(94,926)	$	(25,507)	$	(286,271)
Stock option compensation	-		-		-		148,677		-		-		148,677
5,500,000 common shares returned to the treasury	-		-		-		-		-		(94,926)		(94,926)
Net loss	-		-		-		-		(1,789,812)		-		(1,789,812)
Balance, February 28, 2017	99,303,178	$	99,303	$	-	$	4,405,774	$	(4,714,496)	$	(94,926)	$	(304,345)

The accompanying ~~notes~~footnotes are anin integral part of these unaudited condensed consolidated financial statements.

GROGENESIS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	For the Three Months Ended August 31,
	February 28,		February 29,
	2017		2016
Cash Flows Used in Operating Activities:
Net loss	$	(1330,~~789,812~~778)	$	(~~534~~437,~~918~~933)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		92,~~090~~470		263,~~702~~722
Common shares issued for services		~~1,087,374~~-		98210,~~684~~273
Stock options issued for services		148,677		-
Loss on disposal of fixed assets		4,025		-
Changes in operating assets and liabilities:
Accounts receivable		13(55,~~529~~194)		27,~~475~~568
Prepaid expenses		4(9,~~635~~941)		(110,~~952)~~594
Advances to related parties		~~(12~~3,~~199)~~158		~~(20,990)~~-
Inventory		~~629~~(754)		~~(12,421)~~161
Accounts payable and accrued liabilities		6187,~~165~~835		2992,~~823~~813
Related party payables		(1148,~~940~~371)		56(24,~~239~~060)
Net Cash Used in Operating Activities		(488,852)		(356,358)
Deferred revenue		(8,652)		-
Net Cash Used in Operating Activities		(356,202)		(136,862)
Cash Flows from Investing Activities:
Purchase of property, plant and equipment		(37,~~825~~874)		~~(15,961)~~-
Net Cash Used in Investing Activities		(37,~~825~~874)		~~(15,961)~~-
Cash Flows from Financing Activities:
Proceeds from issuance of common stock		~~531,000~~-		~~370~~140,000
Proceeds from share subscriptions		-451,822		425,~~267~~000
Payments for note payable		(~~1,922~~534)		-(941)
Net Cash Provided by Financing Activities		~~529~~451,~~078~~288		~~374~~164,~~267~~059
Increase (decrease) in cash		36,401		1,948
Increase in cash		87,212		27,197
Cash - Beginning of Period		121,~~387~~513		~~654~~12,387
Cash - End of Period	$	4888,~~788~~725	$	239,~~602~~584
Supplementary Cash Flow Information:
Interest paid	$	~~822~~170	$	-359
Income taxes paid	$	-	$	-
Non-cash Investing and Financing Activities:
Treasury stock acquired for property and equipment	$	94,926	$	-
Treasury stock exchanged for property and equipment	$	-	$	94,926

The accompanying ~~notes~~footnotes are anin integral part of these unaudited condensed consolidated financial statements.

GROGENESIS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

GroGenesis, Inc. (“we,” “us,” “our,” or the “Company”) was 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 ending May 31, 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. Now called AgraBurst PRO™ and as our flagship product, it is considered an 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 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.

The Company incorporated a 51% owned subsidiary, American Water Sanitation, LLC, on October 21, 2016 with the state of South Dakota. ~~The~~All ~~subsidiary~~intercompany ~~has not had any material~~ transactions ashave ofbeen ~~February~~eliminated ~~28,~~in ~~2017~~consolidation.

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended May 31, 2016 (including the notes thereto) set forth on Form 10-K. The Company uses as guidance Accounting Standard Codification (ASC) as established by the Financial Accounting Standards Board (FASB).

~~Significant~~These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended May 31, 2017 (including the notes thereto) set forth on Form 10-K. The Company uses as guidance Accounting ~~Policies~~Standard Codification (ASC) as established by the Financial Accounting Standards Board (FASB).

~~For~~Significant ~~reference~~Accounting to a complete list of significant accounting policies, these consolidated financial statements should be read in conjunction with the financial statements of the Company for the year ended May 31, 2016 (including the notes thereto) set forth on Form 10-K.Policies

~~During~~For ~~the~~reference ~~nine~~to ~~months~~a ~~ended~~complete ~~February~~list ~~28,~~of ~~2017,~~significant ~~there were several new~~ accounting ~~pronouncements~~policies, ~~issued~~these byconsolidated ~~the~~financial ~~Financial~~statements ~~Accounting~~should ~~Standards~~be ~~Board.~~read ~~Each~~in ofconjunction ~~these~~with ~~pronouncements,~~the asfinancial ~~applicable,~~statements ~~has~~of ~~been or will be adopted by~~ the Company. ~~Management~~for ~~does not believe~~ the ~~adoption~~year ofended ~~any~~May of31, ~~these~~2017 ~~accounting~~(including ~~pronouncements~~the ~~has~~notes ~~had~~thereto) orset ~~will~~forth ~~have a material impact~~ on ~~the~~Form ~~Company’s consolidated financial statements~~10-K.

~~NOTE~~During 2the -three ~~GOING~~months ~~CONCERN~~ended ~~AND~~August ~~MANAGEMENT~~31, ~~LIQUIDITY~~2017, ~~PLANS~~there were several new accounting pronouncements issued by the Financial Accounting Standards Board. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements.

AsNOTE of2 ~~February~~- ~~28,~~GOING ~~2017,~~CONCERN ~~the~~AND ~~Company~~MANAGEMENT ~~had~~LIQUIDITY an accumulated deficit of $4,714,496. For the nine months ended February 28, 2017 and February 29, 2016, the Company incurred operating losses of $1,787,360 and $534,918 respectively, and used cash in operating activities of $488,852 and $356,358, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will generate revenues, become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement a plan to further extend payables and to raise capital through the issuance of debt or equity on less favorable terms until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operations and/or pursue other strategic avenues to commercialize its technology.PLANS

~~Accordingly~~As of August 31, 2017, the ~~accompanying~~Company ~~condensed~~had ~~consolidated~~an ~~financial~~accumulated ~~statements~~deficit ~~have~~of ~~been~~approximately ~~prepared~~$5,311,425. inFor ~~conformity~~the ~~with~~three ~~U.S.~~months ~~GAAP~~ended ~~for~~August ~~interim~~31, ~~consolidated~~2017 ~~financial~~and ~~statements~~2016, ~~which~~the ~~contemplates~~Company ~~continuation~~incurred operating losses of $325,928 and $437,128 respectively, and used cash in operating activities of $356,202 and $136,862, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and ~~the~~execute ~~realization~~its ofbusiness ~~assets~~plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the ~~satisfaction~~Company ofwill ~~liabilities~~generate inrevenues, ~~the~~become ~~normal~~profitable ~~course~~and ofgenerate ~~business~~positive operating cash flow. ~~The~~If ~~carrying~~the ~~amounts~~Company ofis ~~assets~~unable to raise sufficient additional funds on favorable terms, it will have to develop and ~~liabilities~~implement ~~presented~~a inplan ~~the~~to ~~consolidated~~further ~~financial~~extend ~~statements~~payables doand ~~not~~to ~~necessarily~~raise ~~represent~~capital ~~realizable~~through the issuance of debt or ~~settlement~~equity ~~values.~~on ~~The~~less ~~consolidated~~favorable ~~financial~~terms ~~statements~~until dosufficient ~~not~~additional ~~include~~capital ~~any~~is ~~adjustments~~raised to support further operations. There can be no assurance that ~~might~~such ~~result~~a ~~from~~plan will be successful. If the ~~outcome~~Company ofis ~~this~~unable ~~uncertainty~~to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operations and/or pursue other strategic avenues to commercialize its technology.

~~NOTE~~Accordingly, 3the -accompanying ~~PROPERTY~~condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim consolidated financial statements, ~~PLANT~~which ~~AND~~contemplates ~~EQUIPMENT~~continuation of the Company as a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily represent realizable or settlement values. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

OnNOTE ~~July~~3 ~~11,~~- ~~2016~~PROPERTY, ~~the~~PLANT ~~Company~~AND 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 (see Note 6). The Company currently outsources its product manufacturing to a third party.EQUIPMENT

~~NOTE~~The 4Company’s -property, ~~ADVANCE~~plant and equipment consist of the following:

As of February 28, 2017, the Company owed $21,750 to an associate of the Company’s management. The advance is unsecured, payable on demand and non-interest bearing.


	August 31, 2017		May 31, 2017

Computer equipment	$	25,331	$	17,456
Vehicle		--		19,176
		25,331		36,632
Less: accumulated depreciation		(7,641)		(15,291)
	$	17,690	$	21,341

~~NOTE~~Depreciation 5expense -was ~~RELATED~~$2,470 ~~PARTIES~~and $3,722 for the three months ended August 31, 2017 and 2016, respectively.

AsOn ofJuly ~~February 28~~11, ~~2017~~2016, the Company ~~owes~~exchanged its trade show booth and manufacturing facility assets with a ~~former~~net ~~COO~~book value of $94,926 for the ~~Company~~return ~~$46~~of 5,~~417~~000,000 ~~which~~shares isof ~~unsecured,~~the ~~non-interest~~Company’s ~~bearing~~common ~~and~~stock ~~due~~(see onNote ~~demand~~4, 5). The ~~former~~Company ~~COO~~currently ~~resigned~~outsources asits ~~our~~product ~~Chief~~manufacturing ~~Operating~~to ~~Officer~~third ~~on September 17, 2015~~parties.

As of February 28, 2017, the Company owes a former CFO of the Company $27,500, which is unsecured, non-interest bearing and due on demand. The former CFO started working for the Company on August 1, 2014 and resigned in April 2015.8

8NOTE 4 - RELATED PARTIES

As of ~~February~~August 2831, 2017, the Company owes ~~the~~a former ~~President~~COO of the Company $4446,~~542 for loans~~417, ~~general~~which ~~and administration expenses and travel expenses paid on behalf of the Company, and consulting services provided by the former President. The amount~~ is unsecured, non-interest bearing and due on demand. The former ~~President~~COO resigned as ~~President,~~our ~~CEO,~~Chief ~~CFO,~~Operating ~~and~~Officer ~~as a director of the Company~~ on September 1817, 2015.

As of ~~February~~August 2831, 2017, the Company owes ~~the~~a ~~spouse of the~~ former ~~President~~CFO of the Company $427,~~000~~500, ~~for~~which ~~general~~is unsecured, non-interest bearing and ~~administration~~due ~~support~~on ~~services~~demand. ~~provided~~The toformer CFO started working for the Company. ~~The~~on ~~amount~~August ~~is unsecured~~1, ~~non-interest~~2014 ~~bearing~~ and ~~due~~resigned onin ~~demand~~April 2015.

As of ~~February~~August 2831, 2017, the Company ~~had~~owes the former President of the Company $46,791 for loans, general and administration expenses and travel expenses paid on behalf of the Company, and consulting services provided by the former President. The amount includes a loan for $3318,~~325~~762 ~~from~~which ~~shareholders~~bears interest at 8.0% ~~These~~and ~~amounts~~matured ~~are~~on May 26, 2017. The note currently is in default and bears interest at the default interest rate of 15.0% beginning May 26, 2017. Total accrued interest is $2,249 as of August 31, 2017. The remaining amount due of $25,781 is unsecured, non-interest bearing and ~~have~~due noon ~~fixed~~demand. The ~~terms~~former ofPresident ~~repayment.~~resigned ~~The~~as ~~Company~~President, ~~has~~CEO, ~~not~~CFO, ~~yet~~and ~~formalized~~as ~~loan~~a ~~agreements~~director ~~for~~of ~~these~~the ~~loans~~Company on September 18, 2015.

OnAs ~~July~~of 11August 31, ~~2016~~2017, the Company ~~entered~~owes ~~into a Rescission Agreement and Mutual Release (~~the ~~“Rescission~~spouse 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~~former ~~Common~~President ~~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~~ $944,~~926~~000 for ~~the~~general ~~return~~and ofadministration ~~5,000,000~~support ~~shares~~services ofprovided to the Company’s. ~~common~~The ~~stock,~~amount ~~which~~ is ~~included in the 5~~unsecured,~~500,000~~ ~~aggregate~~non-interest ~~shares~~bearing ~~returned. In connection with the second Rescission Agreement, the shareholder agreed to rescind their consulting agreement~~ and ~~return~~due ~~500,000~~on ~~shares of the Company’s common stock~~demand. ~~These 5,500,000 shares are reflected as treasury stock retired as of February 28, 2017.~~

~~NOTE~~As 6of August 31, 2017, the Company had loans of $10,825 from shareholders. These amounts are unsecured, non-interest ~~CAPITAL~~bearing ~~STOCK~~and have no fixed terms of repayment. The Company has not yet formalized loan agreements for these loans.

~~Effective~~On ~~November~~July 111, ~~2013~~2016, the ~~number~~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 ~~common~~5,500,000 shares ~~authorized~~of ~~that~~the ~~may~~Company’s beCommon ~~issued~~Stock byto the Company ~~increased~~for ~~from~~cancellation. 75In 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 $94,926 for the return of 5,000,000 shares of the Company’s common ~~shares~~stock, towhich ~~200~~is included in the 5,~~000~~500,000 ~~common~~aggregate shares returned. In connection with athe ~~par~~second ~~value~~Rescission Agreement, the shareholder agreed to rescind their consulting agreement and return 500,000 shares of $0the Company’s common stock.~~001~~ These ~~per~~5,500,000 ~~share~~shares are reflected as treasury stock as of August 31, 2017 and May 31, 2017.

~~Effective~~NOTE ~~November~~5 1, 2013, the Company completed a 25:1 forward splitof 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~~CAPITAL ~~of common stock. All share and per share amounts have been restated retroactively.~~STOCK

~~From~~Effective ~~August~~November ~~through~~1, ~~September 2016~~2013, the ~~Company~~number ~~completed private placements consisting~~ of ~~2,249,607~~common ~~units~~shares atauthorized athat ~~price~~may ofbe ~~$0.10~~issued ~~per~~by ~~share~~the ~~for~~Company ~~total~~increased ~~proceeds~~from ~~of $224~~75,~~960~~000,000 ofcommon ~~which~~shares ~~$34,960 was received prior~~ to ~~May 31~~200, ~~2016 and is recorded as common stock subscribed as of May 31~~000,000 ~~2016. Each unit consists of one share of our~~ common ~~stock~~shares ~~and~~with ~~one~~a orpar ~~three~~value ~~warrants to purchase one share~~ of ~~common stock. The warrants have an exercise prices ranging from~~ $0.15001 toper $0share.~~20 and have terms ranging from one to three years.~~

~~From~~Effective ~~October~~November ~~2016~~1, ~~through January 2017~~2013, the Company completed ~~private~~a ~~placements~~25:1 ~~(the~~forward ~~“October~~split ~~PPM”) consisting~~ of ~~3,410,000~~the ~~units~~Company's atissued aand ~~price~~outstanding ofcommon $0stock.10 Every ~~per~~one share ~~for total proceeds~~ of ~~$341,000.~~common ~~Each~~stock ~~unit~~issued ~~consists~~and ofoutstanding ~~one~~prior ~~share~~to ofthe ~~our~~split ~~common~~was ~~stock~~exchanged ~~and~~for ~~two~~25 ~~warrants~~post-split toshares ~~purchase one share~~ of common stock. All ~~The~~share ~~warrants~~and ~~have~~per anshare ~~exercise~~amounts ~~price of $0.15 and~~ have abeen ~~three-year~~restated ~~term~~retroactively.

AsFrom ~~consideration~~October ~~for~~2016 ~~entering~~through ~~into~~May ~~the October PPM~~2017, the Company ~~granted~~completed toprivate ~~participating~~placements ~~investors in~~ (the ~~Company’s~~“October ~~previous~~PPM”) ~~private~~consisting ~~placements~~of ~~new~~3,760,000 ~~terms~~units onat ~~their~~a ~~common~~price ~~stock~~of ~~purchase~~$0.10 ~~warrants~~per ~~acquired~~share ~~under~~for ~~the~~total ~~previous~~proceeds ~~private~~of ~~placements~~$376,000. Each ~~(“Previous~~unit ~~Warrants”)~~consisted asof ~~follows:~~one ~~(1)~~share ~~change~~of ~~the~~our ~~exercise~~common ~~term~~stock ofand ~~the~~two ~~Previous~~warrants ~~Warrants~~to ~~from~~purchase ~~the~~one ~~date~~share of ~~issuance~~common ~~date~~stock. The towarrants ~~three~~have ~~years,~~an ~~(2) reduce the~~ exercise price of ~~the~~$0.15 ~~Previous~~and ~~Warrants~~have ~~from~~a $0three-year term.20 These tounits ~~$0.15~~include 350,000 ~~and~~units ~~(3)~~not ~~add~~yet anissued ~~additional~~as ~~warrant~~of ~~for~~this ~~one~~filing ~~share~~date ofthat ~~common~~are ~~stock~~reflected ~~with~~as ~~the~~common ~~foregoing~~stock ~~terms.~~subscribed ~~There~~totaling ~~was~~$35,000 noas ~~additional~~of ~~accounting~~August ~~required~~31, ~~for~~and ~~these~~May ~~warrants~~31, 2017.

~~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.~~9

OnAs ~~December~~consideration 1,for ~~2016~~entering into the October PPM, the Company ~~issued~~granted ~~2,200,000~~to ~~shares~~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 ~~consultants~~three ~~for~~years, ~~services~~(2) ~~with~~reduce athe ~~fair~~exercise ~~value~~price of the Previous Warrants from $~~440~~0.20 to $0.15,~~000~~ and (3) add an additional warrant for one share of common stock with the foregoing terms. There ~~The~~was ~~shares~~no ~~vested~~additional ~~immediately~~accounting required for these warrants.

9From June 2017 through August 2017, the Company completed private placements consisting of 4,518,222 units at a price of $0.10 per share for total proceeds of $451,822. 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 have not yet been issued as of this filing date and are reflected as common stock subscribed, totaling $451,822 as of August 31, 2017.

OnNOTE ~~December~~6 1,- ~~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.~~WARRANTS

~~During~~As ~~the~~of ~~nine~~August ~~months~~31, ~~ended~~2017, ~~February~~there ~~28,~~were ~~2017~~10,220,000 ~~the~~whole ~~Company~~share ~~recognized~~purchase warrants outstanding and exercisable. The warrants have a weighted average remaining life of 1.95 years and a weighted average exercise price of $~~116,374~~0.182 inper ~~compensation~~whole ~~expense~~warrant ~~related~~for toone common ~~shares~~share. ~~previously~~The ~~issued~~warrants tohad ~~four~~an ~~directors.~~aggregate ~~All~~intrinsic ~~shares~~value ~~fully~~of ~~vested~~$0 onas ~~December~~of August 31, ~~2016~~2017.

~~During~~Whole ~~the~~share ~~nine~~purchase ~~months~~warrants ~~ended~~outstanding ~~February~~at ~~28,~~August ~~2017~~31, the Company recognized $148,677 in compensation expense related to stock options issued to directors and consultants. A total of 14,400,000 options were granted on December 1, 2016 and vest 20% (2,880,000 options) on each of December 1, 2016, December 1, 2017, ~~December~~are 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 between 2.09 percent, and annualized volatility of 241%. Total unrecognized expense was $2,291,958 as ~~of February 28, 2017.~~follows:

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 Rescission 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. 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 February 28, 2017.


	Number of whole share purchase warrants		Weighted average exercise price per share

Outstanding, May 31, 2016		3,599,607	$	0.303
Issued		10,020,000		0.156
Expired		(1,749,607)		0.200
Exercised		--		--
Outstanding, May 31, 2017		11,870,000	$	0.194
Issued		--		--
Expired		(1,650,000)		0.273
Exercised		--		--
Outstanding, August 31, 2017		10,220,000	$	0.182

Exercisable, August 31, 2017		10,220,000	$	0.182

NOTE 7 - ~~WARRANTS~~COMMITMENTS

AsOn ofSeptember 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 287, ~~2017~~2014. In consideration, ~~there~~the ~~were~~Company issued 12,~~919~~500,~~607~~000 ~~whole~~shares ~~common~~of ~~share~~restricted ~~purchase~~common ~~warrants~~stock. In ~~outstanding~~addition, ~~and~~the ~~exercisable.~~Company ~~The~~also ~~warrants~~agreed ~~have~~to incorporate a ~~weighted~~subsidiary ~~average~~that ~~remaining~~will ~~life~~hold ofthese ~~1.35~~assets ~~years~~and conduct operations, and execute a ~~weighted~~consulting ~~average~~agreement ~~exercise~~with ~~price~~the former President of ~~$0.230~~the ~~per~~Company ~~whole~~whereby ~~warrant~~he ~~for~~would ~~one~~receive ~~common~~$7,000 ~~share~~per month. The ~~warrants~~consulting ~~had~~agreement anwill ~~aggregate~~become ~~intrinsic~~effective ~~value~~on the date that the Company raises a minimum of $0500,000 to fund operations, which had not yet occurred as of ~~February~~the 28date of the former President’s resignation. The Company incorporated this subsidiary on October 21, ~~2017~~2016 with the state of South Dakota under the name American Water Sanitation, LLC, of which the Company has a 51% ownership.

~~Whole~~On ~~common~~September ~~share~~9, ~~purchase~~2013, ~~warrants~~the ~~outstanding~~Company atentered 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 287, ~~2017~~2014. ~~are~~In asconsideration, ~~follows:~~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 treasury.

	Number of whole common share purchase warrants	Weighted average exercise price per share		Weighted average remaining contractual life (years)
Outstanding, May 31, 2016	3,599,607	$	0.303	0.54
Issued	9,320,000		0.163	2.41
Expired	--		--	--
Exercised	--		--	--
Outstanding, February 28, 2017	12,919,607	$	0.202	1.82
Exercisable, February 28, 2017	12,919,607	$	0.202	1.82

~~During~~On September 9, 2013, the ~~nine~~Company ~~months~~entered ~~ended~~into ~~February~~an 28Easement Agreement whereby the Company agreed to acquire the exclusive right to 10 acres of farm property located in Aylmer, ~~2017~~Ontario, Canada, to operate as a demonstration farm in order to evaluate and exhibit the effects of using the plant surfactant for an initial term of 3 years. In consideration, the Company issued 92,~~320~~500,000 ~~warrants~~shares ~~included~~of ~~with~~restricted ~~certain~~common stock ~~purchases~~with ~~from~~a ~~accredited~~fair ~~investors~~value of $25,200, ~~with~~which ~~exercise~~was ~~prices~~recognized ~~ranging~~as ~~from~~a ~~$0.15~~prepaid toexpense $0and is being amortized over the three-year term.20 During the periods ended August 31, 2017 and ~~expiration~~2016, ~~dates~~the ~~ranging~~Company ~~from~~recognized 1.$0 ~~year~~and to$2,100, ~~3.0~~respectively, ~~years.~~as ~~There~~rent ~~was~~expense, noleaving ~~expense~~a ~~resulting~~balance ~~from~~of ~~the~~$0 ~~issuance~~remaining as a prepaid expense as of ~~these~~August ~~warrants~~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.

~~NOTE~~The 8Exchange -Stock ~~COMMITMENTS~~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.

OnNOTE ~~September~~8 9,- ~~2013,~~SUBSEQUENT 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 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. The Company incorporated this subsidiary on October 21, 2016 with the state of South Dakota under the name American Water Sanitation, LLC, of which the Company has a 51% ownership.EVENTS

OnManagement ~~September~~has 9,evaluated ~~2013,~~all ~~the~~activity ~~Company~~and ~~entered~~concluded ~~into~~that anno ~~Asset~~subsequent ~~Purchase~~events ~~Agreement~~have ~~whereby~~occurred ~~the~~that ~~Company~~would ~~agreed~~require torecognition ~~acquire certain equipment used~~ in ~~conjunction~~these ~~with~~financial ~~the~~statements ~~production,~~or ~~marketing~~disclosure ~~and~~in ~~sale of~~ the ~~Plant~~notes ~~Surfactant.~~to ~~The~~these ~~agreement~~financial ~~closed on February 7, 2014~~statements. ~~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 treasury.~~

On September 9, 2013, the Company entered into an Easement Agreement whereby the Company agreed to acquire the exclusive right to 10 acres of farm property located in Aylmer, Ontario, Canada, to operate as a demonstration farm in order to evaluate and exhibit the effects of using the plant surfactant for an initial term of 3 years. In consideration, the Company issued 2,500,000 shares of restricted common stock with a fair value of $25,200, which was recognized as a prepaid expense and is being amortized over the three-year term. During the nine months ended February 28, 2017 and February 29, 2016, the Company recognized $2,100 and $4,200, respectively, as rent expense, leaving a balance of $0 remaining as a prepaid expense as of February 28, 2017.11

OnITEM ~~July~~2. 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 ShareholderMANAGEMENT’sS ~~Common~~DISCUSSION ~~Stock,~~AND ~~(ii)~~ANALYSIS ~~issue~~OF ~~each~~FINANCIAL ~~shareholder~~CONDITION ~~20,000~~AND ~~shares~~RESULTS ofOF 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.OPERATIONS

~~The~~Forward-Looking 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.Statements

~~NOTE~~This 9Quarterly Report on Form 10-Q ~~SUBSEQUENT~~includes ~~EVENTS~~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 our Annual Report on Form 10-K for the fiscal year ended May 31, 2017, as filed with the U.S. Securities and Exchange Commission (“SEC”) on August 28, 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:

Management has evaluated all activity since February 28, 2017, through the date the financial statements were issued and has concluded that no subsequent events have occurred that would require recognition in the Financial Statements or disclosure in the Notes to the Financial Statements.·

11substantial doubt about our ability to continue as a going concern;

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~·

~~Forward-Looking~~our ~~Statements~~ability to obtain additional financing on terms that are acceptable to us or at all;

This report contains forward-looking statements. 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 our Annual Report on Form 10-K for the year ended May 31, 2016, as amended, and as filed with the Securities and Exchange Commission on September 2, 2016, 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:·

·our ability to successfully commercialize our product to increase sales so that we are operationally profitable;

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

·absence of contracts with customers or suppliers;

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

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

~~our ability to successfully commercialize our operations to produce a market-ready product in a timely manner and in enough quantity;~~·

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

~~absence of contracts with customers or suppliers;~~·

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

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

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

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

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

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

·supply constraints or difficulties;

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

·general economic and business conditions;

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

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

~~supply constraints or difficulties;~~·

·our ability to successfully implement our business plan.

~~general~~Although ~~economic~~we ~~and~~believe ~~business~~that ~~conditions;~~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 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.

As used in this quarterly report and unless otherwise indicated, the terms “we,” “us,” “our,” ~~ability~~“GroGenesis” or the “Company” refer to ~~successfully~~GroGenesis, ~~recruit~~Inc. and ~~retain~~its ~~qualified~~wholly-owned ~~personnel~~Subsidiary, American Water Sanitation, LLC (“AWS”). Unless otherwise specified, all dollar amounts are expressed in ~~order~~United toStates ~~continue~~dollars. Our ~~our~~common ~~operations;~~stock ~~and~~is currently listed on the OTC Market, Pink Tier, under the symbol “GROG.”

·12

~~our~~Business ~~ability~~Description toand ~~successfully~~Corporate ~~implement our business plan.~~Overview

~~Although~~We weare ~~believe~~a ~~that~~sustainable ~~the~~agricultural ~~expectations~~services ~~reflected~~enterprise inoffering ~~the~~food ~~forward~~growers and turf producers an organic, nano-~~looking~~surfactant ~~statements~~that ~~are~~enhances ~~reasonable~~soil and crop health. Our flagship product, weAgraBurst ~~cannot~~PRO™, ~~guarantee~~is ~~future~~a ~~results~~proprietary, ~~levels~~all-natural, non-GMO agricultural input which improves the ability of ~~activity~~the orplant ~~performance~~(crop, turf, tree, vine etc. ~~Except~~) asto ~~required~~enhance bythe ~~applicable~~efficient ~~law~~access of added nutrients incorporated in fertilizers, ~~including~~resulting in less fertilizer needed as well as improved water retention in soil. By optimizing the ~~securities~~plant's ~~laws~~uptake of ~~the~~applied ~~United~~pest ~~States~~and weed controls and fertilizers, weproducers docan ~~not~~minimize ~~intend~~other input costs while reducing the health risk to ~~update~~farm ~~any~~workers ofdue to its non-toxic properties. AgraBurst PRO™ (the ~~forward~~“Product”) is formulated for organic and non-~~looking~~GMO ~~statements~~producers and those food growers seeking to ~~conform~~convert ~~these~~to ~~statements~~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 ~~actual~~capitalize ~~results~~on the convergence of consumer demand, retailer demand/compliance and legislative drive toward environmental responsibility.

~~Readers~~AgraBurst ~~are~~PRO™ ~~urged~~is toa ~~carefully~~specialized ~~review~~proprietary, ~~and~~premium ~~consider~~organic, ~~the~~nano-surfactant, ~~various~~non-ionic ~~disclosures~~(neutral ~~made~~charge) byformulation usof inhigh ~~this~~quality ~~report~~food-grade ~~and~~ingredients inwith ~~our~~beneficial ~~other~~soil ~~reports~~health ~~filed~~and plant stimulant properties with ~~the~~significant ~~Securities~~potential ~~and~~to ~~Exchange~~increase ~~Commission~~yields. ~~The~~It ~~following~~acts ~~Management’s~~as ~~Discussion~~an ~~and~~environmentally-safe ~~Analysis~~additive ofto ~~Financial~~producers' ~~Condition~~spray ~~and~~solution ~~Results~~that ofenhances ~~Operations~~delivery ofand ~~the~~absorption ~~Company~~activity ~~should~~in beboth ~~read~~soil inand ~~conjunction~~plant ~~with~~tissue ~~the~~by ~~Condensed~~reducing ~~Consolidated~~the ~~financial~~surface ~~statements~~tension ~~and~~between ~~notes~~the ~~related~~spray ~~thereto~~droplet ~~included~~and inleaf ~~this~~surface, ~~Quarterly~~creating ~~Report~~an onadhesive ~~Form~~liquid ~~10-Q~~bond. WeThe ~~undertake~~spray nodroplets ~~obligation~~spread toacross ~~update~~the orleaf ~~revise~~surface ~~forward-looking~~thereby ~~statements~~increasing tothe ~~reflect~~coverage ~~changed~~area ~~assumptions~~and plant exposure, resulting in the ~~occurrence~~spray droplets sticking to the leaf surface where absorption is maximized instead of ~~unanticipated~~running ~~events~~off orthe ~~changes~~leaf insurface. The Product enables the ~~future~~spray ~~operating~~droplet ~~results~~to ~~over~~penetrate ~~time~~the ~~except~~leaf’s surface barrier (a waxy layer known as ~~required~~the by“cuticle”) ~~law. We~~to ~~believe~~improve ~~that~~absorption ~~our~~into ~~assumptions~~the ~~are~~plant’s ~~based~~tissue ~~upon~~and ~~reasonable~~more ~~data~~effectively ~~derived~~deliver ~~from~~the most efficient and ~~known~~recognizable ~~about~~form ~~our~~of ~~business~~nutrient, fertilizer and ~~operations~~microbiology solutions. WeThe ~~make~~Product nocreates ~~assurance~~a Cationic Exchange Capacity (CEC) substrate, so that ~~actual~~positively ~~results~~charged ofnutrients ~~operations~~are orheld within the ~~results~~soil ofand ~~our~~not ~~future~~leached ~~activities~~away ~~will~~and ~~not~~reducing ~~differ~~the ~~materially~~amount ~~from~~of ~~our~~fertilizer ~~assumptions~~needed.

AsOur ~~used~~Product inperforms ~~this~~as ~~quarterly~~a ~~report~~purified and ~~unless~~activated ~~otherwise~~organic ~~indicated,~~matter ~~the~~carbon ~~terms~~source ~~“we,”~~and ~~“us,”~~serves ~~“our,”~~as ~~“GroGenesis”~~an orideal additive to improve and accelerate the ~~“Company”~~performance ~~refer~~of toall ~~GroGenesis,~~fertilizer ~~Inc~~programs. It is non-toxic, completely biodegradable and, ~~its~~unlike ~~wholly~~synthetic chemicals or petroleum-~~owned~~based ~~Subsidiary~~surfactants, ~~American~~will ~~Water~~not ~~Sanitation,~~bio-accumulate ~~LLC~~in ~~(“AWS”)~~the environment and tie up fertilizers and other valuable trace elements. ~~Unless~~By ~~otherwise~~decreasing ~~specified~~water evaporation from the soil and increasing water retention, ~~all~~the ~~dollar~~Product ~~amounts~~renders plants to be more drought-resistant by developing stronger roots which are ~~expressed~~more inable ~~United~~to ~~States~~withstand ~~dollars. Our~~adverse ~~common~~weather ~~stock~~conditions is(wind ~~currently~~and ~~listed~~drought) onand ~~the~~reach ~~OTC~~nutrients ~~Market,~~and QBwater ~~tier,~~not ~~under~~available near the ~~symbol~~surface ~~“GROG~~of the soil.”

12The 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, reducing the need for pest and fungicide control application. The plant’s natural oils in the formulation protect from infection and 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.

~~Use~~We were incorporated pursuant to the laws of ~~Generally~~Nevada ~~Accepted~~on ~~Accounting~~May ~~Principles~~19, ~~(“GAAP”)~~2010 ~~Financial~~under ~~Measures~~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. On November 1, 2013, we completed a forward split of our common stock such that 25 new shares of common stock were exchanged for each then currently issued share of common stock outstanding.

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 condensed consolidated financial statements and the notes thereto included elsewhere in this quarterly report. All references to dollar amounts in this section are in United States dollars, unless expressly stated otherwise.13

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

We ~~were~~use ~~incorporated~~United ~~pursuant~~States toGAAP ~~the~~financial ~~laws~~measures ofin ~~Nevada on May 19, 2010 under~~ the ~~name~~section ~~Lisboa Leisure, Inc. On October 18, 2013, we amended our articles~~ of ~~incorporation~~this inreport ~~order~~captioned to“Management’s ~~change~~Discussion ~~our name to GroGenesis, Inc.~~ and toAnalysis ~~affect~~or aPlan ~~forward split~~ of ~~our~~Operation” ~~issued~~(MD&A), ~~and~~unless ~~outstanding~~otherwise ~~shares~~noted. All of ~~common~~the ~~stock~~GAAP ~~such~~financial ~~that~~measures ~~every~~used ~~one~~by ~~share~~us ofin ~~common~~this ~~stock~~report ~~issued~~relate ~~and outstanding prior~~ to the ~~split~~inclusion ~~be exchanged for 25 post-split shares~~ of ~~common~~financial ~~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~~information.~~001.~~ ~~The~~This ~~name~~discussion ~~change~~ and ~~split~~analysis ~~were~~should ~~conditions~~be ~~precedent~~read toin ~~our~~conjunction ~~asset acquisition agreements~~ with ~~Joseph~~our ~~Fewer~~condensed ofconsolidated ~~Aylmer,~~financial ~~Ontario~~statements and ~~Steven~~the ~~Moseley~~notes ofthereto ~~Paris,~~included ~~Tennessee,~~elsewhere ~~whereby~~in wethis ~~agreed~~quarterly toreport. All ~~purchase~~references ~~certain~~to ~~assets~~dollar ~~necessary~~amounts ~~for~~in ~~the~~this ~~operation~~section ofare ain ~~plant~~United ~~growth~~States ~~surfactant~~dollars, ~~manufacture~~unless ~~and~~expressly ~~sales~~stated ~~business~~otherwise.

OnRecent ~~September~~Corporate 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.Events

On ~~July~~September 118, ~~2016~~2017, weTyler ~~entered~~Mackay ~~into~~was aremoved ~~Rescission~~from ~~Agreement~~his ~~and~~position ~~Mutual~~as ~~Release~~Chief ~~separately~~Operating ~~with~~Officer 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 5GroGenesis,~~500,000~~ ~~shares of our common stock for cancellation~~Inc. ~~On July 18~~, ~~2016,~~a weNevada ~~entered~~corporation ~~into an exchange agreement~~ (the “~~Exchange Agreement~~Company”). The ~~separately~~removal ~~with~~was ~~two~~a ~~shareholders,~~result ~~whereby~~of on the ~~Effective~~Company ~~Date~~desiring ~~(as defined below) each shareholder agreed~~ to ~~(i)~~pursue ~~surrender~~the ~~10,000,000~~next ~~shares~~phase of ~~our~~its ~~common~~business ~~stock,~~plan and ~~(ii)~~expand ~~assign~~its ~~such~~management ~~common~~team ~~stock~~in toorder ~~us for cancellation thereof pursuant~~ to anachieve ~~Assignment~~its ofcorporate ~~Interest;~~goals. On ~~and~~September ~~whereby~~8, ~~in exchange~~2017, weMichael ~~shall (i) cancel the shareholder’s common stock~~Samp, ~~(ii)~~age ~~issue each shareholder 20~~46,~~000~~ ~~shares~~was ofappointed aas ~~new~~Chief ~~class~~Operating ofOfficer ~~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~~Company. “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.

~~During~~Michael ~~our~~Samp, ~~fiscal~~age ~~year~~46, ~~ending~~has ~~May~~been ~~31,~~engaged ~~2016,~~in wethe ~~developed~~development ~~further~~and ~~enhancements~~growth toof ~~our~~businesses ~~AgraBurst™~~on ~~formula~~the toNorthern ~~make~~Plains itfor anmore ~~all-natural,~~than ~~premium~~25 ~~organic,~~years ~~non-GMO~~in ~~nano-surfactant~~the ~~for~~areas ~~farmers,~~of ~~fertilizer~~business ~~manufacturers~~development, ~~and~~government ~~commercial~~relations, ~~lawn~~business operations and ~~turf~~corporate ~~companies~~finance. ~~Now~~Previous ~~called~~to ~~AgraBurst~~his ~~PRO™~~appointment ~~and~~ as ~~our~~Chief ~~flagship~~Operating ~~product~~Officer of GroGenesis, itInc., isMr. ~~considered~~Samp anhas ~~agricultural~~been ~~input~~a ~~which~~consultant ~~improves~~to GroGenesis, Inc. in the ~~ability~~area of ~~the~~general ~~plant~~management ~~(crop,~~and ~~turf,~~operations ~~tree,~~since ~~vine~~September ~~etc~~2015.) From November 2013 to ~~enhance~~May ~~the~~2017, ~~efficient~~Mr. ~~access~~Samp served as Director of ~~added~~Business ~~nutrients~~Operations ~~incorporated~~for inTNT ~~fertilizers~~Hospitality Group, ~~resulting~~leading inbusiness ~~less~~and ~~fertilizer~~operations ~~needed~~of asthe ~~well~~14 asrevenue ~~improved~~centers ~~water~~of ~~retention~~the in$15M ~~soil~~enterprise. ByPrior ~~optimizing~~to ~~the~~that, ~~plant's~~from ~~uptake~~November of2008 ~~applied~~to ~~pest~~November ~~and~~2013, ~~weed~~Mr. ~~controls~~Samp ~~and~~served ~~fertilizers,~~in ~~producers~~management ~~can~~with ~~minimize~~Wal-Mart/Sam’s ~~other~~Club. A ~~input~~former ~~costs~~White ~~while~~House ~~reducing~~intern, ~~the~~Mr. ~~health~~Samp ~~risk~~has toconsulted ~~farm~~at ~~workers~~executive ~~due~~level tooperations ~~its~~positions ~~non-toxic~~for ~~properties. AgraBurst~~15 ~~PRO™~~Super (Bowls for the ~~“Product”)~~National isFootball ~~formulated~~League, ~~for~~was ~~organic~~the ~~and~~project ~~non-GMO~~director ~~producers~~for ~~and~~Ford ~~those~~Motor ~~food~~Company’s ~~growers~~100th ~~seeking~~Anniversary, toand ~~convert~~has toworked ~~non-GMO~~with ~~and~~numerous ~~organic~~Fortune ~~food~~500 ~~production~~companies. WeHe ~~believe~~was ~~application~~appointed ofin ~~our~~November ~~Product~~of ~~can~~2015 ~~begin~~by ~~the~~South ~~process~~Dakota ofGovernor ~~improving~~Dennis ~~the~~Daugaard ~~health~~to ofserve ~~the~~as ~~soil~~a ~~while~~member ~~reducing~~of ~~the~~The ~~use~~USS ofSouth ~~conventional~~Dakota ~~chemical~~(SSN790) ~~agricultural~~Commissioning ~~inputs~~Committee. ~~Our~~Mr. ~~strategy~~Samp is toan ~~capitalize~~alumnus onof ~~the~~Augustana ~~convergence~~University, a graduate of ~~consumer~~the ~~demand,~~University ~~retailer~~of ~~demand/compliance~~South Dakota and ~~legislative~~completed ~~drive~~his ~~toward~~course ~~environmental~~work ~~responsibility~~for his Master’s in Business (ABD) at the University of Sioux Falls.

13Results of Operations

~~Recent~~Comparison ~~Corporate~~of ~~Events~~the Three Months Ended August 31, 2017 to the Three Months Ended August 31, 2016

On February 21, 2017, we filed a definitive information statement (“DEF 14C”) to inform the holders of record, as of the close of business on February 10, 2017, of shares of our common stock, par value $0.001 per share (the “Common Stock”), that stockholders holding a majority, or Fifty Million Four Hundred Twenty-Eight Thousand Five Hundred Seventy One (50,428,571) shares of our Common Stock, had taken action by written consent as of February 10, 2017, to (i) authorize and approve a certificate of amendment to our Articles of Incorporation to authorize the issuance of 10,000,000 shares of preferred stock, par value $1.00 per share (“Articles Amendment”); and (ii) approve and adopt the Company’s 2017 Equity Incentive Plan (the “2017 Plan”). Pursuant to Rule 14(c)-2 under the Securities Exchange Act of 1934, as amended, the Articles Amendment and the adoption of the 2017 Plan was not effected until a date at least twenty (20) days after the date that the DEF 14C is filed with the Securities and Exchange Commission and mailed to our stockholders of record on the Record Date. We mailed the DEF 14C to our shareholders on February 24, 2017.Revenue

~~Results~~We had revenues of ~~Operations~~$62,586 for the three months ended August 31, 2017, as compared to revenues of $0 for the same period in 2016. Revenue increased by $62,586 as a result of intial sales of our AgraBurst PRO™.

~~Comparison~~Operating ~~of the Three Months Ended February 28, 2017 to the Three Months Ended February 29, 2016~~Expenses

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

We had no revenue for the three months ended February 28, 2017 or February 29, 2016, due to our focus and efforts directed on redeveloping our product formulas, new product development and identifying distributors for our product.


	Three Months Ended August 31,
	2017		2016

Consulting fees	$	115,791	$	292,064
Depreciation		2,470		3,722
General and administrative expenses		122,462		35,362
Transfer agent and filing fees		11,085		2,701
Professional fees		96,084		103,279
Total Operating Expenses	$	347,892	$	437,128

~~Operating Expenses~~14

~~Our~~Operating expenses decreased $89,236 from the three months ended August 31, 2016 compared to the three months ended August 31, 2017, an decrease of 20%. The primary reason is a $176,273 decrease in consulting fees for the three months ended ~~February~~August 2831, 2017, ~~are~~which ~~summarized~~includes asa ~~follows~~decrease of $210,273 in ~~comparison~~stock-based compensation. General and administrative expenses increased $87,100 due primarily to ~~our~~increased travel and travel relate expenses ~~for~~during the three months ended ~~February~~August 2931, ~~2016:~~2017.

	Three Months Ended
	February 28, 2017		February 29, 2016
Consulting fees	$	1,082,853	$	78,695
Depreciation		2,684		9,115
General and administrative expenses		25,570		32,329
Transfer agent and filing fees		3,501		2,404
Professional fees		35,011		24,954
Total Operating Expenses	$	1,149,619	$	147,497

Other Income and Expense

~~Operating~~Other ~~expenses~~income increased $1,002,122 for the three months ended February 28, 2017 compared to the three months ended February 29, 2016, an increase of 679%. The primary reason is a $1,004,158 increase in consulting fees for the three months ended February 28, 2017 in comparison to the three months ended February 29, 2016, due to stock-based compensation to officers, directors and ~~consultants of $832,560 and stock option compensation~~ expense tofor ~~officers, directors and consultants of $148,677 recorded in~~ the three months ended ~~February~~August 2831, 2017, ~~compared to $0 stock based compensation~~ and ~~stock option expense recorded in the three months ended February 29,~~ 2016~~. Additionally,~~ ~~depreciation~~are ~~decreased~~summarized ~~$6,431~~as ~~primarily from the Company’s exchange of its trade show booth and manufacturing facility assets on July 11, 2016 for the return of 5,500,000 shares of its common stock.~~follows:

Other Income and Expense


	Three Months Ended August 31,
	2017		2016
Loss on disposal of fixed assets	$	(4,025)	$	-
Interest expense		(825)		(805)
Total Expenses	$	(4,850)	$	(805)

~~Other~~Our ~~income~~loss ~~and~~on ~~expense~~dispoal ~~for~~of ~~the~~fixed ~~three~~assets ~~months~~of ~~ended~~$4,025 ~~February~~was ~~28,~~a ~~2017~~result ~~and~~of ~~February~~the ~~29,~~disposal ~~2016~~of ~~are~~a ~~summarized~~vehicle asduring ~~follows:~~the three months ended August 31, 2017.

	Three Months Ended
	February 28, 2017		February 29, 2016
Interest expense	$	(446)	$	-
Total Expenses	$	(446)	$	-

Liquidity and Capital Resources

14As of August 31, 2017, we had cash on hand of $88,725 and a working capital deficiency of $303,961 as compared to cash equivalents on hand of $1,513 and a working capital deficiency of $426,475 as of May 31, 2017. The decrease in working capital deficiency is mainly due to a decrease in net loss, an increase in accounts receivable, and a decrease in related party payables for the three months ended August 31, 2017.

~~Interest~~Private ~~expense~~Placement ~~increased from $0 for the three months ended February 29, 2016, to $446 for the three months ended February 28, 2017, primarily due to financing obtained on a vehicle loan in January 2016.~~Offerings

~~Comparison~~From ofOctober 2016 through May 2017, the ~~Nine~~Company ~~Months~~completed ~~Ended~~private ~~February~~placements 28(the “October PPM”) consisting of 3,760,000 ~~2017~~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 ~~the~~purchase ~~Nine~~one ~~Months~~share ~~Ended~~of ~~February~~common 29stock. The warrants have an exercise price of $0.15 and have a three-year term. These units include 350,000 ~~2016~~units not yet issued as of this filing date that are reflected as common stock subscribed totaling $35,000 as of May 31, 2017.

~~Revenue~~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.

WeFrom ~~had~~June no2017 ~~revenue~~through ~~for~~August 2017, the ~~nine~~Company ~~months~~completed ~~ended~~private ~~February~~placements 28consisting of 4,518,222 ~~2017~~units orat ~~February~~a ~~29,~~price ~~2016~~of $0.10 per share for total proceeds of $451,822. ~~due~~Each tounit consisted of one share of our ~~focus~~common stock and ~~efforts~~two ~~directed~~warrants onto ~~redeveloping~~purchase ~~our~~one ~~product~~share ~~formulas~~of common stock. The warrants have an exercise price of $0.15 and tohave ~~new~~a ~~product~~three-year ~~development~~term. These units have not yet been issued as of this filing date that are reflected as common stock subscribed totaling $451,822 as of August 31, 2017.

~~Operating~~Going ~~Expenses~~Concern

~~Our~~The ~~expenses~~audited ~~for~~financial statements contained in this annual report on Form 10-K have been prepared assuming that the ~~nine~~Company ~~months~~will ~~ended~~continue ~~February~~as 28a going concern. We have accumulated losses through the period to August 31, 2017 ~~are~~of ~~summarized~~approximately $5 million as ~~follows~~well inas ~~comparison~~negative cash flows from operating activities. Presently, we do not have sufficient cash resources to meet our ~~expenses~~plans ~~for~~in the ~~nine~~twelve months ~~ended~~following ~~February~~August 2931, ~~2016:~~2017. These factors raise substantial doubt about our ability to continue as a going concern.

	Nine Months Ended
	February 28, 2017		February 29, 2016
Consulting fees	$	1,511,387	$	342,620
Depreciation		9,090		26,702
General and administrative expenses		81,872		81,636
Transfer agent and filing fees		8,899		11,560
Professional fees		176,112		72,400
Total Operating Expenses	$	1,787,360	$	534,918

~~Operating~~Management ~~expenses increased $1,252,442 for the nine months ended February 28, 2017 from the nine months ended February 29, 2016, an increase of 234%. The primary reason~~ is ~~a $1,168,767 increase~~ in ~~consulting fees for~~ the ~~nine~~process ~~months~~of ~~ended~~evaluating ~~February~~various ~~28,~~financing ~~2017~~alternatives in ~~comparison~~order to ~~the~~finance ~~nine~~our ~~months~~research ~~ended February 29, 2016, due to stock based compensation to officers, directors~~ and ~~consultants~~development ofactivities ~~$1,087,374~~ and ~~stock~~general ~~option compensation expense to officers, directors~~ and ~~consultants~~administrative ofexpenses. ~~$148,677~~These ~~recorded~~alternatives ininclude ~~the~~raising ~~nine~~funds ~~months~~through ~~ended~~public ~~February~~or ~~28,~~private ~~2017,~~equity ~~compared~~markets toand ~~$98,684~~either ofthrough ~~stock~~institutional ~~based~~or ~~compensation~~retail ~~and~~investors. $0Although ofthere ~~stock~~is ~~option~~no ~~expense~~assurance ~~recorded~~that inwe ~~the~~will ~~nine~~be ~~months~~successful ~~ended~~with ~~February~~our ~~29,~~fund-raising ~~2016. Professional fees increased by $103~~initiatives,~~712~~ ~~primarily~~management ~~from~~believes ~~increased~~that ~~use~~we ofwill ~~legal~~be ~~services~~able ~~and services related~~ to ~~reporting~~secure ~~and~~the ~~filing~~necessary ~~requirements. Additionally,~~financing ~~depreciation~~as ~~decreased~~a ~~$17,612~~result ~~primarily~~of ~~from~~ongoing ~~the~~financing ~~Company’s~~discussions ~~exchange~~with ofthird ~~its~~party ~~trade~~investors ~~show booth~~ and ~~manufacturing~~existing ~~facility assets on July 11, 2016 for the return of 5,500,000 shares of its common stock~~shareholders.

~~Other~~The ~~Income~~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 ~~Expense~~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.

~~Other~~Working ~~income~~Capital ~~and expense for the nine months ended February 28, 2017 and 2015 are summarized as follows:~~Deficiency

		Nine Months Ended
	August 31,			May 31,
		February 28, 2017			February 29, 2016
	2017			2017
Interest expense		$	(2,452)		$	-
Current assets	$	171,437		$	21,494
Total Expenses		$	(2,452)		$	-
Current liabilities		475,398			447,969
Working capital deficiency	$	303,961		$	426,475

~~Interest~~The ~~expense~~increase ~~increased~~in ~~from~~current $0assets ~~for~~is ~~the~~mainly ~~nine~~due ~~months~~to ~~ended~~an ~~February~~increase ~~29,~~of ~~2016~~cash, toaccounts ~~$2,452~~receivable ~~for~~and ~~the~~prepaid ~~nine~~expenses. ~~months~~The ~~ended~~increase ~~February~~in ~~28,~~current ~~2017,~~liabilities is primarily due to ~~financing~~increase ~~obtained~~in onaccounts apayable ~~vehicle~~and ~~loan~~accrued expenses. Management is attempting raise more capital in ~~January~~order ~~2016~~to increase the Company’s cash position and pay down current liabilities.

~~Liquidity~~Cash ~~and Capital Resources~~Flows

As of February 28, 2017, we had cash on hand of $48,788 and a working capital deficiency of $325,114 as compared to cash equivalents on hand of $12,387 and a working capital deficiency of $305,629 as of May 31, 2016. The increase in cash was offset primarily from a decrease in accounts receivable and an increase in accounts payable and accrued liabilities for the nine months ended February 28, 2017.


	Three Months Ended August 31,
	2017		2016
Net cash used in operating activities	$	(356,202)	$	(136,862)
Net cash used in investing activities		(7,874)		-
Net cash provided by financing activities		451,288		164,059
Increase (decrease) in cash	$	87,212	$	27,197

15The increase in net cash used in operating activities in the three months ended August 31, 2017, as compared to the previous year is due primarily to an increase in cash-basis operating expenses. The increase in cash used in investing activities is due to purchases of computer equipment during the three months ended August 31, 2017. The increase in cash provided by financing activities is due to an increase in proceeds from the sale of common stock subscriptions.

~~Private~~Future ~~Placement Offerings~~Financing

~~From~~Given ~~August~~our ~~through~~cash ~~September~~position ~~2016~~of $88,725 ~~the~~as ~~Company~~of ~~completed~~August ~~private~~31, ~~placements~~2017, ~~consisting~~management ofbelieves ~~2,249,607~~that ~~units~~our atcash aon ~~price~~hand ofand $0working capital are not insufficient to meet our current anticipated cash requirements.10 We ~~per~~will ~~share~~require ~~for~~additional ~~total~~funds ~~proceeds~~to ofimplement ~~$224,960,~~our ofgrowth ~~which~~strategy ~~$34~~for our business. In addition,~~960~~ ~~was~~while we have received ~~prior~~capital from various private placements that have enabled us to ~~May~~fund 31our operations, ~~2016~~these ~~and~~funds ishave ~~recorded~~been aslargely ~~common~~used ~~stock~~to ~~subscribed~~develop asour ofprocesses ~~May~~and 31purchase initial amounts of inventory, ~~2016~~although additional funds are needed for other corporate operational and working capital purposes. ~~Each~~Therefore, ~~unit~~not ~~consists~~including ofthe ~~one~~cash ~~share~~flow impact of any increases in our ~~common~~sales, ~~stock~~we ~~and~~estimate ~~one~~that orwill ~~three~~need ~~warrants~~to raise an additional $1,000,000 to ~~purchase~~cover ~~one~~all ~~share~~of our operational expenses through the balance of ~~common~~this ~~stock~~fiscal year ended May 31, 2018. ~~The~~These ~~warrants~~funds ~~have~~may anbe ~~exercise~~raised ~~prices~~through ~~ranging~~equity ~~from~~financing, ~~$0.15~~debt tofinancing, ~~$0.20~~or ~~and~~other ~~have~~sources, ~~terms~~which ~~ranging~~may ~~from~~result ~~one~~in tofurther ~~three~~dilution ~~years~~in the equity ownership of our shares.

From October 2016 through January 2017, the Company completed private placements (the “October PPM”) consisting of 3,410,000 units at a price of $0.10 per share for total proceeds of $341,000. Each unit consists 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.16

AsThere ~~consideration~~can ~~for~~be ~~entering~~no ~~into~~assurance ~~the~~that ~~October~~additional ~~PPM,~~financing ~~the~~will ~~Company~~be ~~granted~~available to ~~participating~~us ~~investors~~when inneeded ~~the~~or, ~~Company’s~~if ~~previous~~available, ~~private~~that ~~placements~~it ~~new~~can ~~terms~~be obtained on ~~their~~commercially ~~common~~reasonable ~~stock~~terms. The ~~purchase~~incurrence ~~warrants~~of ~~acquired~~indebtedness ~~under~~would ~~the~~result ~~previous~~in ~~private~~increased ~~placements~~debt ~~(“Previous~~service ~~Warrants”)~~obligations asand ~~follows: (1)~~could ~~change~~require ~~the~~us ~~exercise~~to ~~term~~agree ofto ~~the~~operating ~~Previous~~and ~~Warrants~~financial ~~from~~covenants ~~the~~that ~~date~~would ofrestrict ~~issuance~~our ~~date~~operations. Any failure to ~~three~~secure ~~years~~additional financing may force us to modify our business plan. In addition, ~~(2)~~we ~~reduce~~cannot be assured of profitability in the ~~exercise~~future. ~~price~~If ofwe are not able to obtain the ~~Previous~~additional ~~Warrants~~financing on a timely basis should it be required, or generate significant material revenues from ~~$0.20~~operations, we will not be able to ~~$0.15,~~meet ~~and~~our ~~(3)~~other ~~add~~obligations anas ~~additional~~they ~~warrant~~become ~~for~~due ~~one~~and ~~share~~we ofwill ~~common~~be ~~stock~~forced ~~with~~to ~~the~~scale ~~foregoing~~down ~~terms~~or perhaps even cease our operations.

~~Going~~Off-Balance ~~Concern~~Sheet Arrangements

~~The~~We ~~unaudited~~have ~~consolidated~~no ~~financial statements contained in this quarterly report on Form 10~~off-Qbalance ~~have~~sheet ~~been~~arrangements ~~prepared assuming~~ that ~~the Company will continue as a going concern. We~~ have ~~accumulated~~or ~~losses~~are ~~through~~reasonably ~~February~~likely ~~28,~~to ~~2017 of $4,714,496 as well as incurred negative cash flows from operating activities. Presently, we do not~~ have ~~sufficient~~a ~~cash~~current ~~resources~~or tofuture ~~meet~~effect on our ~~plans~~financial ~~through the twelve months ending February 28~~condition, ~~2018. These~~changes ~~factors raise substantial doubt about our ability to continue as a going concern. Management is~~ in ~~the~~financial ~~process~~condition, ofrevenues ~~evaluating~~or ~~various financing alternatives in order to finance our research and development activities and general and administrative~~ expenses~~. These~~, ~~alternatives~~results ~~include~~of ~~raising~~operations, ~~funds~~liquidity, ~~through~~capital ~~public~~expenditures or ~~private~~capital ~~equity~~resources ~~markets~~that ~~and either through institutional or retail investors. Although there~~ is nomaterial ~~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~~stockholders.

~~The~~Critical ~~consolidated~~Accounting ~~financial~~Policies 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.Estimates

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

	February 28,		May 31,
	2017		2016
Current assets	$	98,199	$	68,392
Current liabilities		423,313		374,021
Working capital deficiency	$	(325,114)	$	(305,629)

Recently Adopted Accounting Pronouncements

~~The~~For ~~increase~~reference into ~~current~~a ~~liabilities~~complete ~~was~~list ~~primarily~~of ~~from~~recently anadopted ~~increase~~accounting inpronouncements, ~~accounts~~these ~~payable~~consolidated ~~and~~financial ~~accrued~~statements ~~liabilities~~should ~~for~~be ~~the~~read ~~nine~~in ~~months~~conjunction ~~ended~~with ~~February~~the ~~28,~~consolidated ~~2017. Management~~financial isstatements ~~attempting~~of tothe ~~raise~~Company ~~more~~for ~~capital~~the inyear ~~order~~ended toMay ~~increase~~31, ~~the~~2017 ~~Company’s~~(including ~~cash~~the ~~position~~notes ~~and~~thereto) ~~pay~~set ~~down~~forth ~~current~~on ~~liabilities~~Form 10-K.

16Newly Issued Accounting Pronouncements

~~Cash~~For ~~Flows~~reference to a complete list of newly issued accounting pronouncements, these consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended May 31, 2017 (including the notes thereto) set forth on Form 10-K.

	Nine months Ended
	February 28, 2017		February 29, 2016
Net cash used in operating activities	$	(488,852)	$	(356,358)
Net cash used in investing activities		(3,825)		(15,961)
Net cash provided by financing activities		529,078		374,267
Increase (decrease) in cash	$	36,401	$	1,948

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The increase in net cash used in operating activities in the nine months ended February 28, 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.Applicable

~~Future~~ITEM ~~Financing~~4. CONTROLS AND PROCEDURES

~~Given~~Disclosure ~~our~~Controls ~~cash position of $48,788 as of February 28, 2017, management believes that our cash on hand~~ and working capital are not 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.Procedures

~~Off~~As required by Rule 13a-~~Balance~~15(b) ~~Sheet~~under ~~Arrangements~~the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our management carried out an evaluation, with the participation of our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act), as of the period covered by this report. Disclosure controls and procedures are defined as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon their evaluation, our management (including our Chief Executive Officer and Chief Financial Officer) concluded that our disclosure controls and procedures were not effective as of August 31, 2017, based on the material weaknesses defined below:

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.i)

~~Critical~~Lack ~~Accounting~~of Formal Policies and ~~Estimates~~Procedures. We utilize a third party independent contractor for the preparation of our 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 our Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

For reference to a complete list of critical accounting policies and estimates, these consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended May 31, 2016 (including the notes thereto) set forth on Form 10-K.17

~~Recently Adopted Accounting Pronouncements~~ii)

~~For~~Audit ~~reference~~Committee toand aFinancial ~~complete~~Expert. We ~~list~~do ~~recently~~not ~~adopted~~have ~~accounting~~a ~~pronouncements,~~formal ~~these~~audit ~~consolidated~~committee ~~financial statements should be read in conjunction~~ with ~~the~~a financial ~~statements~~expert, ofand ~~the~~thus ~~Company~~we ~~for~~lack the ~~year~~board ~~ended~~oversight ~~May~~role ~~31,~~within ~~2016 (including~~ the ~~notes~~financial ~~thereto)~~reporting ~~set forth on Form 10-K~~process.

~~Newly Issued Accounting Pronouncements~~iii)

~~Except~~Insufficient asResources. We ~~disclosed~~have ~~below,~~insufficient ~~for~~quantity ~~reference~~of todedicated aresources ~~complete~~and ~~list~~experienced ~~newly~~personnel ~~issued~~involved ~~accounting~~in ~~pronouncements,~~reviewing ~~these~~and ~~consolidated~~designing ~~financial~~internal ~~statements~~controls. As ~~should~~a beresult, ~~read~~a inmaterial ~~conjunction~~misstatement ~~with the consolidated financial statements~~ of the ~~Company~~interim ~~for~~and ~~the~~annual ~~year~~financial ~~ended~~statements ~~May~~could ~~31,~~occur ~~2016~~and ~~(including~~not ~~the~~be ~~notes~~prevented ~~thereto)~~or ~~set~~detected ~~forth~~ on ~~Form~~a ~~10-K~~timely basis.

17iv)

InEntity ~~August~~Level ~~2016,~~Risk ~~the~~Assessment. We ~~Financial~~did ~~Accounting~~not ~~Standards~~perform ~~Board~~an ~~("FASB")~~entity ~~issued~~level ~~Accounting~~risk ~~Standard~~assessment ~~Update~~to ~~(“ASU”)~~evaluate ~~2016-15,~~the ~~Statement~~implication of ~~Cash~~relevant ~~Flows~~risks -on ~~Classification~~financial ofreporting, ~~Certain~~including ~~Cash~~the ~~Receipts~~impact ~~and~~of ~~Cash~~potential ~~Payments,~~fraud ~~which~~related ~~clarifies~~risks ~~existing~~and ~~guidance~~the risks related to ~~accounting~~non- ~~for~~routine ~~cash~~transactions, ~~receipts~~if ~~and~~any, ~~cash payments and classification~~ on ~~the~~internal ~~statement~~control ofover ~~cash~~financial ~~flows~~reporting. ~~This~~Lack ~~guidance~~of isan ~~effective~~entity-level ~~for~~risk ~~fiscal~~assessment ~~years,~~constituted ~~and~~an ~~interim~~internal ~~periods~~control ~~within~~design ~~those~~deficiency ~~years,~~which ~~beginning~~resulted ~~after~~in ~~December~~more ~~15,~~than ~~2017,~~a ~~and~~remote ~~early~~likelihood ~~adoption~~that isa ~~permitted. The~~material ~~Company~~error iswould ~~currently~~not ~~evaluating~~have ~~the~~been ~~impact~~prevented ofor ~~this~~detected, ~~new~~and ~~standard~~constituted ona ~~its~~material ~~financial statements~~weakness.

~~The~~We ~~Company~~are ~~has~~currently ~~implemented~~reviewing ~~all~~our ~~new~~disclosure ~~accounting~~controls ~~pronouncements that are in effect~~ and ~~that~~procedures ~~may~~related ~~impact~~to ~~its~~these ~~consolidated~~material ~~financial~~weaknesses ~~statements~~ and ~~does~~expect ~~not~~to ~~believe~~implement ~~that~~changes ~~there~~in ~~are~~the ~~any~~near ~~other~~term, ~~new~~including ~~accounting~~identifying ~~pronouncements~~specific ~~that~~areas ~~have~~within ~~been~~our ~~issued~~governance, ~~that~~accounting ~~might~~and ~~have~~financial areporting ~~material~~processes ~~impact~~to onadd ~~its~~adequate ~~financial~~resources ~~position~~to orpotentially ~~results~~mitigate ofthese ~~operations~~material weaknesses.

~~Item~~Our 3.management ~~Quantitative~~will continue to monitor and ~~Qualitative~~evaluate ~~Disclosures~~the ~~About~~effectiveness ~~Market~~of ~~Risk~~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.

~~Not~~Management ~~Applicable~~believes that despite our material weaknesses set forth above, our condensed consolidated financial statements for the quarter ended August 31, 2017 are fairly stated, in all material respects, in accordance with U.S. GAAP.

~~Item~~Changes 4.in ~~Controls~~Internal ~~and~~Control ~~Procedures~~Over Financial Reporting

~~Disclosure~~There ~~Controls~~were no changes in our internal control over financial reporting during the three months ended August 31, 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 ~~Procedures~~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.

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our management carried out an evaluation, with the participation of our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act), as of the period covered by this report. Disclosure controls and procedures are defined as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Based upon their evaluation, our management (including our Chief Executive Officer and Chief Financial Officer) concluded that our disclosure controls and procedures were not effective as of February 28, 2017, based on the material weaknesses defined below:18

i)PART II - OTHER INFORMATION

~~Lack~~ITEM ~~of Formal Policies and Procedures~~1. We ~~utilize~~LEGAL a third party independent contractor for the preparation of our 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 our Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.PROCEEDINGS

~~ii)~~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.

~~Audit~~ITEM ~~Committee and Financial Expert~~1A. We doRISK ~~not have a formal audit committee with a financial expert, and thus we lack the board oversight role within the financial reporting process.~~FACTORS

~~iii~~As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

~~Insufficient~~ITEM ~~Resources~~2. We ~~have~~UNREGISTERED ~~insufficient~~SALES ~~quantity~~OF ofEQUITY ~~dedicated~~SECURITIES ~~resources~~AND ~~and~~USE ~~experienced~~OF 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.PROCEEDS

~~iv)~~From June 2017 through August 2017, the Company completed private placements consisting of 4,518,222 units at a price of $0.10 per share for total proceeds of $451,822. 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 have not yet been issued as of this filing date that are reflected as common stock subscribed totaling $451,822 as of August 31, 2017.

~~Entity~~This ~~Level~~sale ~~Risk~~and ~~Assessment. We~~issuance ~~did~~of ~~not~~common ~~perform~~stock anwas ~~entity~~exempt ~~level~~from ~~risk~~the ~~assessment~~registration torequirements ~~evaluate~~of the ~~implication~~Securities ofAct ~~relevant~~pursuant ~~risks~~to ~~on financial reporting, including~~ the ~~impact~~exemption offor ~~potential~~transactions ~~fraud~~by ~~related~~an ~~risks~~issuer ~~and~~not ~~the~~involved ~~risks~~in ~~related to non- routine transactions, if~~ any, onpublic ~~internal~~offering ~~control~~under ~~over~~Section ~~financial~~4(a)(2) ~~reporting. Lack~~ of anthe ~~entity-level~~Securities ~~risk~~Act ~~assessment~~and ~~constituted~~Rule an506 ~~internal~~of ~~control~~Regulation ~~design~~D ~~deficiency~~thereunder. The ~~which~~Company ~~resulted~~intends into ~~more~~use ~~than~~the aproceeds ~~remote~~of ~~likelihood~~the ~~that~~sale afor ~~material~~general ~~error~~working ~~would~~capital ~~not have been prevented or detected, and constituted a material weakness~~purposes.

WeITEM ~~are~~3. ~~currently~~DEFAULTS ~~reviewing~~UPON ~~our~~SENIOR 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.SECURITIES

18None.

~~Our~~ITEM ~~management~~4. ~~will~~MINE ~~continue~~SAFETY 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.DISCLOSURES

~~Management~~Not believes that despite our material weaknesses set forth above, our condensed consolidated financial statements for the quarter ended February 28, 2017 are fairly stated, in all material respects, in accordance with UApplicable.~~S. GAAP.~~

~~Changes~~ITEM in5. ~~Internal~~OTHER ~~Control Over Financial Reporting~~INFORMATION

There were no changes in our internal control over financial reporting during the three months ended February 28, 2017 that have materially affected, or are reasonably likely to materially affect our internal control over financial reportingNone. 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.

~~PART~~ITEM II6. ~~- OTHER INFORMATION~~EXHIBITS

Item 1. Legal Proceedings


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 (incorporated by reference to our Annual Report on form 10-K filed on August 28, 2017)
(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.
10.3		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.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.

**	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.

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.20

~~Item 1A. Risk Factors~~SIGNATURES

AsPursuant ato ~~smaller~~the ~~reporting~~requirements ~~company~~of ~~(as~~the ~~defined~~Securities inExchange ~~Rule~~Act ~~12b-2~~ of 1934, the ~~Exchange~~registrant ~~Act),~~has weduly ~~are~~caused ~~not~~this ~~required~~report to ~~provide~~be ~~the~~signed ~~information~~on ~~called~~its ~~for~~behalf by ~~this~~the ~~Item~~undersigned, 1Athereunto duly authorized.

~~Item~~GROGENESIS, 2INC. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~

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.By: ~~Each~~/s/ ~~unit~~Richard ~~consists of one share of our common stock and one or three warrants to purchase one share of common stock~~D. ~~The~~ ~~warrants have an exercise prices ranging from $0.15 to $0.20 and have terms ranging from one to three years.~~Kamolvathin

~~From~~Richard ~~October 2016 through January 2017, the Company completed private placements (the “October PPM”) consisting of 3,410,000 units at a price of $0~~D.10 per share for total proceeds of $341,000. Each unit consists 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.Kamolvathin

AsChief ~~consideration~~Executive ~~for~~Officer 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)~~Chief ~~add~~Financial ~~an additional warrant for one share of common stock with the foregoing terms.~~Officer

~~The above sales of securities were issued in reliance on the exemption from registration afforded by Section 4~~(~~a)(2)~~Principal ~~and~~Executive ~~Regulation~~Officer, DPrincipal ~~(Rule~~Financial ~~506)~~Officer ~~under the Securities Act~~ and ~~corresponding~~Principal ~~provisions~~Accounting of state securities laws for offerings to "accredited investors" as such term is defined in the Securities Act or in reliance upon Regulation S of the Securities Act. The Company intends to use the proceeds from the sales of securities for general corporate purposes, including working capital needs.Officer)

~~Item~~Date: October 3.16, ~~Defaults Upon Senior Securities~~2017

~~None.~~21

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

No.	Description
2.1	Form of Exchange Agreement dated July 18, 2016 (incorporated by reference to our Current Report on Form 8-K filed on July 25, 2016).
3.1	Articles of Incorporation, as amended (incorporated by reference to our Definitive Proxy Statement filed on February 21, 2017).
3.2	Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on July 27, 2010).
10.1	Strategic Partnership Agreement with Eco Squared Solutions, Inc. and Eco Water Solutions, Inc. (incorporated by reference to our Current Report on Form 8-K filed on October 20, 2016).
10.2	Form of Restricted Stock Award Agreement (incorporated by reference to our Quarterly Report on Form 10-Q filed on January 17, 2017).
10.3	Form of Stock Option Grant Agreement (incorporated by reference to our Quarterly Report on Form 10-Q filed on January 17, 2017).
10.4	2017 Equity Incentive Plan (incorporated by reference to our Definitive Proxy Statement filed on February 21, 2017).
31.1*	Certification Statement of the Chief Executive Officer pursuant to Section 302 of the SarbanesOxley Act of 2002
31.2*	Certification Statement of the Chief Financial Officer pursuant to Section 302 of the SarbanesOxley Act of 2002
32.1*	Certification Statement of the Chief Executive Officer pursuant to Section 906 of the SarbanesOxley Act of 2002
32.2*	Certification Statement of the Chief Financial Officer pursuant to Section 906 of the SarbanesOxley Act of 2002
101*	Interactive Data Files

*Filed herewith

SIGNATURES

Pursuant to the requirements 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 D. Kamolvathin

Richard D. Kamolvathin

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Date: April 14, 2017

Filing Compare · GroGenesis, Inc.