UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: June 30, ~~2019~~2020

[ ] 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: 000-53548

GROW CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	86-0970023
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2485 Village View Drive, Suite 180

Henderson, NV 89074

(Address of principal executive offices)

702-830-7919

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Trading Symbol(s) Name of each exchange

None Not applicable Not applicable

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes [X] No [ ]~~

1Yes [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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x Emerging growth company ox

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes [ ] No [ X ]

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

~~State~~Yes ~~the~~[ ] ~~aggregate~~No market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second quarter.[X]

The aggregate market value of the voting and non-voting common ~~stock~~ equity held by non-affiliates ~~totaled~~computed ~~$4,774,524~~by ~~based~~reference ~~upon~~to athe ~~valuation~~price ~~of $0.063per~~at ~~share,~~which ~~that~~the ~~being~~common equity was last sold, or the ~~closing~~average bid and asked price onof ~~December~~such 31common equity, ~~2018~~as of the last business day of the ~~Registrant~~registrant's most recently completed second fiscal quarter was $8,591,603.

~~APPLICABLE~~As ~~ONLY~~of TOOctober ~~REGISTRANTS~~7, ~~INVOLVED~~2020, INthe ~~BANKRUPTCY~~Issuer ~~PROCEEDINGS~~had 22,696,645 ~~DURING~~common ~~THE~~shares ~~PRECEDING~~issued ~~FIVE~~and ~~YEARS~~outstanding.

Not applicable.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

As of October 14, 2019, the registrant had 242,901,397 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

~~Specified~~None portions of the registrant’s Definitive Information Statement, which will be filed with the Commission pursuant to Regulation 14C, are incorporated by reference into Part III of this report. Except with respect to information specifically incorporated by reference in this report, the Information Statement is not deemed to be filed as a part hereof.

TABLE OF CONTENTS

PART I4

Item No.		Page No.
	PART I
1	Business	4
1A	Risk Factors	11
1B	Unresolved Staff Comments	11
2	Properties	11
3	Legal Proceedings	12
4	Mine Safety Disclosures	12

	PART II
5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
6	Selected Financial Data	15
7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
7A	Quantitative and Qualitative Disclosures About Market Risk	23
8	Financial Statements and Supplementary Data	23
9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	24
9A	Controls and Procedures	24
9B	Other Information	25

	PART III
10	Directors, Executive Officers and Corporate Governance	26
11	Executive Compensation	29
12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	35
13	Certain Relationships and Related Transactions and Director Independence	38
14	Principal Accounting Fees and Services	41

	PART IV
15	Exhibits, Financial Statement Schedules	42
16	Form 10K Summary	45
	SIGNATURES	45

ITEM 1. BUSINESS4

ITEM 1A. RISK FACTORS7

ITEM 1B. UNRESOLVED STAFF COMMENTS8

ITEM 2: PROPERTIES8

ITEM 3: LEGAL PROCEEDINGS8

ITEM 4: MINE SAFETY DISCLOSURES8

PART II9

ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES9

ITEM 6: SELECTED FINANCIAL DATA11

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION11

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK14

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA15

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE17

ITEM 9A: CONTROLS AND PROCEDURES17

ITEM 9B: OTHER INFORMATION18

PART III.18

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE18

ITEM 11: EXECUTIVE COMPENSATION18

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS18

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE19

ITEM 14: PRINCIPAL ACCOUNTING FEES AND SERVICES19

PART IV20

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES20

SIGNATURES22

PART I

~~FORWARD~~ITEM ~~LOOKING STATEMENTS~~1. BUSINESS

Forward Looking Statements

In this Annual Report, references to "Grow Capital," the "Company," "we," "us," "our" and words of similar import) refer to Grow Capital, Inc., a Nevada corporation, the registrant and, when appropriate, its subsidiary.

Statements made in this Form 10-K which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and business of Grow Capital. Such forward-looking statements include those that are preceded by, followed by or that include the words "may", "would", "could", "should", "expects", "projects", "anticipates", "believes", "estimates", "plans", "intends", "targets" or similar expressions.

~~Forward-looking~~These ~~statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the~~ forward-looking statements, ~~including the following~~include, inbut ~~addition~~are tonot ~~those~~limited contained in this Annual Report: general economic or industry conditions nationally and/or in the communities in which we conduct business; legislation or regulatory requirements, including environmental requirements; conditions of the securities markets; competition; our ability to raise capital; changes in accounting principles, policies or guidelines; financial or political instability; acts of war or terrorism; and other economic, competitive, governmental, regulatory and technical factors affecting our operations, products, services and prices.:

●

statements of our goals, intentions and expectations;

●

statements regarding our business plans, prospects, growth and operating strategies;

●

statements regarding the quality of our loan and investment portfolios; and

●

estimates of our risks and future costs and benefits.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, in addition to those contained in this Annual Report:

·general economic or industry conditions nationally and/or in the communities in which we conduct business;

·legislation or regulatory requirements, including environmental requirements;

·conditions of the securities markets;

·competition;

·our ability to raise capital;

·changes in accounting principles, policies or guidelines;

·financial or political instability;

·acts of war or terrorism; and other economic, competitive, governmental, regulatory and technical factors affecting our operations, products, services and prices.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. Grow Capital does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

~~ITEM~~COVID ~~1. BUSINESS~~19 PANDEMIC

~~Item~~The 1recent COVID-19 pandemic could have an adverse impact on our ongoing operations. ~~Description~~To date the Company’s primary operating segment, Bombshell Technologies Inc., has not experienced a decline in sales as a result of ~~Business~~the impact of COVID 19. The Company’s operations in the FinTech sector are carried out with a limited amount of person to person contact and we do not expect an impact on these operations as a result of COVID 19, however, the full effect of the COVID-19 outbreak continues to evolve as of the date of this report, is highly uncertain and subject to change. Operations of the Company’s Resort at Lake Selmac property were delayed until July 2020 when the government permitted the resort to reopen. Management does not expect the delay in opening the resort for the 2020-2021 season to substantially impact profitable operations for this business in the long term. Management is actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to estimate the effects of

~~History~~4

~~Grow~~the ~~Capital,~~COVID-19 ~~Inc.~~outbreak ~~was incorporated~~ on ~~October~~its ~~22,~~operations ~~1999~~or asfinancial ~~Calibrus,~~condition in the ~~State~~next of12 ~~Nevada~~months. ~~From~~While ~~its~~significant ~~inception~~uncertainty remains, the Company ~~was~~does anot ~~call~~believe ~~center that contracted out as a customer contact center for a variety of business clients throughout~~ the ~~United States. Over time our main business became a third~~COVID-~~party~~19 ~~verification~~outbreak ~~service. After~~will ~~making~~have a ~~sale~~negative impact on ~~the~~its ability ~~telephone, a company would send the call~~ to araise ~~Company~~additional ~~operator~~financing, toconclude ~~confirm~~ the ~~order. This~~acquisition ~~process~~of ~~protected~~targeted ~~both~~business ~~the~~operations ~~customer~~or ~~and~~reach ~~the~~profitable ~~company selling services from telephone sales fraud~~operations.

~~While~~Description ~~continuing to operate as a call center, in 2008 we expanded our business plan to include the development~~ of ~~a social networking site called JabberMonkey (Jabbermonkey.com) and the development of a location based social networking application for smart phones called Fanatic Fans.~~Business

In June 2014 we acquired WCS Enterprises, LLC ("WCS Enterprises"), an Oregon limited liability company which was formed on September 9, 2013, in exchange for shares of our common stock. The acquisition of WCS Enterprises resulted in a change of control of the Company and at, or shortly after the closing of such acquisition, the persons designated by WCS Enterprises became the officers and directors of the Company. As a result of our acquisition of WCS Enterprises in June 2014, we became engaged in the business of being a real estate purchaser, developer and manager of specific use industrial properties business providing "Condo" style turn-key grow facilities to support cannabis growers in the United States cannabis industry. In 2013 WCS acquired real estate in Eagle Point in Jackson County, Oregon representing our sole condominium operating location. The building of 15,000 square feet was zoned to meet the requirements for specific purpose industrial use and divided into four 1,500-2,000 square feet condo style grow rooms and one 7,500 square foot grow facility. WCS offered tenants the option to lease, lease to purchase or buy their condo warehouse and each condo unit was uniquely designed with all necessary resources as an optimum stand-alone grow facility. We leased the smaller condo units to individual Historical

4Grow Capital, Inc. was incorporated on October 22, 1999 as Calibrus, in the State of Nevada. From its inception, the Company was a call center that contracted out as a customer contact center for a variety of business clients throughout the United States. Over time our main business became a third-party verification service. After making a sale on the telephone, a company would send the call to a Company operator to confirm the order. This process protected both the customer and the company selling services from telephone sales fraud.

~~tenants~~While ~~and~~continuing ~~the~~to ~~larger~~operate 7as a call center,~~500~~ sqin ft2008 ~~grow~~we ~~facility~~expanded our business plan to ~~our~~include ~~former~~the ~~CEO~~development ~~and~~of ~~Chairman.~~a ~~The~~social ~~Company~~networking ~~was~~site ~~not~~called ~~directly~~JabberMonkey ~~involved~~(Jabbermonkey.com) inand the ~~growing,~~development ~~distribution~~of ora ~~sale~~location ofbased ~~cannabis~~social networking application for smart phones called Fanatic Fans.

WeIn June 2014 we acquired aWCS ~~second~~Enterprises, ~~development~~LLC ~~site~~("WCS inEnterprises"), ~~2016~~an ~~located~~Oregon inlimited ~~the~~liability ~~Pioneer~~company ~~Business~~which ~~Park~~was ~~near~~formed ~~Eugene~~on September 9, OR2013, ~~which~~in weexchange ~~intended~~for toshares ~~develop,~~of ~~however~~our common stock. WCS became a wholly owned subsidiary of the Company. The ~~faced~~acquisition ~~hostility~~of ~~from~~WCS ~~the~~Enterprises ~~local~~resulted ~~county~~in ~~government~~a ~~regarding~~change of control of the ~~intended~~Company ~~operations~~and ofat, or shortly after the ~~site~~closing of such acquisition, the persons designated by WCS Enterprises became the officers and directors of the Company. As ~~abandoned~~a ~~its~~result ~~plans~~of ~~for~~our ~~this~~acquisition ~~site~~of WCS Enterprises in ~~late~~June ~~calendar~~2014, ~~2017~~we became engaged in the business of being a real estate purchaser, developer and ~~listed~~manager of specific use industrial properties business providing "Condo" style turn-key grow facilities to support cannabis growers in the ~~property.~~United States cannabis industry. In ~~September~~2013 ~~2018~~WCS acquired real estate in Eagle Point in Jackson County, ~~the~~Oregon ~~site~~representing ~~was~~our ~~sold~~sole condominium operating location. The building of 15,000 ~~and~~square feet was zoned to meet the ~~Company~~requirements ~~received~~for ~~proceeds~~specific ofpurpose ~~approximately~~industrial ~~$74~~use and divided into four 1,500-2,000 ~~after~~square ~~payment~~feet ofcondo ~~expenses~~style ofgrow rooms and one 7,500 square foot grow facility. WCS offered tenants the ~~sale~~option to lease, lease to purchase or buy their condo warehouse and ~~full~~each ~~retirement~~condo ofunit was uniquely designed with all necessary resources as an optimum stand-alone grow facility. We leased the ~~attached~~smaller ~~mortgage~~condo ofunits ~~approximately~~to ~~$250~~individual tenants and the larger 7,~~000~~500 sq ft grow facility to our former CEO and Chairman. The Company was not directly involved in the growing, distribution or sale of cannabis.

~~Smoke~~We onacquired a second development site in 2016 located in the ~~Water,~~Pioneer ~~Inc.~~Business ~~(“SOTW”)~~Park near Eugene, ~~was~~OR, ~~incorporated~~which ~~on October~~we ~~21,~~intended ~~2016~~to develop, inhowever the ~~State~~Company offaced ~~Nevada~~hostility asfrom athe ~~second~~local ~~wholly~~county ~~owned~~government ~~subsidiary.~~regarding ~~SOTW~~the ~~was~~intended ~~designed~~operations toof ~~capitalize~~the onsite, and the ~~country's~~Company ~~growing~~abandoned ~~level~~its ofplans ~~recreational~~for ~~marijuana~~this ~~acceptance. In~~site ~~March~~in late calendar 2017, ~~SOTW~~and ~~acquired~~listed the ~~Lake~~property. ~~Selmac~~In ~~Resort~~September ~~located~~2018, atthe ~~2700~~site ~~Lakeshore~~was ~~Drive~~sold, ~~Selma,~~and ~~Oregon. The~~the ~~Lake~~Company ~~Selmac~~received ~~resort~~proceeds ~~offered~~of ~~recreational~~approximately ~~facilities including fishing~~$74,000 ~~swimming,~~after ~~boating, RV~~payment ~~parking,~~of ~~tent~~expenses ~~camping~~of &the ~~cabin~~sale ~~accommodation,~~and asfull ~~well~~retirement asof athe ~~small~~attached ~~convenience~~mortgage ~~store~~of ~~for~~approximately ~~sundry supplies~~$250,000.

OnThe ~~June~~Resort ~~22,~~at ~~2018,~~Lake ~~the~~Selmac ~~Board~~(Formerly ofSmoke ~~Directors~~on of the ~~Company approved an amendment to our articles of incorporation to increase our authorized capital to 180~~Water,~~000,000 shares,~~ ~~consisting~~Inc.) ~~of 175,000,000 shares of common stock~~ (“~~Common Stock~~RLS”), ~~par~~was ~~value~~incorporated ~~$0.001,~~on October ~~and 5~~21,~~000,000 shares~~ ~~of preferred stock (“Preferred Stock”)~~2016, ~~par~~in ~~value $0.001 (~~the ~~“Recapitalization”)~~State ~~and to change the name~~ of ~~the~~Nevada ~~Company~~as toa ~~“Grow~~second ~~Capital,~~wholly ~~Inc~~owned subsidiary.” asRLS wewas originally intended to ~~expand~~capitalize ~~our~~on ~~business~~the ~~focus~~country's ~~into~~growing ~~the~~level ~~financial~~of ~~technology~~recreational ~~(“FinTech”)~~marijuana ~~sector~~acceptance. In ~~The~~March ~~Company~~2017, ~~filed~~RLS ~~articles~~acquired ofthe ~~amendment~~Lake ~~with~~Selmac ~~the~~Resort ~~State~~located ofat ~~Nevada~~2700 toLakeshore ~~effect~~Drive, ~~the~~Selma, ~~aforementioned~~Oregon. The ~~changes~~Lake onSelmac ~~July~~resort ~~10,~~offers ~~2018~~recreational ~~and~~facilities ~~August~~including 28fishing, ~~2018~~swimming, ~~respectively.~~boating, RV ~~The~~parking, ~~Company~~tent ~~received~~camping ~~approval~~& ~~from~~cabin ~~the~~accommodation, ~~Financial~~as ~~Industry~~well ~~Regulatory~~as ~~Authority~~a ~~("FINRA")~~small ~~for~~convenience ~~the~~store ~~above~~for ~~noted~~sundry ~~corporate actions on August 8, 2019~~supplies.

InOn ~~connection~~June ~~with~~22, ~~its name change~~2018, the ~~Company~~Board ~~adopted~~of aDirectors ~~business~~of ~~plan focused on shifting~~ the Company’s ~~strategy~~approved ~~away~~an ~~from~~amendment ~~rental~~to ~~activities~~our ~~focused~~articles inof ~~cannabis~~incorporation ~~industry~~to ~~and~~increase ~~into~~our ~~the~~authorized ~~FinTech~~capital ~~sector~~to 180,000,000 shares, ~~and~~consisting ~~related~~of 175,000,000 shares ~~sectors. In~~of ~~connection~~common ~~with~~stock ~~this~~(“Common ~~strategy~~Stock”), ~~the~~par ~~Company~~value ~~hired~~$0.001, aand ~~new~~5,000,000 shares ~~Chief~~of ~~Executive~~preferred ~~Officer~~stock (“~~CEO~~Preferred Stock”), ~~and~~par ~~Chief~~value ~~Financial~~$0.001 ~~Officer~~ (the “~~CFO~~Recapitalization”) and ~~appointed~~to achange ~~new~~the ~~chairman~~name of the Company’s ~~board~~to of“Grow ~~directors~~Capital, ~~all~~Inc.” ofas ~~whom~~we ~~have~~intended ~~significant~~to ~~experience~~expand inour business focus into the financial technology (“FinTech”) sector. The Company ~~intends~~filed articles of amendment with the State of Nevada to ~~acquire~~effect ~~FinTech~~the ~~companies~~aforementioned ~~with~~changes aon ~~clear~~July ~~niche~~10, 2018 and ~~strong~~August ~~leadership~~28, ~~and~~2018, ~~use~~respectively. ~~its~~The ~~experience~~Company ~~and~~received ~~understanding~~approval offrom the ~~FinTech~~Financial ~~sector~~Industry ~~and~~Regulatory ~~access~~Authority to("FINRA") for the ~~public~~above ~~markets~~noted tocorporate ~~help~~actions ~~its~~on ~~acquisitions~~August ~~grow~~8, 2019.

Keeping in line with our change of operational focus as set out above, on June 26, 2019 the Company entered into a stock exchange agreement (the “Exchange Agreement”) with Bombshell Technologies, Inc. (“Bombshell”) and the shareholders of Bombshell (the “Bombshell Holders”). Pursuant to the Exchange Agreement, which closed on July 23, 2019, the Company acquired 100% of the outstanding shares of Bombshell (the “Bombshell Shares”) in exchange for the Bombshell Holders receiving the right to receive 110,675,328 shares (the “Consideration Shares”) of unregistered shares of the Company’s Common Stock on a pro rata basis (the “Exchange”), 33,000,000 of which were issued to the Bombshell Holders (the “Closing Shares”) at the Closing on a pro rata basis. The remaining 77,675,328 Consideration Shares (the “Secondary Shares”) were issued on September 3, 2019 upon approval of the increase to the Company’s authorized common stock to 550,000,000 shares, consisting of 500,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock, effective August 29, 2019. The Bombshell Holders are also eligible to receive earn-out consideration of up to an additional 36,769,215 shares of Common Stock (the “Earn-out Shares”) earnable in tranches of 12,256,405 shares of Common Stock in each of the second, third and fourth years after the Closing, based on whether Bombshell is able to meet certain Earnings Before Interest and Taxes thresholds in each year. The Bombshell Holders include certain limited liability companies owned by (i) Jonathan Bonnette, the Company’s CEO (ii) Joel Bonnette, the Bombshell CEO and (iii) Terry Kennedy, a majority shareholder of the Company. 5

~~Bombshell~~In ~~was~~connection ~~formed~~with asits ~~Bombshell~~name ~~Technologies~~change, ~~LLC~~the Company adopted a business plan focused on ~~November~~shifting 5,the ~~2018~~Company’s ~~and~~strategy ~~converted~~away ~~into~~from arental ~~corporation~~activities onfocused ~~June~~in ~~24,~~cannabis ~~2019~~industry and into FinTech and related sectors. ~~Bombshell~~In isconnection awith ~~full-service~~this ~~design~~strategy, ~~and~~the ~~software~~Company ~~development~~hired ~~company~~a ~~focused~~new onChief ~~developing~~Executive ~~and~~Officer ~~selling~~(“CEO”) ~~software~~and toChief ~~financial~~Financial ~~services~~Officer ~~firms~~(“CFO”) and ~~advisors~~appointed ~~and~~a isnew chairman of the ~~first~~Company’s ~~acquisition~~board asof ~~part~~directors, all of ~~our~~whom ~~strategic~~have ~~shift~~significant ~~into~~experience in the FinTech sector. The Company determined to acquire FinTech companies with a clear niche and ~~related~~strong ~~sectors~~leadership and use its experience and understanding of the FinTech sector and access to the public markets to help build a portfolio of profitable operations.

OnCurrent ~~July~~Operations 8, 2019, the Company entered into a non-binding letter of intent (the “LOI”) to acquire Encompass More Group, Inc. (“Encompass”), a Nevada corporation. In connection with the LOI, Encompass issued a promissory note

In line with our change of operational focus, on June 26, 2019 the Company entered into a stock exchange agreement (the “Exchange Agreement”) with Bombshell Technologies, Inc. (“Bombshell”) and the shareholders of Bombshell (the “Bombshell Holders”). Pursuant to the Exchange Agreement, which closed on July 23, 2019, the Company acquired 100% of the outstanding shares of Bombshell (the “Bombshell Shares”) in exchange for the Bombshell Holders receiving the right to receive 5,533,773 shares (the “Consideration Shares”) of unregistered shares of the Company’s Common Stock on a pro rata basis (the “Exchange”), 1,650,000 of which were issued to the Bombshell Holders (the “Closing Shares”) at the Closing on a pro rata basis. The remaining 3,883,773 Consideration Shares (the “Secondary Shares”) were issued on September 3, 2019 upon approval of the increase to the Company’s authorized common stock to 550,000,000 shares, consisting of 500,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock, effective August 29, 2019. The Bombshell Holders are also eligible to receive earn-out consideration of up to an additional 1,838,461 shares of Common Stock (the “Earn-out Shares”) earnable in tranches of 612,820 shares of Common Stock in each of the second, third and fourth years after the Closing, based on whether Bombshell is able to meet certain Earnings Before Interest and Taxes thresholds in each year. The Bombshell Holders include certain limited liability companies owned by (i) Jonathan Bonnette, (ii) Joel Bonnette, and (iii) Terry Kennedy. At the date of this report it remains uncertain whether the EBIT targets which permit the earn out of the first tranche of the additional shares of common stock will be achieved as at the first valuation date. The shares issued in the Exchange are subject to certain registration rights with no liquidated damages for failure to complete registration by a specific date.

~~(the~~With ~~“Note”) to~~ the ~~Company~~acquisition ~~pursuant~~of toBombshell, aGrow ~~loan~~Capital ~~agreement~~has ~~(the~~shifted ~~“Loan~~its ~~Agreement”),~~operational ~~dated~~mandate ~~July~~to ~~22,~~becoming ~~2019,~~a bysolution-oriented ~~and~~company ~~between~~focused ~~Encompass~~on ~~and the Company~~software, intechnology ~~exchange~~and ~~for~~financial aservices ~~loan~~business ~~of $100,000~~ (~~the~~i.e. ~~“Loan”~~FinTech). ~~Pursuant~~ toOur ~~the~~current ~~Loan~~management ~~Agreement,~~team ~~the~~consists ~~proceeds~~ of ~~the~~consultants ~~Loan~~and ~~will~~entrepreneurs bethat ~~used~~have bycombined ~~Encompass~~decades ~~for~~of ~~working~~experience ~~capital~~in ~~and~~this ~~general corporate purposes~~sector. ~~The~~ ~~Note~~Fintech ~~has~~is a ~~twelve-month~~ term, anused ~~interest~~to ~~rate~~describe offinancial ~~5.0%~~technology, ~~and~~an isindustry ~~payable~~encompassing inany ~~monthly~~kind ~~installments~~ of ~~$2,000,~~technology ~~with~~in ~~all~~financial ~~remaining~~services. ~~principal~~This ~~and~~includes ~~interest~~businesses ~~due~~and onconsumers ~~the~~and ~~maturity~~generally ~~date,~~includes ~~unless~~companies ~~paid~~that ~~earlier~~provide byfinancial ~~Encompass. The~~services ~~Board~~through ofsoftware ~~Directors~~or ~~have~~other ~~subsequently~~technology ~~determined~~and ~~not~~ranging tofrom ~~proceed~~mobile ~~with~~payment ~~the~~apps ~~acquisition~~to ~~as contemplated under the LOI~~cryptocurrency.

On ~~September~~July 48, 2019, the Company entered into a ~~listing~~non-binding letter of intent (the “LOI”) to acquire Encompass More Group, Inc. (“Encompass”), a Nevada corporation. In connection with the LOI, Encompass issued a promissory note (the “Note”) to the Company pursuant to a loan agreement ~~for~~(the “Loan Agreement”), dated July 22, 2019, by and between Encompass and the ~~sale~~Company, in exchange for a loan of $100,000 (the ~~Smoke~~“Loan”). Pursuant onto the ~~Water~~Loan ~~site~~Agreement, ~~location~~the proceeds of the Loan were to be used by Encompass for working capital and general corporate purposes. The Note had a twelve-month term, an ~~offering~~interest ~~price~~rate of 5.0%, and was payable in monthly installments of $~~850~~2,000, with ~~expected~~all remaining principal and interest due on the maturity date, unless paid earlier by Encompass. The Board of Directors have subsequently determined not to proceed with the acquisition as contemplated under the LOI. On September 25, 2020, effective June 30, 2020, the Company negotiated an addendum to the Loan (the “Addendum”) in respect to an outstanding balance due under the Loan. Encompass paid a lump sum payment of $ and the Company and Encompass executed a new promissory note in the amount of $72,000 effective July 1, 2020 (the New Loan”). The New Loan requires twelve equal payments of $6,000 per month. Interest accrued as at June 30, 2020 on the Loan plus interest accrued on the New Loan at 5% ~~sales~~per ~~commission~~annum is due and payable at maturity, June 30, 2021.

~~Further,~~In in connection with the shift in the Company’s strategy away from rental activities focused in cannabis industry, the Company sold WCS on September 30, 2019 by way of a membership interest purchase agreement (the “Purchase Agreement”) with the Zallen Trust. Under the terms of the Purchase Agreement, the Company sold all of the Company’s membership interests in WCS for an aggregate purchase price of $782,450. The Zallen Trust paid the purchase price by transferring to the Company 8434,~~693,888~~694 shares of the Company’s Common Stock, valued at $02.0900 per share. The Purchase Agreement also provided that Mr. Zallen transfer to the Company an additional ~~400~~20,000 shares of Common Stock to settle $36,000 in back rent owed at the time of the sale. The Company retired all of the shares received as a result of the transaction. In connection with the sale of WCS, the Company and Mr. Zallen entered into a separation and release of claims agreement pursuant to which the Company and Mr. Zallen provided a mutual release of claims against the other party and such party’s affiliates, including all claims related to Mr. Zallen’s service as an officer, employee, and director of the Company. The release of claims by Mr. Zallen resulted in the forgiveness of salary accruals of approximately $367,000 for services provided up to June 30, 2018. Mr. Zallen was the former CEO, Chairman and President of the Company.

Grow Capital expects to identify additional suitable acquisitions, complete those acquisitions, and grow those companies as part of our transition to a Fintech company. Any potential acquisitions or divestitures remain subject to final agreements, due diligence, and typical closing conditions.6

~~Current~~Common ~~Operations~~Stock to settle $36,000 in back rent owed at the time of the sale. The Company retired all of the shares received as a result of the transaction. In connection with the sale of WCS, the Company and Mr. Zallen entered into a separation and release of claims agreement pursuant to which the Company and Mr. Zallen provided a mutual release of claims against the other party and such party’s affiliates, including all claims related to Mr. Zallen’s service as an officer, employee, and director of the Company. The release of claims by Mr. Zallen resulted in the forgiveness of salary accruals of approximately $367,000 for services provided up to June 30, 2018. Mr. Zallen was the former CEO, Chairman and President of the Company. The Company reversed related payroll taxes of approximately $61,000 and included the amount in the gain on sale.

~~With the recent acquisition of Bombshell~~Further, ~~Grow~~despite ~~Capital~~originally ~~has~~listing ~~shifted~~the ~~its~~Resort ~~operational~~at ~~mandate~~Lake toSelmac ~~becoming~~property afor ~~solution-oriented~~sale ~~company~~during ~~focused~~September on2019 ~~software,~~upon ~~technology~~expiry ~~and financial services business (i.e. FinTech). Our current management team consists~~ of ~~consultants~~the ~~and~~listing ~~entrepreneurs~~agreement ~~that~~March ~~have~~31, ~~combined~~2020, the ~~decades~~Company ofdetermined ~~experience in this sector. Fintech is a term used~~ to ~~describe~~delay ~~financial~~the ~~technology~~sale, ~~an industry encompassing any kind of technology in financial services. This includes businesses~~ and ~~consumers~~to ~~and~~continue ~~generally~~to ~~includes~~operate ~~companies~~the ~~that~~rebranded ~~provide~~Resort ~~financial~~at ~~services~~Lake ~~through~~Selmac ~~software~~as ora ~~other~~family ~~technology~~friendly ~~and~~RV ~~ranging~~resort ~~from~~facility ~~mobile~~in ~~payment~~fiscal ~~apps to cryptocurrency~~2020.

~~Any~~On ~~company~~February ~~using~~12, 2020, the ~~internet~~Company entered into a compensation agreement with its CFO, ~~mobile~~Trevor ~~devices~~Hall beginning January 1, ~~software~~2020 ~~technology~~through orDecember ~~cloud~~31, ~~services~~2020. Pursuant to ~~perform~~the orconsulting ~~connect~~agreement, ~~with~~Mr. ~~financial~~Hall’s ~~services~~compensation ~~are~~will ~~involved~~consist inof ~~FinTech.~~a ~~Key~~fixed ~~industries~~fee ~~making~~of ~~use~~Sixty Thousand (60,000) shares of ~~this~~the Company’s unregistered restricted common stock for his providing chief financial ~~technology~~officer ~~include~~services. ~~insurance,~~The ~~blockchain~~shares ~~and~~are ~~crypto~~to ~~currency,~~be ~~mobile~~issued ~~payment~~at ~~processing,~~a ~~crowd~~rate ~~funding,~~of ~~budgeting~~Fifteen Thousand (15,000) ~~stock~~shares ~~trading~~per quarter, and ~~robo-advising~~vest ~~apps.~~immediately [upon ~~https://www~~issuance.~~thestreet.com/technology/what-is-fintech-14885154]~~

~~Software~~On asApril a1, ~~service~~2020, orJonathan ~~“SaaS”~~Bonnette, iswho ahad ~~key~~been ~~component of~~ the ~~FinTech~~President ~~industry~~ and ~~represents~~Chief aExecutive ~~method~~Officer of ~~software~~Grow ~~distribution~~Capital ~~where~~since aJuly ~~third-party~~1, ~~hosts~~2018, ~~applications~~transitioned ~~and~~out ~~makes~~of ~~them~~his ~~available~~role toas ~~customers~~President ~~over~~and Chief Executive Officer and become the ~~internet.~~Company’s ~~Saas~~Chief isTechnology ~~one~~Officer ofand the ~~three~~Chief ~~main~~Executive ~~categories~~Officer of ~~cloud~~Bombshell ~~computing~~Technologies. ~~[https://searchcloudcomputing.techtarget.com/definition/software-as-a-Service]~~

~~The~~Mr. Terry Kennedy was appointed to succeed Mr. Bonnette as the President and Chief Executive Officer of the Company, effective April 1, 2020. Mr. Kennedy will serve as the President and Chief Executive Officer until his successor is appointed by the Board, or until his earlier resignation, removal or death. In connection with Mr. Kennedy’s ~~recently~~appointment, ~~acquired~~the ~~subsidiary~~Company and Mr. Kennedy entered into an executive compensation agreement (the “Compensation Agreement”) with an effective date of April 1, ~~Bombshell~~2020. Pursuant to the Compensation Agreement, isMr. aKennedy ~~software~~will ~~development~~have ~~service~~the ~~provider~~duties and responsibilities as are commensurate with athe ~~focus~~positions onof President and Chief Executive Officer, as reasonably and lawfully directed by the ~~financial~~Board. Mr. Kennedy will continue to provide services ~~sector~~to clients of Appreciation Financial, a business Mr. Kennedy founded and ~~SaaS~~owns, ~~solutions~~as well as to otherwise be individually employed by another entity or entities. ~~Bombshell~~Mr. Kennedy ~~has~~will, ~~operations~~however, inbe ~~both~~required ~~Nevada~~to devote his time and ~~Louisiana~~apply his attention, ~~providing~~skill ~~software~~and best efforts to ~~several~~the ~~large~~faithful ~~financial~~performance ~~services~~of ~~organizations~~his duties as President and ~~with~~Chief Executive Officer of the Company in a ~~rapid~~professional ~~growth~~manner. ~~strategy~~Mr. ~~consisting~~Kennedy shall receive a fixed fee of ~~innovative~~50,000 ~~industry-specific~~shares ~~solutions~~of ~~for~~unregistered, ~~sales~~restricted ~~teams~~common ~~and~~stock ~~management~~for his services. If Ata ~~the~~permanent ~~present~~executive ~~time~~compensation or employment agreement is not consummated prior to July 1, 2020, the ~~majority~~Compensation Agreement will automatically renew for one additional three-month period beginning on July 1, 2020, with Mr. Kennedy entitled to receive up to an additional 50, 000 unregistered, restricted shares of ~~Bombshell~~the Company’s ~~revenue~~common ~~generating~~stock, ~~customers~~with ~~are~~the ~~controlled~~actual bynumber ~~affiliates~~of ~~and/or~~shares ~~officers~~being prorated for the portion of the ~~Company~~extended period actually served until the more permanent executive compensation/employment agreement is consummated.

~~Bombshell'~~On May 13, 2020 the Company’s ~~current~~Board ~~software~~of ~~suite~~Directors ~~delivers~~approved ~~customized~~a ~~back~~1 ~~office~~for ~~compliance,~~20 ~~sophisticated~~reverse ~~multi~~split whereby shareholders would receive one (1) post reverse split share of Common Stock for each twenty (20) pre-split shares of Common Stock. The Company would pay ~~commission~~cash ~~processing,~~to ~~and~~shareholders who were left with only a ~~unique~~fractional ~~new~~share ~~client~~and ~~application~~would ~~submission~~round ~~system~~up any other partial shares to the nearest whole share. The corporate action was approved by FINRA and become effective on July 30, ~~along~~2020 ~~with~~and ~~digital~~all ~~engagement~~share ~~marketing~~and per share data included in this Annual Report has been retroactively impacted to reflect the share split.

6Subsequently on May 15, 2020 the Company entered into new compensation contracts with each of Jonathan Bonnette, CTO and Director and Carl Sanko, Director and Secretary, for a further term of one year whereunder they shall earn $320,000 and $270,000 respectively, such salaries to be settled by the issuance of unregistered, restricted shares of common stock. .

~~services~~On ~~centric~~August to19, ~~financial~~2020, ~~services. In~~the ~~addition~~Company toacquired PERA ~~our~~LLC, ~~software~~a ~~customization,~~Nevada ~~licensing~~limited ~~and~~liability ~~subscription~~company ~~service~~(“PERA”), ~~contracts~~pursuant ~~which~~to ~~generate~~an ~~revenue~~exchange ~~through~~agreement ~~user~~(the ~~subscriptions~~“Exchange asAgreement”), ~~well~~effective as ~~ongoing~~of ~~customization~~August ~~services and maintenance~~3, we2020 ~~offer~~(the ad“Effective ~~hoc~~Date”), ~~services~~by ~~including web hosting~~ and ~~website~~between ~~development~~PERA, ~~and~~the ~~other~~members ~~complementary~~of PERA (the ~~professional~~“PERA Members”), ~~services~~and ~~which~~the ~~are~~Company ~~invoiced~~(the ~~on an~~ “~~as-provided~~Closing”), ~~basis.~~ which was

~~Market and competition~~7

~~SaaS~~previously ~~removes~~disclosed on the ~~organizations~~Company’s ~~need~~Current toReport ~~install~~on ~~and~~Form ~~run~~8-K ~~applications~~filed onwith ~~their~~the ~~own~~Securities ~~computers~~and orExchange inCommission ~~their~~(“SEC”) ~~own~~on ~~data~~August ~~centers~~11, 2020. ~~This~~ ~~eliminates~~At the ~~expense~~Closing, ofPERA ~~hardware~~became ~~acquisition,~~a ~~provisioning~~wholly-owned ~~and~~subsidiary ~~maintenance~~of asthe ~~well~~Company. asEric ~~software licensing~~Tarno, ~~installation~~the ~~and~~current ~~support.~~President ~~Other benefits~~ of ~~the~~PERA, ~~SaaS~~will ~~model~~continue ~~include~~to ~~flexible~~serve ~~payments,~~as ~~scalable~~the ~~usage,~~President ~~automatic~~of ~~updates and accessibility~~PERA. ~~[https://seachcloudcomputing.techtarget.com/definition/software-as-a-service]~~

~~The~~Pursuant ~~global~~to ~~SaaS~~the ~~market~~Exchange isAgreement, ~~estimated~~at tothe ~~grow~~Closing, tothe ~~$117~~Company ~~billion~~acquired by100% of the ~~end~~outstanding membership interests of PERA ~~2022~~(the “PERA Ownership Interests”) in exchange for 9,358,185 ~~with~~unregistered restricted shares of the Company’s common stock on a ~~compound~~pro ~~annual~~rata ~~growth~~basis (the ~~rate~~“Exchange”). At the Closing, the PERA Members conveyed all of ~~roughly~~the 21right, ~~percent.~~title ~~[https://www~~and interest in and to the PERA Ownership Interests in exchange for the right to receive a number of shares of GC Common Stock equal to an exchange ratio (the “Exchange Ratio”).~~marketresearchfuture.com/reports/software-as-~~ The Exchange Ratio is calculated by dividing (a~~-service-market-2003]~~) the Exchange Shares (as defined below) by (b) the total number of shares of PERA Ownership Interests outstanding immediately prior to the Effective Date.

~~North~~“Exchange ~~America~~Shares” ismeans ~~dominating~~ the ~~SaaS~~number ~~industry~~of ~~due~~shares toof ~~various~~GC ~~factors~~Common ~~including,~~Stock ~~but~~obtained ~~not~~by ~~limited~~dividing to(a) ~~the presence of global players~~$10, ~~its rich entertainment industry~~000,000 ~~and~~by ~~its~~(b) ~~high~~the ~~adoption of on~~10-~~demand~~day ~~software. Currently~~volume ~~the~~weighted ~~major~~average ~~players~~price ~~operating~~per inshare ~~the~~(“VWAP”) ~~SaaS~~calculated ~~industry~~immediately ~~include~~before the ~~following:~~date ~~Salesforce;~~that ~~Linkedin;~~the ~~Concur~~previously ~~Technologies,~~announced ~~Workaday,~~reverse ~~Inc.;~~stock ~~IBM~~split ~~Corporation,~~of ~~Oracle~~GC ~~Corporation,~~Common ~~Netsuite~~Stock ~~Inc.,~~became ~~Medidata~~effective ~~Solutions;~~on ~~Service Now~~OTCQB, ~~Inc.,~~July ~~Microsoft Inc.~~30, ~~Google, Inc~~2020. ~~and Zuora. [https://www.marketresearchfuture.com/reports/software-as-a-service-market-2003]~~

~~Intellectual~~In ~~property~~addition, if PERA meets certain yearly targeted gross revenues for each of year one, two, and three following the Closing, the PERA owners may earn a cumulative total of up to $5,000,000 of shares of GC Common Stock (the “Earn-out Shares”) to be determined using the applicable 10-day VWAP stock price of the Company’s common stock preceding each earn-out period calculation date as set forth in the Exchange Agreement in connection with all of the three years, subject to certain catch up provisions if such yearly period targets are not met in the applicable period.

~~Bombshell~~All ~~entered~~of ~~into~~the ~~two~~common ~~Intellectual~~stock, ~~Property~~as ~~Assignment~~well ~~Agreements~~as ~~with~~the ~~related~~Earn-out ~~parties~~Shares, ~~under~~if ~~which~~any, wehave ~~acquired~~or ~~100%~~will ~~ownership~~be issued in reliance on the exemption from registration set forth in Section 4(a)(2) of ~~certain~~the ~~created~~Securities Act of 1933, ~~developed~~as ~~and/or~~amended. ~~programmed~~At ~~patentable~~the ~~and/or~~Closing ~~copyrightable~~the ~~technology,~~Company ~~software~~also ~~applications,~~entered ~~code,~~into ~~technical~~a ~~information,~~registration ~~data,~~rights ~~and~~agreement ~~trade~~(the ~~secrets~~“Registration ~~which~~Rights ~~are~~Agreement”) ~~integral~~with the PERA Members to ~~our~~register ~~suite~~the ofGC ~~SaaS~~Common ~~solutions.~~Stock ~~Presently~~to webe ~~operate~~issued ~~these~~in ~~solutions~~connection aswith ~~trade~~the ~~secrets~~Exchange. Pursuant to the Registration Rights Agreement, the Company has granted certain demand and piggy-back registration rights whereby the Company will register the resale of the Common Stock issued in the Exchange.

The PERA Members include certain limited liability companies owned by (i) Terry Kennedy, the CEO of the Company, ~~has~~(ii) ~~not~~Jonathan ~~yet~~Bonnette, ~~filed~~the ~~any~~CTO ~~patents~~of orthe ~~copyright~~Company ~~applications~~and inthe ~~respect~~CEO of ~~our~~Bombshell ~~acquired~~Technologies, ~~intellectual~~Inc., ~~property~~a subsidiary of the Company, (iii) Joel Bonnette, brother of Jonathan Bonnette, and (iv) Carl Sanko, a director and Secretary of the Company, and (v) Jared Bonnette, brother of Jonathan Bonnette.

~~Employees~~Grow Capital expects to identify additional suitable acquisitions during fiscal 2021, complete those acquisitions, and expand our footprint as a Fintech company, achieving profitable operations. Any potential acquisitions or divestitures remain subject to final agreements, due diligence, and typical closing conditions.

~~Our~~Operating subsidiary, Bombshell currently has four employees, one of whom is an officer. Grow Capital has 5 employees, all of which are officers and/or directors of the Company. Further we have a key consultant that is also a major shareholder of the Company providing services part time. Our employees are not represented by unions and we consider our relationship with our employees to be good.Subsidiaries

~~Facilities~~Resort at Lake Selmac

~~Our~~While ~~office~~the isCompany ~~located~~entered atinto a ~~business~~listing ~~center~~agreement ~~known~~for asthe ~~Green~~divestiture ~~Valley~~of ~~Corporate~~this ~~Center~~operating ~~South~~location atduring ~~2485~~fiscal ~~Village~~2020, ~~View~~it ~~Drive,~~was ~~Suite~~subsequently ~~180~~determined by management to continue to operate the property upon the expiration of the listing agreement on March 31, ~~Henderson~~2020. As a result of the current decline in real estate transactions in the United States as a result of the pandemic, NVthe ~~89074~~Company ~~and~~will ~~our~~review ~~telephone~~the ~~number~~sale isof ~~702~~this property when appropriate at a future date. Due to the COVID-~~830-7919~~19 pandemic, ~~email:~~the ~~info@growcapital~~scheduled opening date for the resort of April 1, 2020 was postponed.~~com~~ The resort was able to be reopened in July 2020 once the local State guidelines permitted a return to operations. WeThe Company intends to operate the resort year round and does not expect the delayed opening to have ~~two~~a ~~corporate~~subsequent ~~websites:~~impact ~~www~~on our operations.~~growcapitalinc.com~~ ~~and~~The ~~www~~resort is currently operated as a family friendly resort destination.~~bombshelltechnologies.com.~~

~~Available information~~ 8

~~Our~~Bombshell ~~Annual Reports on Form 10-K~~Technologies, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports that we file with the Securities and Exchange Commission, or SEC, are available at the SEC's public reference room at 100 F Street, NInc.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding reporting companies.

~~ITEM~~Bombshell 1Awas formed as Bombshell Technologies, LLC on November 5, 2018 and converted into a corporation on June 24, 2019. ~~RISK~~ Bombshell ~~FACTORS~~is a full-service design and software development company focused on developing and selling software to financial services firms and advisors and was our first acquisition as part of our strategic shift into the FinTech sector and related sectors.

AsBombshell aTechnologies ~~smaller~~has ~~reporting~~operations ~~company,~~in weboth Nevada and ~~are~~Louisiana, ~~not~~providing ~~required~~software to ~~provide~~several large financial services organizations and leading the ~~information~~way ~~required~~on byinnovative ~~this~~industry-specific ~~Item~~solutions for sales teams and management.

7Bombshell Technologies is a solution-oriented company focused on software, technology and financial services business (i.e. FinTech). Our current management team consists of consultants and entrepreneurs that have combined decades of experience in this sector. Fintech is a term used to describe financial technology, an industry encompassing any kind of technology in financial services. This includes businesses and consumers and generally includes companies that provide financial services through software or other technology and ranging from mobile payment apps to cryptocurrency.

~~ITEM~~Any 1Bcompany using the internet, mobile devices, software technology or cloud services to perform or connect with financial services are involved in FinTech. ~~UNRESOLVED~~ ~~STAFF~~Key ~~COMMENTS~~industries making use of this financial technology include insurance, blockchain and crypto currency, mobile payment processing, crowd funding, budgeting, stock trading and robo-advising apps. [ https://www.thestreet.com/technology/what-is-fintech-14885154]

~~None~~Software as a service or “SaaS” is a key component of the FinTech industry and represents a method of software distribution where a third-party hosts applications and makes them available to customers over the internet. Saas is one of the three main categories of cloud computing.

~~ITEM 2~~[https: ~~PROPERTIES~~//searchcloudcomputing.techtarget.com/definition/software-as-a-Service]

~~(1)The~~Bombshell's ~~Company~~current ~~entered~~software ~~into~~suite adelivers ~~sublease~~customized ~~agreement~~back tooffice ~~lease approximately 1~~compliance,~~338~~ ~~square~~sophisticated ~~feet~~multi-pay ofcommission ~~office~~processing, ~~space~~and at a ~~business~~unique ~~center~~new ~~known~~client asapplication ~~Green~~submission ~~Valley Corporate Center South located in Henderson~~system, ~~Nevada~~along ~~(the~~with ~~“Henderson~~digital ~~Property”),~~engagement ~~effective~~marketing ~~October~~services ~~19,~~centric ~~2018,~~to ~~for~~financial ~~use as the Company’s new headquarters~~services. In ~~The~~addition ~~lease~~to ~~has~~our asoftware ~~term of 123 months~~customization, anlicensing ~~abatement~~and ofsubscription ~~the~~service ~~first~~contracts ~~four~~which ~~months~~generate ofrevenue ~~rent~~through ~~during~~user ~~which~~subscriptions ~~time~~as ~~the~~well ~~Company~~as ~~would~~ongoing ~~complete~~customization ~~certain~~services ~~required leasehold improvements~~ and ~~escalating~~maintenance, ~~base~~we ~~monthly~~offer ~~rent~~ad ~~per~~hoc ~~square~~services ~~foot~~including ~~ranging~~web ~~between~~hosting ~~$2.00~~and towebsite ~~$3.00~~development ~~per~~and ~~square~~other ~~foot.~~complementary ~~The~~professional ~~Company~~services ~~commenced occupation of the premises in February 2019. Appreciation, LLC, a related party entity, holds the master lease from~~ which ~~the~~are ~~Company~~invoiced ~~derives~~on ~~its~~an ~~sublease~~“as-provided” ~~for its headquarters~~basis.

~~(2)Up~~The ~~until~~Company ~~its~~has ~~divesture~~expanded inits ~~September~~core ~~2019,~~business weduring ~~owned~~our amost ~~building~~recent atfiscal ~~722~~year, W.increasing ~~Dutton~~gross ~~Road,~~revenues ~~Eagle~~from ~~Point~~$814,928 ~~OR 97524 representing our first operating location~~ for ~~former~~the ~~subsidiary,~~partial ~~WCS~~year ~~Enterprises. The~~ended ~~building~~June ~~is 15~~30,~~000~~ ~~square~~2019 ~~feet and zoned~~ to ~~meet the requirements for specific purpose industrial use and is divided into four 1~~$2,~~500~~239,285 ~~square~~in ~~feet~~the ~~condo~~fiscal ~~style~~year ~~grow~~ended ~~rooms~~June ~~and one 7~~30,~~500~~ ~~square feet grow facility~~2020. ~~Until~~ ~~relocation~~At tothe ~~our~~present ~~new~~time, ~~corporate~~the ~~headquarters~~majority inof ~~Henderson,~~Bombshell’s NVrevenue wegenerating ~~occupied~~customers ~~one~~are ~~1,500~~controlled ~~sq.~~by ~~ft.~~affiliates ~~unit~~and/or toofficers ~~use~~of asthe ~~an office space~~Company.

~~(3)~~Bombshell Inearns ~~April~~revenue ~~2016, the Company purchased a parcel of land near Eugene, Oregon within the Pioneer Business Park~~ from a ~~private~~combination ~~seller in the amount~~ of ~~$326,629~~activities ~~plus~~including ~~closing~~monthly ~~costs.~~user ~~The~~fees ~~property is on 2.65 acres located in the Pioneer Business Park. The original plans were~~ for ~~building~~access ~~33-1500~~to ~~square~~customized ~~foot~~back ~~units~~end ~~or approximately 50~~software,~~000~~ ~~square~~website ~~feet of warehouse condominiums on the site. In late 2017~~development, ~~the Company engaged a broker~~ and ~~listed~~other ~~the~~professional ~~parcel~~services ofincluding ~~land~~maintenance ~~for~~and ~~sale.~~ongoing Incustomization ~~September 2018, the Company completed the sale~~ of its ~~land~~SAAS ~~held~~product ~~in the Pioneer Business Park~~offerings. ~~The Company received proceeds of approximately $74,000 after payment of expenses of the sale and full retirement of the attached mortgage of approximately $250,000.~~

~~(4)In~~PERA March 2017, the Company acquired a RV and campground park in Selma, Oregon. The property is located just 20 miles of Grants Pass, Oregon and 2.5 miles east of the Redwood Highway in Selma, Oregon and is known as the Lake Selmac Resort. The Resort facilities include fishing, swimming, boating, and in addition to RV parking, has tent camping & cabin locations established for accommodation. On September 4, 2019 the Company listed the property for an offering price of $850,000, with expected 6% sales commission. LLC

~~ITEM~~PERA ~~3: LEGAL~~LLC, ~~PROCEEDINGS~~acquired in August 2020, provides public employee retirement assistance and currently works with employees of school districts, colleges, universities, and other public institutions nationwide. Every state licensed representative is appointed with one or more of the institution’s approved vendors.

~~The~~Headquartered ~~Company~~in isNevada, ~~not~~PERA ~~the~~connects ~~subject~~retirement ofprofessionals ~~any~~and ~~pending~~public ~~legal~~employees ~~proceedings~~who want help during school and government building closures. PERA has over 5,000 trusted advisors in its network to ~~the~~help ~~knowledge~~public ofemployees ~~management,~~and nohas ~~proceedings~~successfully ~~are~~set ~~presently~~near ~~contemplated~~half a million appointments for its’ clients since its inception.

~~ITEM~~PERA ~~4: MINE~~has ~~SAFETY~~continued ~~DISCLOSURES~~assisting in the public employee sector of financial and retirement planning during COVID 19 as everyone is working from home and only taking online meetings. PERA’s use of technology, with its back office running Bombshell Technologies software, has been helping employees achieve their goals of getting retirement

~~Not applicable.~~9

8ready and kept agents in business. Serving major insurance and financial service companies, PERA intends to expand its client base through new ownership by Grow Capital.

~~PART~~PERA IIprovides vetted appointments - not leads - to agents. PERA began as a way to put safety of public employees and students first - minimizing campus “walk-ons” by using an electronic scheduling program to ensure only licensed representatives with scheduled appointments visited your campus.

~~ITEM~~In ~~5: MARKET~~our ~~FOR~~current ~~REGISTRANT'S~~virtual ~~COMMON~~world, ~~EQUITY~~PERA offers fully electronic appointments through their live interactive meeting platform. Their virtual meetings allow employees to receive the expert, ~~RELATED~~honest ~~STOCKHOLDER~~and ~~MATTERS~~reliable ~~AND~~financial ~~ISSUER~~advice ~~PURCHASES~~they OFdeserve ~~EQUITY~~on ~~SECURITIES~~their own time. PERA’s approach to the market is reflected in their significant growth over the last year. They have established a network of advisors who understand public employee’s professional lives and how to make their income last a lifetime.

Market ~~Information~~and competition

~~Our~~Bombshell ~~shares~~Technologies ~~of common stock are quoted by the OTC Markets Group~~ Inc. of the Financial Industry Regulatory Authority, Inc. ("FINRA") under the symbol "GRWC". Set forth below are the high and low closing bid prices for our common stock for each quarter of the last two fiscal years ended June 30, 2019 and 2018. These bid prices were obtained from OTC Markets Group Inc. All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

Period	High	Low
July 1, 2017 through September 30, 2017	$ 0.6487	$ 0.0112
October 1, 2017 through December 31, 2017	$ 0.255	$ 0.0132
January 1, 2018 through March 31, 2018	$ 0.23	$ 0.06
April 1, 2018 through June 30, 2018	$ 0.208	$ 0.034
July 1, 2018 through September 30, 2018	$0.238	$0.10
October 1, 2018 through December 31, 2018	$0.133	$0.0475
January 1, 2019 through March 31, 2019	$0.1025	$.0582
April 1, 2019 through June 30, 2019	$0.25	$0.08

Bombshell is a full-service design and software development company that competes primarily in software as a service (“SaaS”) sector. SaaS removes the organizations need to install and run applications on their own computers or in their own data centers. This eliminates the expense of hardware acquisition, provisioning and maintenance as well as software licensing, installation and support. Other benefits of the SaaS model include flexible payments, scalable usage, automatic updates and accessibility.

~~Holders~~ [https://seachcloudcomputing.techtarget.com/definition/software-as-a-service]

The ~~number~~global ofSaaS ~~record~~market ~~holders~~is ofestimated ~~the~~to ~~Company's~~grow ~~common~~to ~~stock~~$117 asbillion ofby ~~October~~the ~~14,~~end ~~2019~~of ~~is approximately 211~~2022, ~~not~~with ~~including~~a ancompound ~~indeterminate~~annual ~~number~~growth ~~who~~rate ~~may~~of ~~hold~~roughly ~~shares~~21 inpercent. ~~"street name~~[https://www."marketresearchfuture.com/reports/software-as-a-service-market-2003]

~~Common~~North ~~Stock~~America ~~Dividends~~is dominating the SaaS industry due to various factors including, but not limited to the presence of global players, its rich entertainment industry, and its high adoption of on-demand software. Currently the major players operating in the SaaS industry include the following: Salesforce; Linkedin; Concur Technologies, Workaday, Inc.; IBM Corporation, Oracle Corporation, Netsuite Inc., Medidata Solutions; Service Now, Inc., Microsoft Inc., Google, Inc. and Zuora. [https://www.marketresearchfuture.com/reports/software-as-a-service-market-2003]

~~The~~PERA Company has not declared any cash dividends with respect to its common stock and does not intend to declare dividends in the foreseeable future. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock.LLC

~~Securities~~Recently ~~Authorized~~acquired subsidiary, PERA LLC is a third-party marketing organization that facilitates meetings between state-licensed representatives and public employees who have individual retirement related questions. PERA currently works with employees of school districts, colleges, universities, and other public institutions nationwide. While there are numerous organizations that offer retirement planning related services, such as Morneau Shepell, Allianz, National Life Group, and Fidelity, to name a few, PERA is one of a limited number of organizations that offer targeted services for ~~Issuance~~public ~~Under~~employees ~~Equity~~by ~~Compensation~~using ~~Plans~~proprietary electronic scheduling programs and software, In this way, PERA is able to offer fully electronic appointments. Through a live interactive meeting platform, a vendor approved licensed representative can “virtually” meet with staff and employees without ever stepping foot on campus. The virtual meetings allow employees to receive the expert, honest and reliable financial advice they deserve on their own time. PERA has a understanding of public service employee's professional background allowing a customized experience.

~~Options~~Intellectual property

~~Equity~~Bombshell ~~Incentive~~entered ~~Plan~~into two Intellectual Property Assignment Agreements with related parties under which we acquired 100% ownership of certain created, developed and/or programmed patentable and/or copyrightable technology, software applications, code, technical information, data, and trade secrets which are integral to our suite of SaaS solutions. Presently we operate these solutions as trade secrets.

InThe ~~December 2015, the~~ Company ~~adopted~~has ~~the~~not ~~2015~~yet ~~Equity~~filed ~~Incentive~~any ~~Plan~~patents ~~(“Incentive Plan”) with a term of 10 years. The Incentive Plan allows for the issuance up to a maximum of 2 million shares of common stock, options exercisable into common stock of the Company~~ or ~~stock~~copyright ~~purchase~~applications ~~rights~~in ~~exercisable~~respect ~~into shares~~ of ~~common~~our ~~stock~~acquired ofintellectual ~~the Company~~property. ~~The plan is administered by the board of directors unless a separate delegation to an administrator is~~

910

made by the board of directors. Options granted under the plan carry a maximum term of 10 years, except to a grantee who is also a 10% beneficial owner at the time of grant, in which case the maximum term is 5 years. In addition, exercise prices of options granted must be within a certain percentage of the closing price on date of grant depending on the level of beneficial ownership of common stock of the Company by the grantee. All vesting conditions are set by the board or administrator. In December 2015, the Company filed a registration statement on Form S-8 covering all shares issued or issuable under the Incentive Plan.Employees

~~Stock~~Our ~~Plan~~subsidiary, Bombshell currently has 4 employees, one of whom is an officer. Grow Capital has 4 employees, all of which are officers and/or directors of the Company. Pera LLC has 12 employees, one of whom is an officer. The Resort at Lake Selmac has 1 employee. Our employees are not represented by unions and we consider our relationship with our employees to be good.

In December 2015, the Company adopted the 2015 Stock Plan (“Stock Plan”). As a condition of adoption of the Stock Plan, the Company entered into a registration statement on Form S-8 and covered the shares issued under the plan, which registration statement was filed in December 2015. The Stock Plan allows for the issuance up to a maximum of 2 million shares of common stock of the Company. The plan is administered by the board of directors unless a separate delegation to an administrator is made by the board of directors. The Stock Plan shall continue in effect until such time as is terminated by the Board or all shares are issued pursuant to the Stock Plan.Facilities

~~The~~Our ~~2015~~office ~~Equity~~is ~~Incentive~~located ~~Plan~~at isa ~~designed~~business tocenter ~~attract~~known ~~and~~as ~~retain~~Green ~~the~~Valley ~~best~~Corporate ~~available~~Center ~~personnel~~South ~~for~~at ~~positions~~2485 ofVillage ~~substantial~~View ~~responsibility~~Drive, toSuite ~~provide~~180, ~~additional incentive to employees~~Henderson, ~~directors~~NV ~~and~~89074 ~~consultants~~ and toour ~~promote~~telephone ~~the~~number ~~success~~is ~~of the Company's business. Options granted under the Plan may be Incentive Stock Options or Non~~702-~~Qualified Stock Options~~830-7919, asemail: ~~determined by the Administrator at the time of grant~~info@growcapital. ~~Stock purchase rights may also be granted under the Plan~~com. ~~The~~ ~~maximum~~We ~~aggregate~~have ~~number of shares which may be issued upon exercise of such Options or Stock Purchase Rights is~~ two ~~million~~corporate ~~(2,000,000)~~websites: ~~shares of Common Stock~~www. ~~The term of the option is five (5) years from the grant date of such shorter term as may be provided in the Option Agreement~~growcapitalinc. ~~The~~com ~~Plan become effective upon initial Board adoption~~ and ~~continues until terminated but in no case longer than ten (10) years~~www. ~~The Company had granted an option for the purchase of two million shares in April 2016, of which 1,500,000 have been exercised and 500,000 remain available for exercise until 2021~~bombshelltechnologies.com.

~~Common~~We ~~and~~also ~~Preferred~~maintain ~~Stock~~an office for Bombshell Technologies located at 130 Lakeland Blvd, Denham Springs, LA 70726.

~~The~~Further ~~Company's~~recently ~~authorized~~acquired ~~common~~subsidiary ~~stock~~Pera ~~consists~~LLC ofmaintains ~~550,000,000~~business ~~shares,~~offices ~~consisting~~at of2200 ~~500,000,000~~Paseo ~~shares~~Verde ~~of Common Stock par value $0~~Dr.~~001~~ ~~and 50~~Parkway,~~000,000~~ ~~shares~~Henderson ofNV ~~Preferred Stock, par value $0~~89052.~~001.~~

~~Recent~~Available ~~Sales~~information ~~of Unregistered Securities~~

~~Except~~Our asAnnual ~~set~~Reports ~~forth~~on ~~below~~Form 10-K, ~~there~~Quarterly ~~were~~Reports noon ~~sales~~Form of10-Q, ~~equity~~Current ~~securities~~Reports ~~during~~on ~~the~~Form ~~period~~8-K ~~covered~~and byall ~~this~~amendments ~~Report~~to ~~that~~those ~~were~~reports ~~not~~that ~~registered~~we ~~under~~file with the Securities ~~Act~~ and ~~were~~Exchange ~~not~~Commission, ~~previously~~or ~~reported~~SEC, inare aavailable ~~Quarterly~~at ~~Report~~the onSEC's ~~Form~~public ~~10-Q~~reference orroom aat ~~Current~~100 ~~Report~~F Street, N.E., Washington, D.C. 20549. The public may obtain information on ~~Form~~the ~~8-K~~operation ~~filed~~of the public reference room by calling the ~~Company~~SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding reporting companies.

OnITEM ~~July 1, 2019 the Company issued a total of 450,918 shares of fully vested unregistered Common Stock to its directors as part of their respective compensation package~~1A. RISK FACTORS

OnAs ~~July~~a ~~31,~~smaller ~~2019~~reporting ~~the Company issued 277~~company,~~778~~ ~~shares~~we ofare ~~unregistered~~not ~~Common~~required ~~Stock in respect~~ to ~~private~~provide ~~placements~~the ~~for~~information ~~total~~required ~~gross~~by ~~proceeds~~this ~~of $50,000~~Item.

OnITEM ~~October~~1B. UNRESOLVED 1,STAFF ~~2019 the Company issued 1,074,381 fully vested unregistered shares of Common Stock to officers and directors as part of their respective board compensation package.~~ COMMENTS

On October 10, 2019 the Company issued a total of 210,000 unregistered shares of Common Stock to a company controlled by one of its officers for services rendered with a value of $16,433. The issued shares were valued at fair market value on the date of issuance. None

~~The~~ITEM above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe is exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder. The purchasers represented to us that he/they were accredited investor(s) and were acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that he could bear the risks of the investment.: PROPERTIES

10(1)The Company entered into a sublease agreement to lease approximately 1,338 square feet of office space at a business center known as Green Valley Corporate Center South located in Henderson, Nevada (the “Henderson Property”), effective October 19, 2018, for use as the Company’s new headquarters. The lease has a term of 123 months, an abatement of the first four months of rent during which time the Company would complete certain required leasehold improvements and escalating base monthly rent per square foot ranging between $2.00 to $3.00 per square foot. The Company commenced occupation of the premises in February 2019. Appreciation, LLC, a related party entity, holds the master lease from which the Company derives its sublease for its headquarters.

~~ITEM~~(2)Up 6:until its divesture in September 2019, we owned a building at 722 W. Dutton Road, Eagle Point, OR ~~SELECTED~~97524 ~~FINANCIAL~~representing ~~DATA~~our first operating location for former subsidiary, WCS Enterprises. The building is 15,000 square feet and zoned to meet the requirements for specific purpose industrial use and is divided into four 1,500 square feet condo style grow rooms and one 7,500 square feet grow facility. Until relocation to our new corporate headquarters in Henderson, NV we occupied one 1,500 sq. ft. unit to use as an office space.

~~Not~~(3) ~~required~~In ~~for~~April ~~smaller~~2016, ~~reporting~~the ~~companies~~Company purchased a parcel of land near Eugene, Oregon within the Pioneer Business Park from a private seller in the amount of $326,629 plus closing costs. The property is on 2.65 acres located

~~ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~11

~~Forward~~in the Pioneer Business Park. The original plans were for building 33-~~looking~~1500 ~~Statements~~square foot units or approximately 50,000 square feet of warehouse condominiums on the site. In late 2017, the Company engaged a broker and listed the parcel of land for sale. In September 2018, the Company completed the sale of its land held in the Pioneer Business Park. The Company received proceeds of approximately $74,000 after payment of expenses of the sale and full retirement of the attached mortgage of approximately $250,000.

~~Statements~~(4)In ~~made~~March in2017, ~~this~~the ~~Form~~Company ~~10-K~~acquired ~~which~~a ~~are~~RV ~~not~~and ~~purely~~campground ~~historical~~park ~~are~~in ~~forward-looking~~Selma, ~~statements~~Oregon. The ~~with~~property ~~respect~~is tolocated ~~the~~just ~~goals,~~20 ~~plan~~miles ~~objectives,~~of ~~intentions,~~Grants ~~expectations~~Pass, ~~financial~~Oregon ~~condition,~~and ~~results~~2.5 miles east of ~~operations,~~the ~~future~~Redwood ~~performance~~Highway in Selma, Oregon and ~~business~~is ofknown ~~Grow~~as ~~Capital~~the Lake Selmac Resort. ~~Such~~ The ~~forward-looking~~Resort ~~statements~~facilities include ~~those~~fishing, ~~that~~swimming, ~~are~~boating, ~~preceded~~and byin addition to RV parking, ~~followed~~has bytent orcamping ~~that~~& ~~include~~cabin locations established for accommodation. The Company had previously listed the ~~words~~property ~~"may",~~for ~~"would",~~sale ~~"could",~~on ~~"should",~~September ~~"expects"~~4, ~~"projects"~~2019, ~~"anticipates"~~however, ~~"believes"~~it was determined not to renew its listing for the sale . As a result of the COVID-19 pandemic, ~~"estimates"~~the scheduled opening date of April 1, ~~"plans"~~2020 was pushed back to July 2020, ~~"intends"~~however, ~~"targets"~~the orresort ~~similar~~is ~~expressions~~now open for regular business operations.

~~Forward-looking~~(5)We ~~statements~~have ~~involve~~an ~~inherent~~operating ~~risks~~lease ~~and~~for ~~uncertainties,~~Bombshell ~~and~~located ~~important~~in ~~factors~~Louisiana. The ~~(many~~commercial oflease ~~which~~agreement ~~are~~with ~~beyond~~option ~~our~~to ~~control)~~renew ~~that~~was ~~could~~effective ~~cause~~on ~~actual~~January ~~results~~6, to2020. ~~differ~~The ~~materially~~lease ~~from~~term is ~~those~~ set ~~forth~~for ina ~~the~~period ~~forward-looking~~of ~~statements,~~one ~~including~~year ~~the~~and ~~following:~~includes ~~general~~an ~~economic~~option orto ~~industry~~extend ~~conditions nationally and/or in~~ the ~~communities~~lease ineach ~~which~~year. Management wehas ~~conduct~~determined ~~business;~~that ~~legislation~~it oris ~~regulatory~~reasonably ~~requirements,~~certain ~~including~~that ~~environmental requirements; conditions of~~ the ~~securities~~option ~~markets;~~will ~~competition;~~be ~~our~~exercised ~~ability~~based toon ~~raise~~the ~~capital;~~facts ~~changes~~and incircumstances ~~accounting~~at ~~principles~~lease commencement, ~~policies~~for ora ~~guidelines;~~period ~~financial or political instability; acts~~ of ~~war~~at orleast ~~terrorism;~~three ~~and~~(3) ~~other~~years. ~~economic,~~The ~~competitive,~~monthly ~~governmental,~~lease ~~regulatory~~payment ~~and~~is ~~technical factors affecting our operations~~$2, ~~products, services and prices~~250.

~~Accordingly,~~(6)Pera ~~results~~LLC ~~actually~~has ~~achieved~~an ~~may~~operating ~~differ~~lease ~~materially from expected results~~ in ~~these~~Henderson, ~~statements~~Nevada. The ~~Forward-~~commercial ~~looking~~lease ~~statements~~agreement ~~speak~~has ~~only~~a asterm of ~~the~~60 ~~date~~months ~~they~~commencing ~~are~~November ~~made.~~2017 ~~Grow~~and ~~Capital~~the ~~does~~associated ~~not~~office ~~undertake,~~space ~~and~~occupies ~~specifically~~approximately ~~disclaims~~2,317 ~~any~~square ~~obligation~~feet towith ~~update~~escalating ~~any~~base ~~forward-looking~~monthly ~~statements~~rent toper ~~reflect~~square ~~events~~foot orranging ~~circumstances~~between ~~occurring~~$2.45 ~~after~~and $2.76 over the ~~date~~term of ~~such~~the ~~statements~~lease.

~~Financial~~ITEM ~~Statements~~3: LEGAL PROCEEDINGS

~~The~~On ~~consolidated~~December ~~financial~~13, ~~statements~~2019, ~~which~~Trendsic ~~are~~Corporation, Inc. (“Trendsic”), a ~~part~~related ofparty ~~this~~entity ~~Report~~which ~~are~~is as49% controlled by Joel A. Bonnette (former CEO of ~~June~~our 30wholly-owned subsidiary Bombshell Technologies, ~~2019~~Inc.) ~~and~~filed ~~2018~~a lawsuit in the 19th Judicial District Court in East Baton Rouge Parish, Louisiana against Joel A. ~~The~~Bonnette, ~~consolidated~~Jared ~~financial~~Bonnette, ~~statements~~Bombshell ~~include~~Software, LLC and Bombshell Technologies, Inc. The plaintiff is disputing the ~~accounts~~ownership of ~~Grow~~certain ~~Capital~~intellectual property of Bombshell Technologies, Inc., and ~~its~~alleging ~~wholly-owned~~misappropriation ~~subsidiaries~~of trade secrets of Trendsic. Trendsic is seeking an unspecified amount of damages in excess of $75,000 ~~WCS~~and ~~Enterprises~~treble damages under the Louisiana Uniform Trade Secrets Act, ~~LLC~~as well as injunctive relief. The Company believes the claims by Trendsic are without merit and ~~Smoke~~intends onto vigorously defend against such claims. Presently the ~~Water,~~Company ~~Inc~~and Trendsic are continuing discussions regarding an amicable resolution. asBombshell has not yet answered the lawsuit but has been granted extensions of ~~June~~time ~~30,~~to ~~2019~~respond. ~~All~~At ~~significant~~the ~~intercompany~~time ~~accounting~~of ~~transactions~~this ~~have~~report, ~~been~~the ~~eliminated~~Company asis aunable ~~result~~to determine or quantify potential losses in respect of ~~consolidation~~the aforementioned action.

~~Following~~Other isthan ~~management's~~as ~~discussion~~set ~~and~~out ~~analysis~~above, ofthe ~~those~~Company ~~financial~~is ~~statements.~~not ~~This~~the ~~discussion~~subject ~~and~~of ~~analysis~~any ~~should~~pending belegal ~~read~~proceedings ~~in conjunction with our financial statements~~ and, ~~notes~~to ~~thereto included elsewhere in Report on Form 10-K for~~ the ~~fiscal~~knowledge ~~years~~of ~~ended~~management, ~~June~~no ~~30,~~proceedings ~~2019~~are ~~and~~presently ~~2018~~contemplated.

~~Plan~~ITEM of4: MINE ~~Operations~~SAFETY DISCLOSURES

~~The~~Not Company believes that its existing capital resources may not be adequate to satisfy its cash requirements for the next twelve months and further funding will be required to fully execute our business plansapplicable. Through the date of this report we have been able to rely on bank and non-bank financing in the form of mortgages, convertible notes with third parties, sales of common stock, equity issuances with respect to acquisitions, and advances from related parties to continue to fund shortfalls in our operations. The Company estimates that it will require additional cash resources during fiscal 2019 based on its current operating plan and condition. The Company expects cash flows from operating activities to increase substantially in fiscal 2020 as a result of our recent acquisition of Bombshell which is generating net income as of June 30, 2019, however we do not presently have enough revenue to meet our current overhead. We will continue to rely on funding from our officers, directors and third parties to meet our operational shortfalls. While we expect to continue to have these resources available to us, there is no guarantee we will be able to continue to obtain financing to meet our obligations, or on a timely basis as needed, or on favorable terms. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

1112

~~Results~~PART ~~of Operations~~II

~~Revenues~~ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

~~During~~Penny the fiscal years ended June 30, 2019 and 2018, respectively we have recorded net revenues of $Nil and $Nil respectively from ongoing operations. While the Company continued to operate the Lake Selmac Resort held by subsidiary SOTW and the condominium rental operation held by subsidiary WCS, these operations have been offered for sale, and as a result all operations, including all earned revenue are included as part of discontinued operations in the financial statements included herein for the fiscal years ended June 30, 2019 and 2018. Stock

~~Operating~~The ~~Expenses~~SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

~~Our~~The ~~consolidated~~broker-dealer ~~expenses~~also ~~from~~must ~~ongoing~~provide, ~~operations~~prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the ~~fiscal~~penny ~~years~~stock; ~~ended~~(b) ~~June~~the 30compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, ~~2019~~or other comparable information relating to the depth and ~~2018~~liquidity ~~were~~of asthe ~~follows:~~market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.

Operating expenses
General and administrative	$	114,478	$	293,827
Sales and marketing		15,974		-
Professional fees		619,204		81,620
Stock based compensation		1,484,059		1,134,315
Depreciation, amortization and impairment		765		268
Total operating expenses	$	2,234,480	$	1,510,030

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

~~Our~~These ~~general~~disclosure ~~and~~requirements ~~administrative~~may ~~expenses~~have ~~include~~the ~~rent,~~effect ~~telephone,~~of ~~internet~~reducing ~~services,~~the ~~banking~~trading ~~charges,~~activity ~~salaries~~for our common stock. Therefore, ~~consulting~~stockholders ~~fees~~may ~~and~~have ~~miscellaneous~~difficulty ~~office~~selling ~~costs~~our securities.

~~During~~Market the comparative fiscal years ended June 30, 2019 and 2018, the Company recorded an increase in stock-based compensation expense from $1,134,315 (2018) to $1,484,059 during the current fiscal year. The increase was primarily the result of increased consulting fees and employee compensation paid in the form of our common stock. Professional fees increased substantially from $81,620 (2018) to $619,204 (2019), as the Company incurred legal fees and professional consulting fees with respect to the acquisition of Bombshell and the divestiture of certain assets, with no similar expenses during fiscal 2018. General and administrative expenses were substantially reduced during the current fiscal year ended June 30, 2019 from $293,827 (2018) to $114,478 as certain salaries for administrative and management functions incurred in fiscal 2018 were eliminated during fiscal 2019. Sales and marketing expenses totaled $15,974 in the current fiscal year ended June 30, 2019, with no comparable expense in the prior fiscal year. During fiscal 2018 depreciation, amortization and impairment increased from $268 in fiscal 2018 to $765. Information

~~Total~~Our ~~operating~~shares ~~expenses~~of ~~during~~common ~~fiscal~~stock ~~2019~~are ~~totaled~~quoted $2by the OTC Markets Group Inc. on the OTCQB Venture Market under the symbol "GRWC". Only a limited market exists for our common stock. There is no assurance that a regular trading market will develop,~~234~~ or if developed,~~480~~ asthat ~~compared~~it towill $1be sustained. Therefore,~~510,030~~ a stockholder may be unable to resell his securities in ~~fiscal~~our ~~2018~~Company.

WeOn ~~expect~~October ~~operating~~9, ~~expenses~~2020, tothe ~~increase~~last inreported ~~future~~sales ~~periods~~price asper weshare ~~continue~~of ~~to expand~~ our ~~operations~~common ~~and~~stock ~~our~~on ~~revenue~~the ~~base,~~OTCQB ~~and~~was ~~if we continue to issue shares to settle salaries, consulting fees and expenses~~$1. 31.

~~Other Expenses~~13

~~Other~~Set ~~expenses~~forth ~~recorded~~below inare ~~fiscal~~the ~~2019~~high and ~~2018~~low ~~totaled~~closing ~~$11,183~~bid ~~and~~prices ~~$919,156~~for ~~respectively. The~~our ~~substantial~~common ~~decrease~~stock tofor ~~other~~each ~~expenses~~quarter ~~in fiscal 2019 is directly related to amortization~~ of ~~debt discount and increased interest expense as a result of~~ the ~~convertible~~last ~~notes~~two ~~and their conversions in the~~ fiscal ~~year~~years ended June 30, ~~2018~~2020 ~~compared~~and ~~to only $5,771 recorded in the current fiscal year~~2019. As These ofbid ~~June~~prices ~~30,~~were ~~2018,~~obtained ~~all~~from ofOTC ~~the~~Markets ~~convertible~~Group ~~notes and accrued interest of those convertible notes had fully converted~~Inc. ~~Fiscal~~All ~~2019~~prices ~~results~~listed ~~include~~herein areflect ~~loss~~inter-dealer onprices, ~~disposal~~without ofretail ~~property~~mark-up, ofmark-down ~~$5,412~~or ~~with~~commissions noand ~~comparative~~may ~~expense~~not inrepresent ~~fiscal~~actual ~~2018~~transactions.

Discontinued operations

Period⁽¹⁾	High	Low

July 1, 2018 through September 30, 2018	$4.76	$2.00

October 1, 2018 through December 31, 2018	$2.66	$0.95

January 1, 2019 through March 31, 2019	$0.2.05	$.1.16

April 1, 2019 through June 30, 2019	$0.5.00	$1.60

July 1, 2019 through September 30, 2019	$4.60	$1.42

October 1, 2019 through December 31, 2019	$2.62	$0.80

January 1, 2020 through March 31, 2020	$1.996	$0.80

April 1, 2020 through June 30, 2020	$1.50	$0.80

12(1)All share data reflects the impact of a one (1) for twenty (20) reverse split which became effective on July 30, 2020

~~During~~Record fiscal 2019 certain of the Company’s subsidiary operations were allocated as held for sale. Results reported in respect to these discontinued operations provided for a loss from discontinued operations of $159,434 and $53,453 for the years ended June 30, 2019 and 2018, respectively. The increase in the loss from discontinued operations in the year ended June 30, 2019 as compared to June 30, 2018 was primarily the result of increased cost of revenues, general and administrative expenses and a $112,000 impairment recorded based on the expected sale price less costs of sale of the Smoke on the Water property, offset by reduced interest expense in the current period compared to the prior year.Holders

~~Net~~The ~~losses~~number inof ~~the~~record ~~fiscal~~holders ~~years~~of ~~ended~~the ~~June~~Company's ~~30,~~common ~~2019~~stock ~~and~~as ~~2018~~of ~~totaled~~October $27,~~405,097~~ ~~and~~2020 $2is approximately 224,~~482,639,~~ ~~respectively.~~not including an indeterminate number who may hold shares in "street name."

~~Liquidity~~Dividend ~~and Capital Resources~~Policy

	At June 30, 2019			At June 30, 2018
Current Assets		$	2,082,080		$	385,378
Current Liabilities			1,183,477			1,833,555
Working Capital (Deficit)		$	898,603		$	(1,448,177	)

The Company has not declared any cash dividends with respect to its common stock and does not intend to declare dividends in the foreseeable future. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our common stock.

AsTransfer ofAgent ~~June 30, 2019, the Company had total current assets of $2,082,080 including $1,431,796 in prepaid expenses of which $1,380,459 relates to salaries~~ and consulting fees prepaid by the issue of stock, and working capital of $898,603, compared to total current assets of $385,378 and a working capital deficit of $1,448,177 as of June 30, 2013. The decrease in our working capital deficit was due to a decrease in liabilities held from sale over the comparative periods from $1,555,240 in fiscal 2018 to $472,241 in the current fiscal year ended June 30, 2019, and an increase to non-cash prepaid expenses in the current fiscal year, as identified above. Registrar

~~During~~The ~~the~~transfer ~~fiscal~~agent year ended June 30, 2019, cash used by operating activities totaled $415,864, primarily as a result of a net loss from operations of $2,405,097, offset by a loss from discontinued operations of $159,434 and ~~certain~~registrar ~~non-cash~~for ~~adjustments~~our ~~including~~common ~~non-cash interest of $6,612, a loss from the sale of land and depreciation, amortization and impairment expenses of $765, as well as~~ stock~~-based~~ ~~compensation~~is ~~expenses~~Colonial ofStock ~~$1,484,059. In~~Transfer ~~fiscal 2018 cash used by operating activities totaled $400~~Inc.,~~344,~~ ~~primarily~~with asan aaddress ~~result~~at of66 aExchange ~~net loss from operations of $2~~Place,~~482,639,~~ ~~offset~~Suite ~~by a loss from discontinued operations of $236~~100,~~036,~~ ~~and~~Salt ~~certain~~Lake ~~non-cash adjustments including non-cash interest of $930~~City,~~715,~~ ~~depreciation,~~UT ~~amortization and impairment expenses of $268 and stock-based compensation expenses of $1,134,315~~84111.

~~Net~~Authorized cash provided by investing activities was $18,003 in fiscal 2019 as compared to net cash used in investing activities of $40,268 in fiscal 2018. Results for fiscal 2019 include $5,412 expended on equipment, offset by amounts due to a related party of $23,415, as compared to $40,268 receivable from a related party in fiscal 2018. Capital

~~Net~~The ~~cash~~Company's ~~provided~~authorized bycapital ~~financing~~consists ~~activities~~of ~~was $1~~550,~~765~~000,000 inshares, ~~fiscal~~consisting ~~2019~~of ~~as compared to $277~~500,000,000 inshares ~~fiscal~~of ~~2018.~~Common ~~During~~Stock ~~fiscal~~par ~~2018~~value ~~the Company received proceeds from private placements of~~ $~~232,000~~0.001 and ~~proceeds from related party advances of $45~~50,000,000 ~~compared~~shares toof ~~proceeds~~Preferred ~~from private placements totaling $1~~Stock,~~765,000~~ inpar ~~fiscal~~value ~~2019~~$0. 001.

~~Net~~Recent ~~cash~~Sales ~~flows used in discontinued operations were $897,600 in fiscal 2019 as compared to net cash provided by discontinued activities~~ of ~~$147,436~~Unregistered ~~in fiscal 2018.~~Securities

~~During~~Except ~~fiscal~~as ~~2019~~set forth below, there were no sales of equity securities during the ~~Company~~period ~~reported~~covered aby ~~net~~this ~~increase~~Report that were not registered under the Securities Act and were not previously reported in ~~cash~~a ofQuarterly ~~$469,539~~Report ason ~~compared~~Form to10-Q or a ~~decrease~~Current inReport ~~cash~~on ofForm ~~$16,176~~8-K infiled ~~fiscal~~by ~~2018.~~the Company.

~~Going Concern~~14

~~During~~On ~~the~~May ~~fiscal~~15, ~~year~~2020 ~~ended~~the ~~June~~Company 30issued 245,834 ~~2019~~fully ~~and~~vested ~~2018,~~unregistered ~~the~~shares ~~Company~~of ~~reported~~Common aStock ~~net~~to ~~loss~~officers and directors of ~~$2,405,097 and~~the ~~$2,482,639,~~Company ~~respectively,~~as ~~combined~~compensation ~~with~~under athe ~~working~~terms ~~capital~~their ~~deficit~~respective ofconsulting ~~approximately~~contracts ~~$481,000~~for ~~(after~~services ~~removing~~as ~~prepaid~~CTO ~~stock-based~~and ~~compensation)~~Secretary, ~~with~~for ~~approximately~~the ~~$483~~period May 15,~~000~~ of2020 ~~cash~~through onAugust ~~hand.~~15, 2020. The Company ~~believes~~valued ~~that~~those asissuances at the closing price of ~~June~~the ~~30,~~Company’s ~~2019~~Common ~~its~~Stock ~~existing~~as ~~capital~~traded ~~resources~~on ~~are~~the ~~not adequate~~OTCMarkets toas ~~enable~~of itthe todate ~~fully~~of ~~execute~~the ~~its~~board ~~business~~resolution ~~plan. While~~approving the issuances.

13On June 2, 2020 the Company issued 23,678 fully vested unregistered shares of Common Stock to a company controlled by the spouse of one of its officers for services rendered with a value of $20,363. The Company valued those issuances at the closing price of the Company’s Common Stock as traded on the OTCMarkets as of the date of the board resolution approving the issuance.

~~Company~~On ~~acquired an operating business is the FinTech sector subsequent to fiscal year end, which is generating net income as at~~ June 3024, ~~2019, we do not believe the additional cash flows are yet sufficient to meet all of our anticipated operational overhead for fiscal~~ 2020~~. These~~ ~~conditions raise substantial doubt as to~~ the Company's ~~ability~~issued to155,000 ~~continue~~unregistered ~~as a going concern. During fiscal 2019 the Company raised gross proceeds from private placements of our common~~ shares of ~~$1,765,000~~Common ~~which~~Stock ~~were allocated~~ to ~~working~~two ~~capital~~companies ~~and~~controlled toby ~~retire~~officers ~~certain debt obligations. These funds were raised for use in the execution of the Company’s shift away from the cannabis industry~~ and ~~towards~~directors ~~its new business plan focused on acquisitions~~ in ~~the~~respect ~~FinTech~~to ~~sector~~private ~~and~~placements ~~other related sectors. As part of this plan, the Company has sold WCS as of September 30, 2019 and Smoke on the Water is currently being offered~~ for ~~sale~~total ~~(See~~gross ~~Note~~proceeds ~~3). If the Company fails to sell Smoke on the Water, generate positive cash flow or obtain additional financing, when required, the Company may have to modify, delay, or abandon some or all~~ of ~~its business and expansion plans~~$155, ~~and potentially cease operations altogether~~000. ~~The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.~~

~~Off-Balance~~On ~~Sheet~~July ~~Arrangements~~1, 2020 the Company issued a total of 80,495 unregistered, restricted common shares to officers and directors as part of their respective executive and/or board compensation package. The Company valued the issuances at the closing price of the Company’s stock as traded on the OTCMarket on the date of the board resolution approving the issuance of the shares.

WeOn ~~had~~July no9, ~~off-balance~~2020 ~~sheet~~the ~~arrangements~~Company issued 15,000 unregistered, restricted common shares to our CFO, Trevor Hall under the terms of ~~any~~a ~~kind~~consulting ~~for~~agreement under which Mr. Hall provides services as our Chief Financial Officer. The Company valued the ~~period~~issuance ~~ended~~at ~~June~~the ~~30,~~closing ~~2019~~price ~~and~~of ~~2018~~the Company’s stock as traded on the OTCMarket on the date of the board resolution approving the issuance of the shares.

~~ITEM~~On ~~7A: QUANTITATIVE~~July ~~AND~~13, ~~QUALITATIVE~~2020 ~~DISCLOSURES~~the ~~ABOUT~~Company ~~MARKET~~issued ~~RISK~~50,000 unregistered, restricted shares of the Company’s common stock to the Company’s CEO, Terry Kennedy, as compensation for the three-month period commencing July 1, 2020. The shares were valued at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of the board resolution approving the issuance of the shares.

~~Not~~On ~~required~~September 4, 2020 the Company issued 17,104 shares of unregistered, restricted common stock as compensation for ~~smaller~~services ~~reporting~~for ~~companies~~the three month period ended August 31, 2020. The shares were valued at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of the board resolution approving the issuance of the shares.

14On October 1, 2020 the Company issued 50,000 unregistered, restricted shares of the Company’s common stock to the Company’s CEO, Terry Kennedy, concurrent with approving a three month extension to his executive compensation contract, as compensation for the three-month period commencing October 1, 2020. The shares were valued at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of the board resolution approving the issuance of the shares.

~~ITEM~~On ~~8: FINANCIAL~~October ~~STATEMENTS~~1, ~~AND~~2020 ~~SUPPLEMENTARY~~the ~~DATA~~Company issued a total of 106,870 unregistered, restricted common shares to officers and directors as part of their respective executive and/or board compensation package. The Company valued the issuances at the closing price of the Company’s stock as traded on the OTCMarket on the date of the board resolution approving the issuance of the shares.

~~TABLE~~The ~~OF CONTENTS~~above ~~FOR~~issuances ~~FINANCIAL~~did ~~STATEMENTS~~ not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe is exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder. The purchasers represented to us that he/they were accredited investor(s) and were acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that he could bear the risks of the investment.

	Page
Reports of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Statement of Changes in Stockholders' Equity	F-4
Consolidated Statements of Cash Flows	F-5
Notes to Consolidated Financial Statements	F-7

ITEM 6: SELECTED FINANCIAL DATA

15Not required for smaller reporting companies.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~15

ToITEM ~~the~~7: MANAGEMENT'S ~~Board~~DISCUSSION ofAND ~~Directors~~ANALYSIS ~~andStockholders~~OF ofFINANCIAL ~~Grow~~CONDITION ~~Capital,~~AND ~~Inc.~~RESULTS OF OPERATIONS

~~Opinion~~This ondiscussion summarizes the significant factors affecting the results of operations and financial condition of the Company during the fiscal years ended June 30, 2020 and 2019 and should be read in conjunction with our consolidated financial statements and accompanying notes thereto included elsewhere herein. Certain information contained in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are “forward-looking statements.” Statements that are not historical in nature and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. Our actual results may differ materially from the results discussed in this section because of various factors, including those set forth elsewhere herein. See “Forward-Looking Statements” included in this report.

WeFinancial have audited the accompanying consolidated balance sheets of Grow Capital, Inc. (the Company) as of June 30, 2019 and 2018, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two year period ended June 30, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two year period ended June 30, 2019, in conformity with accounting principles generally accepted in the United States of America.Statements

~~Explanatory~~The ~~Paragraph~~audited onconsolidated ~~Going~~financial ~~Concern~~statements form a part of this Report include results for our fiscal years ended June 30, 2020 and 2019. The consolidated financial statements include the accounts of Grow Capital, Inc., and its wholly-owned subsidiaries, Resort at Lake Selmac, Inc. and Bombshell Technologies, Inc. as of June 30, 2020. All significant intercompany accounting transactions have been eliminated as a result of consolidation.

~~The~~Following ~~accompanying~~is ~~financial~~management's ~~statements~~discussion ~~have~~and ~~been~~analysis ~~prepared~~of ~~assuming~~those ~~that~~financial ~~the~~statements. ~~Company~~This ~~will~~discussion ~~continue~~and asanalysis ashould ~~going~~be ~~concern.~~read ~~As discussed~~ in ~~Note~~conjunction 1with toour ~~the~~ financial statements, ~~the~~and ~~Company’s~~notes ~~significant~~thereto ~~operating~~included ~~losses~~elsewhere ~~raise substantial doubt about its ability to continue as a going concern. Management’s plans~~ in ~~regards~~Report toon ~~this~~Form ~~uncertainty~~10-K ~~are~~for ~~included Note 1 to~~ the ~~financial~~fiscal ~~statements. The~~years ~~financial~~ended ~~statements~~June do30, ~~not~~2020 ~~include~~and ~~any adjustments that might result from the outcome of this uncertainty~~2019.

~~Basis~~RESULTS ~~for~~OF ~~Opinion~~OPERATIONS

~~These~~Results ~~consolidated financial statements are the responsibility~~ of ~~the~~Operations ~~Company’s~~from ~~management.~~Continuing Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Operations

WeThe ~~conducted~~Company ~~our~~shifted ~~audits~~its infocus ~~accordance~~to ~~with~~ the ~~standards~~FinTech ofsector during the ~~PCAOB.~~current ~~Those~~fiscal ~~standards~~year ~~require~~and ~~that~~acquired wean ~~plan~~operating, ~~and~~revenue ~~perform~~generating subsidiary, Bombshell Technologies, Inc. Further, the ~~audit~~Company todivested ~~obtain~~WCS ~~reasonable~~effective ~~assurance~~September ~~about~~30, ~~whether~~2019. While the ~~financial~~Resort ~~statements~~at ~~are~~Lake ~~free~~Selmac site location was classified as “held for sale” in the first two quarters of ~~material~~fiscal ~~misstatement~~2020, ~~whether~~management ~~due~~determined to ~~error~~continue orto ~~fraud.~~operate ~~The~~the ~~Company~~property isuntil ~~not~~further ~~required~~notice, toand its operations have been returned to continuing operations in the these fiscal year end financials. During the fiscal year ended, ~~nor~~2020, ~~were~~the weResort ~~engaged~~at Lake Selmac generated reduced revenues as compared to ~~perform~~fiscal 2019, as anwe ~~audit~~took ofseveral ~~its~~months to ~~internal~~re-brand ~~control~~the ~~over~~site ~~financial~~as ~~reporting~~a resort destination location and attend to minor repairs and site upgrades during January and February 2020. AsSubsequently ~~part~~in March 2020 the Resort remained closed as a result of ~~our~~local ~~audits,~~state weorders ~~are~~preventing ~~required~~its re-opening due to ~~obtain~~COVID an19. The ~~understanding~~resort was able to reopen as of ~~internal~~July ~~control~~2020. ~~over~~Financial ~~financial~~results ~~reporting~~for the fiscal year ended June 30, ~~but~~2020 ~~not~~are ~~for~~“combined” with respect to the ~~purpose~~operations of ~~expressing~~Bombshell anTechnologies, ~~opinion~~Inc. onunder the ~~effectiveness~~requirements of ASC 850-50-45, which results impact the ~~Company’s~~statements ~~internal~~of ~~control~~profit ~~over~~and ~~financial~~loss ~~reporting~~and statements of cash flows to include operations of Bombshell Technologies Inc. ~~Accordingly,~~as wethough ~~express~~it nohad ~~such~~been ~~opinion~~acquired on inception.

~~Our~~Fiscal ~~audits~~Year ~~included~~ended ~~performing~~June ~~procedures to assess the risks of material misstatement of the financial statements~~30, ~~whether~~2020 ~~due~~compared to ~~error~~Fiscal orYear ~~fraud,~~ended ~~and~~June ~~performing procedures that respond to those risks. Such procedures included examining~~30, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.2019

~~/s/~~Revenue Land Jcosts ~~Soldinger Associates, LLC We have served as the Company’s auditor since 2017. Deer Park, Illinois United States~~ of ~~America October 15, 2019~~revenue

F-During the fiscal year ended June 30, 2020 we generated gross revenues of $2,368,504, of which $2,051,355 was derived from related party customers, compared to $1,065,213 in the comparative fiscal year ended June 30, 2019, of which $787,919 was derived from related party customers. Costs of sales in the fiscal year ended June 30, 2020 totaled $1,267,704 of which $186,354 were costs of related party services, compared to $561,793 for the fiscal year ended June 30, 2019 of which $294,613 were costs of related party services. Gross profit for the comparative fiscal years ended June 30, 2020 and 2019, respectively totaled $1,100,800 and $503,420, respectively. We do not yet have sufficient revenues to meet our ongoing operational overhead. Reported revenues in the comparative periods were generated by our wholly owned subsidiary in the FinTech sector, Bombshell which did not form and begin operations until November 2018, and the Resort at Lake Selmac site location which provides RV and campsite services. During the fiscal year ended June 30, 2020 and 2019, operations of the Resort at Lake Selmac contributed gross profit of

GROW CAPITAL, INC. AND SUBSIDIARIES (Formerly Grow Condos, Inc.)
Consolidated Balance Sheets
		June 30,		June 30,
ASSETS		2019		2018
CURRENT ASSETS:
Cash	$	483,430	$	13,891
Subscription receivable		150,000		-
Prepaid expenses		1,431,796		1,373
Assets held for sale		-		329,846
Due from related party		16,854		40,268
Total current assets		2,082,080		385,378
Property, plant and equipment, net		67,772		893
Assets held for sale		1,658,503		1,751,437
Deposits		5,367		2,323
TOTAL ASSETS	$	3,813,722	$	2,140,031
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	333,268	$	94
Accrued liabilities		270,292		223,221
Advances from related parties		105,000		105,000
Deferred rent		2,676		-
Liability held for sale		472,241		1,555,240
Total current liabilities		1,183,477		1,883,555
Liability held for sale		597,865		685,022
TOTAL LIABILITIES		1,781,342		2,568,577
Commitments and contingencies
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding	$	-	$	-
Common stock, $0.001 par value, 175,000,000 shares and 100,000,000 shares authorized, 140,744,030 and 94,205,542 issued, issuable and outstanding at June 30, 2019 and June 30, 2018 respectively.		140,743		94,205
Additional paid-in capital		49,632,970		44,813,485
Accumulated deficit		(47,741,333)		(45,336,236)
Total stockholders' equity (deficit)		2,032,380		(428,546)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	3,813,722	$	2,140,031

~~The~~$87,578 ~~accompanying~~and ~~notes~~$145,170, ~~are~~while anoperations ~~integral~~of ~~part~~Bombshell ofcontributed ~~these~~gross ~~audited~~profit ~~consolidated~~of ~~financial~~$1,013,222 ~~statements~~and $353,231, respectively.

~~F-2~~Operating expenses

~~GROW~~Our ~~CAPITAL~~operating expenses for the fiscal years ended June 30, ~~INC.~~2020 and 2019 were as follows:

AND SUBSIDIARIES

		Fiscal Years Ended
		June 30
		2020		2019
Revenue	$	317,149	$	277,294
Revenue, related parties		2,051,355		787,919
Total revenues		2,368,504		1,065,213

Cost of sales, nonrelated parties		1,081,350		267,180
Cost of sale, related parties		186,354		294,613
Total cost of sales		1,267,704		561,793

Gross profit		1,100,800		503,420

Operating expenses
General and administrative		2,499,094		1,828,643
General and administrative, related parties		223,957		82,470
Professional fees		1,233,071		749,998
Depreciation, amortization and impairment		14,624		121,345
Total operating expenses		3,970,746		2,782,456

Loss from operations		(2,869,946)		(2,279,036)

~~(Formerly~~Fiscal ~~Grow~~Years ~~Condos~~ended June 30, ~~Inc.)~~2020 and 2019

Our ~~Consolidated~~general ~~Statements~~and administrative expenses consist of ~~Operations~~stock-based compensation, rent, telephone, internet services, banking charges, salaries, consulting fees and miscellaneous office costs.

		Fiscal Year Ended
		June 30,
		2019		2018
Net revenues	$	-	$	-
Operating expenses
General and administrative		114,478		293,827
Sales and marketing		15,974		-
Professional fees		619,204		81,620
Stock based compensation		1,484,059		1,134,315
Depreciation, amortization and impairment		765		268
Total operating expenses		2,234,480		1,510,030
Income (Loss) from operations		(2,234,480)		(1,510,030)
Other income (expense):
Loss on disposal of property		(5,412)		-
Interest expense		(5,771)		(919,156)
Total other income (expense), net		(11,183)		(919,156)
Income (loss) from continuing operations		(2,245,663)		(2,429,186)
Income (loss) from discontinued operations		(159,434)		(53,453)
Net income (loss)	$	(2,405,097)	$	(2,482,639)
Basic and diluted net loss from continuing operations	$	(0.02)	$	(0.03)
Basic and diluted net loss from discontinued operations	$	0.00	$	(0.00)
Basic and diluted net loss	$	(0.02)	$	(0.03)
Weighted average shares used in completing basic and diluted net loss per common share		118,247,407		75,233,420

The Company experienced a substantial increase to operating expenses from $2,782,456 during the fiscal year ended June 30, 2019 compared to $3,970,746 during the current fiscal year ended June 30, 2020. The increase in operating expenses is predominantly attributable to an increase in professional fees and stock-based compensation. During fiscal 2020 and 2019, the Company issued common stock to certain board members, employees and consultants for services rendered at rates below market, the total combined value of which was $2,058,341 for the fiscal year ended June 30, 2020 compared to $1,484,059 during the fiscal year ended June 30, 2019, which amounts are included as part of general and administrative expenses on our statements of operations. Professional fees also increased substantially period over period from $749,998 (2019) to $1,233,071 (2020) as the Company undertook various corporate actions and acquisitions in the period. General and administrative fees incurred from related parties also increased period over period from $82,470 in the fiscal year ended June 30, 2019 to $223,957 in the fiscal year ended June 30, 2020 as the Company increased its continuing operation to include operations of Bombshell. Depreciation, amortization and impairment decreased from $121,345 (2019) to $14,624 (2020), as the Company divested certain of its owned properties in fiscal 2020.

~~The~~We ~~accompanying~~expect ~~notes~~operating ~~are~~expenses anto ~~integral~~increase ~~part~~in future periods as we continue to expand our holdings seeking additional areas of ~~these~~operation ~~audited~~to ~~consolidated~~further ~~financial~~enhance ~~statements~~our existing revenue base.

~~F-3~~17

~~GROW~~Other ~~CAPITAL, INC.~~ Expenses

~~AND~~Other ~~SUBSIDIARIES~~ income/expenses recorded in the fiscal ended June 30, 2020 reflect other income of $6,304 in the current fiscal year as a result of interest income related to a short term loan provided by the Company to a third party, with no similar transaction in the comparative fiscal year ended June 30, 2019. Interest expenses with respect to a note payable on the Resort at Lake Selmac totaled $35,963 and $47,265 respectively in the fiscal years ended June 30, 2020 and 2019.

~~(Formerly~~Net ~~Grow~~losses ~~Condos~~from continuing operations in the fiscal years ended June 30, ~~Inc~~2020 totaled $2,899,605 and $2,326,301, respectively.)

Discontinued ~~Consolidated Statements of Changes in Stockholders Equity (Deficit)~~operations

	Preferred Shares		Common Stock				Additional		Accumulated		Total
	Shares	Amount	Shares		Amount		Paid-in Capital		Deficit		Shareholders Equity (Deficit)
Balance, June 30, 2017	-	-	30,795,375	$	30,795	$	41,891,602	$	(42,853,597)	$	(931,200)
Stock settled debt upon default							110,000				110,000
Shares issued due to conversion of convertible notes and unpaid interest			44,010,791		44,011		1,037,635				1,081,646
Private placements			6,400,000		6,400		225,600				232,000
Conversion of advances from related party into stock			1,333,333		1,333		292,000				293,333
Conversion of accrued payroll into stock – related parties			4,466,667		4,467		981,867				986,334
Shares issued to Officers, Directors and employees			4,579,148		4,579		173,802				178,381
Shares issued to non-employees for services			2,620,228		2,620		100,979				103,599
Loss for the period									(2,482,639)		(2,482,639)
Balance, June 30, 2018	-	-	94,205,542		94,205		44,813,485		(45,336,236)		(428,546)
Private placements			25,854,172		25,854		1,889,146				1,915,000
Shares issued to Officers, Directors and employees			15,252,547		15,253		2,072,119				2,087,372
Shares issued to non-employees for services			4,283,104		4,283		762,763				767,046
Conversion of accounts payable into stock			1,148,665		1,148		95,457				96,605
Loss for the period									(2,405,097)		(2,405,097)
Balance, June 30, 2019	-	-	140,744,030	$	140,743	$	49,632,970	$	(47,741,333)	$	2,032,380

The Company sold its’ wholly owned subsidiary WCS effective September 30, 2019. The effect of the sale and operations prior to the sale are included in discontinued operations. During the fiscal years ended June 30, 2020 and June 30, 2019, the Company reported income discontinued operations of $552,852 as compared to a loss from discontinued operations of $2,395. The income from discounted operations reported in fiscal 2020 relates primarily to the forgiveness of certain payroll liabilities and salaries by former management concurrent with the divestiture of approximately $428,000.

~~The~~Net ~~accompanying~~losses ~~notes~~from ~~are~~continuing anand ~~integral~~discontinued ~~part~~operations offor ~~these~~the ~~audited~~fiscal ~~consolidated~~years ~~financial~~ended ~~statements~~June 30, 2020 and 2019 totaled $2,346,753 and $2,328,696, respectively.

~~F-4~~Liquidity and Financial Condition

~~GROW~~Liquidity ~~CAPITAL,~~and ~~INC.~~Capital Resources

AND SUBSIDIARIES

	At June 30, 2020			At June 30, 2019

Current Assets		$	774,537		$	2,950,256
Current Liabilities			1,044,113			1,183,995
Working Capital		$	(269,576)		$	1,766,261

As of June 30, 2020, the Company had total current assets of $774,537 and a working capital deficit of $269,576, compared to total current assets of $2,950,256 (~~Formerly~~including ~~Grow~~stock ~~Condos~~based compensation recorded as prepaid expenses of $1,380,459) ~~Inc~~and working capital of $1,766,261 as of June 30, 2019.) The decrease in our working capital was primarily a result of the disposition of assets held for sale, the reduction in prepaid expenses, collection of a subscription receivable and a reduction in cash, offset by an increase in related party receivables and promissory note receivables.

During ~~Consolidated~~the ~~Statements~~fiscal ended June 30, 2020, cash used in operating activities totaled $633,482, primarily as a result of ~~Cash~~a ~~Flows~~net loss from continuing operations of $2,899,605 and a gain from discontinued operations of $552,852. The net loss from continuing operations was offset by stock-based compensation of $2,164,782, depreciation, amortization and impairment expenses of $14,624, changes in allowance for bad debt of $35,350 and amortization of right to use assets of $3,976. Further during the fiscal year ended June 30, 2020 we increased our accounts receivable by $60,565, our related party accounts receivable decreased by $25,199, our related party accounts payable increased by $21,551, and accounts payable increased by $70,984, while reducing our accrued expenses. Unearned revenue also decreased in the current period. In the fiscal year ended June 30, 2019, cash used in operating activities totaled $485,378 with a net loss from continuing operations of $2,326,301, and a loss from discontinued operations of $2,395, offset by stock-based compensation of $1,484,059, non-cash interest of $6,612, and depreciation, amortization and impairment expenses of $121,345. During the fiscal year ended June 30, 2019 we increased our accounts receivable by $44,579, our prepaid expenses by $54,567, and increased our accrued expenses by $122,468. Our related party accounts receivable increased by $270,805, while our accounts payable increased by $306,432 and our related party accounts payable increased by $118,912. Unearned revenue also increased in the fiscal year ended June 30, 2019 by $16,570, and deferred income tax assets increased by $31,800.

	Fiscal Year Ended
	June 30,
		2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,405,097)	$	(2,482,639)
Loss from discontinued operations		159,434		53,453
Net loss from continuing operations:		(2,245,663)		(2,429,186)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization and impairment expense		765		268
Non-cash interest		6,612		930,715
Stock based compensation		1,484,059		1,134,315
Loss on sale of land		5,412		-
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(50,000)		1,631
Accounts payable, trade		333,174		(12,416)
Accrued expenses		47,101		(25,671)
Deferred rent expense		2,676		-
Net cash (used in) in operating activities		(415,864)		(400,344)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds used in purchase of property, plant, and equipment		(5,412)		-
Due from related party		23,415		(40,268)
Net cash (used in) provided by investing activities		18,003		(40,268)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party		-		45,000
Proceeds from private placement		1,765,000		232,000
Net cash provided by financing activities		1,765,000		277,000
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Operating activities		(51,828)		236,036
Investing activities		68,309		(31,635)
Financing activities		(914,081)		(56,965)
Net cash (used) provided by discontinued activities		(897,600)		147,436
Net increase (decrease) in cash		469,539		(16,176)
Cash at beginning of period		13,891		30,067
Cash at the end of the period	$	483,430	$	13,891

FNet cash provided by investing activities in the fiscal year ended June 30, 2019 was $9,983, as compared to net cash used of $27,681 in the fiscal year ended June 30, 2020. Increase to cash due from related party in the fiscal year ended June 30, 2020 totaled $16,854 as compared to $23,415 in the prior comparative fiscal year ended June 30, 2019. During the most recent fiscal year ended June 30, 2020 the Company loaned a third party $100,000 on a one-5year promissory note and received cash from the acquisition of Bombshell of $43,975, with no similar transactions in the prior fiscal year ended June 30, 2019. The loan receivable was offset in fiscal 2020 by repayments from the borrower of $11,490. Results for the fiscal year ended June 30, 2019 also include the purchase of equipment of $13,232 and the acquisition of intangible assets of $200 with no similar transactions in the fiscal year ended June 30, 2020.

		8
Supplemental Disclosure of Cash Flows Information:
Cash paid for interest, discontinued activities	$	41,493	$	98,890
Cash paid for income taxes	$	-	$	-
Non-cash Investing and Financing Activities:
Conversion of debt and accrued interest into common stock	$	-	$	1,191,470
Stock settled advances from related party	$	67,643	$	40,000
Beneficial conversion feature discount recorded	$		$	253,333
Stock settled payroll liability	$	-	$	134,000
Repayment of mortgage from escrow	$	252,141	$	-
Stock issued for prepaid compensation	$	2,303,195	$	-
Stock issued for settlement of accounts payable	$	25,505	$	-
The accompanying notes are an integral part of these audited consolidated financial statements.

Net cash provided by financing activities was $1,822,705 in the fiscal year ended June 30, 2019 as compared to $429,754 in fiscal 2020. During the current fiscal year ended June 30, 2020, the Company closed private placements for total proceeds of $355,000, compared to total proceeds of $1,765,000 during the comparable fiscal year ended June 30, 2019. Cash from financing activities in the fiscal year ended June 30, 2020 was offset by a repayment to a related party of $66,195 in the current year, as compared to proceeds from a related party of $66,195 in the prior comparative fiscal year ended June 30, 2019. The Company reduced its promissory note on the Resort at Lake Selmac property by $9,051 and $8,490 respectively during the fiscal years ended June 30, 2020 and 2019. During fiscal 2020 the Company recorded a subscription receivable, with no similar transactions in fiscal 2019.

~~F-6~~Net cash used by discontinued activities totaled $833,796 in the fiscal year ended June 30,2019, as compared to cash used by discontinued activities of $5,260 in the fiscal year ended June 30, 2020.

~~GROW~~Going ~~CAPITAL, INC.~~Concern

~~AND~~During ~~SUBSIDIARIES~~the fiscal year ended June 30, 2020 and June 30, 2019, the Company reported a net loss of $2,346,753 and $2,328,696, respectively. Working capital deficit totaled approximately $269,576 with approximately $246,761 of cash on hand. Cash used in operations was in excess of this amount for the year ended June 30, 2020. The Company believes that as of June 30, 2020 its existing capital resources are not adequate to enable it to fully execute its business plan. While the Company successfully acquired a second operating business subsequent to fiscal year end, including additional operations complementary to its recently acquired subsidiary, Bombshell Technologies, management believes we will require additional capital resources to fully implement our business plan, which includes the acquisition of additional operations. While the Company`s subsidiary provided approximately $1,100,000 in gross profit to offset operational overhead in the period, revenues are presently not sufficient to meet the Company’s ongoing expenditures. The Company is actively working to increase the customer base and gross profit in Bombshell Technologies in order to achieve net profitability by the close of fiscal 2021. The addition of another operating entity subsequent to June 30, 2020, is expected to contribute additional gross profits to offset operational overheads. The additional growth plans include the acquisition of several new customers, an increase to the users currently subscribed to our software, as well as increased sales of customization services to new and existing customers. The Company intends to rely on sales of our unregistered common stock, loans and advances from related parties to meet operational shortfalls until such time as we achieve profitable operations. If the Company fails to generate positive cash flow or obtain additional financing, when required and on acceptable terms, the Company may have to modify, delay, or abandon some or all of its business and expansion plans, and potentially cease operations altogether. Consequently, the aforementioned items raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

~~(formerly~~Covid-19 ~~Grow Condos, Inc.)~~Pandemic

~~NOTES~~The TOrecent ~~CONSOLIDATED~~COVID-19 ~~FINANCIAL~~pandemic ~~STATEMENTS~~could have an adverse impact on our ongoing operations. To date the Company’s primary operating segment, Bombshell, has not experienced a decline in sales as a result of the impact of COVID 19. The Company’s operations in the FinTech sector are carried out with a limited amount of person to person contact and we do not expect an impact on these operations as a result of COVID 19, however, the full effect of the COVID-19 outbreak continues to evolve as of the date of this report, is highly uncertain and subject to change. Operations of the Company’s Resort at Lake Selmac property were delayed until July 2020 when the government permitted the resort to reopen. Management does not expect the delay in opening the resort for the 2020-2021 season to substantially impact profitable operations for this business in the long term. Management is actively monitoring the

~~Note 1 – Organization and Description of Business~~19

~~Grow~~situation ~~Capital,~~but ~~Inc.~~given (the ~~"Company,"~~daily ~~“we~~evolution of the COVID-19 outbreak,” the Company is not able to estimate the effects of the COVID-19 outbreak on its operations or ~~“us”)~~financial ~~(f/k/a~~condition ~~Grown~~in ~~Condos,~~the ~~Inc~~next 12 months.) ~~was~~While ~~incorporated~~significant ~~on October~~uncertainty 22remains, ~~1999~~the Company does not believe the COVID-19 outbreak will have a negative impact on its ability to raise additional financing, inconclude the ~~State~~acquisition of ~~Nevada~~targeted business operations or reach profitable operations.

Our former wholly owned subsidiary, WCS Enterprises, Inc. (“WCS”) is an Oregon limited liability company which was formed on September 9, 2013 with operations beginning in October 2013. WCS is a real estate purchaser, developer and manager of specific use industrial properties providing "Condo" style turnOff-~~key~~Balance ~~aeroponics~~Sheet grow facilities to support cannabis farmers. WCS owns, leases, sells and manages multi- tenant properties so as to reduce the risk of ownership and reduce costs to tenants and owners. WCS currently owns a condominium property in Eagle Point, Oregon (the “Eagle Point Property”). On September 30, 2019, we sold WCS to the Wayne A. Zallen Trust u/a/d/ 10/24/2014 (the “Zallen Trust”), of which Wayne Zallen, our former CEO and Chairman, is the trustee and a beneficiary. See Note 3 for further information.Arrangements

~~Our~~We ~~wholly~~have ~~owned~~no ~~subsidiary,~~off-balance ~~Smoke~~sheet ~~on the Water, Inc~~arrangements. was incorporated on October 21, 2016, in the State of Nevada. Smoke on the Water is focused on operating properties in the RV and campground rental industry and currently owns the Lake Selmac Resort located at 2700 Lakeshore Drive, Selma, Oregon (the “Lake Selmac Property”).

~~Our~~Critical ~~wholly~~Accounting ~~owned~~Policies ~~subsidiary Bombshell Technologies, Inc. (“Bombshell”), was formed as Bombshell Technologies, LLC on November 5, 2018~~ and converted into a corporation on June 24, 2019. We acquired Bombshell on July 23, 2019 (See Note 11). Bombshell is a full-service design and software development company focused on developing and selling software to financial services firms and advisors and is the first acquisition as part of our strategic shift into the financial technology (“FinTech”) sector and related sectors.Estimates

OnThe ~~June~~preparation ~~22,~~of ~~2018,~~our financial statements requires management to make estimates and assumptions that affect the ~~Board~~reported amounts of ~~Directors~~assets ofand liabilities and the ~~Company~~disclosure ~~approved~~of ancontingent ~~amendment~~assets toand ~~our~~liabilities ~~articles~~at ofthe ~~incorporation~~date toof ~~increase~~the ~~our~~financial ~~authorized~~statements ~~capital~~and ~~to 180,000,000 shares,~~the ~~consisting~~reported ~~of 175,000,000 shares~~amounts of ~~common~~revenues ~~stock~~and ~~(“Common~~expenses ~~Stock”),~~during ~~par~~the ~~value~~reporting $0period.~~001,~~ ~~and~~On 5an on-going basis,~~000,000 shares~~ ofmanagement ~~preferred~~evaluates ~~stock~~its ~~(“Preferred~~estimates ~~Stock”),~~and ~~par~~judgments ~~value~~which ~~$0.001~~are ~~(the~~based ~~“Recapitalization”)~~on historical experience and toon ~~change~~various ~~the~~other ~~name~~factors ofthat ~~the~~are ~~Company~~believed to ~~“Grow~~be ~~Capital,~~reasonable ~~Inc~~under the circumstances.” The ~~Company~~results ~~filed~~of ~~articles~~their ofevaluation ~~amendment~~form ~~with~~the basis for making judgments about the ~~State~~carrying values of ~~Nevada~~assets toand ~~effect~~liabilities. ~~the~~Actual ~~aforementioned~~results ~~changes~~may ondiffer ~~July~~from ~~10,~~these ~~2018~~estimates ~~and~~under ~~August~~different ~~28,~~assumptions ~~2018,~~and ~~respectively~~circumstances. ~~The~~Our ~~Company~~significant ~~received~~accounting ~~approval~~policies ~~from~~are more fully discussed in the Notes to our Financial ~~Industry~~Statements; ~~Regulatory~~however, ~~Authority~~we ~~("FINRA")~~have ~~for~~identified ~~the~~below ~~above~~certain ~~noted~~policies ~~corporate~~that ~~actions~~have onsubstantial ~~August~~impact 8,on ~~2019.~~our financial reporting:

OnAccounts ~~July~~Receivable ~~23, 2019,~~ and ~~effective~~Allowance ~~July~~for ~~25,~~Doubtful 2019, the Board of Directors of the Company and the holders of our outstanding capital stock having a majority of the voting power, respectively, adopted resolutions to amend and restate our articles of incorporation to increase our authorized capital to 550,000,000 shares, consisting of 500,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock. The effective date of the aforementioned actions was August 29, 2019.Accounts

InThe ~~connection with its name change, the~~ Company ~~has~~determines ~~adopted a business plan focused on shifting~~ the ~~Company’s~~allowance ~~strategy~~for ~~away~~doubtful ~~from~~accounts ~~rental~~by ~~activities~~considering ~~focused~~a innumber ~~the~~of ~~cannabis industry and into the FinTech sector and related sectors. In connection with this strategy~~factors, ~~the~~including ~~Company has hired a new Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) and appointed a new chairman of~~ the ~~Company’s~~length ~~board~~ of ~~directors~~time (the ~~“Board”),~~accounts ~~all~~receivable ofare ~~whom~~beyond ~~have significant experience in~~ the ~~FinTech~~contractual ~~sector. The~~payment ~~Company intends to acquire FinTech companies~~terms, ~~such~~previous asloss ~~Bombshell (see Note 11)~~history, ~~with a clear niche~~ and ~~strong leadership and use its experience and understanding of~~ the ~~FinTech~~customer’s ~~sector~~current ~~and~~ability ~~access~~ to ~~the~~pay ~~public markets to help~~ its ~~acquisitions grow~~obligation. ~~The~~ ~~Company~~When isthe ~~currently~~Company inbecomes ~~the~~aware ~~process~~ of ~~identifying~~a ~~suitable~~specific ~~acquisitions and completing those acquisitions. In connection with the shift in the Company~~customer’s ~~strategy~~inability ~~away~~to ~~from~~meet ~~rental~~its ~~activities~~financial ~~focused~~obligations into the ~~cannabis industry~~Company, the Company ~~sold~~records ~~WCS~~a oncharge ~~September~~to ~~30,~~the ~~2019,~~allowance ~~and has determined~~ to ~~divest~~reduce ~~Smoke on~~ the ~~Water,~~customer’s ~~which~~related ~~it is currently actively marketing~~ accounts. In ~~connection~~At ~~with~~June ~~these~~30, ~~efforts~~2020, ~~management of~~ the ~~Company~~allowance ~~has determined it is appropriate to include the operations of WCS and Smoke on the Water in this report as Assets and Liabilities Held~~ for ~~Sale~~doubtful ~~(See~~accounts ~~Note~~totaled ~~3).~~approximately ~~As the Company moves away from the cannabis industry and into financial technology and related sectors~~$35, ~~Grow~~ 350.

~~F-7~~Leases

~~GROW~~In ~~CAPITAL~~February 2016, ~~INC~~the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 – Topic 842 Leases. ASU 2016-02 requires that most leases be recognized on the financial statements, specifically the recognition of right-to-use assets and related lease liabilities, and enhanced disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The standard requires using the modified retrospective transition method and apply ASU 2016-02 either at (i) latter of the earliest comparative period presented in the financial statements or commencement date of the lease, or (ii) the beginning of the period of adoption. The Company has elected to apply the standard at the beginning period of adoption, July 1, 2019 which resulted in no cumulative adjustment to retained earnings. On July 30, 2018, the FASB issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 (codified as ASC 842). Specifically, under the amendments in ASU 2018-11: (i) Entities may elect not to recast the comparative periods presented when transitioning to ASC 842 (Issue 1), and (ii) Lessors may elect not to separate lease and nonlease components when certain conditions are met (Issue 2).

~~AND~~The ~~SUBSIDIARIES~~Company has elected to apply the short-term scope exception for leases with terms of 12 months or less at the inception of the lease and will continue to recognize rent expense on a straight-line basis. As a result of the adoption, on July 1, 2019, the Company recognized a lease liability of approximately $291,753, which represented the present value of the remaining minimum lease payments using an estimated incremental borrowing rate of 6.75%. As of July 1, 2019, the Company recognized a right-to-use asset of approximately $289,089 million. Lease expense did not change materially as a result of the adoption of ASU 2016-02.

~~(formerly~~Share-based ~~Grow Condos, Inc.)~~compensation

~~NOTES~~The TOCompany ~~CONSOLIDATED~~measures ~~FINANCIAL~~the ~~STATEMENTS~~cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. Unregistered stock awards are measured based on the fair market values of the underlying stock on the dates of grant. For service type awards, share-based compensation expense is recognized

Capital expects to identify suitable acquisitions, complete those acquisitions, and grow those companies. Any potential acquisitions or divestitures remain subject to final agreements, due diligence, and typical closing conditions.20

~~Going~~on ~~Concern~~ a straight-line basis over the period during which the employee is required to provide service in exchange for the entire award. For awards that vest or begin vesting upon achievement of a performance condition, the Company estimates the likelihood of satisfaction of the performance condition and recognizes compensation expense when achievement of the performance condition is deemed probable using an accelerated attribution model.

~~During~~The ~~the~~Company ~~fiscal~~capitalizes ~~year ended June 30, 2019 and 2018,~~ the ~~Company~~cost ~~reported a net loss~~ of ~~$2,405,097 and~~issuance ~~$2,482,639,~~grants ~~respectively,~~that ~~combined~~cover ~~with~~ a ~~working~~period ~~capital deficit~~ of ~~approximately~~employment ~~$481,000~~or ~~(after~~consulting ~~removing~~agreement ~~prepaid~~under ~~stock-based~~contract ~~compensation)~~or ~~with~~performance ~~approximately~~obligation ~~$483,000~~related ~~of cash on hand. The Company believes that as of June 30, 2019 its existing capital resources are not adequate~~ to ~~enable~~future itperformance toand ~~fully~~amortizes ~~execute its business plan. While~~ the ~~Company~~compensation ~~acquired~~related ~~an operating business is the FinTech sector subsequent~~ to ~~fiscal~~these ~~year~~contracts ~~end,~~ratably ~~which~~over ~~is generating net income as at June 30, 2019, we do not believe~~ the ~~additional~~period ~~cash flows are yet sufficient to meet all~~ of ~~our~~employment ~~anticipated~~or ~~operational~~at ~~overhead~~percentage for fiscal 2020. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. During fiscal 2019 the Company raised gross proceeds from private placements of ~~our~~completion ~~common~~or ~~shares~~other ofappropriate ~~$1,765,000~~method ~~which~~for ~~were~~future ~~allocated~~performance ~~to working capital and to retire certain debt obligations~~grants. ~~These~~There ~~funds~~ were ~~raised~~no ~~for~~issuance ~~use~~grants inoutstanding ~~the~~with ~~execution~~a ofperformance ~~the~~term ~~Company’s~~longer ~~shift~~than ~~away~~one ~~from~~year ~~the~~at ~~cannabis~~June ~~industry~~30, ~~and~~2020 ~~towards its new business plan focused on acquisitions in the FinTech sector~~ and ~~other~~June ~~related~~30, ~~sectors~~2019. AsPrepaid ~~part~~expenses offor ~~this plan,~~ the ~~Company~~fiscal ~~has~~year ~~sold~~ended ~~WCS~~June ~~as of September~~ 30, ~~2019~~2020 and ~~Smoke~~fiscal onyear ~~the~~ended ~~Water~~June ~~is currently being offered for sale (See Note 3). If the Company fails to sell Smoke on the Water~~30, ~~generate~~2019 ~~positive~~include ~~cash~~unamortized ~~flow~~costs orof ~~obtain~~issuance ~~additional~~grants ~~financing,~~under ~~when~~employment ~~required,~~and ~~the~~consulting ~~Company~~contracts ~~may~~totaling ~~have~~$0 toand ~~modify~~$1, ~~delay~~380, ~~or abandon some or all of its business and expansion plans~~459, ~~and potentially cease operations altogether~~respectively. ~~The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.~~

~~Note~~Revenue 2Recognition ~~– Summary~~under ofASC ~~Significant Accounting Policies~~606

~~Basis~~The ofCompany ~~Presentation~~has adopted accounting standard, ASC 606 “Revenue from Contracts with Customers” and all related amendments to the new accounting standard to contracts.

~~The~~Revenues ~~accompanying~~from ~~consolidated~~contracts ~~financial~~with ~~statements~~customers ~~have~~are ~~been~~recognized ~~prepared~~when bycontrol ~~the~~of ~~Company~~promised ingoods ~~accordance~~and ~~with~~services ~~accounting~~is ~~principles~~transferred ~~generally~~to ~~accepted~~customers in ~~the~~an ~~United~~amount ~~States~~that ~~("GAAP"),~~reflects ~~and~~the ~~pursuant~~consideration to the ~~rules~~Company ~~and~~expects ~~regulations~~to ofbe ~~the~~entitled ~~Securities~~to ~~and~~in ~~Exchange~~exchange ~~Commission~~for ~~(the~~those ~~"SEC")~~goods or services.

~~Consolidation~~The Company recognizes revenue using the five-step model as prescribed by ASC 606:

~~These~~1) ~~consolidated~~Identification ~~financial~~of ~~statements~~the ~~include~~contract, ~~the~~or ~~accounts~~contracts, ofwith ~~Grow~~a ~~Capital,~~customer; ~~Inc.~~2) ~~and~~Identification ~~its~~of ~~wholly-owned~~the ~~subsidiaries,~~performance ~~WCS~~obligations ~~and~~in ~~Smoke~~the oncontract; 3) Determination of the ~~Water,~~transaction asprice; 4) Allocation of ~~June~~the ~~30,~~transaction ~~2019.~~price ~~All~~to ~~significant~~the ~~intercompany~~performance ~~accounting~~obligations ~~transactions~~in ~~have~~the ~~been~~contract; ~~eliminated~~and 5) Recognition of revenue when or as, athe ~~result~~Company ofsatisfies ~~consolidation~~a performance obligation.

~~Use~~When a contract with a customer is signed, the Company assesses whether collection of ~~Estimates~~the fees under the arrangement is probable. The Company estimates the amount to reserve for uncollectible amounts at the end of each reporting period based on the aging of the contract balance, current and historical customer trends, and communications with its customers. These reserves are recorded against the related accounts receivable.

The ~~preparation~~transaction ofprice ~~financial~~is ~~statements~~the inconsideration ~~conformity~~that ~~with~~the ~~accounting~~Company ~~principles~~expects ~~generally~~to ~~accepted~~receive from its customers in ~~the~~exchange ~~United~~for ~~States~~its ofproducts ~~America~~or ~~requires~~services. ~~management~~In todetermining ~~make~~the ~~estimates~~allocation ~~and~~of ~~assumptions~~the ~~that~~transaction ~~affect~~price, the ~~reported~~Company ~~amounts~~identifies ofperformance ~~assets~~obligations ~~and~~in ~~liabilities~~contracts ~~and~~with ~~disclosure~~customers, ofwhich ~~contingent~~may ~~assets~~include subscriptions to software and ~~liabilities~~services, atsupport, professional services and customization. In the ~~date~~case of the ~~financial~~Company’s ~~statements~~software contracts and support services prices are predetermined based on the ~~reported~~specific ~~amounts~~terms of ~~revenues~~the ~~and~~contract ~~expenses~~either ~~during~~in ~~the~~flat ~~reporting~~fee ~~period. We~~customization/license ~~believe~~fee ~~that~~charges itor isas athourly ~~least~~support ~~reasonably~~and/or ~~possible~~software ~~that~~customization charges. Charges relative to license fees are amortized over the ~~estimates~~term of ~~amounts~~the ~~realizable~~license. ~~upon~~Charges ~~our~~relative ~~properties~~to ~~currently~~customization ~~for~~of ~~sale~~the atsoftware are charged over the ~~date~~term of the ~~financial~~scope ~~statements~~of ~~will~~work ~~change~~on ina ~~the~~percentage ~~near~~of ~~term~~completion ~~due~~basis. toCharges ~~one~~relative orto ~~more~~support ~~future~~and ~~confirming~~ongoing ~~events~~services and ~~the~~professional ~~effect~~fees ofare ~~the~~charged ~~change~~when ~~would~~incurred beand ~~material~~control tohas been transferred or the ~~financial~~work ~~statements~~has been completed.

~~Cash~~License fees and ~~Cash~~customization ~~Equivalents~~of software

License and implementation fees are charged as flat fees which are amortized over the term of the contract. For ~~financial~~contracts ~~accounting~~with ~~purposes,~~elements ~~cash~~related to customized software solutions and ~~cash~~certain ~~equivalents~~build-outs or software systems that require significant modification or customization, the Company will recognize revenue using the percentage-of-completion method. In using the percentage-of-completion method, revenues are ~~considered~~generally torecorded bebased ~~all~~on ~~highly~~completion ~~liquid~~of ~~investments~~milestones ~~with~~under a ~~maturity~~scope of ~~three~~work ~~(3)~~or ~~months~~based oron ~~less~~total estimated cost of work and percentage completion as at the ~~time~~balance ofsheet ~~purchase~~date.

~~Concentration of Credit Risk~~21

~~F-8~~Software Revenue

~~GROW~~The ~~CAPITAL~~Company generates software revenue monthly on a single fee per subscribed user basis. The Company recognizes software revenue monthly on a per user for each user that is able to deploy software and provided all revenue recognition criteria have been met. If the revenue recognition criteria has not been met, ~~INC~~the revenue is deferred or not recognized.

~~AND~~Customization, ~~SUBSIDIARIES~~support and maintenance

~~(formerly~~Revenue ~~Grow~~from ~~Condos,~~the ~~Inc~~Company’s customization of software to meet a particular client’s needs is recognized on a percentage of completion basis over the term of the customization work and until control of the goods or services is transferred to the customer or such date the customer agrees the scope of work has been completed and the intended functionality of the software is complete and able to perform the desired service.) Support and maintenance revenue is generated from recurring monthly support and is invoiced monthly based on hourly fees at predetermined rates based on each customer contract.

~~NOTES~~The TOCustomer ~~CONSOLIDATED~~is ~~FINANCIAL~~credited ~~STATEMENTS~~a certain number of services hours monthly based on the numbers of users actively subscribed to the software which amounts offset any monthly user fees.

~~Financial~~Support ~~instruments~~and ~~that~~maintenance ~~potentially~~services ~~subject~~include ~~the~~e-mail ~~Company~~and totelephone ~~concentration~~support, ofunspecified ~~credit~~rights ~~risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up~~ to ~~$250,000.~~software Atfixes ~~June~~and ~~30,~~product ~~2019,~~updates ~~the~~and ~~Company~~upgrades ~~had~~and ~~$212,985~~enhancements inavailable ~~excess~~on ofa ~~the~~when-and-if ~~FDIC~~available ~~insured limit, respectively~~basis.

~~Lease~~Professional ~~Receivables~~services and ~~deferred rent~~other

~~Lease~~Professional ~~receivables~~services ~~are recognized when rents are due,~~ and ~~for~~other ~~the~~revenue ~~straight-line~~is ~~adjustment~~generated tothrough ~~rents~~services ~~over the term of the lease less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates~~ including, ~~among~~onsite ~~others~~training, ~~the~~product ~~customer's~~implementation ~~willingness or ability to pay, the Company's compliance with lease terms, the effect of general economic conditions~~ and ~~the~~other ~~ongoing~~similar ~~relationship with the customer~~services. Professional ~~Accounts~~services ~~with outstanding balances longer than the payment terms~~ are ~~considered~~generally ~~past~~flat ~~due. We~~fee doservices ~~not~~based ~~charge interest~~ on past due balances. The Company writes off lease receivables when it determines that they have become uncollectible after all reasonable collection efforts have been made. If we record bad debt expense, the amount is reflected as a ~~component~~number of ~~operating~~hours ~~expenses~~or inscope ~~the statements~~ of ~~operations. As~~work ~~of June 30, 2019, and June 30, 2018, an allowance~~ for ~~doubtful~~each ~~accounts~~specific ~~was~~service. ~~recorded~~Depending inon the ~~amount~~services ofto $2be provided,~~861. As~~ ofrevenue ~~June~~from ~~30,~~professional ~~2019,~~services and ~~June~~other ~~30,~~is ~~2018,~~generally ~~the~~recognized ~~Company~~at ~~had~~the ~~recorded~~time ~~deferred~~of ~~rent~~delivery ~~for~~when the ~~straight-line~~services ~~value~~have ofbeen ~~rental~~completed ~~income~~and ofcontrol ~~$6,150 as~~has ~~part~~been ~~of assets held for sale~~transferred.

~~Investment~~Unearned ~~In and Valuation of Real Estate Assets~~Revenue

~~Real~~Unearned ~~estate~~revenue ~~assets~~represents ~~are~~billings ~~stated~~or atpayments ~~cost,~~received ~~less~~in ~~accumulated~~advance ~~depreciation~~of revenue recognition and ~~amortization.~~is ~~Amounts~~recognized ~~capitalized~~upon totransfer ~~real~~of ~~estate~~control. ~~assets~~Balances consist ofprimarily ~~the cost~~ of ~~acquisition~~license ~~(excluding~~fees ~~acquisition~~being ~~related~~amortized ~~expenses),~~over ~~construction~~the ~~costs,~~term ~~and~~of ~~mortgage interest during~~ the ~~period~~customer ~~the~~contract ~~facilities are under construction~~ and ~~prior~~customization toservices ~~readiness~~which ~~for~~have ~~occupancy,~~not ~~and~~yet ~~any~~been ~~tenant~~concluded ~~improvements, major improvements~~ and ~~betterments~~are ~~that~~being ~~extend~~deferred using the ~~useful life~~ percentage-of-completion ~~the real estate assets and leasing costs~~method. ~~All repairs and maintenance are expensed as incurred.~~

~~The~~Campground ~~Company~~space isrentals ~~required~~and toconcession make subjective assessments as to the useful lives of its depreciable assets. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life of the assets. Real estate assets, other than land, are depreciated on a straight-line basis over the estimated useful life of the asset.sales

~~The~~Revenues ~~estimated~~from ~~useful~~our ~~lives~~campsite ofoperations from the ~~Company's~~sales ~~real~~of ~~estate~~concession ~~assets~~items, byequipment ~~class~~rentals or campsite locations are ~~generally~~recoded on the cash basis due to the nature of collection of campsite fees and concession items, which occur daily as ~~follows:~~the site is rented and sundry items are purchased.

Land	Indefinite
Buildings	40 years
Tenant improvements	Lesser of useful life or lease term
Intangible lease assets	Lease term

Recent Accounting Pronouncements

~~Revenue~~There ~~Recognition~~were various accounting standards and interpretations issued recently, none of which are expected to have a material effect on the Company’s operations, financial position or cash flows. Refer to Note 2 – Summary of Significant Accounting Policies in the Audited yearend financial statements included herein.

~~Condominium rentals~~22

WeITEM ~~recognize~~7A: QUANTITATIVE ~~rental~~AND ~~income~~QUALITATIVE ~~from~~DISCLOSURES ~~the~~ABOUT ~~lease~~MARKET of our condo spaces ratably over the term of the rental contracts dependent upon the total cash payable to the Company by the tenant under the lease contract, which takes into account any free rental periods or rent escalation clauses granted in the contracts. In the event that tenants continue to rent past the termination date of rental contracts, rents are negotiated and recorded on a month-to-month basis.RISK

~~Campground~~As ~~space~~a ~~rentals~~"smaller ~~and~~reporting ~~concession~~company", ~~sales~~the Company is not required to provide the information required by this Item.

~~Because~~ITEM we8: ~~rent~~FINANCIAL toSTATEMENTS ~~individuals~~AND ~~who~~SUPPLEMENTARY ~~plan~~DATA on engaging in activities that include the consumption of cannabis products while they stay at our campground facilities, we do not document our transactions for the sale of concession items or space or equipment rentals at the facility. We therefore record our revenue on a cash basis.

~~F-9~~ TABLE OF CONTENTS FOR FINANCIAL STATEMENTS

GROW CAPITAL, INC.

	Page
Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-3

Statement of Changes in Stockholders' Equity	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Consolidated Financial Statements	F-6

~~AND SUBSIDIARIES~~23

~~(formerly~~REPORT ~~Grow~~OF ~~Condos,~~INDEPENDENT ~~Inc.)~~REGISTERED PUBLIC ACCOUNTING FIRM

~~NOTES~~To TOthe ~~CONSOLIDATED~~Board ~~FINANCIAL~~of ~~STATEMENTS~~Directors andStockholders of Grow Capital, Inc.

~~Purchase~~Opinion ~~Options~~on the Consolidated Financial Statements

~~From~~We ~~time~~have toaudited ~~time~~the weaccompanying ~~enter~~consolidated ~~into~~balance ~~contracts~~sheets ~~with~~of ~~our~~Grow ~~tenants~~Capital ~~that~~and ~~allow~~its ~~the~~subsidiaries ~~tenants~~ (the ~~right~~“Company”) toas ~~purchase~~of ~~the~~June ~~condominium~~30, ~~spaces~~2020 ~~that~~and ~~they~~2019, ~~rent~~and ~~from~~the ~~us. Those~~related ~~contracts~~consolidated ~~contain~~statements ~~provisions~~of ~~that~~operations, ~~allow~~stockholders’ ~~the~~equity ~~tenant~~(deficit), toand ~~deposit~~cash ~~monthly~~flows orfor ~~quarterly~~each ~~their~~of ~~down~~the ~~payment~~two ~~for~~years ~~the~~ended ~~proposed~~June ~~sale~~30, ~~which~~2020, weand ~~retain~~the asrelated anotes ~~long-term~~(collectively ~~deposit. In~~referred ~~the~~to ~~event~~as ~~that~~ the ~~customer~~consolidated ~~exercises~~financial ~~the~~statements). ~~contract~~In ~~right~~our opinion, the ~~Company~~consolidated ~~and~~financial ~~tenant~~statements ~~determine~~present afairly, ~~fair~~in ~~value~~all ~~and~~material ~~use~~respects, the ~~amount~~consolidated ~~deposited~~financial asposition ~~the~~of ~~tenants down payment against~~ the ~~sales~~Company ~~price. In~~as ~~the~~of ~~event~~June ~~that~~30, ~~the~~2020 ~~tenant~~and ~~rental contract is cancelled~~2019, ~~ends~~and ~~without~~the ~~exercise~~results of ~~the~~its ~~option~~operations orand ~~the~~its ~~tenant~~cash ~~fails~~flows tofor ~~make~~each ~~timely~~of ~~deposits under~~ the ~~purchase~~two ~~option,~~years ~~any~~ended ~~amounts~~June ~~already~~30, ~~held~~2020, ~~under~~in ~~the~~conformity ~~purchase~~with ~~option~~accounting ~~are~~principles ~~forfeited~~generally byaccepted in the ~~tenant~~United inStates ~~their~~of ~~entirety~~America.

~~Advertising~~Explanatory ~~Costs~~ Paragraph on Going Concern

~~Advertising~~The ~~costs~~accompany ~~are~~consolidated ~~expensed~~financial statements have been prepared assuming that the Company will continue as ~~incurred~~a going concern. ~~Advertising~~ As ~~and~~discussed ~~promotion~~in ~~expense~~Note ~~was~~1 ~~$15~~to the consolidated financial statements,~~974~~ ~~and~~the $0Company’s ~~for~~significant operating losses raise substantial doubt about its ability to continue as a going concern. Management’s plans in regards to this uncertainty are included in Note 1 to the ~~fiscal~~consolidated ~~years~~financial ~~ended~~statements. The ~~June~~consolidated ~~30,~~financial ~~2019~~statements ~~and~~do ~~2018,~~not ~~respectively~~include any adjustments that might result from the outcome of this uncertainty.

~~Fair~~Change ~~Value~~in ofAccounting ~~Financial Instruments~~Principle

~~The~~As ~~Company~~discussed ~~follows~~in ~~the~~Note ~~fair~~2 ~~value~~to ~~measurement~~the ~~rules,~~consolidated ~~which~~financial ~~provides~~statements, ~~guidance~~the Company onchanged the ~~use~~manner ~~of fair value~~ in ~~accounting~~which ~~and~~it ~~disclosure~~accounts for ~~assets~~revenue ~~and~~recognition ~~liabilities~~in ~~when~~accordance ~~such~~with ~~accounting~~the ~~and~~adoption ~~disclosure~~of isaccounting ~~called~~standards ~~for~~Codification by(“ASC”) ~~other~~606 ~~accounting~~Revenue ~~literature.~~from ~~These~~Contracts ~~rules~~with ~~establish~~Customers aand ~~fair~~how ~~value~~it ~~hierarchy~~accounts for ~~inputs~~operating toleases bewith ~~used~~the toadoption ~~measure fair value~~ of ~~financial~~ASC ~~assets~~842 ~~and liabilities~~Leases. ~~This hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three levels: Level 1 (highest priority), Level 2, and Level 3 (lowest priority).~~

~~Level 1—Unadjusted~~Basis ~~quoted prices in active markets~~ for ~~identical assets or liabilities that the Company has the ability to access at the balance sheet date.~~Opinion

~~Level 2—Inputs~~These ~~other~~consolidated ~~than~~financial ~~quoted~~statements ~~prices~~are ~~included~~the ~~within~~responsibility ~~Level 1~~of ~~that~~the ~~are~~Company’s ~~observable~~management. ~~for~~Our ~~the~~responsibility ~~asset~~is orto ~~liability,~~express ~~either~~an ~~directly~~opinion oron ~~indirectly.~~the ~~Level 2~~Company’s ~~inputs~~consolidated ~~include~~financial ~~quoted~~statements ~~prices~~based ~~for~~on ~~similar~~our ~~assets~~audits. ~~and~~We ~~liabilities~~are ina ~~active~~public ~~markets,~~accounting ~~quoted~~firm ~~prices~~registered ~~for~~with ~~identical~~the orPublic ~~similar~~Company ~~assets~~Accounting orOversight ~~liabilities~~Board in(United ~~markets~~States) ~~that~~(PCAOB) and are ~~not~~required ~~active,~~to ~~inputs~~be ~~other~~independent ~~than~~with ~~quoted~~respect ~~prices~~to ~~that~~the ~~are~~Company ~~observable~~in ~~for~~accordance with the ~~asset or liability (i~~U.eS.~~, interest~~ ~~rates,~~federal ~~yield~~securities ~~curves,~~laws ~~etc.),~~ and ~~inputs~~the ~~that~~applicable ~~are~~rules ~~derived~~and ~~principally~~regulations ~~from~~of orthe ~~corroborated~~Securities byand ~~observable~~Exchange ~~market~~Commission ~~data~~and bythe ~~correlation or other means (market corroborated inputs)~~PCAOB.

~~Level 3—Inputs~~We ~~are~~conducted ~~unobservable~~our ~~and~~audits ~~reflect~~in accordance with the ~~Company’s~~standards ~~assumptions~~of asthe toPCAOB. ~~what~~Those ~~market~~standards ~~participants~~require ~~would~~that ~~use~~we inplan ~~pricing~~and perform the ~~asset~~audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or ~~liability~~fraud. The Company ~~develops~~is ~~these~~not ~~inputs~~required ~~based~~to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the ~~best~~effectiveness ~~information~~of ~~available~~the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Investments~~Our ~~are~~audits ~~reflected~~included inperforming procedures to assess the ~~accompanying~~risks of material misstatement of the consolidated financial statements, atwhether ~~fair~~due ~~value~~to error or fraud, and performing procedures that respond to those risks. ~~The~~Such ~~carrying~~procedures ~~amount~~included ofexamining, ~~receivables~~on a test basis, evidence regarding the amounts and ~~accounts~~disclosures ~~payable~~in the consolidated financial statements. Our audits also included evaluating the accounting principles used and ~~accrued~~significant ~~expenses~~estimates ~~approximates~~made ~~fair~~by ~~value~~management, ~~due~~as towell as evaluating the ~~short-term~~overall ~~nature~~presentation of ~~those~~the ~~instruments~~consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~The~~/s/L ~~estimated~~J ~~fair~~Soldinger values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of lease receivablesAssociates, ~~accounts payable, and accrued liabilities approximate fair value given their short-term nature or effective interest rates, which constitutes level three inputs.~~ LLC

~~Share-based~~We ~~compensation~~have served as the Company’s auditor since 2017

~~The~~Deer Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. Unregistered stock awards are measured based on the fair market values of the underlying stock on the dates of grant. For service type awardsPark, ~~share-based~~Illinois ~~compensation~~United ~~expense~~States ~~is recognized on a straight-line basis over the period during which the employee is required to provide service in exchange for the entire award. For awards that vest or begin vesting upon achievement~~ of a performance condition, the Company estimates the likelihood of satisfaction of the performance condition and recognizes compensation expense when achievement of the performance condition is deemed probable using an accelerated attribution model.America

~~F-10~~October 13, 2020

~~GROW CAPITAL, INC.~~F-1

AND SUBSIDIARIES

GROW CAPITAL, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
		June 30,	June 30,
ASSETS		2020	2019
CURRENT ASSETS:
Cash	$	246,761	483,430
Subscription receivable		-	150,000
Accounts receivable, net of allowance		67,197	5,903
Accounts receivable, related parties		249,057	-
Interest receivable		1,794	-
Prepaid expenses		68,725	1,435,221
Due from related party		-	16,854
Promissory note receivable		88,510	-
Assets held for sale		-	858,848
Right to use assets, current portion		48,216	-
Other current assets		4,277	-
Total current assets		774,537	2,950,256

Property, plant and equipment, net		842,975	857,599
Intangible assets		200	-
Right to use assets		287,429	-
Deposits		8,117	5,867
TOTAL ASSETS	$	1,913,258	3,813,722

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	498,625	329,980
Accounts payable, related parties		140,463	-
Accrued liabilities		172,678	230,755
Advances from related parties		105,000	105,000
Unearned revenue		25,240	-
Deferred rent		-	2,676
Deferred income tax liability		31,800	-
Lease liability, current portion		45,957	-
Promissory Note, current portion		12,782	8,012
Liability held for sale		-	507,572
Other current liabilities		11,568	-
Total current liabilities		1,044,113	1,183,995

Lease liability		293,664	-
Promissory Note, Long Term portion		583,526	597,347
TOTAL LIABILITIES		1,921,303	1,781,342

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value, 50,000,000 and 5,000,000 shares authorized as at June 30, 2020 and June 30, 2019, none issued and outstanding	$	-	-
Common stock, $0.001 par value, 500,000,000 shares and 175,000,000 shares authorized, 13,097,310 and 7,037,241 issued, issuable and outstanding at June 30, 2020 and June 30, 2019 respectively.		13,097	7,037
Additional paid-in capital		50,066,944	49,766,676
Accumulated deficit		(50,088,086)	(47,741,333)
Total stockholders' equity (deficit)		(8,045)	2,032,380
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	1,913,258	3,813,722

~~(formerly~~The ~~Grow~~accompanying ~~Condos,~~notes ~~Inc~~are an integral part of these audited consolidated financial statements.)

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-2

~~The~~GROW Company capitalizes the cost of issuance grants that cover a period of employment or consulting agreement under contract or performance obligation related to future performance and amortizes the compensation related to these contracts ratably over the period of employment or at percentage of completion or other appropriate method for future performance grants. There are no issuance grants outstanding with a performance term longer than one year at June 30CAPITAL, ~~2019~~INC. ~~Prepaid expenses for the fiscal years ended June 30, 2019 and 2018 include unamortized costs of issuance grants under employment and consulting contracts totalling $1,380,459 and $0, respectively.~~

~~Convertible~~AND ~~debt and beneficial conversion features~~SUBSIDIARIES

~~The~~Consolidated ~~Company~~Statements evaluates embedded conversion features within convertible debt under ASC 815 "Derivatives and Hedging" to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 "Debt with Conversion and Other Options" for consideration of ~~any beneficial conversion features.~~Operations

Stock settled debt

		Fiscal Year Ended
		June 30,
		2020	2019

Revenue	$	317,149	277,294
Revenue, related parties		2,051,355	787,919
Total revenues		2,368,504	1,065,213

Cost of sales, nonrelated parties		1,081,350	267,180
Cost of sale, related parties		186,354	294,613
Total cost of sales		1,267,704	561,793

Gross profit		1,100,800	503,420

Operating expenses
General and administrative		2,499,094	1,828,643
General and administrative, related parties		223,957	82,470
Professional fees		1,233,071	749,998
Depreciation, amortization and impairment		14,624	121,345
Total operating expenses		3,970,746	2,782,456

Loss from operations		(2,869,946)	(2,279,036)

Other income (expense):
Interest expense		(35,963)	(47,265)
Interest income		6,304	-
Total expense, net		(29,659)	(47,265)

Loss from continuing operations		(2,899,605)	(2,326,301)
Income (loss) from discontinued operations		552,852	(2,395)
Net Loss	$	(2,346,753)	(2,328,696)

Basic and diluted net loss per share from continuing operations	$	(0.25)	(0.39)
Basic and diluted income (loss) per share from discontinued operations	$	0.05	(0.00)
Basic and diluted net loss per share	$	(0.20)	(0.39)

Basic and diluted weighted average common shares outstanding		11,724,996	5,912,446

InThe ~~certain~~accompanying ~~instances, the Company will issue convertible~~ notes ~~which~~are ~~contain~~an aintegral ~~provision~~part ~~in which the price~~ of ~~the conversion feature is priced at a fixed discount to the trading price of the Company’s shares of Common Stock as traded in the over-the-counter market. In~~ these ~~instances,~~audited ~~the~~consolidated ~~Company~~financial records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion featurestatements. As of June 30, 2019, and June 30, 2018, the Company had recorded within convertible notes, net of discount, the amount of $0 for the value of the stock settled debt for certain convertible notes (See Note 6).

~~Impairment of long~~F-~~lived assets~~3

~~The~~GROW ~~Company monitors its long-lived assets and finite-lived intangibles for indicators of impairment. If such indicators are present~~CAPITAL, ~~the Company assesses the recoverability of affected assets by determining whether the carrying value of such assets is less than the sum of the undiscounted future cash flows of the assets~~INC. If such assets are found not to be recoverable, the Company measures the amount of such impairment by comparing the carrying value of the assets to the fair value of the assets, with the fair value generally determined based on the present value of the expected future cash flows associated with the assets (See Note 3).

~~Income~~AND ~~taxes~~SUBSIDIARIES

~~Deferred~~Consolidated ~~tax~~Statements ~~assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts~~ of ~~existing~~Changes ~~assets and liabilities and their respective tax bases and net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured at rates expected to apply to taxable income~~ in ~~the~~Stockholders ~~years~~Equity in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is recorded when it is not more likely than not that all or a portion of the net deferred tax assets will be realized.(Deficit)

Net (loss) income per share

	Preferred Shares		Common Stock		Additional	Accumulated	Total
	Shares	Amount	Shares	Amount	Paid-in Capital	Deficit	Shareholders Equity (Deficit)
Balance, June 30, 2018	-	-	4,710,303	4,710	44,902,980	(45,336,236)	(428,546)
Private placements			1,292,714	1,293	1,913,707		1,915,000
Shares issued to Officers, Directors and employees			762,634	763	2,086,609		2,087,372
Shares issued to non-employees for services			214,156	214	766,832		767,046
Conversion of accounts payable into stock			57,434	57	96,548		96,605
Loss for the period						(2,405,097)	(2,405,097)
Balance, June 30, 2019	-	-	7,037,241	7,037	49,766,676	(47,741,333)	2,032,380
Shares issued to acquire related party business			5,533,773	5,534	70,868		76,402
Private placements			318,889	319	354,681		355,000
Shares issued to Officers, Directors and employees for compensation			573,972	574	648,715		649,289
Conversion of accounts payable into stock			88,129	88	134,938		135,026
Shares retired under sale of subsidiary			(454,694)	(455)	(908,934)		(909,389)
Loss for the period						(2,346,753)	(2,346,753)
Balance, June 30, 2020	-	-	13,097,310	13,097	50,066,944	(50,088,086)	(8,045)

~~Basic~~The ~~earnings~~accompanying ~~per~~notes ~~share~~are isan ~~computed~~integral bypart ~~dividing income available to common shareholders by the weighted average number~~ of ~~shares~~these ofaudited ~~Common~~consolidated ~~Stock~~financial ~~outstanding for the period and contains no dilutive securities~~statements. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. For the fiscal year ended June 30, 2019 and 2018, all potentially dilutive securities are anti-dilutive due to the Company's losses from operations.

F-114

GROW CAPITAL, INC.

AND SUBSIDIARIES

~~(formerly~~Consolidated ~~Grow~~Statements ~~Condos,~~of ~~Inc.)~~Cash Flows

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Fiscal Year Ended
	June 30,
		2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,346,753)		(2,328,696)
Loss (gain) from discontinued operations		(552,852)		2,395
Net Loss from continuing operations:		(2,899,605)		(2,326,301)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, amortization, and impairment expense		14,624		121,345
Non-cash interest		-		6,612
Stock based compensation		2,164,782		1,484,059
Right of use asset amortization		3,976		-
Changes in allowance for bad debt		35,350		-
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(20,490)		(54,567)
Accounts receivable		(60,565)		(44,579)
Accounts receivable, related parties		25,199		(270,805)
Interest receivable		(1,794)		-
Accounts payable		70,984		306,432
Account payable, related parties		21,551		118,912
Accrued expenses		(5,056)		122,468
Deferred rent expense		(2,676)		2,676
Unearned revenue		8,670		16,570
Deferred income tax				31,800
Other current liabilities		11,568		-
Net cash used in operating activities		(633,482)		(485,378)

CASH FLOWS FROM INVESTING ACTIVITIES:
Due from related party		16,854		23,415
Cash received from business combination		43,975		-
Purchase of property, plant, and equipment		-		(13,232)
Purchase of intangible assets		-		(200)
Promissory note receivable		(100,000)		-
Partial repayment of note receivable		11,490		-
Net cash (used in) provided by investing activities		(27,681)		9,983

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances (repayment), related party		(66,195)		66,195
Subscription receivable		150,000		-
Proceeds from private placement		355,000		1,765,000
Repayment of promissory note		(9,051)		(8,490)
Net cash provided by financing activities		429,754		1,822,705

CASH FLOWS FROM DISCONTINUED OPERATIONS:
Operating activities		(3,230)		(2,860)
Investing activities		(2,030)		71,774
Financing activities		-		(902,710)
Net cash used in discontinued activities		(5,260)		(833,796)

Net increase (decrease) in cash		(236,669)		513,514
Cash at beginning of period		483,430		13,891
Cash at the end of the period	$	246,761	$	527,405

All dilutive common stock equivalents are reflected in our earnings (loss) per share calculations. Anti-dilutive common stock equivalents are not included in our earnings (loss) per share calculations.


Supplemental Disclosure of Cash Flows Information:
Cash paid for interest, discontinued activities	$	26,867	$	-
Cash paid for income taxes	$	-	$	-
Cash paid for operating lease	$	18,732	$	-

Non-cash Investing and Financing Activities:
Stock issued for prepaid compensation	$	-	$	2,303,195
Stock issued for settlement of accounts payable	$	106,433	$	25,505
Stock settled advances from related party	$	-	$	67,643
Stock returned from sale of WCS	$	909,389	$	-
Assets acquired, net of liabilities, Bombshell	$	76,402	$	-
Repayment of promissory note, under discontinued operation, from escrow	$	-	$	252,141

The ~~following~~accompanying ~~table~~notes ~~sets~~are ~~forth~~an ~~the~~integral ~~number~~part of ~~dilutive~~these ~~shares~~audited ~~outstanding~~consolidated asfinancial ~~of June 30, 2019:~~statements.

Options	500,000
Total dilutive shares	500,000

F-5

~~Reclassification~~GROW CAPITAL, INC. AND SUBSIDIARIES

~~Certain~~NOTES ~~prior~~TO ~~period~~AUDITED ~~balances~~CONSOLIDATED ~~have~~FINANCIAL ~~been reclassified to conform to the current period presentation in the Company’s consolidated financial statements and the accompanying notes.~~STATEMENTS

~~Recent~~Note ~~accounting~~1 ~~pronouncements~~– Organization and Description of Business

InGrow ~~August 2018~~Capital, Inc. (the ~~Securities~~"Company," ~~and~~“we,” ~~Exchange~~or ~~Commission (~~“~~SEC~~us”) ~~adopted~~(f/k/a ~~amendments~~Grown ~~to eliminate~~Condos, ~~integrate, update or modify certain of its disclosure requirements~~Inc.) ~~The~~was ~~amendments~~incorporated ~~are part of the SEC’s efforts to improve disclosure effectiveness and were focused~~ on October ~~eliminating disclosure requirements that have become redundant~~22, ~~duplicative~~1999, ~~overlapping,~~in ~~outdated,~~the orState ~~superseded~~of Nevada.

InOur ~~May~~former ~~2014,~~wholly ~~the~~owned ~~Financial~~subsidiary, ~~Accounting~~WCS ~~Standards~~Enterprises, ~~Board~~LLC (“~~FASB~~WCS”) ~~issued~~is ~~ASU~~an ~~2014-09,~~Oregon ~~Revenue~~limited ~~from~~liability ~~Contracts~~company ~~with~~which ~~Customer~~was ~~(Topic~~formed ~~606).~~on September ~~This~~9, ~~authoritative~~2013 with ~~accounting~~operations ~~guidance~~beginning ~~related~~in toOctober ~~revenue from contracts with customers~~2013. WCS ~~This guidance~~ is a ~~comprehensive~~real ~~new~~estate ~~revenue~~purchaser, ~~recognition~~developer ~~model~~and ~~that~~manager ~~requires~~of aspecific ~~company~~use toindustrial ~~recognize~~properties ~~revenue~~providing to"Condo" ~~depict~~style ~~the~~turn-key ~~transfer~~aeroponics ofgrow ~~goods~~facilities orto ~~services~~support tocannabis afarmers. ~~customer~~WCS atowns, anleases, ~~amount~~sells ~~that~~and ~~reflects~~manages ~~the~~multi- ~~consideration~~tenant itproperties ~~expects~~so as to ~~receive~~reduce inthe ~~exchange~~risk ~~for~~of ~~those~~ownership ~~goods~~and orreduce ~~services.~~costs ~~This~~to ~~guidance~~tenants isand ~~effective~~owners. WCS ~~for~~owned ~~annual~~a ~~reporting~~condominium ~~periods~~property ~~beginning~~in ~~after~~Eagle ~~December 15~~Point, ~~2017.~~Oregon ~~Companies~~(the ~~may~~“Eagle ~~use~~Point ~~either~~Property”). aOn ~~full~~September ~~retrospective~~30, or2019, awe ~~modified~~sold ~~retrospective~~WCS ~~approach~~ to ~~adopt~~the ~~this~~Wayne ~~guidance~~A. ~~The~~Zallen ~~Company~~Trust ~~adopted~~u/a/d/ ~~this~~10/24/2014 ~~updated~~(the ~~accounting~~“Zallen ~~guidance~~Trust”), ~~effective~~of onwhich ~~July~~Wayne 1Zallen, ~~2018~~our ~~using~~former ~~the~~CEO ~~modified~~and ~~retrospective~~Chairman, ~~method.~~is ~~This~~the ~~adoption~~trustee ~~has~~and ~~not had~~ a ~~material~~beneficiary. ~~impact~~See onNote ~~the~~5 ~~Company’s~~for ~~consolidated~~further ~~financial statements~~information.

InOur ~~February~~wholly ~~2016~~owned subsidiary, ~~the~~Resort ~~FASB~~at ~~issued~~Lake ~~ASU 2016-02~~Selmac, ~~“(Topic~~Inc. ~~842) Leases,”~~ (~~“ASU~~formerly ~~2016-02”)~~Smoke ~~which~~on ~~requires~~the ~~lease~~Water, ~~assets~~Inc.) ~~and~~was ~~liabilities~~incorporated toon October be21, ~~recorded~~2016, onin the ~~balance~~State ~~sheet~~of ~~for~~Nevada. The ~~leases~~name ~~with~~change ~~terms~~was ~~greater~~effected ~~than~~February ~~twelve~~3, ~~months~~2020. WeResort ~~adopted~~at ~~this~~Lake ~~ASU~~Selmac ~~and~~is ~~related~~focused ~~amendments~~on ~~effective~~operating ~~July~~properties 1,in ~~2019~~the RV and ~~will~~campground ~~elect~~rental ~~certain~~industry ~~practical~~and ~~expedients~~currently ~~permitted~~owns ~~under~~ the ~~transition~~Lake ~~guidance.~~Selmac ~~Additionally,~~Resort welocated ~~will~~at ~~elect~~2700 ~~the~~Lakeshore ~~optional~~Drive, ~~transition~~Selma, ~~method~~Oregon ~~that allows for a cumulative-effect adjustment in~~ (the ~~period~~“Lake ofSelmac ~~adoption and will not restate prior periods~~Property”).

~~Management~~Our ~~has~~wholly ~~considered~~owned ~~all~~subsidiary ~~recent~~Bombshell ~~accounting~~Technologies, ~~pronouncements~~Inc. ~~issued~~(“Bombshell”), was formed as Bombshell Technologies, LLC on November 5, 2018 and ~~their~~converted ~~potential~~into ~~effect~~a C corporation on ~~our~~June ~~financial~~24, ~~statements~~2019. We ~~The~~acquired ~~Company's~~Bombshell ~~management~~on ~~believes~~July ~~that~~23, ~~these~~2019 ~~recent~~(See ~~pronouncements~~Note ~~will~~4). Bombshell ~~not~~is ~~have~~ a ~~material~~full-service ~~effect~~design and software development company focused on developing and selling software to financial services firms and advisors and is the ~~Company’s~~first acquisition as part of our strategic shift into the financial ~~statements~~technology (“FinTech”) sector and related sectors.

~~Note~~On 3June –22, 2018, the Board of Directors of the Company approved an amendment to our articles of incorporation to increase our authorized capital to ~~Assets~~180,000,000 shares, ~~Held~~consisting of 175,000,000 shares of common stock (“Common Stock”), par value $0.001, and 5,000,000 shares of preferred stock (“Preferred Stock”), par value $0.001 (the “Recapitalization”) and to change the name of the Company to “Grow Capital, Inc.” The Company filed articles of amendment with the State of Nevada to effect the aforementioned changes on July 10, 2018 and August 28, 2018, respectively. The Company received approval from the Financial Industry Regulatory Authority ("FINRA") for ~~Sale~~the above noted corporate actions on August 8, 2019.

~~(1)Assets~~On inJuly ~~Oregon~~23, ~~within~~2019, and effective July 25, 2019, the ~~Pioneer~~Board ~~Business~~of ~~Park~~ Directors of the Company and the holders of our outstanding capital stock having a majority of the voting power, respectively, adopted resolutions to amend and restate our articles of incorporation to increase our authorized capital to 550,000,000 shares, consisting of 500,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock. The effective date of the aforementioned actions was August 29, 2019.

In ~~April~~connection ~~2016~~with its name change, the Company ~~purchased~~adopted a ~~parcel~~business ofplan ~~land~~focused ~~near~~on ~~Eugene,~~shifting ~~Oregon~~the ~~within~~Company’s strategy away from rental activities focused in the ~~Pioneer~~cannabis ~~Business~~industry ~~Park~~and (into the FinTech sector and related sectors. In connection with this strategy, the Company hired a new Chief Executive Officer (“~~Pioneer~~CEO”) ~~Property~~and Chief Financial Officer (“CFO”) ~~from~~and appointed a ~~private~~new ~~seller~~chairman ~~for~~of the ~~amount~~Company’s board of ~~$326~~directors (the “Board”),~~629 plus~~ ~~closing~~all ~~costs~~of whom have significant experience in the FinTech sector. AsThe ~~part~~Company ofintends ~~the~~to ~~purchase~~acquire FinTech companies, ~~the~~such ~~Seller~~as ~~financed~~Bombshell ~~through~~(see Note 4), with a ~~note~~clear ~~payable~~niche ~~$267,129~~ and strong leadership and use its experience and understanding of the ~~purchase~~FinTech ~~price~~sector ~~(See~~and ~~Note~~access 3)to the public markets to help its acquisitions grow. The ~~intent~~Company is currently in the process of identifying and pursuing suitable acquisitions. In connection with the shift in the Company’s ~~was~~strategy toaway ~~build~~from anrental ~~industrial~~activities ~~condominium~~focused ~~building~~in onthe cannabis industry, the ~~parcel~~Company sold WCS on September 30, ~~akin~~2019 and its operations up to the ~~Eagle~~date ~~Point~~of ~~Property~~sale were included as Assets and Liabilities’ Held for Sale. ~~The~~ (Note 5). While the Company ~~was~~actively ~~unable~~marketed tothe ~~secure~~Resort ~~additional~~at ~~funding~~Lake ~~via~~Selmac ~~debt~~during orthe ~~equity~~first and ~~due~~second toquarters ~~the~~of ~~hostility~~fiscal of2020, given the ~~local~~current ~~county~~market ~~government~~conditions, ~~towards~~the Company let the ~~intended~~listing ~~operations~~agreement ofexpire ~~the~~on ~~tenants~~March 31, 2020 and ~~consequently,~~we decided to continue operating the business until such time as a viable exit strategy for the resort is identified. As the Company ~~abandoned~~looks ~~those~~to ~~plans~~continue to expand in ~~late~~the ~~calendar~~financial ~~2017~~technology and related sectors, Grow Capital expects to identify suitable acquisitions, complete those acquisitions, and grow those companies. Any potential acquisitions or divestitures remain subject to final agreements, due diligence, and typical closing conditions.

InReverse ~~December~~Stock 2017, the Company made the decision to put the Pioneer Property up for sale, retained a sales agent and listed the Pioneer Property for sale at a purchase price of $399,000. At that time the Company impaired all costs Split

FOn May 13, 2020, the Company’s board of directors and stockholders approved an amended and restated certificate of incorporation to, among other things, effect a reverse split on the outstanding shares of the Company’s common stock on a one-12for-20 basis (the “Reverse Stock Split”). The Reverse Stock Split became effective on July 30, 2020 and has been shown on a retroactive basis within all periods presented. The par values of the common were not adjusted as a result of the reverse stock split.

~~GROW CAPITAL, INC.~~F-6

GROW CAPITAL, INC. AND SUBSIDIARIES

~~(formerly~~NOTES ~~Grow~~TO ~~Condos,~~AUDITED ~~Inc.)~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~Going ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~Concern

~~incurred~~During ~~towards~~the ~~development~~fiscal ofyear ended June 30, 2020 and June 30, 2019, the ~~land~~Company ~~which~~reported ~~amounted~~a tonet loss of $312,~~843 The~~346,753 ~~financial~~and ~~statements~~$2,328,696, ~~show~~respectively. ~~the~~Working ~~value~~capital deficit which totaled approximately $269,576 with approximately $246,761 of ~~the~~cash ~~land~~on ~~and~~hand. Cash ~~the~~used ~~related~~in ~~mortgage~~operations ~~under~~was ~~Assets~~in ~~Held~~excess of this amount for ~~Sale~~the ~~and~~year ~~Liabilities~~ended ~~Held~~June ~~for~~30, ~~Sale~~2020. onThe ~~the~~Company ~~balance~~believes ~~sheet~~that as of June 30, ~~2018~~2020 its existing capital resources are not adequate to enable it to fully execute its business plan. While the Company successfully acquired a second operating business subsequent to fiscal year end, ~~respectively~~including additional operations complementary to its recently acquired subsidiary, Bombshell Technologies, management believes we will require additional capital resources to fully implement our business plan, which includes the acquisition of additional operations. While Inthe ~~September~~Company`s ~~2018~~subsidiary provided approximately $1,100,000 in gross profit to offset operational overhead in the period, revenues are presently not sufficient to meet the Company’s ~~completed~~ongoing expenditures. The Company is actively working to increase the ~~sale~~customer ofbase and gross profit in Bombshell Technologies in order to achieve net profitability by the ~~Pioneer~~close ~~Property~~of ~~for~~fiscal a2021. The addition of another operating entity subsequent to June 30, 2020, is expected to contribute additional gross ~~sales~~profits ~~price~~to offset operational overheads. The additional growth plans include the acquisition of ~~$349~~several new customers,~~000 (See~~ ~~Note~~an 3)increase to the users currently subscribed to our software, as well as increased sales of customization services to new and existing customers. ~~After~~ ~~payment~~The Company intends to rely on sales of ~~all~~our ~~closing~~unregistered ~~costs~~common stock, loans and advances from related parties to meet operational shortfalls until such time as we achieve profitable operations. If the Company ~~recorded~~fails ato ~~loss~~generate positive cash flow or obtain additional financing, when required and on ~~sale~~acceptable terms, the Company may have to modify, delay, or abandon some or all of ~~approximately~~its $5business and expansion plans,~~400~~ and potentially cease operations altogether. Consequently, the aforementioned items raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

~~(2)WCS Enterprises,~~Covid-19 ~~Inc.~~ Pandemic

InThe recent COVID-19 pandemic could have an adverse impact on our ongoing operations. To date the ~~quarter~~Company’s ~~ended~~primary ~~March~~operating 31segment, ~~2019~~Bombshell, has not experienced a decline in sales as a result of the impact of COVID 19. The Company’s ~~began~~operations toin ~~actively~~the ~~market~~FinTech ~~WCS~~sector ~~for~~are ~~sale~~carried out with a limited amount of person to person contact and ~~has~~we ~~begun~~do ~~negotiations~~not ~~with~~expect ~~certain~~an ~~parties~~impact ~~for~~on ~~the~~these ~~sale~~operations as a result of ~~WCS~~COVID 19, ~~subject~~however, the full effect of the COVID-19 outbreak continues to ~~diligence,~~evolve ~~negotiation~~as of athe ~~purchase~~date ~~agreement~~of this report, is highly uncertain and ~~fulfillment~~subject to change. Operations of ~~typical~~the ~~closing~~Company’s ~~conditions~~Resort at Lake Selmac property were delayed until July 2020 when the government permitted the resort to reopen. InManagement does ~~connection~~not ~~with~~expect ~~these~~the ~~efforts,~~delay ~~management~~in ~~has~~opening ~~determined~~the ~~that~~resort itfor the 2020-2021 season to substantially impact profitable operations for this business in the long term. Management is ~~appropriate~~actively monitoring the situation but given the daily evolution of the COVID-19 outbreak, the Company is not able to ~~classify~~estimate ~~WCS~~the aseffects ~~Assets~~of ~~Held~~the ~~for~~COVID-19 ~~Sale~~outbreak on its operations or financial condition in the next 12 months. While significant uncertainty remains, the Company does not believe the COVID-19 outbreak will have a negative impact on its ability to raise additional financing, conclude the acquisition of targeted business operations or reach profitable operations.

OnNote ~~September~~2 ~~30,~~– Summary ~~2019, the Company entered into a membership interest purchase agreement with the Zallen Trust pursuant to which the Company sold all~~ of ~~the~~Significant ~~Company’s~~Accounting membership interests in WCS for an aggregate purchase price of $782,450. The Zallen Trust paid the purchase price by transferring to the Company 8,693,888 shares of the Company’s Common Stock, valued at $0.09 per share. The Purchase Agreement also provided that Mr. Zallen transfer to the Company an additional 400,000 shares of Common Stock to settle $36,000 in back rent owed at the time of the sale. The Company retired all of the shares received as a result of the transaction. In connection with the sale of WCS, the Company and Mr. Zallen entered into a separation and release of claims agreement pursuant to which the Company and Mr. Zallen provided a mutual release of claims against the other party and such party’s affiliates, including all claims related to Mr. Zallen’s service as an officer, employee, and director of the Company. The release of claims by Mr. Zallen resulted in the forgiveness of salary accruals of approximately $367,000 for services provided up to June 30, 2018. Policies

~~(3)Smoke~~Basis onof ~~the Water~~ Presentation

OnThe ~~September~~accompanying 4,consolidated ~~2019~~financial ~~the~~statements ~~Company~~have ~~entered~~been ~~into~~prepared aby ~~listing agreement for~~ the ~~sale~~Company ofin ~~the~~accordance ~~Smoke on the Water site location for an offering price of $850,000,~~ with ~~expected~~accounting 6%principles ~~sales~~generally ~~commission.~~accepted Inin ~~connection~~the ~~with~~United ~~these~~States ~~efforts~~("GAAP"), ~~management~~and ~~has~~pursuant ~~determined that it is appropriate~~ to ~~classify~~ the ~~Smoke~~rules ~~on the Water site location as Assets Held for Sale,~~ and ~~all~~regulations ~~related operations are classified as discontinued. At June 30, 2019 the Company recorded a impairment change~~ of ~~$112,000 based on~~ the ~~expected~~Securities ~~sales~~and ~~price~~Exchange ~~less~~Commission ~~costs of sale compared to~~ (the ~~carrying value at June 30, 2019~~"SEC").

~~The Results of the Discounted Operations which included the results of Smoke on the water and WCS are as follows:~~ F-7

		Fiscal Year Ended
		June 30,
		2019		2018
Net revenues	$	341,016	$	330,850
Operating expenses
Cost of revenue		100,096		80,034
General and administrative		204,263		181,553
Depreciation, amortization and impairment		141,469		61,267
Total operating expenses		445,828		322,854
Income (Loss) from operations		(104,812)		7,996
Gain on cancellation of purchase option		-		25,900
Interest expense		(54,622)		(87,349)
Income (loss) from discontinued operations	$	(159,434)	$	(53,453)

GROW CAPITAL, INC. AND SUBSIDIARIES

~~F-13~~NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~GROW~~Note ~~CAPITAL,~~2 ~~INC.~~– Summary of Significant Accounting Policies (continued)

~~AND SUBSIDIARIES~~Consolidation

~~(formerly~~These condensed consolidated financial statements include the accounts of Grow ~~Condos~~Capital, Inc. and its wholly owned subsidiaries, WCS (up until disposal in September 2019), Bombshell Technologies Inc. and Resort at Lake Selmac, Inc, as of June 30, 2020. All significant intercompany accounting transactions have been eliminated as a result of consolidation. In addition to consolidation for the fiscal year ended June 30, 2019 financial results are “combined” with respect to the operations of Bombshell Technologies, Inc. under the requirements of ASC 850-50-45, which results impact the statements of operations and statements of cash flows to include operations of Bombshell Technologies Inc. as though it had been acquired on inception.

~~NOTES~~Use TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Estimates

~~Groups~~The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities ~~held~~and ~~for~~disclosure ~~sale~~of ascontingent assets and liabilities at the date of ~~June~~the ~~30,~~financial ~~2019~~statements and ~~2018:~~the reported amounts of revenues and expenses during the reporting period. Significant items subject to estimates and assumptions include our allowance for doubtful accounts and useful lives of our fixed assets related to Lake Selmac. Actual results could differ from those estimates.

		June 30,		June 30,
		2019		2018
ASSETS:
Lease receivable	$	32,307	$	2,440
Prepaid expenses		13,449		4,309
Property, plant and equipment, net		1,606,097		2,067,884
Other assets		6,650		6,650
TOTAL ASSETS	$	1,658,503	$	2,081,283
LIABILITIES:
Accounts payable and accrued liabilities	$	385,647	$	393,735
Mortgage		605,359		1,767,427
Other liabilities		79,100		79,100
TOTAL LIABILITIES		1,070,106		2,240,262
NET ASSETS	$	588,397	$	(158,979)

Cash and Cash Equivalents

For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (43)~~Mortgages~~ ~~Payable~~ months or less at the time of purchase.

~~(i)Mortgage~~Concentration ~~related~~of toCredit ~~assets held for sale on Pioneer Property and Eagle Mountain Property~~ Risk

	June 30, 2019		June 30, 2018
Liability held for sale – Mortgages on Eagle Mountain Property	$	-	$	902,711
Liability held for sale – Mortgage on Pioneer Property		-		250,868
	$	-	$	1,153,579

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At June 30, 2020 and June 30, 2019, the Company had $0 and $212,985 in excess of the FDIC insured limit, respectively.

InAccounts ~~2013,~~Receivable upon the acquisition of the Eagle Point Property, WCS assumed the sellers’ mortgage from People’s Bank of Commerce, NA (“People’s Bank”). The original principal amount of the mortgage was $930,220, had an interest rate equal to People’s Bank’s prime rate plus 1.75%, required 58 monthly payments of $5,946 and ~~required~~Allowance afor ~~balloon~~Doubtful payment of $802,294 on June 28, 2018, the maturity date. The mortgage was secured by liens against certain properties owned by the seller. In August 2018, the Company paid the mortgage in full. As of June 30, 2019, and June 30, 2018, the balance on the mortgage was $0 and $797,476, respectively.Accounts

InThe ~~2013,~~Company ~~after~~determines the ~~acquisition~~allowance offor ~~the~~doubtful ~~Eagle~~accounts ~~Point~~by ~~Property,~~considering ~~WCS entered into~~ a ~~second~~number ~~mortgage~~of ~~with~~factors, ~~People’s~~including ~~Bank for~~ the ~~amount~~length of ~~$120,000. The~~time ~~mortgage~~the ~~had~~accounts anreceivable ~~interest~~are ~~rate~~beyond ~~equal~~the tocontractual ~~People’s~~payment ~~Bank’s prime rate plus 3%~~terms, ~~required~~previous 56loss ~~monthly payments of $883~~history, and ~~required~~the acustomer’s ~~balloon~~current ~~payment~~ability ofto ~~$104,329~~pay onits ~~October~~obligation. ~~15,~~When ~~2018,~~ the ~~maturity~~Company ~~date. The~~becomes ~~mortgage~~aware ~~was~~of ~~collateralized by~~ a ~~deed~~specific ofcustomer’s ~~trust~~inability ~~and~~to ~~assignment~~meet ofits ~~rents~~financial ~~with~~obligations to the ~~seller~~Company, ~~and WCS in~~ the ~~amount~~Company ofrecords ~~$120,000. In~~a ~~August~~charge ~~2018,~~to the ~~Company~~allowance ~~paid~~to reduce the ~~mortgage~~customer’s inrelated ~~full~~accounts. AsAt of June 30, ~~2019~~2020, ~~and~~the ~~June~~allowance ~~30,~~for ~~2018,~~doubtful ~~balance~~accounts ontotaled ~~the~~approximately ~~mortgage was~~ $~~0 and $105~~35,~~235, respectively~~350.

~~(i)Mortgage~~Lease ~~related~~Receivables ~~to assets held for sale on Pioneer Property~~ and ~~Eagle~~deferred ~~Mountain Property (continued)~~ rent

InLease ~~April~~receivables ~~2016~~are recognized when rents are due, asand ~~more~~for ~~fully~~the ~~described~~straight-line inadjustment ~~Note~~to 3,rents over the ~~Company~~term ~~acquired~~of the ~~Pioneer~~lease ~~Property~~less ~~and~~an ~~entered~~allowance ~~into~~for aexpected ~~mortgage~~uncollectible ~~with~~amounts. Inherent in the ~~seller~~assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the ~~amount~~customer's ofwillingness ~~$267~~or ability to pay,~~129. The~~ ~~mortgage~~the ~~originally~~Company's ~~had~~compliance anwith ~~interest~~lease ~~rate~~terms, the effect of 6% ~~per~~general ~~annum~~economic conditions and athe ~~maturity~~ongoing ~~date~~relationship ofwith the ~~earlier~~customer. ofAccounts ~~(a)~~with ~~October~~outstanding 1,balances ~~2017~~longer orthan the ~~date~~payment ~~construction~~terms ~~begins~~are considered past due. We do not charge interest on ~~the~~past ~~condominium~~due ~~building~~balances. ~~proposed~~The toCompany bewrites ~~built~~off lease receivables when it determines that they have become uncollectible after all reasonable collection efforts have been made. In If ~~October~~we ~~2017~~record bad debt expense, the ~~Company~~amount ~~entered~~is ~~into~~reflected anas ~~amended~~a ~~mortgage~~component byof ~~making~~operating aexpenses in the statements of operations.

F-148

GROW CAPITAL, INC. AND SUBSIDIARIES

~~AND~~NOTES ~~SUBSIDIARIES~~TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~(formerly~~Note ~~Grow~~2 ~~Condos,~~– Summary ~~Inc.~~of Significant Accounting Policies (continued)

~~NOTES~~Leases ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~principal~~In ~~payment~~February ~~of $15~~2016,~~000 and~~ ~~financing~~ the ~~remaining~~Financial ~~balance~~Accounting ofStandards ~~$252,129~~Board (“FASB”) issued ASU No. ~~The~~ ~~amended~~2016-02 ~~mortgage~~– Topic ~~bears~~842 ~~interest~~Leases. ASU at2016-02 requires that most leases be recognized on the ~~rate~~financial statements, specifically the recognition of 6% ~~per~~right-to-use ~~annum~~assets and ~~required~~related ~~interest~~lease ~~only~~liabilities, ~~monthly~~and ~~payments~~enhanced ofdisclosures ~~$1,261~~about ~~from~~leasing ~~November~~arrangements. ~~2017~~ASU ~~through~~2016-02 ~~June~~is effective for fiscal years beginning after December 15, 2018, ~~with~~including ~~the~~interim ~~remaining~~periods ~~amount~~within ~~due~~those infiscal years. The standard requires using the ~~form~~modified ofretrospective atransition ~~final~~method ~~balloon~~and ~~payment~~apply inASU ~~July~~2016-02 ~~2018. As~~either ~~noted~~at ~~above~~(i) inlatter ~~Note~~of 3,the earliest comparative period presented in ~~September~~the ~~2018,~~financial statements or commencement date of the ~~Company~~lease, ~~closed~~or on(ii) the ~~sale~~beginning of the ~~parcel~~period of ~~land~~adoption. ~~acquired~~The ~~with~~Company ~~financing~~has ~~provided~~elected byto apply the ~~mortgage. As~~standard aat ~~condition~~the beginning period of ~~the~~adoption, ~~sale~~July 1, ~~the~~2019 ~~mortgage~~which ~~was~~resulted ~~fully~~in ~~repaid~~no atcumulative ~~closing.~~adjustment Asto ofretained ~~June~~earnings. On July 30, ~~2019~~2018, ~~and~~the ~~June~~FASB ~~30,~~issued ASU 2018-11 to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU 2016-02 (codified as ASC 842). Specifically, under the ~~balance~~amendments onin ASU 2018-11: (i) Entities may elect not to recast the ~~mortgage~~comparative ~~was~~periods ~~$0 and~~presented ~~$250~~when transitioning to ASC 842 (Issue 1),~~868,~~ ~~respectively~~and (ii) Lessors may elect not to separate lease and nonlease components when certain conditions are met (Issue 2).

~~(ii)Mortgage~~The ~~related~~Company has elected to ~~assets~~apply ~~held~~the short-term scope exception for ~~sale~~leases with terms of 12 months or less at the inception of the lease and will continue to recognize rent expense on ~~Smoke~~a straight-line basis. As a result of the adoption, on July 1, 2019, the ~~Water~~ Company recognized a lease liability of approximately $291,753, which represented the present value of the remaining minimum lease payments using an estimated incremental borrowing rate of 6.75%. As of July 1, 2019, the Company recognized a right-to-use asset of approximately $289,089 million. Lease expense did not change materially as a result of the adoption of ASU 2016-02.

		June 30, 2019				June 30, 2018
Liability held for sale on Smoke on the Water		$	605,359			$	613,848

Intangible Assets

In March 2017, as more fully described in Note 3, the Company acquired the Lake Selmac Property. Upon closing, the Company entered into mortgage payable with the seller in the amount of $625,000 with a maturity date of March 6, 2022. The mortgage had an interest rate of 5% per annum covering the monthly payments of $3,355 for the initial 12 months, which increased to 6% per annum for the monthly payments of $3,747 for the following 48 months. Upon maturity, the remaining balance due on the note is required to be paid through a balloon payment. In fiscal year periods ended June 30, 2019, the Company’s ~~paid~~intangible ~~$8,489~~assets toconsist ~~the principal~~ of ~~mortgage~~intellectual ~~and~~property ~~$41,493~~with tominimal ~~the interests of the mortgage~~value. ~~As of June 30, 2019, and June 30, 2018, the balance on the mortgage was $605,359 and $613,848, respectively. The note is unsecured.~~

AsInvestment ofIn ~~June~~and ~~30,~~Valuation ~~2019, the approximate future aggregate principal payments in respect~~ of ~~our~~Real ~~current~~Estate ~~obligations were as follows:~~Assets

2020	$	8,012
2021		9,419
2022		587,928
	$	605,359

Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition (excluding acquisition related expenses), construction costs, and mortgage interest during the period the facilities are under construction and prior to readiness for occupancy, and any tenant improvements, major improvements and betterments that extend the useful life of the real estate assets and leasing costs. All repairs and maintenance are expensed as incurred.

~~Note~~The 4Company ~~– Property~~is ~~and~~required ~~Equipment~~to make subjective assessments as to the useful lives of its depreciable assets. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life of the assets. Real estate assets, ~~Net~~other than land, are depreciated on a straight-line basis over the estimated useful life of the asset.

~~Property~~The ~~and~~estimated ~~improvements~~useful ~~consisted~~lives of the ~~following~~Company's asreal ofestate ~~June~~assets ~~30,~~by ~~2019~~class ~~and~~are ~~June~~generally ~~30,~~as ~~2018~~follows:

		June 30, 2019		June 30, 2018
Land	Indefinite
Cost
Buildings	40 years
Leaseholder improvement		$	67,644	$	-
Tenant improvements	Lesser of useful life or lease term
Furniture and Fixtures			1,875		1,875
Intangible lease assets	Lease term
			69,519		1,875
Less: accumulated depreciation and impairment			(1,747)		(982)
		$	67,772	$	893

~~Depreciation expense (excluding impairment) amounted to $765 and $268, for the fiscal year ended June 30, 2019 and 2018, respectively.~~F-9

~~F-15~~GROW CAPITAL, INC. AND SUBSIDIARIES

~~GROW~~NOTES ~~CAPITAL,~~TO ~~INC.~~AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~AND~~Note ~~SUBSIDIARIES~~2 – Summary of Significant Accounting Policies (continued)

~~(formerly~~Impairment ~~Grow~~of ~~Condos,~~long-lived ~~Inc.)~~assets

~~NOTES~~The TOCompany ~~CONSOLIDATED~~monitors ~~FINANCIAL~~its ~~STATEMENTS~~long-lived assets and finite-lived intangibles for indicators of impairment. If such indicators are present, the Company assesses the recoverability of affected assets by determining whether the carrying value of such assets is less than the sum of the undiscounted future cash flows of the assets. If such assets are found not to be recoverable, the Company measures the amount of such impairment by comparing the carrying value of the assets to the fair value of the assets, with the fair value generally determined based on the present value of the expected future cash flows associated with the assets (See Note 6).

~~Note~~Share-based ~~5 – Accrued Liabilities~~compensation

~~Accrued~~The ~~Liabilities~~Company ~~at June~~measures 30the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. Unregistered stock awards are measured based on the fair market values of the underlying stock on the dates of grant. For service type awards, ~~2019 and June~~share-based 30compensation expense is recognized on a straight-line basis over the period during which the employee is required to provide service in exchange for the entire award. For awards that vest or begin vesting upon achievement of a performance condition, ~~2018~~the ~~consist~~Company estimates the likelihood of satisfaction of the ~~following:~~performance condition and recognizes compensation expense when achievement of the performance condition is deemed probable using an accelerated attribution model.

	Fiscal year Ended June 30,
	2019		2018
Accrued salaries and wages	$	113,823	$	189,220
Accrued expenses		156,469		34,001
	$	270,292	$	223,221

The Company capitalizes the cost of issuance grants that cover a period of employment or consulting agreement under contract or performance obligation related to future performance and amortizes the compensation related to these contracts ratably over the period of employment or at percentage of completion or other appropriate method for future performance grants. There were no issuance grants outstanding with a performance term longer than one year at June 30, 2020 and June 30, 2019. Prepaid expenses for the fiscal year ended June 30, 2020 and fiscal year ended June 30, 2019 include unamortized costs of issuance grants under employment and consulting contracts totaling $0 and $1,380,459, respectively.

~~Note~~Revenue 6Recognition ~~– Convertible~~under ~~Notes~~ASC ~~Payable~~606

AtThe ~~June~~Company 30has adopted accounting standard, ASC ~~2019~~606 “Revenue from Contracts with Customers” and ~~June~~all ~~30,~~related ~~2018,~~amendments ~~convertible~~to ~~notes~~the ~~payable~~new ~~consisted~~accounting ofstandard ~~the~~to ~~following:~~contracts.

	June 30, 2019		June 30, 2018
Principal amount	$	-	$	-
Liability on stock settled debt		-		-
Less: unamortized debt discount		-		-
Convertible notes payable, net	$	-	$	-

Revenues from contracts with customers are recognized when control of promised goods and services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

~~Auctus~~The ~~Fund,~~Company ~~LLC~~recognizes ~~Agreement~~revenue using the five-step model as prescribed by ASC 606:

~~On January~~1) ~~23,~~Identification ~~2017 the Company entered into a convertible promissory note with Auctus Fund, LLC, and received net proceeds~~ of ~~$150,000 in~~ the ~~gross amount of $175~~contract,~~000.~~ ~~The~~or ~~Company paid original issuance cost of $25~~contracts,~~000~~ ~~in connection~~ with ~~this note which will be amortized over the term of the note. The Note had~~ a ~~maturity~~customer; ~~date~~2) ~~of October~~Identification ~~23, 2017 and interest at 10% per annum with fixed conversion price~~ of ~~50% of~~ the ~~lowest~~performance ~~closing~~obligations price for the 10 trading days prior to the conversion date. The Company recorded $175,000 as liability on stock settled debt associated with this convertible note. In connection with the issuance of the Note the Company also issued a one-year warrant to purchase 150,000 of Common Stock of the Company at $0.85 subject to adjustment for standard anti-dilution events. The warrant had a term of 21 months, which expired in ~~October 2018. The Company has granted~~ the ~~holder~~contract; ~~piggy~~3) ~~back~~Determination ~~rights for the Common Stock underlying the convertible debenture and warrants. Total beneficial conversion feature discount recognized was $325,000 which is being amortized over the terms~~ of the ~~convertible~~transaction ~~notes~~price; ~~payable. During~~4) ~~the~~Allocation ~~year ended June 30, 2018, the Company recognized interest expense~~ of ~~$136,905 related to~~ the ~~amortization~~transaction ofprice ~~the beneficial conversion feature discount and $10,531 related~~ to the ~~amortization~~performance ofobligations ~~original issuance cost.~~in ~~As of June 30, 2018,~~ the ~~unamortized~~contract; ~~balance of beneficial conversion feature was $nil~~ and ~~the~~5) ~~unamortized~~Recognition ~~balance~~ of ~~original issuance~~revenue ~~cost was~~when ~~$nil. During~~or ~~the year ended June 30~~as, ~~2018, Auctus gave notice of conversion and~~ the Company ~~issued~~satisfies ~~13,403,839~~a ~~shares~~performance ~~of its Common Stock in full satisfaction of the entire principal and accrued interest balance under the note of $175,000~~obligation.

~~Tangiers~~When ~~Financing~~a ~~Agreement:~~contract with a customer is signed, the Company assesses whether collection of the fees under the arrangement is probable. The Company estimates the amount to reserve for uncollectible amounts at the end of each reporting period based on the aging of the contract balance, current and historical customer trends, and communications with its customers. These reserves are recorded against the related accounts receivable.

On January 20, 2017 the Company entered into a convertible promissory note in the amount of $165,000. The Note was due July 20, 2017 and had an interest rate of 10% and was convertible into shares of the Company's Common Stock at $0.85 per share, unless the event of a default, at which time the conversion rate changes to a fixed 50% discount to the lowest prior 10F-day trading price. The note was issued with a $15,000 original issue discount. In connection with the issuance of the note the Company also issued a one-year warrant to purchase 150,000 of Common Stock of the Company at $0.85 subject to adjustment for standard anti-dilution events. The warrant had a term of one year. The Company has granted the holder piggy back rights for the Common Stock underlying the convertible 10

~~F-16~~GROW CAPITAL, INC. AND SUBSIDIARIES

~~GROW~~NOTES ~~CAPITAL,~~TO ~~INC.~~AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~AND~~Note ~~SUBSIDIARIES~~2 – Summary of Significant Accounting Policies (continued)

~~(formerly~~Revenue ~~Grow~~Recognition ~~Condos,~~under ~~Inc.~~ASC 606 (cont’d)

~~NOTES~~The TOtransaction ~~CONSOLIDATED~~price ~~FINANCIAL~~is ~~STATEMENTS~~the consideration that the Company expects to receive from its customers in exchange for its products or services. In determining the allocation of the transaction price, the Company identifies performance obligations in contracts with customers, which may include subscriptions to software and services, support, professional services and customization. In the case of the Company’s software contracts and support services prices are predetermined based on the specific terms of the contract either in flat fee customization/license fee charges or as hourly support and/or software customization charges. Charges relative to license fees are amortized over the term of the license. Charges relative to customization of the software are charged over the term of the scope of work on a percentage of completion basis. Charges relative to support and ongoing services and professional fees are charged when incurred and control has been transferred or the work has been completed.

~~debenture~~License and warrants. Total beneficial conversion feature discount recognized was $140,000 which being amortized over the term of the convertible note payable. On July 20, 2017, the Company recognized additional beneficiary conversion feature in the amount of $110,000 upon default for non-payment. During the year ended June 30, 2018, the Company recognized interest expense of $115,470 related to the amortization of the beneficial conversion feature discount and $2,762 related to the amortization of original issuance cost and legal fees. ~~As of June 30, 2018 the unamortized balance of beneficial conversion feature was $nil~~ and ~~the~~customization ~~unamortized balance~~ of original issuance cost was $nil. During the year ended June 30, 2018, Tangiers gave notice to the Company and converted the entire principal and accrued interest under the note of $165,000 into 15,023,320 shares of Common Stock of the Company.software

~~EMA~~License ~~Financing~~and ~~Agreement:~~implementation fees are charged as flat fees which are amortized over the term of the contract. For contracts with elements related to customized software solutions and certain build-outs or software systems that require significant modification or customization, the Company will recognize revenue using the percentage-of-completion method. In using the percentage-of-completion method, revenues are generally recorded based on completion of milestones under a scope of work or based on total estimated cost of work and percentage completion as at the balance sheet date.

OnSoftware January 9, 2017 the Company entered into a convertible promissory note with EMA Financial LLC and received net proceeds of $150,000 on the gross amount of $175,000. The Company paid the original issuance cost of $25,000 in connection with this note which will be amortized over the term of the note. The note had a maturity date of January 9, 2018 and an interest rate of 10% per annum with a fixed conversion price of 50% of the lowest closing price for the 10 trading days prior to the conversion date. The Company recorded $175,000 as liability on stock settled debt associated with this convertible note. Total beneficial conversion feature discount recognized was $325,000 which was amortized over the terms of the convertible note payable. As of June 30, 2018, and 2019, the unamortized balance of beneficial conversion feature was $nil and the unamortized balance of original issuance cost was $nil. During the year ended June 30, 2018, EMA gave notice to the Company and converted the entire principal and accrued interest under the note of $175,000 into 15,583,632 shares of Common Stock of the Company.Revenue

~~Note~~The 7Company ~~– Capital~~generates ~~Stock~~software revenue monthly on a single fee per subscribed user basis. The Company recognizes software revenue monthly on a per user for each user that is able to deploy software and provided all revenue recognition criteria have been met. If the revenue recognition criteria has not been met, the revenue is deferred or not recognized.

~~On June 22~~Customization, ~~2018,~~support the Board of Directors of the Company approved the Recapitalization, which increased the Company’s authorized Common Stock from 100,000,000 to 175,000,000 shares, effective July 10, 2018. As of June 30, 2019, the Company's authorized stock consisted of 175,000,000 shares and ~~5,000,000 shares~~ ~~of Preferred Stock. As of August 29, 2019, the Company has 500,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock authorized, respectively;~~ maintenance

~~Common~~Revenue ~~Stock~~from the Company’s customization of software to meet a particular client’s needs is recognized on a percentage of completion basis over the term of the customization work and until control of the goods or services is transferred to the customer or such date the customer agrees the scope of work has been completed and the intended functionality of the software is complete and able to perform the desired service. Support and maintenance revenue is generated from recurring monthly support and is invoiced monthly based on hourly fees at predetermined rates based on each customer contract.

~~During~~The ~~the~~Customer ~~fiscal~~is ~~year~~credited ~~ended June 30, 2019, the Company issued~~ a ~~total~~certain ~~of 25,854,172~~number ~~unregistered shares~~ of ~~Common~~services ~~Stock~~hours inmonthly ~~respect~~based toon ~~private~~the ~~placements~~numbers ~~between $0.06 and $0.10 per share and received cash proceeds~~ of ~~$1,915,000.~~users Asactively ofsubscribed ~~June~~to ~~30,~~the ~~2019,~~software ~~$150,000~~which ~~representing~~amounts ~~937,500~~offset ~~shares~~any ~~was~~monthly ~~unpaid~~user ~~and issuable~~fees. ~~The subscription was received in July 2019 and shares were issued.~~

~~During~~Support ~~the~~and ~~fiscal~~maintenance ~~year~~services ~~ended~~include ~~June~~e-mail ~~30,~~and ~~2019,~~telephone ~~the Company issued a total of 2~~support,~~921,183~~ ~~unregistered shares~~unspecified ofrights ~~Common Stock~~ to ~~officers~~software fixes and ~~directors~~product asupdates ~~part~~and ofupgrades ~~their~~and ~~respective~~enhancements ~~board~~available ~~compensation package. The Company valued the issuances made as employment compensation at the closing price of the Company’s Common Stock as traded~~ on ~~the OTCMarkets on the date of grant and the issuances to directors at~~ a ~~discount of 35% to market on the first day of each calendar quarter,~~ when-and ~~consequently recorded stock~~-~~based~~if ~~compensation~~available ~~of $313,723~~basis.

~~During~~Professional ~~the fiscal year ended June 30, 2019, the Company issued 1,000,000 to the Company’s secretary for~~ services ~~rendered,~~and ~~valued at $115,000, or $0.115 per share, the closing price of the Company’s Common Stock on the date of issuance as posted on OTCMarkets.~~ other

~~During~~Professional ~~the~~services ~~year~~and ~~ended~~other ~~June~~revenue ~~30,~~is ~~2019,~~generated ~~the~~through ~~Company~~services ~~issued an~~including ~~aggregate~~onsite ~~of 8~~training,~~331,364~~ ~~shares~~product ofimplementation ~~Common~~and ~~Stock~~other tosimilar ~~its~~services. Professional ~~officers~~services ~~and~~are ~~directors,~~generally asflat ~~compensation~~fee ~~for their~~ services ~~pursuant~~based toon ~~the~~a ~~terms~~number of ~~their~~hours ~~employment~~or ~~agreements.~~scope ~~The Company valued the issuances at the closing price~~ of ~~the~~work ~~Company’s~~for ~~Common~~each ~~Stock~~specific asservice. ~~traded~~Depending on the ~~OTCMarkets~~services onto ~~the~~be ~~date~~provided, ofrevenue ~~each~~from ~~grant. Because~~professional ~~the~~services ~~share~~and ~~compensation~~other is ~~all~~generally ofrecognized ~~the~~at ~~compensation earned by~~ the ~~officers~~time ~~and~~of ~~directors~~delivery ~~for~~when ~~their~~the services, ~~the~~have ~~Company~~been ~~treated~~completed ~~the issuances as akin to a cash payment~~ and ~~recorded~~control ~~$1,268,649~~has ~~into~~been ~~prepaid expense upon issuance~~transferred. ~~The Company will ratably amortize the prepaid compensation over the term of~~

F-1711

GROW CAPITAL, INC. AND SUBSIDIARIES

~~AND~~NOTES ~~SUBSIDIARIES~~TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~(formerly~~Note ~~Grow~~2 ~~Condos,~~– Summary ~~Inc.~~of Significant Accounting Policies (continued)

~~NOTES~~Revenue TORecognition ~~CONSOLIDATED~~under ~~FINANCIAL~~ASC ~~STATEMENTS~~606 (cont’d)

~~the~~Unearned ~~employment covered in the employment agreements. For the fiscal year ended June 30, 2019, the Company expensed $195,337 as stock-based compensation.~~Revenue

~~During~~Unearned ~~the~~revenue ~~year~~represents ~~ended~~billings ~~June~~or ~~30,~~payments ~~2019,~~received ~~the~~in ~~Company~~advance ~~issued 3,000,000 unregistered shares~~ of ~~Common~~revenue ~~Stock~~recognition ~~to Jonathan Bonnette, pursuant to the terms of his employment agreement as compensation for his initial year as President~~ and ~~CEO.~~is Ofrecognized ~~the~~upon ~~Common~~transfer ~~Stock issued, 1,500,000 vested at grant and the remaining 1,500,000 shares~~ of ~~Common Stock vested 180 days after the signing of the employment agreement in July 2018~~control. ~~The~~Balances ~~Company~~consist ~~valued~~primarily ~~the issuance at $0.12 per share, the closing price~~ of ~~the~~license ~~Company’s~~fees ~~Common~~being ~~Stock~~amortized asover ~~traded on~~ the ~~OTCMarkets~~term ~~on the date~~ of ~~grant. Because~~ the ~~share~~customer ~~compensation~~contract ~~was~~and ~~all~~customization ~~of the compensation earned by Mr. Bonnette for his~~ services aswhich ~~CEO~~have ~~and~~not ~~President~~yet ~~during~~been ~~the~~concluded ~~term of his employment agreement, the Company treated the issuance as akin to a cash payment~~ and ~~recorded~~are ~~$390,000 into~~being ~~prepaid~~deferred ~~expense~~using ~~upon issuance. The Company will ratably amortize~~ the ~~prepaid compensation over the initial 12~~percentage-~~month period~~ of ~~employment covered in the employment agreement. For the fiscal year ended June 30, 2019, the Company expensed $390,000 as stock~~-~~based~~completion ~~compensation~~method.

~~During~~Campground ~~the~~space ~~fiscal~~rentals year ended June 30, 2019, the Company issued an aggregate of 4,283,104 fully vested unregistered shares of Common Stock to consultants for services pursuant to the terms of their consulting agreements. The Company valued the issuance at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of each grant. Because the share compensation was all of the compensation earned by consultants for their services under the terms of their consulting agreements, the Company treated each of the issuances as a cash payment and ~~recorded~~concession $767,046 into prepaid expense upon issuance. The Company will ratably amortize the prepaid compensation over the applicable 12-month period of each consulting agreement. For the fiscal year ended June 30, 2019, the Company expensed $459,859 as stock-based compensation.sales

~~During~~Revenues ~~the~~from ~~fiscal~~our ~~year~~campsite ~~ended~~operations ~~June~~from ~~30, 2019,~~ the ~~Company~~sales ~~issued 1,148,665 fully vested unregistered shares~~ of ~~Common~~concession ~~Stock~~items, toequipment ~~settle~~rentals ~~certain~~or ~~liabilities. The~~campsite ~~Company~~locations ~~valued~~are ~~those~~recoded ~~issuances~~on at the ~~closing~~cash ~~price~~basis ofdue ~~the~~to ~~Company’s Common Stock as traded on~~ the ~~OTCMarkets~~nature onof ~~the~~collection ~~date~~ of ~~grant~~campsite fees and ~~recorded~~concession ~~a $79~~items,~~894~~ ~~liability~~which ~~settlement~~occur ~~and~~daily ~~interest~~as ~~expense~~the ofsite ~~$6,612~~is rented and ~~stock-based~~sundry ~~compensation~~items ofare ~~$10,099 on the statement of operations~~purchased.

~~Preferred~~Fair ~~Stock~~Value of Financial Instruments

InThe ~~2015,~~Company follows the ~~Company~~fair ~~designated~~value ~~all~~measurement 5rules,~~000,000~~ ~~shares~~which ofprovides ~~its~~guidance ~~Preferred~~on ~~Stock as Series A Convertible Preferred Stock (~~the ~~"Series~~use Aof ~~Preferred"),~~fair ~~par~~ value ~~$0.001. The~~in ~~Series~~accounting Aand ~~Preferred~~disclosure ~~shareholders~~for ~~voted~~assets ~~together~~and ~~with~~liabilities ~~the~~when ~~Common~~such ~~Stock~~accounting asand adisclosure ~~single~~is ~~class~~called ~~and~~for ~~were~~by ~~entitled~~other toaccounting ~~receive~~literature. ~~all~~These ~~notices~~rules ~~relating~~establish toa ~~voting~~fair ~~that~~value ~~are~~hierarchy ~~required~~for inputs to be ~~given~~used to ~~the~~measure ~~holders~~fair ofvalue ~~the Common Stock. The holders~~ of ~~shares~~financial ofassets ~~Series A Preferred were entitled to five votes per share~~ and ~~each~~liabilities. ~~share~~This ~~was~~hierarchy ~~convertible~~prioritizes by the ~~holder~~inputs ~~into~~to ~~five~~valuation ~~shares~~techniques ofused ~~Common~~to ~~Stock. All~~measure offair ~~the~~value ~~Series~~into Athree ~~Preferred~~levels: ~~shares~~Level 1 ~~were~~(highest ~~issued~~priority), Level 2, and ~~converted~~Level 3 ~~into~~(lowest ~~Common Stock in November 2015~~priority).

~~Equity~~Level 1—Unadjusted ~~Incentive~~quoted ~~Plan~~prices in active markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date.

InLevel 2—Inputs ~~December~~other ~~2015,~~than ~~the~~quoted ~~Company~~prices ~~adopted~~included ~~the~~within ~~2015~~Level 1 ~~Equity~~that ~~Incentive~~are ~~Plan~~observable ~~(the “Incentive Plan”) with a term of 10 years. The Incentive Plan allows~~ for the ~~issuance~~asset upor ~~to a maximum of 2 million shares of Common Stock~~liability, ~~options~~either ~~exercisable~~directly ~~into Common Stock of the Company~~ or ~~stock purchase rights exercisable into shares of Common Stock of the Company~~indirectly. ~~The~~ ~~Incentive~~Level 2 ~~Plan~~inputs isinclude ~~administered~~quoted byprices ~~the~~for ~~Board~~similar ~~unless~~assets aand ~~separate~~liabilities ~~delegation~~in toactive ~~an administrator is made by the Board. Options granted under the Incentive Plan carry a maximum term of 10 years~~markets, ~~except~~quoted toprices afor ~~grantee~~identical ~~who~~or issimilar ~~also~~assets aor ~~10%~~liabilities ~~beneficial~~in ~~owner~~markets atthat ~~the~~are ~~time~~not ~~of grant~~active, ininputs ~~which~~other ~~case~~than ~~the~~quoted ~~maximum term is 5 years. In addition, exercise~~ prices ofthat options granted must be within a certain percentage of the closing price on date of grant depending on the level of beneficial ownership of Common Stock of the Company by the grantee. All vesting conditions are ~~set~~observable byfor the ~~Board~~asset or aliability ~~designated administrator~~(i. Ine., interest ~~December 2015~~rates, ~~the~~yield ~~Company~~curves, ~~filed a registration statement on Form S-8 covering all shares issued or issuable under the Incentive Plan~~etc. ~~The Company has granted options to purchase 2 million shares under the Incentive Plan during April 2016~~), ~~1.5~~and ~~million~~inputs ofthat ~~which~~are ~~have~~derived ~~been~~principally ~~exercised~~from ~~and~~or ~~0.5~~corroborated ~~million~~by ofobservable ~~which~~market ~~have~~data ~~vested~~by ~~and~~correlation ~~remain~~or ~~outstanding. There~~other ~~are~~means no(market ~~remaining~~corroborated ~~shares available under the Incentive Plan~~inputs).

~~F-18~~Level 3—Inputs are unobservable and reflect the Company’s assumptions as to what market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available.

~~GROW~~The ~~CAPITAL,~~carrying ~~INC~~amount of receivables and accounts payable and accrued expenses approximates fair value due to the short-term nature of those instruments.

~~AND~~The ~~SUBSIDIARIES~~estimated fair values for financial instruments are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The carrying amounts of lease receivables, accounts payable, and accrued liabilities approximate fair value given their short-term nature or effective interest rates, which constitutes level three inputs.

~~(formerly~~Income ~~Grow Condos, Inc.)~~taxes

~~NOTES~~Deferred TOtax ~~CONSOLIDATED~~assets ~~FINANCIAL~~and ~~STATEMENTS~~liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured at rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of

~~Stock Plan~~F-12

InGROW ~~December 2015~~CAPITAL, ~~the Company adopted the 2015 Stock Plan (the “Stock Plan”)~~INC. As aAND condition of adoption of the Stock Plan, the Company filed a registration statement on Form S-8 in December 2015 to register the shares issued under the Stock Plan. The Stock Plan allows for the issuance of up to a maximum of 2 million shares of Common Stock of the Company. The Stock Plan is administered by the Board unless a separate delegation to an administrator is made by the Board. The Stock Plan shall continue in effect until it is terminated by the Board or all shares are issued pursuant to the Stock Plan. The Company has not granted any shares under the Stock Plan. SUBSIDIARIES

~~Warrants~~NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note A2 ~~summary~~– Summary of ~~the~~Significant ~~change~~Accounting inPolicies ~~stock purchase warrants outstanding for the period ended June 30, 2019 and 2018 is as follows:~~(continued)

					Weighted Average
					Remaining		Aggregate
	Number of		Weighted Average		Contractual Term		Intrinsic
	Warrants		Exercise Price		(in years)		Value
Outstanding at June 30, 2017		300,000	$	0.85		0.58	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited		(150,000)		0.85
Outstanding at June 30, 2018		150,000	$	0.85		0.14	$	-
Granted		-		-		-		-
Exercised		-		-		-		-
Forfeited		(150,000)		0.85		-		-
Exercisable at June 30, 2018		-	$	-		-	$	-

Income taxes (continued)

~~F-19~~operations in the period that includes the enactment date. A valuation allowance is recorded when it is not more likely than not that all or a portion of the net deferred tax assets will be realized.

~~GROW~~In ~~CAPITAL~~the quarter ended September 30, ~~INC~~2019, the Company issued a significant number of new shares in its acquisition of Bombshell Technologies, Inc. (see Note 4) and the cancellation of then outstanding shares upon the sale of WCS Enterprises, LLC (see Note 5). The effect of these issuances and cancellations is that most likely, the Company experienced the requisite change of control as promulgated under the US Internal Revenue Code section 382. The effect of this will be that going forward, the ability of the Company to utilize the US Federal net operating loss carryforwards of Grow Capital, Inc. from prior to these transactions will be limited in its usage. In order to determine the specific effect, the Company must perform the computations required under the Internal Revenue Code, which have not yet been performed. The Company expects it will perform the required computations once its evident that profits are likely.

~~AND~~Net ~~SUBSIDIARIES~~(loss) income per share

~~(formerly~~Basic ~~Grow~~earnings ~~Condos~~per share is computed by dividing income available to common shareholders by the weighted average number of shares of Common Stock outstanding for the period and contains no dilutive securities. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. For the fiscal year ended June 30, ~~Inc~~2020 and 2019, all potentially dilutive securities are anti-dilutive due to the Company's losses from operations.)

~~NOTES~~All TOdilutive ~~CONSOLIDATED~~common ~~FINANCIAL~~stock ~~STATEMENTS~~equivalents are reflected in our earnings (loss) per share calculations. Anti-dilutive common stock equivalents are not included in our earnings (loss) per share calculations.

~~Options~~There were no potential shares outstanding as of June 30, 2020 and 25,000 potential shares outstanding as of June 30, 2019.

~~A summary of the change in stock purchase options outstanding for the period ended June 30, 2019 and 2018 is as follows:~~Reclassification

				Weighted	Remaining
				Average	Contractual
	Options		Exercise	Grant Date	Life
	Outstanding		Price	Fair Value	(Years)
Balance – June 30, 2017	500,000		$0.40	$0.52	3.83
Options issued		-	-	-	-
Options expired		-	-	-	-
Options exercised		-	-	-	-
Balance – June 30, 2018		500,000	$0.40	$0.52	2.83
Options issued		-	-	-	-
Options expired		-	-	-	-
Options exercised		-	-	-	-
Balance – June 30, 2019		500,000	$0.40	$0.52	1.83

Certain prior period balances have been reclassified to conform to the current period presentation in the Company’s consolidated financial statements and the accompanying notes.

~~There~~Recent ~~were~~Accounting no unvested options outstanding during the years ended June 30, 2019 and 2018. Options outstanding had intrinsic value as of June 30, 2019 and 2018 of $nil. In the year ended June 30, 2016 the Company issued an option with no term attached. Of the original option, 500,000 remain outstanding. Pronouncements

~~Note~~Fair 8Value –Measurements (“ASU 2018-03”). ~~Related~~In ~~Party~~August ~~Transactions~~2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820) Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments in the standard apply to all entities that are required, under existing GAAP, to make disclosures about recurring or nonrecurring fair value measurements. ASU 2018-13 removes, modifies, and adds certain disclosure requirements in ASC 820, Fair Value Measurement. The standard is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

~~Until~~The ~~its~~amendments ~~sale of WCS~~ on ~~September~~changes ~~30, 2019, the Company was leasing units~~ in ~~the~~unrealized ~~building~~gains ~~located~~and atlosses, the ~~Eagle~~range ~~Point Property. The building has approximately 15,000 square feet~~ and isweighted ~~divided~~average ~~into~~of ~~four~~significant ~~1,500~~unobservable ~~square~~inputs ~~feet~~used ~~condo~~to ~~style~~develop ~~grow~~Level ~~rooms,~~3 ~~1,500~~fair ~~square~~value ~~feet of office space which is currently being offered for lease~~measurements, and ~~one~~the ~~7,500~~narrative ~~square~~description ~~foot~~of ~~grow~~measurement ~~facility.~~uncertainty ~~The~~should ~~four~~be ~~grow~~applied ~~rooms~~prospectively ~~are currently being offered~~ for ~~lease,~~only ~~and~~ the ~~grow~~most ~~facility~~recent isinterim ~~under~~or ~~lease~~annual toperiod apresented ~~company~~in ~~controlled by our former CEO and Chairman. The lease for~~ the ~~grow~~initial ~~facility~~fiscal ~~was~~year ~~entered into by the prior owner before the purchase~~ of ~~the Eagle Point Property by WCS in 2013~~adoption. ~~The~~ ~~lease~~All ~~term~~other ~~for~~amendments ~~the~~should ~~grow~~be ~~facility~~applied ~~began~~retrospectively ~~once~~to ~~the~~all ~~tenant~~periods ~~improvements~~presented ~~were~~upon ~~completed~~their ~~and~~effective ~~the~~date. ~~premises~~Early ~~were~~adoption ~~occupied~~is inpermitted ~~fiscal~~upon ~~2017~~issuance ~~and continues for a period~~ of 36ASU ~~months~~2018-13. ~~The~~An ~~lease~~entity onis ~~the~~permitted ~~grow~~to ~~facility~~early ~~commenced~~adopt inany ~~fiscal~~removed ~~2017. Revenue~~or ~~recorded~~modified indisclosures ~~the~~upon ~~year~~issuance ~~ended~~of ~~June~~ASU ~~30,~~2018-13 ~~2019~~ and ~~2018~~delay ~~included~~adoption inof ~~discontinued~~the ~~operations~~additional todisclosures ~~related parties accounted to $43,200 and $32,400 respectively.~~

On July 1, 2018, Wayne Zallen resigned as the President and CEO of the Company and David Tobias resigned his position as a member of the Board. On the same day, Jonathan Bonnette was elected to the Board to fill the vacancy created by the resignation of David Tobias and was also appointed President and CEO of the Company. Mr. Zallen remained the Chairman of the Board and served as the CFO until the appointment of James Olson as Chairman of the Board and the appointment of Trevor Hall as CFO, respectively. Mr. Zallen’s employment contract was terminated upon his resignation as CEO, and the Company agreed to pay Mr. Zallen $2,500 per month for his continued services.F-13

InGROW ~~July 2018~~CAPITAL, ~~the Company entered into an employment agreement with Mr~~INC. ~~Bonnette. The~~AND employment agreement had an initial term of one year and includes compensation for the first year of $240,000 payable in unregistered shares of Common Stock at a valuation of $0.08 per share or 3,000,000 shares of Common Stock, which were issued in July 2018. The shares were valued at $390,000 upon grant, recorded to prepaid compensation and amortized ratably over the term of the agreement.SUBSIDIARIES

~~F-20~~NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~GROW~~Note ~~CAPITAL,~~2 ~~INC.~~– Summary of Significant Accounting Policies (continued)

~~AND~~Recent ~~SUBSIDIARIES~~Accounting Pronouncements (Cont’d)

~~(formerly~~until ~~Grow~~their ~~Condos,~~effective ~~Inc~~date.) The Company is currently assessing the impact that ASU 2018-13 will have on its financial statements.

~~NOTES~~Financial TOInstruments ~~CONSOLIDATED~~– Credit ~~FINANCIAL~~Losses ~~STATEMENTS~~(“ASU 2016-13”). In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses” to require the measurement of expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date.

~~During~~The ~~the~~standard ~~three~~was ~~months~~originally ~~ended~~effective ~~September~~for ~~30,~~interim ~~2018,~~and ~~the~~annual ~~Company~~reporting ~~negotiated~~periods abeginning ~~sublease~~after ~~agreement~~December ~~to lease approximately 1~~15,~~338~~ ~~square~~2019 ~~feet~~and ofearly ~~office~~adoption ~~space~~is atpermitted afor ~~business~~interim ~~center~~and ~~known~~annual asreporting ~~Green~~periods ~~Valley~~beginning ~~Corporate~~after ~~Center~~December ~~South~~15, ~~located~~2018. ~~in Henderson~~However, ~~Nevada~~in ~~(the~~November ~~“Henderson Property”)~~2019, ~~effective~~the ~~October~~Financial ~~19,~~Accounting ~~2018,~~Standard ~~for~~Board ~~use~~(FASB) asissued ~~the~~ASU ~~Company’s~~2019-10, Financial ~~new~~Instruments—Credit ~~headquarters.~~Losses, ~~The~~(Topic ~~lease~~326), ~~has~~Derivatives aand ~~term~~Hedging of(Topic ~~123 months~~815), anand ~~abatement~~Leases of(Topic ~~the~~842) — ~~first~~Effective ~~four~~Dates (“ASU ~~months~~2019-10”). ofASU ~~rent~~2019-10 ~~during~~deferred ~~which time~~ the ~~Company~~adoption ~~would~~date ~~complete~~for ~~certain~~(i) ~~required~~public ~~leasehold~~business ~~improvements~~entities ~~and~~that ~~escalating~~meet ~~base~~the ~~monthly~~definition ~~rent~~of ~~per~~an ~~square~~SEC ~~foot~~filer, ~~ranging~~excluding ~~between~~entities ~~$2.00~~eligible to ~~$3.00~~be ~~per~~“smaller ~~square~~reporting ~~foot.~~companies” ~~Material~~as ~~lease~~defined ~~hold~~by ~~improvements~~the ~~are~~SEC, ~~being~~for ~~amortized~~fiscal ~~over~~years ~~the~~beginning ~~term~~after ofDecember ~~the~~15, ~~lease.~~2019, ~~The~~including ~~Company~~interim ~~commenced~~periods ~~occupation~~within ofthose ~~the~~fiscal ~~premises~~years, inand ~~February~~(2) ~~2019.~~all ~~Appreciation,~~other ~~LLC~~entities ~~holds~~for ~~the~~fiscal ~~master~~years ~~lease~~beginning ~~from~~after ~~which~~December ~~the~~15, ~~Company~~2022, ~~derives~~including ~~its~~interim ~~sublease~~periods ~~for~~within ~~its~~those ~~headquarters~~fiscal years. ~~Terry~~ ~~Kennedy,~~As ~~the~~of ~~President~~June of30, ~~Appreciation~~2020, ~~provides~~the ~~consulting~~Company ~~services~~qualified toas ~~the~~a ~~Company~~smaller ~~and~~reporting iscompanies ~~also~~as adefined ~~beneficial~~by ~~owner~~the ofSEC. ~~more~~The ~~than~~Company ~~10%~~is ofcurrently assessing the ~~Company’s~~impact ~~Common~~that ~~Stock~~ASU ~~(See~~2016-13 ~~Note~~will ~~11).~~have ~~Total~~on ~~rent~~its ~~expenses~~consolidated ~~recorded~~financial instatements ~~the~~but ~~year~~does ~~ended~~not ~~June~~anticipate ~~30,~~there ~~2019~~to ~~under~~be ~~the~~a ~~leases~~material ~~was $17,538~~impact.

InNote ~~July~~3 ~~2018,~~– Prepaid ~~the~~expenses Company entered into a consulting agreement with Mr. Kennedy with a one year term. Mr. Kennedy received a fixed fee of $100,000 for his services which was payable in unregistered shares of Common Stock valued at $0.10 per share for the first $50,000 on July 1, 2018 and at $0.034 for the second $50,000 payable on January 1, 2019 for a total of 1,970,805 unregistered shares of Common Stock, all of which have been issued. The shares payable on January 1, 2019 were valued at $394,161 and are being expensed in the fiscal year ended June 30, 2019.

OnPrepaid ~~January~~expenses ~~28,~~at ~~2019~~June 30, ~~the~~2020 ~~Company entered into a consulting agreement with Trevor Hall~~ and ~~appointed Mr. Hall to serve as a part-time CFO of the Company through December 31,~~ 2019. ~~Mr.~~consist Hall succeeded Wayne Zallen as CFO, who resigned from the position in connection with Mr. Hall’s appointment. Pursuant to the consulting agreement, Mr. Hall received $63,000 in compensation, payable as 1,000,000 shares of ~~Common Stock of unregistered Common Stock of~~ the ~~Company and will devote enough of his time to the Company as is reasonably necessary to meet the needs of the Company during the term. The shares were issued on January 29, 2019.~~following:

On April 29, 2019, Mr. Wayne Zallen resigned as a member of the Board of Directors and Chairman. Concurrently the board appointed James Olson to fill the Board vacancy and as Chairman of the Board. Mr. Olson will also be entitled to compensation for his service on the Board of Directors in the amount of $10,000 per quarter paid in the form of fully vested unregistered shares of the Company’s Common Stock at a discount of 35% to market on the first day of each calendar quarter. On April 29, 2019 Mr. Olson was issued a total of 108,853 shares in connection with his appointment at the discount to market described above.

	June 30, 2020	June 30, 2019

Professional fees	$ 50,000	$ 50,000
Share based compensation	-	1,380,459
Insurance	2,771	3,150
Other expenses	15,954	1,612
Total	$ 68,725	$ 1,435,221

OnNote May 15, 2019, the Company entered into Fee Agreements (collectively, the “Fee Agreements”) with each of (i) Jonathan Bonnette, (ii) Carl Sanko, a director and the Secretary of the Company, and (iii) Terry Kennedy. Under the Fee Agreements, on May 15, 2019, each of Mr. Bonnette, Mr. Sanko, and Mr. Kennedy were issued unregistered shares of Common Stock for services provided to the Company. Pursuant to the Fee Agreements (i) Mr. Bonnette received a fixed fee of $320,000 for his service as Chief Executive Officer of the Company and for outside business management and consulting services, which was paid through the issuance of 4~~,124,597~~ unregistered shares of Common Stock; (ii) Mr. Sanko received a fixed fee of $210,000 for his services as Secretary of the Company and for outside business management and consulting services, which was paid through the issuance of 2,706,767 unregistered shares of Common Stock, and (iii) Mr. Kennedy received a fixed fee of $160,000 for outside business consulting services, which was paid through the issuance of 2,062,299 unregistered shares of Common Stock. Under the Fee Agreements, the shares of Common Stock were issued at a value of $0.07758 per share. The value of the Common Stock was set by the Company’s board of directors and was equal to the average of the three lowest closing prices of the Common Stock in the 30 trading days before May 15, 2019 after applying a 30% discount. The Fee Agreements each have a term of one year. The shares of Common Stock issued under the Fee Agreements were valued at $1,511,034 upon grant based upon the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of grant, recorded to prepaid compensation and amortized ratably over the term of the agreement.– Merger

InOn ~~fiscal~~July ~~2018~~23, 2019, (the ~~Company~~“Closing ~~was~~Date”), ~~notified~~the byCompany ~~its~~acquired ~~primary~~Bombshell, ~~banks~~a ~~that~~Nevada ~~these~~corporation, ~~banks~~pursuant ~~would~~to ~~no longer accept the Company as~~ a ~~client~~stock ~~for~~exchange ~~its~~agreement ~~banking~~(the ~~services. As~~“Exchange ofAgreement”), dated June 3026, ~~2018~~2019, ~~WCS,~~by ~~was~~and ~~notified~~between ~~that its bank~~Bombshell, ~~which~~the ~~also~~shareholders ~~holds both~~ of ~~its~~Bombshell ~~mortgages,~~(the ~~would~~“Bombshell noHolders”). ~~longer~~At ~~continue~~the toClosing, ~~accept~~Bombshell ~~WCS~~became as a ~~customer~~wholly ~~shortly~~owned ~~after~~subsidiary ~~its~~of ~~fiscal~~the ~~year~~ Company.

~~F-21~~Pursuant to the Amendment, at the Closing, the Company acquired 100% of the outstanding shares of Bombshell (the “Bombshell Shares”) in exchange for the Bombshell Holders receiving the right to receive 5,533,773 post reverse split shares (the “Consideration Shares”) of unregistered shares of the Company’s Common Stock on a pro rata basis (the “Exchange”), 1,650,000 post reverse split stock of which were issued to the Bombshell Holders (the “Closing Shares”) at the Closing on a pro rata basis. The remaining 3,883,773 post reverse split stock Consideration Shares (the “Secondary Shares”) were issued on September 3, 2019, to the Bombshell Holders upon the Company filing an effective amended and restated articles of incorporation (the “Charter Amendment”) that increased the

~~GROW CAPITAL, INC.~~F-14

GROW CAPITAL, INC. AND SUBSIDIARIES

~~(formerly~~NOTES ~~Grow~~TO ~~Condos,~~AUDITED ~~Inc.)~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~Note TO4 ~~CONSOLIDATED~~– Merger ~~FINANCIAL STATEMENTS~~(continued)

~~end. Because~~number ~~the~~of ~~Company~~authorized ~~rents~~shares ~~its~~of ~~properties~~Common toStock. The ~~those~~Bombshell ~~who~~Holders ~~engage~~are inalso aeligible ~~federal~~to ~~crime~~receive ~~under~~earn-out ~~the~~consideration ~~Controlled~~of ~~Substances~~up ~~Act,~~to ~~most~~an ~~banks~~additional ~~subject~~1,838,461 toshares ~~any~~of ~~federal~~Common ~~oversight~~Stock (the ~~Office~~“Earn-out ofShares”) ~~the~~earnable ~~Comptroller~~in tranches of ~~the~~612,820 ~~Currency~~shares ~~or any~~ of ~~the~~Common ~~Federal~~Stock ~~Reserve~~in ~~Bank’s~~each of the ~~United~~second, ~~States)~~third ~~have~~and ~~declined~~fourth toyears doafter ~~business~~the ~~with~~Closing, ~~any~~based ~~entity~~on ~~that~~whether Bombshell is ~~related~~able ~~in any way~~ to ~~cannabis~~meet ~~operations. The~~certain ~~Company’s~~Earnings ~~management~~Before Interest and ~~directors~~Taxes ~~have~~thresholds asin ofeach ~~June~~year. The ~~30,~~Bombshell ~~2018~~Holders ~~transferred~~include ~~the~~certain ~~Company’s~~limited ~~cash~~liability ~~and~~companies ~~its~~owned ~~banking~~by ~~operations~~(i) toJonathan anBonnette, ~~entity~~(ii) ~~owned~~Joel Bonnette, and ~~controlled~~(iii) byTerry ~~them~~Kennedy. ~~The~~ ~~Company~~At ~~has treated~~ the ~~cash~~date ~~transferred~~of asthis ~~amounts~~report ~~due~~it ~~from~~remains ~~this~~uncertain ~~related~~whether ~~entity and~~ the ~~cash~~EBIT ~~expended~~targets ~~from~~which ~~these~~permit ~~accounts~~the onearn ~~behalf~~out of the ~~Company~~first astranche ~~reductions~~ of the ~~amounts~~additional ~~due~~shares ~~from the related entity. As~~ of ~~June~~common ~~30,~~stock ~~2019,~~will ~~and~~be ~~June~~achieved ~~30,~~as ~~2018,~~at the ~~amount~~first ~~held~~valuation ~~in cash by the related entity and reported as a current asset as due from related party was $16,854 and $40,268~~date.

~~See~~The ~~Note~~acquisition 10of Bombshell was not accounted for aunder ~~description~~the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Due to the related ~~parties~~party ~~involved~~and incommon control relationships held between Bombshell and Grow Capital, Inc., the assets and liabilities of Bombshell ~~acquisition~~transferred over to the Company at their historical carrying values.

~~Note~~The 9following -table ~~Commitments~~provides information as of June 30, 2019 of the assets acquired and the liabilities assumed in the merger:

During the three months ended September 30, 2018, the Company negotiated a sublease agreement with Appreciation, LLC effective October 19, 2018 to lease the Henderson Property for use as the Company’s new headquarters. The lease has a term of 123 months, an abatement of the first four months of rent during which time the Company would complete certain required leasehold improvements and escalating base monthly rent per square foot ranging between $2.00 to $3.00 per square foot. The Company commenced occupation of the premises in February 2019.

Assets
Cash	$	43,975
Accounts receivable		36,079
Accounts receivable, related parties		290,230
Intangibles and other assets		200
Total Assets	$	370,484

Liabilities
Accounts payable and accrued liabilities	$	60,605
Accounts payable and accrued liabilities, related parties		118,912
Advances, related parties		66,195
Unearned revenue		9,070
Unearned revenue, related parties		7,500
Deferred income tax liabilities		31,800
Total liabilities		294,082

Net Assets	$	76,402

Consideration: 5,533,773 shares		5,534
Additional paid in capital	$	70,868

~~Total~~Note ~~rent~~5 ~~expenses~~– Assets Held for ~~the fiscal year ended June 30, 2019 and 2018 are $17,538 and $0, respectively.~~Sale

As(1)Assets ofin ~~June~~Oregon ~~30,~~within ~~2019,~~ the ~~approximate~~Pioneer ~~future~~Business ~~aggregate minimum lease payments in respect of our current obligations were as follows:~~Park

2020	$	36,567
2021		38,896
2022		40,020
2023		41,264
2024		42,548
Remining periods		207,243
	$	406,538

In April 2016, the Company purchased a parcel of land near Eugene, Oregon within the Pioneer Business Park (the “Pioneer Property”) from a private seller for the amount of $326,629 plus closing costs. As part of the purchase, the Seller financed through a note payable $267,129 of the purchase price. The intent of the Company was to build an industrial condominium building on the parcel, akin to the Eagle Point Property. The Company was unable to secure additional funding via debt or equity and due to the hostility of the local county government towards the intended operations of the tenants, and consequently, the Company abandoned those plans in late calendar 2017.

~~Note~~In 10December ~~– Income~~2017, ~~Taxes~~the Company made the decision to put the Pioneer Property up for sale, retained a sales agent and listed the Pioneer Property for sale at a purchase price of $399,000. At that time the Company impaired all costs

incurred towards development of the land which amounted to $31,843 The ~~income~~financial ~~tax~~statements ~~expense~~show ~~(benefit)~~the ~~consisted~~value of the ~~following~~land and the related mortgage under Assets Held for Sale and Liabilities Held for Sale on the ~~fiscal~~balance ~~year~~sheet ~~ended~~as of June 30, ~~2019~~2018, ~~and~~respectively. In September 2018:, the Company completed the sale of the Pioneer Property for a gross sales price of $349,000. After payment of all closing costs, the Company recorded a loss on sale of approximately $5,400.

		June 30, 2019		June 30, 2018
Total current	$	-	$	-
Total deferred		-		-
	$	-	$	-

F-15

~~Deferred~~GROW ~~income~~CAPITAL, ~~taxes~~INC. ~~reflect~~AND ~~the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.~~SUBSIDIARIES

~~F-22~~NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~GROW~~Note ~~CAPITAL,~~5 ~~INC.~~– Assets Held for Sale (continued)

~~AND~~(2)WCS Enterprises, ~~SUBSIDIARIES~~Inc.

~~(formerly~~In ~~Grow~~the ~~Condos~~quarter ended March 31, ~~Inc~~2019, the Company began to actively market WCS for sale and has begun negotiations with certain parties for the sale of WCS, subject to diligence, negotiation of a purchase agreement and fulfillment of typical closing conditions.) In connection with these efforts, management determined that it was appropriate to classify WCS as Assets Held for Sale.

~~NOTES~~On TOSeptember ~~CONSOLIDATED~~30, ~~FINANCIAL~~2019, ~~STATEMENTS~~the Company entered into a membership interest purchase agreement with the Zallen Trust pursuant to which the Company sold all of the Company’s membership interests in WCS for an aggregate purchase price of $782,450. The Zallen Trust paid the purchase price by transferring to the Company 434,694 shares of the Company’s Common Stock, valued at $2.00 per share. The Purchase Agreement also provided that Mr. Zallen transfer to the Company an additional 20,000 shares of Common Stock to settle $36,000 in back rent owed at the time of the sale. The Company retired all of the shares received as a result of the transaction. In connection with the sale of WCS, the Company and Mr. Zallen entered into a separation and release of claims agreement pursuant to which the Company and Mr. Zallen provided a mutual release of claims against the other party and such party’s affiliates, including all claims related to Mr. Zallen’s service as an officer, employee, and director of the Company. The release of claims by Mr. Zallen resulted in the forgiveness of salary accruals of approximately $367,000 for services provided up to June 30, 2018. The Company reversed related payroll taxes of approximately $61,000 and included the amount in the gain on sale. The shares issued in the Exchange are subject to certain registration rights with no liquidated damages for failure to complete registration by a specific date.

~~The~~After ~~following~~payment ~~is a reconciliation~~ of ~~the~~all ~~expected~~closing ~~statutory~~costs, ~~federal income tax and state income tax provisions to~~ the ~~actual~~Company ~~income~~recorded ~~tax~~a ~~benefit~~gain ~~for~~on ~~the~~sale ~~fiscal~~of ~~year~~approximately ~~ended June 30~~$553,000. ~~2019~~(See ~~and~~detail ~~2018:~~ below)

	June 30, 2019		June 30, 2018
Expected benefit at federal statutory rate	$	649,000		670,000
Non-deductible expenses		(360,000)		(554,000)
Change in valuation allowance (including the effect from change in tax rates)		(289,000)		(116,000)
	$	-	$	-

(3)Discontinued Operation:

~~Significant~~(a)The ~~components~~Results of the ~~Company’s~~Discounted ~~deferred~~Operations ~~tax~~are ~~assets and liabilities were~~ as follows ~~for the fiscal year ended June 30, 2019 and 2018~~:

		June 30, 2019				June 30, 2018
		Fiscal Year Ended
Deferred tax assets:
		June 30,
Net operating loss carryforwards		$	2,589,000			$	2,993,000
		2020			2019
Deferred payroll			81,200				150,000
Net revenues	$	14,400		$	88,466
Impairments			82,900				109,000
Operating expenses
Other			-				29,000
General and administrative		7,964			44,360
Total deferred tax assets			2,753,100				3,281,000
Depreciation, amortization and impairment		6,990			27,960
Deferred tax liabilities
Total operating expenses		14,954			72,320
Deferred revenue			-				-
Income (Loss) from operations		(554)			16,146
Total deferred tax liabilities			-				-
Gain (loss) on sale		553,406			(5,412)
Net deferred tax assets			2,753,100				3,281,000
Interest expense		-			(13,129)
Less valuation allowance			(2,753,100)				(3,281,000)	)
Income (loss) from discontinued operations	$	552,852		$	(2,395)
Net deferred tax assets (liabilities)		$	-			$	-

During the fiscal year ended June 30, 2019 and 2018 the, the Company recognized no amounts related to tax interest or penalties related to uncertain tax positions. The Company is subject to taxation in the United States and various state jurisdictions. The Company currently has no years under examination by any jurisdiction.F-16

AsGROW ~~of June 30~~CAPITAL, ~~2019, the Company estimates it has approximately $11~~INC.3 ~~million~~AND ~~in US Federal net operating loss carryforwards, which will begin to expire in 2030 and an additional approximately $3.1 million in the state of Oregon net operating loss carryforwards.~~ SUBSIDIARIES

~~Note~~NOTES ~~11-~~TO ~~Subsequent~~AUDITED ~~Events~~CONSOLIDATED FINANCIAL STATEMENTS

OnNote ~~July~~5 ~~1, 2019 the Company issued a total of~~– ~~450,918 shares~~Assets ofHeld ~~unregistered~~for ~~Common~~Sale ~~Stock to its directors as part of their respective compensation package.~~ (continued)

~~On July 8, 2019, the Company entered into a non-binding letter of intent~~ (~~the “LOI”~~3)Discontinued ~~to acquire Encompass More Group, Inc.~~ Operation: (~~“Encompass”~~cont’d), a Nevada corporation. In connection with the LOI, Encompass issued a promissory note (the “Note”) to the Company pursuant to a loan agreement (the “Loan Agreement”), dated July 22, 2019, by and between Encompass and the Company, in exchange for a loan of $100,000 (the “Loan”). Pursuant to the Loan Agreement, the proceeds of the Loan will be used by Encompass for working capital and general corporate purposes. The Note has a twelve-month term, an interest rate of 5.0%, and is payable in monthly installments of $2,000, with all remaining principal and interest due on the maturity date, unless paid earlier by Encompass.

~~F-23~~(b)Assets and liabilities disposed of are as follows

GROW CAPITAL, INC.

		September 30,
		2019

Assets:
Lease receivable	$	40,804
Prepaid expenses		5,152
Property, plant and equipment, net		809,281
Other assets		6,150
Total Assets	$	861,387

Liabilities:
Accrued liabilities		367,367
Other liabilities		140,067
Total Liabilities		507,434
Net Assets	$	353,953

Consideration:
Purchaser return 454,694 shares of common stock, FMV at $2.00	$	909,389
Payment on certain items during closing		(2,030)
Total consideration	$	907,359

Gain on sale of WCS	$	553,406

~~AND~~(c)Groups ~~SUBSIDIARIES~~of assets and liabilities held for sale as of June 30, 2020 and June 30, 2019

(formerly Grow Condos, Inc.)

		June 30,		June 30,
		2020		2019

ASSETS:
Lease receivable	$	-	$	26,403
Prepaid expenses		-		10,024
Property, plant and equipment, net		-		816,271
Other assets		-		6,150
TOTAL ASSETS	$	-	$	858,848

LIABILITIES:
Accounts payable and accrued liabilities	$	-	$	367,367
Other liabilities		-		140,205
TOTAL LIABILITIES		-		507,572
NET ASSETS	$	-	$	351,276

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-17

~~Pursuant~~GROW ~~to the LOI~~CAPITAL, the Company and Encompass have agreed to enter into a stock exchange agreement (the “Encompass Exchange Agreement”) pursuant to which the Company will issue up to $1,800,000 in unregistered shares (the “Encompass Closing Shares”) of Common Stock, to the stockholders of Encompass (the “Encompass Holders”) in exchange for all of the capital stock of Encompass (the “Encompass Exchange”)INC. ~~After~~AND the closing of the Encompass Exchange, the Encompass Holders will also be eligible to receive earn-out consideration of up to an additional $3,000,000 in unregistered shares of Common Stock (the “Encompass Earn-out Shares”) earnable in tranches of $1,000,000 unregistered shares of Common Stock in each of the second, third and fourth years after the Closing, based on whether Encompass is able to meet certain revenue thresholds in each year. SUBSIDIARIES

~~The~~NOTES ~~Encompass~~TO ~~Exchange~~AUDITED isCONSOLIDATED ~~subject~~FINANCIAL to certain signing and closing conditions, including, among other conditions, (i) completion of diligence by the Company, (ii) the receipt of any necessary regulatory approvals and third party consents, (iii) the negotiation and execution of the Encompass Exchange Agreement, (iv) the approval by the Company’s stockholders of an amendment to the Company’s articles of incorporation authorizing additional shares of Common Stock, (v) there being no material adverse change in Encompass’ business, results of operations, prospects, condition (financial or otherwise) or assets, and (vi) certain other customary conditions. STATEMENTS

OnNote ~~July~~6– Promissory ~~23,~~Note 2019, (the “Closing Date”), the Company acquired Bombshell, a Nevada corporation, pursuant to a stock exchange agreement (the “Exchange Agreement”), dated June 26, 2019, by and between Bombshell, the shareholders of Bombshell (the “Bombshell Holders”). At the Closing, Bombshell became a wholly-owned subsidiary of the Company. Joel Bonnette, the current President and Chief Executive Officer of Bombshell, now serves as the Chief Executive Officer of Bombshell.Payable

~~Immediately~~On ~~prior~~September ~~to the Closing~~4, 2019 the Company, ~~Bombshell and the Bombshell Holders~~ entered into ana ~~amendment~~90-day tolisting ~~the~~agreement ~~Exchange~~for ~~Agreement (~~the ~~“Amendment”). Pursuant~~sale toof the ~~Amendment,~~Resort at ~~the~~Lake ~~Closing,~~Selmac ~~the~~site ~~Company~~location ~~acquired~~(formerly ~~100%~~Smoke ofon the ~~outstanding shares of Bombshell (the “Bombshell Shares”~~Water) ~~in exchange~~ for ~~the~~an ~~Bombshell~~offering ~~Holders~~price ~~receiving~~of ~~the right to receive 110~~$850,~~675~~000,~~328~~ ~~shares~~with ~~(the~~expected ~~“Consideration~~6% ~~Shares”)~~sales ofcommission. ~~unregistered~~This ~~shares~~sales ofcontract ~~the~~was ~~Company’s~~extended ~~Common~~in ~~Stock~~December on2019 for a ~~pro~~further ~~rata~~period ~~basis~~under (the ~~“Exchange”),~~same ~~33,000,000~~terms ofand ~~which~~conditions, ~~were~~expiring ~~issued~~March to31, ~~the Bombshell Holders (the “Closing Shares”) at the Closing on a pro rata basis~~2020. ~~The~~At ~~remaining~~June 7730,~~675,328~~ ~~Consideration~~2019 ~~Shares (~~the ~~“Secondary~~Company ~~Shares”)~~recorded ~~were~~an ~~issued~~impairment oncharge ~~September~~of 3$112,000 ~~2019,~~based toon the ~~Bombshell~~expected ~~Holders~~sales ~~upon~~price ~~the~~less ~~Company~~costs ~~filing an effective amended and restated articles~~ of ~~incorporation~~sale ~~(the~~compared ~~“Charter~~to ~~Amendment”) that increased~~ the ~~number~~carrying ofvalue ~~authorized~~at ~~shares~~June of30, ~~Common Stock~~2019. The ~~Bombshell~~Company ~~Holders~~did ~~are~~not ~~also~~renew ~~eligible to receive earn-out consideration of up to an additional 36,769,215 shares of Common Stock (~~the ~~“Earn-out~~listing ~~Shares”)~~agreement ~~earnable~~on inMarch ~~tranches of 12~~31,~~256,405~~ ~~shares~~2020 ofand ~~Common~~will ~~Stock~~continue into ~~each~~operate of the ~~second,~~property ~~third~~at ~~and~~this ~~fourth~~time. Management ~~years~~has ~~after~~reviewed the ~~Closing,~~asset ~~based~~for onimpairment ~~whether~~as ~~Bombshell~~at isJune ~~able~~30, to2020 ~~meet certain Earnings Before Interest~~ and ~~Taxes~~does ~~thresholds~~not inbelieve ~~each~~further ~~year. The~~impairment ~~Bombshell~~is ~~Holders~~required ~~include~~at ~~certain~~this ~~limited liability companies owned by (i) Jonathan Bonnette, (ii) Joel Bonnette, and (iii) Terry Kennedy~~time.

OnPromissory ~~July~~note ~~31,~~related ~~2019 the Company issued 277,778 shares of Common Stock in respect~~ to ~~private~~Resort ~~placements~~at ~~for~~Lake ~~total~~Selmac as ~~gross proceeds of $50,000.~~below:

On September 30, 2019, the Company sold WCS to the Zallen Trust (See Note 3).

June 30,

2020

June 30,

2019

Note payable, Resort at Lake Selmac

596,308

605,359

OnIn ~~October~~March 12017, ~~2019~~the Company acquired the Lake Selmac Property. Upon closing, the Company ~~issued~~entered 1into a promissory note payable with the seller in the amount of $625,~~074~~000 with a maturity date of March 6,~~381~~ ~~fully~~2022. The ~~vested~~promissory ~~unregistered~~note had an interest rate of 5% per annum covering the monthly payments of $3,355 for the initial 12 months, which increased to 6% per annum for the monthly payments of $3,747 for the following 48 months. ~~shares~~Upon maturity, the remaining balance due on the note is required to be paid through a balloon payment. During the fiscal year ended June 30, 2020, the Company paid $9,051 to the principal of ~~Common~~promissory ~~Stock~~note and $35,963 to ~~officers~~the interests of the promissory note. As of June 30, 2020, and ~~directors~~June 30, 2019, the balance on the mortgage was $596,308 and $605,359, respectively. The Company has irrevocably granted to First American Trust Company, as ~~part~~the Trustee the power to sell the property with the sellers as the beneficiaries. The purpose of ~~their~~grant ~~respective~~is ~~board~~to ~~compensation~~secure ~~package~~performance on the promissory note.

OnAs ~~October~~of 10June 30, ~~2019~~2020, the ~~Company~~approximate ~~issued~~future aaggregate ~~total~~principal ofpayments in ~~210,000~~respect ~~unregistered shares~~ of ~~Common~~our ~~Stock~~current toobligations ~~a company controlled by one of its officers for services rendered with a value of $16,433. The issued shares~~ were ~~valued~~as ~~at fair market value on the date of issuance.~~ follows:

The Company has evaluated subsequent events through October 14, 2019, the date these financial statements were available for issuance.

2021		12,782
2022		583,526
	$	596,308

~~F-24~~Note 7 – Property and Equipment, Net

~~ITEM~~Property ~~9: CHANGES~~and INimprovements ~~AND~~consisted ~~DISAGREEMENTS~~of ~~WITH~~the ~~ACCOUNTANTS~~following ONas ~~ACCOUNTING~~of ~~AND~~June ~~FINANCIAL~~30, ~~DISCLOSURE~~2020 and June 30, 2019:

None.

	June 30, 2020		June 30, 2019
Lake Selmac Property	$	768,782	$	768,782
Leaseholder improvement		67,644		67,644
Furniture, Fixtures and Equipment		32,964		25,892
		869,390		862,318
Less: accumulated depreciation and impairment		(26,415)		(4,719)
	$	842,975	$	857,599

~~ITEM~~Depreciation ~~9A: CONTROLS~~expense ~~AND~~(excluding ~~PROCEDURES~~impairment) amounted to $14,624 and $9,345, for the fiscal year ended June 30, 2020 and 2019, respectively.

~~Evaluation~~The Company recorded an impairment charge of ~~Disclosure~~$112,000 ~~Controls~~based ~~and~~on ~~Procedures~~the expected sales price less costs of sale compared to the carrying value on Resort of Selmac as of June 30, 2019.

We intend to maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our Chief Executive Officer ("Principal Executive Officer") and our Chief Financial Officer ("Principal Financial Officer"), as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Principal Executive and Financial Officers, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13aF- 15(e) and 15d- 15(e) under the Exchange Act). Based on this evaluation, our Principal Executive and Financial Officer concluded that, as of June 30, 2019, our disclosure controls and procedures were not effective, for the reasons discussed below, to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Principal Executive and Financial Officers, as appropriate to allow timely decisions regarding required disclosure.18

~~Management's~~GROW ~~Report~~CAPITAL, onINC. ~~Internal~~AND ~~Control Over Financial Reporting~~SUBSIDIARIES

~~Our~~NOTES ~~management~~TO isAUDITED ~~responsible~~CONSOLIDATED ~~for~~FINANCIAL establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.STATEMENTS

~~Due~~Note to8 ~~its~~– Promissory ~~inherent~~Note limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Receivable

~~Under~~On July 8, 2019, the ~~supervision~~Company ~~and~~entered ~~with~~into ~~the~~a ~~participation~~non-binding letter of ~~our~~intent ~~management~~(the “LOI”) to acquire Encompass More Group, ~~including~~Inc. ~~our~~(“Encompass”), ~~Principal~~a ~~Executive~~Nevada ~~and~~corporation. ~~Financial~~In ~~Officers~~connection with the LOI, weEncompass ~~conducted~~issued ana ~~evaluation~~promissory ofnote (the ~~effectiveness~~“Note”) ofto ~~our~~the ~~internal~~Company ~~control~~pursuant ~~over~~to ~~financial~~a ~~reporting~~loan ~~using~~agreement (the ~~criteria~~“Loan ~~set~~Agreement”), ~~forth~~dated July 22, 2019, by and between Encompass and the ~~Committee~~Company, in exchange for a loan of ~~Sponsoring~~$100,000 ~~Organizations~~(the “Loan”). Pursuant to the Loan Agreement, the proceeds of the ~~Treadway~~Loan ~~Commission~~will inbe ~~Internal~~used ~~Control—Integrated~~by ~~Framework~~Encompass ~~(2013)~~for working capital and general corporate purposes. The InNote ~~connection~~has ~~with~~a ~~our~~twelve-month ~~evaluation~~term, wean ~~identified~~interest arate ~~material~~of ~~weakness~~5.0%, and is payable in ~~our~~monthly ~~internal~~installments ~~control~~of ~~over~~$2,000, ~~financial~~with ~~reporting~~all asremaining principal and interest due on the maturity date, unless paid earlier by Encompass. During the fiscal year ended June 30, 2020, the Company received $16,000 towards monthly installments. We recorded interest income of $6,304 during the period ended June 30, ~~2019~~2020. The Note receivable balance at June 30, 2020 was $88,510.

AThe ~~material~~Board ~~weakness is a deficiency, or combination~~ of ~~deficiencies,~~Directors ~~that creates a reasonable possibility that a material misstatement~~ of the ~~annual~~Company orhave ~~interim~~determined ~~financial statements will~~ not ~~be prevented or detected in a timely manner. The material weakness related~~ to ~~our~~proceed ~~company~~with ~~was due to not having~~ the ~~adequate~~acquisition ~~personnel~~as tocontemplated ~~address~~under the ~~reporting requirements of a public company and to fully analyze and account for our transactions~~LOI. We do not believe that this material weakness has resulted in deficient financial reporting because we have worked through the year end close process performing additional review and analysis to assure compliance with accounting principles generally accepted in the United States ("GAAP") and SEC reporting requirements.

~~Accordingly,~~An ~~while~~addendum weto ~~identified~~this aLoan ~~material~~Agreement ~~weakness~~and inreplacement ~~our~~promissory ~~system~~note ofwas ~~internal~~executed ~~control~~on ~~over~~September ~~financial~~25, ~~reporting~~2020 aswith an effective date of June 30, ~~2019,~~2020. weUnder ~~believe~~the ~~that~~terms weof ~~have~~the ~~taken~~new ~~reasonable~~Note, ~~steps to ascertain that~~ the ~~financial~~loan ~~information~~matures ~~contained~~on inOctober ~~this~~1, ~~report~~2021 isand incontinues ~~accordance with GAAP. We are committed~~ to ~~remediating~~bear ~~the~~interest ~~control~~at ~~deficiencies~~5% ~~that~~per ~~constitute~~annum, ~~the~~interest ~~material~~payable ~~weaknesses~~in byarrears. Please ~~implementing~~refer ~~changes~~ to ~~our~~Note ~~internal~~16 ~~control~~– “Subsequent ~~over financial reporting~~Events”. ~~Management is~~

17Note 9 – Accrued Liabilities

~~responsible~~Accrued ~~for~~liabilities ~~implementing~~at June ~~changes~~30, 2020 and 2019 ~~improvements~~consist inof the ~~internal control over financial reporting and for remediating the control deficiencies that gave rise to the material weaknesses.~~following:

We plan to implement measures to remediate the underlying causes of the control deficiencies that gave rise to the material weaknesses through additional training efforts as well as ensuring appropriate review of the related significant accounting policies by the members of management with the requisite level of knowledge, experience and training to appropriately apply GAAP. We plan to undertake additional review processes to ensure the related significant accounting policies are implemented and applied properly on a consistent basis throughout the Company. We believe these measures will remediate the control deficiencies. However, we have not completed all of the corrective processes, procedures and related evaluation or remediation that we believe are necessary. As we continue to evaluate and work to remediate the control deficiencies that gave rise to the material weaknesses, we may determine to take additional measures to address the control deficiencies.

	June 30, 2020		June 30, 2019
Accrued salaries and wages	$	23,749	$	52,857
Accrued interest on mortgage		21,431		21,431
Accrued expenses		127,498		156,467
	$	172,678	$	230,755

~~This~~Note ~~Report on Form~~ 10-K ~~does~~– Capital not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this Report on Form 10-K.Stock

~~Changes~~On inJune ~~Internal~~22, ~~Control~~2018, ~~Over~~the ~~Financial~~Board ~~Reporting~~of Directors of the Company approved the Recapitalization, which increased the Company’s authorized Common Stock from 100,000,000 to 175,000,000 shares, effective July 10, 2018. As of June 30, 2019, the Company's authorized stock consisted of 175,000,000 shares and 5,000,000 shares of Preferred Stock. As of August 29, 2019, the Company increased its authorized shares to 500,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock, respectively.

~~None.~~Reverse Stock Split

~~ITEM~~On ~~9B: OTHER~~May ~~INFORMATION~~13, 2020, the Company’s board of directors and stockholders approved an amended and restated certificate of incorporation to, among other things, effect a reverse split on the outstanding shares of the Company’s common stock on a one-for-20 basis (the “Reverse Stock Split”). The Reverse Stock Split became effective on July 30, 2020 and has been shown on a retroactive basis within all periods presented. The par values of the common were not adjusted as a result of the reverse stock split.

~~None~~F-19

~~PART~~GROW ~~III~~CAPITAL, INC. AND SUBSIDIARIES

~~Certain~~NOTES ~~information~~TO ~~required~~AUDITED byCONSOLIDATED ~~Part~~FINANCIAL ~~III is omitted from this report and is incorporated by reference to our Information Statement to be filed with the SEC pursuant to Regulation 14C (the “Information Statement”).~~ STATEMENTS

~~ITEM~~Note 10. ~~DIRECTORS,~~– Capital ~~EXECUTIVE~~Stock ~~OFFICERS AND CORPORATE GOVERNANCE~~ (continued)

~~The~~Common information required by this Item concerning our directors and executive officers is hereby incorporated by reference to the sections of our Information Statement under the headings “Board of Directors,” “Information Regarding Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Corporate Governance—Code of Ethics” and “Corporate Governance—Audit Committee.” Stock

~~ITEM~~Share ~~11. EXECUTIVE~~issuances ~~COMPENSATION~~during the fiscal year ended June 30,2020:

The ~~information~~Company ~~required~~issued a bytotal ~~this~~of 5,533,773 unregistered, ~~Item~~restricted isshares ~~hereby~~of ~~incorporated~~Common byStock ~~reference~~ to ~~the~~acquire ~~sections~~Bombshell ~~of our Information Statement entitled “Compensation of Directors~~Technologies,” ~~and~~Inc. ~~“Executive~~(See ~~Compensation~~Note 4).”

~~ITEM~~The 12Company issued 318,889 shares of unregistered, restricted Common Stock in respect of private placements for total gross proceeds of $355,000. ~~SECURITY~~ ~~OWNERSHIP~~In OFthe ~~CERTAIN~~period, ~~BENEFICIAL~~the ~~OWNERS~~Company ~~AND~~collected ~~MANAGEMENT~~$150,000 ~~AND~~from ~~RELATED~~a ~~STOCKHOLDER~~prior ~~MATTERS~~period subscription receivable.

(The Company issued a~~)Equity~~ ~~Compensation~~total ~~Plans~~of 573,972 unregistered, restricted Common Shares to officers and directors as part of their respective executive and/or board compensation package. The Company valued those issuances at the closing price of the Company’s stock as traded on the OTCMarket on the date of grant and recorded stock-based compensation of $649,289.

~~Equity~~The ~~Incentive~~Company ~~Plan~~issued 88,129 fully vested shares of unregistered, restricted Common Shares to settle certain liabilities. The Company valued those issuances at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of grant and recorded a $106,433 liability settlement and stock-based compensation of $28,593 on the statement of operations.

InOn ~~December~~September ~~2015~~30, 2019, the Company ~~adopted~~retired ~~the~~454,694 ~~2015~~shares ~~Equity~~of ~~Incentive Plan (~~the ~~“Incentive~~Company’s ~~Plan”)~~Common ~~with~~Stock. aThe ~~term~~Company ofvalued 10those ~~years. The~~retired ~~Incentive~~shares ~~Plan~~at ~~allows for~~ the ~~issuance~~closing upprice ~~to a maximum~~ of 2the ~~million~~Company’s ~~shares of~~ Common Stock, ~~options~~as ~~exercisable~~traded ~~into~~on ~~Common Stock of~~ the ~~Company~~OTCMarkets orand ~~stock~~recorded ~~purchase~~$869,389 ~~rights~~as ~~exercisable~~sale ~~into~~price ~~shares~~ of ~~Common~~WCS ~~Stock~~and of$40,000 ~~the~~as ~~Company. The~~related ~~Incentive Plan is administered by the Board unless a separate delegation~~ to anoffset ~~administrator~~lease ~~is made by the Board~~receivable. ~~Options~~(See ~~granted~~Note ~~under the Incentive Plan carry a maximum term of 10 years, except to a grantee~~ 5).

18The Company had prepaid stock-based compensation of $1,380,459 as of June 30, 2019 which was fully amortized as stock based compensation in the fiscal year ended June 30, 2020.

~~who~~Share isissuances ~~also~~during ~~a 10% beneficial owner at~~ the ~~time~~fiscal ofyear ~~grant,~~ended inJune ~~which case the maximum term is 5 years. In addition~~30, exercise prices of options granted must be within a certain percentage of the closing price on date of grant depending on the level of beneficial ownership of Common Stock of the Company by the grantee. All vesting conditions are set by the Board or a designated administrator. In December 2015, the Company filed a registration statement on Form S-8 covering all shares issued or issuable under the Incentive Plan. The Company has granted options to purchase 2 million shares under the Incentive Plan during April 2016, 1.5 million of which have been exercised and 0.5 million of which have vested and remain outstanding. There are no remaining shares available under the Incentive Plan.2019:

During the fiscal year ended June 30, 2019, the Company issued a total of 1,292,714 unregistered, restricted shares of Common Stock ~~Plan~~in respect to private placements between $1.20 and $2.00 per share and received cash proceeds of $1,915,000. As of June 30, 2019, $150,000 representing 46,875 shares was unpaid and issuable. The subscription was received in July 2019 and shares were issued.

InDuring ~~December 2015,~~ the ~~Company~~fiscal ~~adopted~~year ~~the~~ended ~~2015~~June ~~Stock~~30, ~~Plan~~2019, (the ~~“Stock~~Company ~~Plan”). As~~issued a ~~condition~~total of ~~adoption~~146,065 ~~of the Stock Plan~~unregistered, ~~the~~restricted shares ~~Company~~of ~~filed~~Common aStock ~~registration~~to ~~statement~~officers onand ~~Form~~directors ~~S-8~~as inpart ~~December~~of ~~2015~~their torespective ~~register~~board ~~the~~compensation ~~shares issued under the Stock Plan~~package. The ~~Stock~~Company ~~Plan~~valued ~~allows for~~ the ~~issuance~~issuances ofmade upas toemployment acompensation ~~maximum~~at ofthe 2closing ~~million~~price ~~shares~~ of ~~Common Stock of~~ the Company.’s ~~The~~Common Stock ~~Plan~~as istraded ~~administered~~on by the ~~Board~~OTCMarkets ~~unless~~on athe ~~separate~~date ~~delegation~~of togrant anand ~~administrator is made by~~ the ~~Board. The~~issuances ~~Stock~~to ~~Plan~~directors ~~shall~~at ~~continue~~a indiscount ~~effect~~of ~~until~~35% itto ismarket ~~terminated~~on by the ~~Board~~first orday ~~all~~of ~~shares~~each ~~are~~calendar ~~issued~~quarter, ~~pursuant~~and toconsequently ~~the~~recorded ~~Stock~~stock-based ~~Plan. The~~compensation ~~Company~~of ~~has not granted any shares under the Stock Plan~~$313,723.

~~Options~~During the fiscal year ended June 30, 2019, the Company issued 50,000 unregistered, restricted shares of Common Stock to the Company’s secretary for services rendered, valued at $115,000, or $2.30 per share, the closing price of the Company’s Common Stock on the date of issuance as posted on OTCMarkets.

ADuring ~~summary~~the year ended June 30, 2019, the Company issued an aggregate of 416,569 shares of unregistered, restricted Common Stock to its officers and directors, as compensation for their services pursuant to the ~~change~~terms inof ~~stock~~their ~~purchase~~employment ~~options~~agreements. ~~outstanding~~The Company valued the issuances at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of each grant. Because the share compensation is all of the compensation earned by the officers and directors for their services, the ~~period~~Company treated the issuances as akin to a cash payment and recorded $1,268,649 into prepaid expense upon issuance. The Company ratably amortized the prepaid compensation over the term of the employment covered in the employment agreements. For the fiscal year ended June 30, 2019, ~~and~~the ~~2018~~Company isexpensed $195,337 as ~~follows:~~ stock-based compensation.

				Weighted	Remaining
				Average	Contractual
	Options		Exercise	Grant Date	Life
	Outstanding		Price	Fair Value	(Years)
Balance – June 30, 2017	500,000		$0.40	$0.52	3.83
Options issued		-	-	-	-
Options expired		-	-	-	-
Options exercised		-	-	-	-
Balance – June 30, 2018		500,000	$0.40	$0.52	2.83
Options issued		-	-	-	-
Options expired		-	-	-	-
Options exercised		-	-	-	-
Balance – June 30, 2019		500,000	$0.40	$0.52	1.83

F-20

~~There~~GROW ~~were no unvested options outstanding during the years ended June 30~~CAPITAL, ~~2019 and 2018~~INC. ~~Options~~AND outstanding had intrinsic value as of June 30, 2019 and 2018 of $nil. In the year ended June 30, 2016 the Company issued an option with no term attached. Of the original option, 500,000 remain outstanding. SUBSIDIARIES

NOTES ~~(b)~~TO ~~Security~~AUDITED ~~Ownership~~CONSOLIDATED FINANCIAL STATEMENTS

~~The~~Note ~~information~~10 ~~required~~– Capital byStock ~~this Item is hereby incorporated by reference to the section of our Information Statement entitled “Security Ownership of Certain Beneficial Owners and Management.”~~ (continued)

~~ITEM~~Common ~~13. CERTAIN~~Stock ~~RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE~~(continued)

~~The~~Share ~~information~~issuances ~~required~~during ~~by this Item is hereby incorporated by reference to~~ the ~~section~~fiscal ofyear ~~our~~ended ~~Information~~June ~~Statement~~30,2019 ~~entitled “Director Independence and Certain Relationships and Related Transactions.”~~(continued):

~~ITEM~~During 14the year ended June 30, 2019, the Company issued 150,000 unregistered, restricted shares of Common Stock to Jonathan Bonnette, pursuant to the terms of his employment agreement as compensation for his initial year as President and CEO. ~~PRINCIPAL~~ ~~ACCOUNTING~~Of ~~FEES~~the ~~AND~~Common ~~SERVICES~~Stock issued, 75,000 vested at grant and the remaining 75,000 shares of Common Stock vested 180 days after the signing of the employment agreement in July 2018. The Company valued the issuance at $2.40 per share,the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of grant. Because the share compensation was all of the compensation earned by Mr. Bonnette for his services as CEO and President during the term of his employment agreement, the Company treated the issuance as akin to a cash payment and recorded $390,000 into prepaid expense upon issuance. The Company ratably amortized the prepaid compensation over the initial 12-month period of employment covered in the employment agreement. For the fiscal year ended June 30, 2019, the Company expensed $390,000 as stock-based compensation.

19During the fiscal year ended June 30, 2019, the Company issued an aggregate of 214,156 fully vested unregistered, restricted shares of Common Stock to consultants for services pursuant to the terms of their consulting agreements. The Company valued the issuance at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of each grant. Because the share compensation was all of the compensation earned by consultants for their services under the terms of their consulting agreements, the Company treated each of the issuances as a cash payment and recorded $767,046 into prepaid expense upon issuance. The Company ratably amortized the prepaid compensation over the applicable 12-month period of each consulting agreement. For the fiscal year ended June 30, 2019, the Company expensed $459,859 as stock-based compensation.

~~The~~During ~~information~~the ~~required~~fiscal byyear ~~this~~ended ~~Item~~June is30, ~~hereby~~2019, ~~incorporated~~the byCompany ~~reference~~issued 57,434 fully vested unregistered, restricted shares of Common Stock to settle certain liabilities. The Company valued those issuances at the ~~sections~~closing price of ~~our~~the ~~Information~~Company’s ~~Statement~~Common ~~entitled~~Stock ~~“Principal~~as ~~Accountant~~traded ~~Fees~~on the OTCMarkets on the date of grant and ~~Services”~~recorded a $79,894 liability settlement and ~~“Board~~interest expense of ~~Directors~~$6,612 ~~Pre~~and stock-~~Approval~~based ~~Policies~~compensation of $10,099 on the statement of operations.”

~~PART~~Preferred IVStock

~~ITEM~~In 152015, the Company designated all 5,000,000 shares of its Preferred Stock as Series A Convertible Preferred Stock (the "Series A Preferred"), par value $0.001. The Series A Preferred shareholders voted together with the Common Stock as a single class and were entitled to receive all notices relating to voting that are required to be given to the holders of the Common Stock. ~~EXHIBITS~~The ~~AND~~holders ~~FINANCIAL~~of ~~STATEMENT~~shares ~~SCHEDULES~~of Series A Preferred were entitled to five votes per share and each share was convertible by the holder into five shares of Common Stock. All of the Series A Preferred shares were issued and converted into Common Stock in November 2015.

~~(a)Financial~~Equity ~~Statements. See~~Incentive ~~the audited financial statements for the Fiscal Year ended June 30, 2019 and 2018 contained in Item 8 above which are incorporated herein by this reference.~~ Plan

In December 2015, the Company adopted the 2015 Equity Incentive Plan (bthe “Incentive Plan”)~~Exhibits~~ with a term of 10 years. The ~~following~~Incentive ~~exhibits~~Plan ~~are~~allows ~~filed~~for asthe ~~part~~issuance up to a maximum of ~~this~~100,000 ~~Report~~shares of Common Stock, options exercisable into Common Stock of the Company or stock purchase rights exercisable into shares of Common Stock of the Company. The Incentive Plan is administered by the Board unless a separate delegation to an administrator is made by the Board. Options granted under the Incentive Plan carry a maximum term of 10 years, except to a grantee who is also a 10% beneficial owner at the time of grant, in which case the maximum term is 5 years. In addition, exercise prices of options granted must be within a certain percentage of the closing price on date of grant depending on the level of beneficial ownership of Common Stock of the Company by the grantee. All vesting conditions are set by the Board or a designated administrator. In December 2015, the Company filed a registration statement on Form 10S-K: 8 covering all shares issued or issuable under the Incentive Plan. The Company has granted options to purchase 100,000 shares under the Incentive Plan during April 2016, 75,000 of which have been exercised and 25,000 of which have vested and were canceled, unexercised, during the current fiscal year. There are no remaining shares available under the Incentive Plan.

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed September 3, 2019)
3.2	By-laws of the Company (incorporated by reference to Exhibit 3.2 of the Company’s Form 10-Q filed on February 20, 2019)
10.1#	Employment Agreement, by and between the Company and Jonathan Bonnette, dated July 1, 2018 (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q filed on February 20, 2019)
10.2#	Agreement, by and between the Company and Trevor Hall, dated January 28, 2019 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 1, 2019)
10.3#	Consulting Agreement, by and between the Company and Carl Sanko, dated August 6, 2018 (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q filed on February 20, 2019)
10.4#	Consulting Agreement, by and between the Company and Wayne Zallen, dated August 6, 2018 (incorporated by reference to Exhibit 10.5 of the Company’s Form 10-Q filed on February 20, 2019)
10.5#	Consulting Agreement, effective February 15, 2019, by and between the Company and James Olson (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 3, 2019)
10.6	Consulting Agreement, effective July 1, 2018, by and between the Company and Terry Kennedy (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed May 16, 2019)
10.7#	Fee Agreement, dated May 15, 2019, by and between the Company and Jonathan Bonnette (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed May 20, 2019)
10.8#	Fee Agreement, dated May 15, 2019, by and between the Company and Carl Sanko (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed May 20, 2019)
10.9	Fee Agreement, dated May 15, 2019, by and between the Company and Terry Kennedy (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed May 20, 2019)
10.10	Fee Agreement, dated June 8, 2019, by and between the Company and AF1 Public Relations LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed June 8, 2019)

F-21

20GROW CAPITAL, INC. AND SUBSIDIARIES

10.11	Exchange Agreement, dated June 26, 2019, by and between the Company, Bombshell Technologies, Inc., and the shareholders of Bombshell Technologies, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed June 27, 2019)
10.12	First Amendment to the Exchange Agreement, dated July 23, 2019, by and between the Company, Bombshell Technologies, Inc., and the shareholders of Bombshell Technologies, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed July 24, 2019)
10.13	Registration Rights Agreement, dated July 23, 2019, by and between the Company and the shareholders of Bombshell Technologies, Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed July 24, 2019)
10.14	Loan Agreement, by and between the Company and Encompass More Group, Inc., dated July 22, 2019 (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed July 24, 2019)
10.15	Promissory Note issued by Encompass More Group, Inc. to the Company, dated July 22, 2019 (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed July 24, 2019)
10.16	Sublease, by and between the Company and Appreciation, LLC effective February 19, 2019 (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q filed February 20, 2019)
10.17	Membership Interest Purchase Agreement, dated September 30, 2019, by and between Grow Capital, Inc., WCS Enterprises, LLC, and the Wayne A. Zallen Trust u/a/d 10/24/2014 (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed October 2, 2019)
10.18	Separation and Release of Claims Agreement, dated September 30, 2019, by and between the Company and Wayne Zallen (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed October 2, 2019)
14	Code of Conduct (incorporated by reference to Exhibit 14.01 to the Company’s Form 10-12G filed January 7, 2009)
21*	List of Subsidiaries
31.1*	Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
32.2*	Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101 INS*	XBRL Instance Document
101 PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101 LAB*	XBRL Taxonomy Extension Label Linkbase Document
101 DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101 CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101 SCH*	XBRL Taxonomy Extension Schema Document

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

*FiledNote ~~herewith.~~10 – Capital Stock (continued)

#Stock ~~Management contract or any compensatory plan, contract or arrangement.~~ Plan

21In December 2015, the Company adopted the 2015 Stock Plan (the “Stock Plan”). As a condition of adoption of the Stock Plan, the Company filed a registration statement on Form S-8 in December 2015 to register the shares issued under the Stock Plan. The Stock Plan allows for the issuance of up to a maximum of 100,000 shares of Common Stock of the Company. The Stock Plan is administered by the Board unless a separate delegation to an administrator is made by the Board. The Stock Plan shall continue in effect until it is terminated by the Board or all shares are issued pursuant to the Stock Plan. The Company has not granted any shares under the Stock Plan.

~~SIGNATURES~~Options

~~Pursuant~~A tosummary of the ~~requirements~~change ofin ~~Section~~stock 13purchase oroptions ~~15(d)~~outstanding offor the ~~Securities~~fiscal ~~Exchange~~years ~~Act~~ended ofJune ~~1934~~30, ~~the~~2020 ~~registrant~~and ~~has~~2019 ~~duly~~is ~~caused~~as ~~this report to be signed on its behalf by the undersigned thereunto duly authorized.~~follows:

	Grow Capital Inc.
					Weighted	Remaining
Date: October 15, 2019	By:	/s/ Jonathan Bonnette
					Average	Contractual
		Jonathan Bonnette Chief Executive Officer, and President (Principal Executive Officer)
		Options		Exercise	Grant Date	Life
Date: October 15, 2019	By:	/s/ Trevor K. Hall
		Outstanding		Price	Fair Value	(Years)
		Trevor K. Hall Chief Financial Officer (Principal Financial Officer)
Balance – June 30, 2018			25,000	$8.00	$10.40	2.83
Options issued			-	-	-	-
Options expired			-	-	-	-
Options exercised			-	-	-	-
Balance – June 30, 2019			25,000	$8.00	$10.40	1.83
Options issued
Options expired			(25,000)	$8.00	$10.40	-
Options exercised
Balance – June 30, 2020			-	-	-	-

~~Pursuant~~There towere ~~the~~no ~~requirements~~unvested ofoptions outstanding during the ~~Securities~~years ~~Exchange~~ended ~~Act~~June 30, 2020 and 2019. Options outstanding had intrinsic value as of ~~1934~~June 30, ~~this~~2020 ~~report~~and ~~has~~2019 of ~~been~~$nil. ~~signed~~In ~~below~~the byyear ended June 30, 2016 the ~~following persons~~Company onissued ~~behalf~~an ofoption ~~the~~with ~~registrant~~no term attached, and effective June 30, 2020, in accordance with the ~~capacities~~terms ~~and~~of onthe 2015 Equity Incentive Plan, the ~~dates~~Company ~~indicated~~terminated 25,000 unexercised, vested options.

Signature	Title	Date
/s/ Jonathan Bonnette	Chief Executive Officer, President and a Director (Principal Executive Officer)	October 15, 2019
Jonathan Bonnette
/s/ Carl S. Sanko	Director and Secretary/Treasurer	October 15, 2019
Carl S. Sanko
/s/ James Olson	Director and Chairman of the Board	October 15, 2019
Wayne A. Zallen
/s/ Trevor K. Hall	Chief Financial Officer (Principal Financial and Accounting Officer)	October 15, 2019
Trevor K. Hall

Note 11 – Related Party Transactions

22(1)Bombshell Technologies, Inc.

Revenue

The following table summarizes the revenue from the Company’s related parties:

	Fiscal Year Ended
	June 30, 2020		June 20, 2019
Appreciation Financial LLC (1)	$	832,646	$	359,557
Public Employee Retirement Assistance (1)		327,898		52,780
Superior Performers Inc. (1)		847,981		356,156
Others		42,830		19,426
Grand Total	$	2,051,355	$	787,919

(1)

The Company had a significant concentration of revenue from these four customers totaling 90% and 94% of gross related party revenues during the fiscal year ended June 30, 2020 and 2019, respectively. Related entities are controlled by over 5% shareholders of the Company and/or officer/directors of the Company.

F-22

GROW CAPITAL, INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 11 – Related Party Transactions (continued)

(2)Bombshell Technologies, Inc.

Revenue

The following table summarizes the accounts receivable from the Company’s related parties:

	June 30, 2020
Appreciation Financial, LLC (1)	$	140,289
Public Employee Retirement Assistance		49,737
Superior Performers Inc (1)		58,061
Other		970
Total	$	249,057

(1)

The Company had a significant concentration of accounts receivable from these three customers totaling 99% as at June 30, 2020. Related entities are controlled by over 5% shareholders of the Company and/or officer/directors of the Company.

Costs of Goods and Commissions Fees

The following table summarizes the Costs of Sales – related parties:

	Fiscal Year Ended June 30,
		2020	2019
Trendsic Corporation Inc. (1)(2)		178,799	252,455
Ambiguous Holdings LLC (1)(2)		7,555	42,158
Total		186,354	294,613

(1)	The Company had a significant concentration of total costs of goods sold from these two related party vendors totaling 100% of related party costs of goods sold in the fiscal years ended June 30, 2020 and 2019, respectively.
(2)	Related entities are controlled by over 5% shareholders of the Company and/or officer/directors of the Company.

The following table summarizes expense related to commission fees included as General and administrative – related parties:

	Fiscal Year ended June 30,
	2020		2019
Zeake, LLC (1)	$	223,957	$	82,470

(1)Related entities are controlled by over 5% shareholders of the Company and/or officer/directors of the Company.

F-23

GROW CAPITAL, INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 11 – Related Party Transactions (continued)

The following table summarizes accounts payable to the Company’s related parties:

	June 30, 2020
Trendsic Corporation Inc. (1)	$	61,948
Zeake, LLC (1)		78,515
	$	140,463

(1)Related entities are controlled by over 5% shareholders of the Company and/or officer/directors of the Company.

Advances

As of June 30, 2020, and June 30, 2019, Bombshell Software LLC, a company controlled by an officer of our 100% owned subsidiary, Bombshell Technologies Inc. had made non-interest-bearing cash advances in the cumulative amount of $0 and $66,195, respectively to Bombshell Technologies Inc. During the fiscal year ended June 30, 2020, the Company paid cash to settle the advances.

(3)WCS

Until its sale of WCS on September 30, 2019, the Company was leasing units in the building located at the Eagle Point Property. The building has approximately 15,000 square feet and is divided into four 1,500 square feet condo style grow rooms, 1,500 square feet of office space which is currently being offered for lease, and one 7,500 square foot grow facility. The four grow rooms are currently being offered for lease, and the grow facility is under lease to a company controlled by our former CEO and Chairman. The lease for the grow facility was entered into by the prior owner before the purchase of the Eagle Point Property by WCS in 2013. The lease term for the grow facility began once the tenant improvements were completed and the premises were occupied in fiscal 2017 and continues for a period of 36 months. The lease on the grow facility commenced in fiscal 2017. Revenue recorded in the fiscal year ended June 30, 2020 and 2019 included in discontinued operations to related parties amounted to $14,400 and $43,200, respectively.

(4)Grow Capital

In July 2018, the Company entered into an employment agreement with Mr. Bonnette. The employment agreement had an initial term of one year and includes compensation for the first year of $240,000 payable in unregistered shares of Common Stock at a valuation of $1.60 per share or 150,000 shares of Common Stock, which were issued in July 2018. The shares were valued at $390,000 upon grant, recorded to prepaid compensation and amortized ratably over the term of the agreement.

During the three months ended September 30, 2018, the Company negotiated a sublease agreement to lease approximately 1,338 square feet of office space at a business center known as Green Valley Corporate Center South located in Henderson, Nevada (the “Henderson Property”), effective October 19, 2018, for use as the Company’s new headquarters. The lease has a term of 123 months, an abatement of the first four months of rent during which

F-24

GROW CAPITAL, INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 11 – Related Party Transactions (continued)

time the Company would complete certain required leasehold improvements and escalating base monthly rent per square foot ranging between $2.00 to $3.00 per square foot. Material lease hold improvements are being amortized over the term of the lease. The Company commenced occupation of the premises in February 2019. Appreciation, LLC holds the master lease from which the Company derives its sublease for its headquarters. Terry Kennedy, the President of Appreciation, provides consulting services to the Company and is also a beneficial owner of more than 10% of the Company’s Common Stock. Total rent charged under this sublease during the fiscal year ended June 30, 2020 was $36,568 ($13,380 – June 30, 2019) of which $25,074 ($2,676 – June 30, 2019) has been paid.

In July 2018, the Company entered into a consulting agreement with Mr. Kennedy with a one-year term. Mr. Kennedy received a fixed fee of $100,000 for his services which was payable in unregistered shares of Common Stock valued at $2 per share for the first $50,000 on July 1, 2018 and at $0.68 for the second $50,000 payable on January 1, 2019 for a total of 98,541 unregistered shares of Common Stock, all of which have been issued. The shares payable on January 1, 2019 were valued at $394,161 and were expensed in the fiscal year ended June 30, 2019.

On January 28, 2019, the Company entered into a consulting agreement with Trevor Hall and appointed Mr. Hall to serve as a part-time CFO of the Company through December 31, 2019. Mr. Hall succeeded Wayne Zallen as CFO, who resigned from the position in connection with Mr. Hall’s appointment. Pursuant to the consulting agreement, Mr. Hall received $63,000 in compensation, payable as 50,000 shares of Common Stock of unregistered Common Stock of the Company and will devote enough of his time to the Company as is reasonably necessary to meet the needs of the Company during the term. The shares were issued on January 29, 2019.

On April 29, 2019, Mr. Wayne Zallen resigned as a member of the Board of Directors and Chairman. Concurrently the board appointed James Olson to fill the Board vacancy and as Chairman of the Board. Mr. Olson will also be entitled to compensation for his service on the Board of Directors in the amount of $10,000 per quarter paid in the form of fully vested unregistered shares of the Company’s Common Stock at a discount of 35% to market on the first day of each calendar quarter. On April 29, 2019 Mr. Olson was issued a total of 5,443 shares in connection with his appointment at the discount to market described above.

On May 15, 2019, the Company entered into Fee Agreements (collectively, the “Fee Agreements”) with each of (i) Jonathan Bonnette, (ii) Carl Sanko, a director and the Secretary of the Company, and (iii) Terry Kennedy. Under the Fee Agreements, on May 15, 2019, each of Mr. Bonnette, Mr. Sanko, and Mr. Kennedy were issued unregistered shares of Common Stock for services provided to the Company. Pursuant to the Fee Agreements (i) Mr. Bonnette received a fixed fee of $320,000 for his service as Chief Executive Officer of the Company and for outside business management and consulting services, which was paid through the issuance of 206,230 unregistered shares of Common Stock; (ii) Mr. Sanko received a fixed fee of $210,000 for his services as Secretary of the Company and for outside business management and consulting services, which was paid through the issuance of 135,339 unregistered shares of Common Stock, and (iii) Mr. Kennedy received a fixed fee of $160,000 for outside business consulting services, which was paid through the issuance of 103,115 unregistered shares of Common Stock. Under the Fee Agreements, the shares of Common Stock were issued at a value of $1.5516 per share. The value of the Common Stock was set by the Company’s board of directors and was equal to the average of the three lowest closing prices of the Common Stock in the 30 trading days before May 15, 2019 after applying a 30% discount. The Fee Agreements each have a term of one year. The shares of Common Stock issued under the Fee Agreements were valued at $1,511,034 upon grant based upon the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of grant, recorded to prepaid compensation and amortized ratably over the term of the agreement.

In fiscal 2018, the Company was notified by its primary banks that these banks would no longer accept the Company as a client for its banking services. Because the Company rents its properties to those who engage in a federal crime under the Controlled Substances Act, most banks subject to any federal oversight (the Office of the

F-25

GROW CAPITAL, INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 11 – Related Party Transactions (continued)

Comptroller of the Currency or any of the Federal Reserve Bank’s of the United States) have declined to do business with any entity that is related in any way to cannabis operations. The Company’s management and directors have as of June 30, 2018 transferred the Company’s cash and its banking operations to an entity owned and controlled by them. The Company has treated the cash transferred as amounts due from this related entity and the cash expended from these accounts on behalf of the Company as reductions of the amounts due from the related entity. As of June 30, 2020, and June 30, 2019, the amount held in cash by the related entity and reported as a current asset as due from related party was $0 and $16,854.

On February 12, 2020, the Company entered into a consulting agreement with Trevor Hall and appointed Mr. Hall to serve as an interim CFO of the Company beginning January 1, 2020 through December 31, 2020. Pursuant to the consulting agreement, a fixed fee of Sixty Thousand (60,000) shares of the Company’s unregistered restricted common stock for his providing chief financial officer services. The shares are to be issued at a rate of Fifteen Thousand (15,000) shares per quarter. The first and second installments, covering the period January 1 to June 30, 2020, were issued on March 3, 2020 and vested immediately upon issuance.

On April 1, 2020, Jonathan Bonnette, who had been the President and Chief Executive Officer of Grow Capital since July 1, 2018, transitioned out of his role as President and Chief Executive Officer and became the Company’s Chief Technology Officer and the Chief Executive Officer of the Company’s subsidiary, Bombshell Technologies.

Mr. Terry Kennedy was appointed to succeed Mr. Bonnette as the President and Chief Executive Officer of the Company, effective April 1, 2020. In connection with Mr. Kennedy’s appointment, the Company and Mr. Kennedy entered into an executive compensation agreement (the “Compensation Agreement”) with an effective date of April 1, 2020. The Compensation Agreement governs the terms and conditions regarding Mr. Kennedy’s compensation for the three-month period beginning on April 1, 2020, and ending on June 30, 2020, and may be terminated “for cause” only. Pursuant to the Compensation Agreement, following his appointment as President and Chief Executive Officer, Mr. Kennedy was issued 50,000 unregistered, restricted shares of the Company’s Common Stock on April 20, 2020 as compensation for the three-month period ending June 30, 2020. The 50,000 shares were valued at $44,040 at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of grant. The shares of common stock issued are immediately and fully vested, and deemed to be fully earned, upon their issuance. If such a permanent executive compensation or employment agreement is not consummated prior to July 1, 2020, the Compensation Agreement will automatically renew for one additional three-month period beginning on July 1, 2020, with Mr. Kennedy entitled to receive up to an additional 50, 000 unregistered, restricted shares of the Company’s common stock, with the actual number of shares being prorated for the portion of the extended period actually served until the more permanent executive compensation/employment agreement is consummated.

On May 15, 2020, the Company entered into Fee Agreements (collectively, the “Fee Agreements”) with each of (i) Jonathan Bonnette, and (ii) Carl Sanko, a director and the Secretary of the Company. Under the Fee Agreements, on May 15, 2020, each of Mr. Bonnette, and Mr. Sanko were issued unregistered, restricted shares of Common Stock for services provided to the Company. Pursuant to the Fee Agreements:

(i)Mr. Bonnette received a fixed fee of $320,000 for his service as Chief Executive Officer of the Company and for outside business management and consulting services of which 1/3, or $106,667 was immediately payable. by way of an upfront payment of 133,333 unregistered, restricted shares of Common Stock valued at $113,017 and deemed to cover the three-month period from May 15, 2020 to August 15, 2020. The balance of Mr. Bonnette’s compensation of $213,333 will vest monthly but be paid in shares of Common Stock quarterly in installments of $71,111 within 10 days following each of the three-month periods ending of November 15, 2020, February 15, 2021, and May 15, 2021.

F-26

GROW CAPITAL, INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 11 – Related Party Transactions (continued)

(ii)Mr. Sanko received a fixed fee of $270,000 for his services as Secretary of the Company and for outside business management and consulting services, of which 1/3 or $90,000 was immediately payable by way of an upfront payment of 112,500 unregistered, restricted shares of Common Stock valued at $95,400 and deemed to cover the three-month period from May 15, 2020 to August 15, 2020; The balance of Mr. Sanko’s compensation of $180,000 will vest monthly but be paid in shares of Common Stock in quarterly in installments of $60,000 within 10 days following each of the three-month periods ending of November 15, 2020, February 15, 2021, and May 15, 2021.

245,834 shares issued on May 15, 2020 were valued at $208,417. The value of the Common Stock was set by the Company’s board of directors and was equal to the average of the three lowest closing prices of the Common Stock in the 30 trading days (Bonnette) and 10 trading days (Sanko) before May 15, 2020, after applying a 20% discount.

During the fiscal year ended June 30, 2020 certain officers and directors either as individuals or through companies controlled by them subscribed for shares of common stock for gross proceeds of $305,000 at $1 per share for a total of 305,000 shares of unregistered, restricted Common Stock.

Note 12 – Operating Leases

We have operating leases for corporate offices. During the three months ended September 30, 2018, the Company negotiated a sublease agreement with Appreciation Financial LLC effective October 19, 2018 to lease the Henderson Property for use as the Company’s new headquarters. The lease has a term of 123 months, an abatement of the first four months of rent during which time the Company would complete certain required leasehold improvements and escalating base monthly rent per square foot ranging between $2.00 to $3.00 per square foot. The Company commenced occupation of the premises in February 2019.

We have an operating lease for Bombshell located in Louisiana. The commercial lease agreement with option to renew was effective on January 6, 2020. The lease term is set for a period of one year and includes an option to extend the lease each year. Management has determined that it is reasonably certain that the option will be exercised based on the facts and circumstances at lease commencement, for a period of at least three (3) years. The monthly lease payment is $2,250.

Future minimum lease payments in respect of the above under non-cancellable leases as of June 30, 2020 as presented in accordance with ASC 842 were as follows:

2020	$	32,807
2021		66,457
2022		67,622
2023		41,906
2024		43,190
Remaining periods		185,488
Total future minimum lease payments		437,470
Less: imputed interest		(97,849)
Total		339,621
Current portion of operating lease		45,957
Long term of operating lease	$	293,664

F-27

GROW CAPITAL, INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 13 – Segment Reporting

The Company's operations are classified into two reportable segments that provide different products or services. Separate management of each segment is required because each business unit is subject to different marketing, operational, and growth and technology development strategies.

The recreational vacation site rentals segment operated by Resort at Lake Selmac, Inc. derives its revenue from rental of RV sites and campsites at its owned location on Lake Selmac in Oregon, US. The Fintech segment operated by Bombshell Technologies based in Nevada and Louisiana derives its income from proprietary software which delivers customized back office compliance, sophisticated multi-pay commission processing, and a unique new client application submission system, along with digital engagement marketing services centric to financial services. We derive revenue from both operating segments.

There are no inter-segment sales. The costs associated with management overhead for Grow Capital are dedicated to our key operating segment in the FinTech industry, Bombshell Technologies, and all corporate overhead has been included in this segment disclosure as a result.

	As of June 30,
	2020
Assets by segment
Bombshell Technologies and corporate *	$	1,129,266
Resort at Lake Selmac	783,992
Total assets	$	1,913,258

*Includes assets held for sale

Fiscal year ended June 30, 2020 and 2019:

		Fiscal Year Ended
		June 30,
		2020		2019
Revenues by segment:
Bombshell Technologies and corporate	$	2,239,285	$	814,928
Resort at Lake Selmac		129,219		250,285
Revenues	$	2,368,504	$	1,065,213

Segment profit (loss)
Bombshell Technologies and corporate	$	(2,870,722)	$	(2,164,096)
Resort at Lake Selmac		776		(114,940)
Total segment profit		(2,869,946)		(2,279,036)

F-28

GROW CAPITAL, INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 14 – Income Taxes

The income tax expense (benefit) consisted of the following for the fiscal year ended June 30, 2020 and 2019:

		June 30, 2020		June 30, 2019
Total current	$	-	$	-
Total deferred		-		-
	$	-	$	-

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The following is a reconciliation of the expected statutory federal income tax and state income tax provisions to the actual income tax benefit for the fiscal year ended June 30, 2020 and 2019:

	June 30, 2020		June 30, 2019
Expected benefit at federal statutory rate	$	658,000		649,000
Non-deductible expenses		(581,000)		(360,000)
Change in valuation allowance (including the effect from change in tax rates)		(77,000)		(289,000)
	$	-	$	-

Significant components of the Company’s deferred tax assets and liabilities were as follows for the fiscal year ended June 30, 2020 and 2019:

	June 30, 2020		June 30, 2019
Deferred tax assets:
Net operating loss carryforwards	$	2,369,000	$	2,127,900
Deferred payroll		-		81,200
Impairments		-		82,900
Other		-		-
Total deferred tax assets		2,369,000		2,292,000

Deferred tax liabilities
Deferred revenue		(31,800)		-
Total deferred tax liabilities		(31,800)		-

Net deferred tax assets		2,337,200		2,292,000
Less valuation allowance		(2,369,000)		(2,292,000)
Net deferred tax assets (liabilities)	$	(31,800)	$	-

During the fiscal year ended June 30, 2020 and 2019 the Company recognized no amounts related to tax interest or penalties related to uncertain tax positions. The Company is subject to taxation in the United States and various state jurisdictions. The Company currently has no years under examination by any jurisdiction.

In the quarter ended September 30, 2019, the Company issued a significant number of new shares in its acquisition of Bombshell Technologies, Inc. (see Note 4) and the cancellation of then outstanding shares upon the sale of WCS Enterprises, LLC (see Note 5). The effect of these issuances and cancellations is that most likely, the Company experienced the requisite change of control as promulgated under the US Internal Revenue Code section 382. The effect of this will be that going forward, the ability of the Company to utilize the US Federal net operating loss carryforwards of Grow Capital, Inc. from prior to these transactions will be limited in its usage. In order to determine the specific effect, the Company must perform the computations required under the Internal Revenue Code, which have not yet been performed. The Company expects it will perform the required computations once it is evident that profits are likely.

As of June 30, 2020, the Company estimates it has approximately $9,300,000 in US Federal net operating loss carryforwards, which will begin to expire in 2030 and an additional approximately $1,900,000 in the state of Oregon net operating loss carryforwards.

F-29

GROW CAPITAL, INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 15 – Commitments and Contingencies

On December 13, 2019, Trendsic Corporation, Inc. (“Trendsic”), a related party entity which is 49% controlled by Joel A. Bonnette (former CEO of our wholly-owned subsidiary Bombshell Technologies, Inc.) filed a lawsuit in the 19th Judicial District Court in East Baton Rouge Parish, Louisiana against Joel A. Bonnette, Jared Bonnette, Bombshell Software, LLC and Bombshell Technologies, Inc. The plaintiff is disputing the ownership of certain intellectual property of Bombshell Technologies, Inc. and alleging misappropriation of trade secrets of Trendsic. Trendsic is seeking an unspecified amount of damages in excess of $75,000 and treble damages under the Louisiana Uniform Trade Secrets Act, as well as injunctive relief. The Company believes the claims by Trendsic are without merit and intends to vigorously defend against such claims. Presently the Company and Trendsic are continuing discussions regarding an amicable resolution. Bombshell has not yet answered the lawsuit but has been granted extensions of time to respond. At the time of this report, the Company is unable to determine or quantify potential losses in respect of the aforementioned action.

Note 16- Subsequent Events

On July 1, 2020 the Company issued a total of 80,495 unregistered, restricted common shares to officers and directors as part of their respective executive and/or board compensation package. The Company valued the issuances at the closing price of the Company’s stock as traded on the OTCMarket on the date of the board resolution approving the issuance of the shares.

On July 9, 2020 the Company issued 15,000 unregistered, restricted common shares to our CFO, Trevor Hall under the terms of a consulting agreement under which Mr. Hall provides services as our Chief Financial Officer. The Company valued the issuance at the closing price of the Company’s stock as traded on the OTCMarket on the date of the board resolution approving the issuance of the shares.

On July 13, 2020 the Company issued 50,000 unregistered, restricted shares of the Company’s common stock to the Company’s CEO, Terry Kennedy, as compensation for the three-month period commencing July 1, 2020. The shares were valued at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of the board resolution approving the issuance of the shares.

On August 19, 2020, the Company acquired PERA LLC, a Nevada limited liability company (“PERA”), pursuant to an exchange agreement (the “Exchange Agreement”), effective as of August 3, 2020 (the “Effective Date”), by and between PERA, the members of PERA (the “PERA Members”), and the Company (the “Closing”), concurrently, PERA became a wholly-owned subsidiary of the Company. Eric Tarno, the current President of PERA, will continue to serve as the President of PERA. Pursuant to the Exchange Agreement, at the Closing, the Company acquired 100% of the outstanding membership interests of PERA (the “PERA Ownership Interests”) in exchange for 9,358,185 unregistered restricted shares of the Company’s common stock (the “GC Common Stock”) on a pro rata basis (the “Exchange”). At the Closing, the PERA Members conveyed all of the right, title and interest in and to the PERA Ownership Interests in exchange for the right to receive a number of shares of GC Common Stock equal to an exchange ratio (the “Exchange Ratio”). The Exchange Ratio is calculated by dividing (a) the Exchange Shares (as defined below) by (b) the total number of shares of PERA Ownership Interests outstanding immediately prior to the Effective Date. “Exchange Shares” means the number of shares of GC Common Stock obtained by dividing (a) $10,000,000 by (b) the 10-day volume weighted average price per share (“VWAP”) calculated immediately before the date that a reverse stock split of GC Common Stock became effective on OTCQB, July 30, 2020. In addition, if PERA meets certain yearly targeted gross revenues for each of year one, two, and three following the Closing, the PERA owners may earn a cumulative total of up to $5,000,000 of shares of GC Common Stock (the “Earn-out Shares”) to be determined using the applicable 10-day VWAP stock price of the Company’s common stock preceding each earn-out period calculation date as set forth in the Exchange Agreement in connection with all of the three years, subject to certain catch up provisions if such yearly period targets are not met in the applicable period. At the Closing the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) with the PERA Members to register the GC Common Stock to be issued in connection with the Exchange. Pursuant to the Registration Rights Agreement, the Company has granted certain demand and piggy-back registration rights whereby the Company will register the resale of the GC Common Stock issued in the Exchange. The PERA Members include certain limited liability companies owned by (i) Terry Kennedy, the CEO of the Company, (ii) Jonathan Bonnette, the CTO of the Company and the CEO of Bombshell (iii) Joel Bonnette, the President of Bombshell and brother of Jonathan Bonnette, and (iv) Carl Sanko, a director and Secretary of the Company, and (v) Jared Bonnette, brother of Jonathan Bonnette.

F-30

GROW CAPITAL, INC. AND SUBSIDIARIES

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 16- Subsequent Events (continued)

On September 4, 2020 the Company issued 17,104 shares of unregistered, restricted common stock as compensation for services for the three month period ended August 31, 2020. The shares were valued at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of the board resolution approving the issuance of the shares.

On September 25, 2020 the Company and Encompass More Group Inc. (the “Borrower”) entered into an addendum to the July 22, 2019 Commercial Loan Agreement (the “Addendum”) in order to modify certain of the terms and conditions. Under the Addendum, the Borrower shall enter into a new promissory note in the principal amount of $72,000, with any unpaid interest due and payable at June 30, 2020 to accrue and become due and payable on October 1, 2021. Further under the terms of the promissory note the Borrower shall make twelve (12) installment payments of $6,000 commencing November 1, 2020, until the principal balance of the loan is repaid in full, at which time all accrued and unpaid interest shall come due and payable. Interest on the promissory note shall continue to accrue at a rate of Five (5%) per annum. Concurrent with the execution of the Addendum, the Borrower made a lump sum payment of $16,510 to reduce the principal of the original $100,000 loan to $72,000.

On September 30, 2020 the Board of Directors appointed Terry Kennedy, CEO, and Eric Tarno, CEO of recently acquired subsidiary, PERA LLC, to the Company’s Board of Directors effective October 1, 2020.

On October 1, 2020 the Company issued 50,000 unregistered, restricted shares of the Company’s common stock to the Company’s CEO, Terry Kennedy, concurrent with approving an extension to his executive compensation contract, as compensation for the three-month period commencing October 1, 2020. The shares were valued at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of the board resolution approving the issuance of the shares.

On October 1, 2020 the Company issued a total of 106,870 unregistered, restricted common shares to officers and directors as part of their respective executive and/or board compensation package. The Company valued the issuances at the closing price of the Company’s stock as traded on the OTCMarket on the date of the board resolution approving the issuance of the shares.

Subsequent to June 30, 2020 certain officers/directors and entities controlled by officers and directors have advanced $75,000 for ongoing operating expenses.

F-31

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

None.

ITEM 9A: CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We intend to maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our Chief Executive Officer ("Principal Executive Officer") and our Chief Financial Officer ("Principal Financial Officer"), as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Principal Executive and Financial Officers, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act). Based on this evaluation, our Principal Executive and Financial Officer concluded that, as of June 30, 2020, our disclosure controls and procedures were not effective, for the reasons discussed below, to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Principal Executive and Financial Officers, as appropriate to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Principal Executive and Financial Officers, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). In connection with our evaluation, we identified a material weakness in our internal control over financial reporting as of June 30, 2020.

A material weakness is a deficiency, or combination of deficiencies, that creates a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected in a timely manner. The material weakness related to our company was due to not having the adequate personnel to address the reporting requirements of a public company and to fully analyze and account for our transactions. We do not believe that this material weakness has resulted in deficient financial reporting because we have worked through the year end close process performing additional review and analysis to assure compliance with accounting principles generally accepted in the United States ("GAAP") and SEC reporting requirements.

Accordingly, while we identified a material weakness in our system of internal control over financial reporting as of June 30, 2020, we believe that we have taken reasonable steps to ascertain that the financial information contained in this report is in accordance with GAAP. We are committed to remediating the control deficiencies that constitute the material weaknesses by implementing changes to our internal control over financial reporting. Management is responsible for implementing changes and improvements in the internal control over financial reporting and for remediating the control deficiencies that gave rise to the material weaknesses.

This Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

None.

ITEM 9B: OTHER INFORMATION

None

PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors

Our bylaws provide that the number of directors who constitute our Board of Directors is determined by resolution of the Board of Directors, but the total number of directors constituting the entire Board of Directors shall not be less than three. Our Board of Directors currently consists of five directors, with each director serving a one-year term ending on the date of the next annual meeting; provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director's earlier death, resignation or removal.

The names of our current directors, all of whom have been re-elected to serve an additional term, and certain information about each of them are set forth below.

Identity of Directors

As at October 7, 2020

Name	Age	Position
James Olson	54	Director, Chair of the Board
Jonathan Bonnette	42	Director; Chief Technology Officer
Carl Sanko	65	Director, Secretary
Terry Kennedy	43	Director, CEO and President
Eric Tarno	54	Director

Biographies of Directors

James Olson. Mr. Olson, age 54, was appointed as a director of the Company and the Chair of the Board on April 29, 2019. Mr. Olson has more than 25 years in the financial services industry and possesses a range of experience specializing in marketing and product development arenas. Mr. Olson is currently the Managing Partner of Financial Processing Solutions Group (“FPS Group”) which provides technology platforms to the benefit and financial services marketplace. Prior to joining FPS Group in 2013, Mr. Olson was a Principal and Founder of Aspire Financial Services (“Aspire”), a nationally recognized leader in the retirement plan industry with more than $10 billion of recordkeeping assets and approximately 250,000 participants. Prior to founding FPS Group and Aspire, Mr. Olson worked with Decimal, Inc., as Senior Vice President of Strategic Development and with mPower as VP of Product Development. He began his career with Charles Schwab as a Senior Marketing Manager. Mr. Olson provides management experience as well as significant expertise and experience in the financial technology sector to the Board.

Jonathan Bonnette. Mr. Bonnette, age 42, was appointed as a director, and as President and Chief Executive Officer of the Company on July 1, 2018. Prior to his appointment, Mr. Bonnette worked for Legacy Solutions Group, a company working to build and protect client’s retirement through different investment strategies, including real estate investments, where he oversaw technology and client on-boarding. Prior to Legacy Solutions Group, from 2006 through 2014, Mr. Bonnette was the President of United First Financial, a financial software company, which he helped found in 2006. Mr. Bonnette brings significant experience with building and leading successful financial technology companies to the Board. On April 1, 2020, Mr. Bonnette resigned as President and Chief Executive Officer and was appointed Chief Technology Officer by the Board. He remains a director of the Company and is the CEO of our wholly owned subsidiary, Bombshell Technologies Inc.

Carl Sanko. Mr. Sanko, age 65, was appointed as a director of the Company on July 22, 2014. Mr. Sanko is a CPA and has practiced accounting for more than thirty years. Mr. Sanko specializes in small and medium size business GAAP based financial reporting and accounting. Mr. Sanko provides experience and expertise in financial accounting to the Board, as well as historical knowledge of the Company’s legacy businesses.

Terry Kennedy Mr. Kennedy, age 43, was appointed to the Board of directors effective October 1, 2020, and has been President and Chief Executive Officer since April 1, 2020. Mr. Kennedy has been a consultant to the Company since July 1, 2019. Since 2008, Mr. Kennedy has served as the president and CEO of Appreciation Financial, a company Mr. Kennedy founded. Appreciation Financial is a full-service national financial company with headquarters in Las Vegas and an Inc. 5000 company two years in a row (2018 and 2019). Mr. Kennedy received the 2019 Gold American Business Awards Stevie Award® for Entrepreneur of the Year-Financial Services and was a Finalist for Ernst & Young Entrepreneur Of The Year® 2019. Mr. Kennedy has a broad background in general management, strategy, marketing, services, and financial matters. Under Mr. Kennedy’s leadership, Appreciation Financial received the Gold award for “Company of the Year-West US” by the Best in Biz awards and was also named one of the “Best Entrepreneurial Companies in America” by Entrepreneur Magazine’s Entrepreneur 360™ list.

Eric Tarno Mr. Tarno is a 54-year-old entrepreneur and the President of PERA (Public Employee Retirement Assistance), the leading provider of exclusive appointments for the insurance industry. Originally from Philadelphia, for almost 20 years, Tarno served as the CEO of Alliance, a company that produced automotive components. After that, Tarno worked in the financial services industry for more than a decade. Tarno resides in Las Vegas with his wife, Lisa, their two sons and daughter-in-law.

The Board of Directors believes that each of the directors named above has the necessary qualifications to be a member of the Board of Directors. Each director has exhibited during his prior service as a director the ability to operate cohesively with the other members of the Board of Directors. Moreover, the Board of Directors believes that each director brings a strong background and skill set to the Board of Directors, giving the Board of Directors as a whole competence and experience in diverse areas, including corporate governance and board service, finance, management and industry experience.

Corporate Governance

Code of Ethics

Our Company has adopted a Code of Ethics that applies to all of the Company’s employees, including its principal executive officer and principal financial officer. A copy of our Code of Ethics is available for review on the “Investors - Governance” page of our Company’s website www.growcapitalinc.com. The Company intends to disclose any changes in or waivers from its Code of Ethics by posting such information on its website.

Audit Committee

Our entire Board of Directors serves as our audit committee. Our Board of Directors does not have a standing audit committee or committee performing similar functions. The Board of Directors oversees all accounting and financial reporting processes and the audit of the Company’s financial statements. The Board is responsible for overseeing the quality and integrity of the Company’s financial statements and the qualifications, independence, selection and performance of the Company’s independent registered public accounting firm. We do not have an audit committee charter. The Board of Directors has determined that the Board does not currently have a person serving on it who qualifies as a Financial Expert as defined by the rules of the Securities and Exchange Commission. The Board of Directors does not believe that the addition of such an expert would add anything meaningful to the Company at this time given that its members have sufficient knowledge and experience to fulfill the duties and obligations that an audit committee would have. Our Board of Directors will continue to evaluate, from time to time, whether it should appoint a standing audit committee.

Compensation Committee

Our entire Board of Directors serves as our compensation committee. Our Board of Directors does not have a standing compensation committee or committee performing similar functions. This is due to our development stage and the small number of executive officers involved with our Company. Our entire Board of Directors currently participates in the consideration of executive officer and director compensation. We do not have a compensation committee charter. Our Board of Directors is responsible for reviewing, recommending and approving our compensation policies and benefits, including the compensation of all of our executive officers and directors. Our Board of Directors also has the principal responsibility for the administration of our equity incentive plans. Our Board of Directors will

continue to evaluate, from time to time, whether it should appoint a standing compensation committee.

Executive officers who are also directors participate in determining or recommending the amount or form of executive and director compensation, but the disinterested directors ultimately determine the executive compensation. During the fiscal year ended June 30, 2020, the following individuals served as directors and also officers of the corporation:

-Carl Sanko, Director and Secretary;

-Jonathan Bonnette, Director, President and CEO (up to April 1, 2020) and CTO (from April 1, 2020 to date).

Neither the Board of Directors nor management utilizes compensation consultants in determining or recommending the amount or form of executive and director compensation.

Nominating Committee

Our Board of Directors does not have a nominating committee. This is due to our development stage and smaller sized Board of Directors. We do not have a nominating committee charter. Instead of having such a committee, our Board of Directors historically has searched for and evaluated qualified individuals to become nominees for membership on our Board of Directors. The directors recommend candidates for nomination for election or reelection for each annual meeting of stockholders and, as necessary, to fill vacancies and newly created directorships.

All of our director nominees have expressed their willingness to continue to serve as our directors. When new candidates for our Board of Directors are sought, all of our directors evaluate each candidate for nomination as director within the context of the needs and the composition of the board as a whole. The Board of Directors conducts any appropriate and necessary inquiries into the backgrounds and qualifications of candidates. When evaluating director nominees, our Board of Directors generally seeks to identify individuals with diverse, yet complementary backgrounds. Our directors consider both the personal characteristics and experience of director nominees in the context of the needs of the Board of Directors and the Company. The Board of Directors believes that director nominees should exhibit proven leadership capabilities and experience at a high level of responsibility within their chosen fields and have the experience and ability to analyze business issues facing our Company. In addition to business expertise, the Board of Directors requires that director nominees have the highest personal and professional ethics, integrity and values and, above all, are committed to representing the long-term interests of our stockholders and other stakeholders. To date, all new candidates have been identified by members of our Board of Directors, and we have not paid any fee to a third party to assist in the process of identifying or evaluating director candidates.

Our directors will consider candidates for nomination as director who are recommended by a stockholder and will not evaluate any candidate for nomination for director differently because the candidate was recommended by a stockholder. To date, we have not received or rejected any suggestions for a director candidate recommended by any stockholder or group of stockholders owning more than 5% of our common stock.

When submitting candidates for nomination to be elected at our annual meeting of stockholders, stockholders should follow the following notice procedures and comply with applicable provisions of our bylaws. To consider a candidate recommended by a stockholder for nomination at an annual meeting, the recommendation must be delivered or mailed to and received by our Secretary within the time periods required by the Securities and Exchange Commission, along with information regarding the nominee that would be required to be included in our Proxy Statement by the rules of the Securities and Exchange Commission, including the nominee’s age, business experience for the past five years and any other directorships held by the nominee.

The Secretary will forward any timely recommendations containing the required information to our independent directors for consideration.

No material changes to the procedures by which our stockholders may recommend nominees to our Board of Directors has occurred since we last provided disclosure regarding these procedures in our Definitive Schedule 14C filed on June 9, 2020.

Change in Control Arrangements

We are not aware of any pending arrangements that could result in a change in control.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, including our review of the copies of such reports furnished to us and written representations that no other reports were required since July 1, 2019, all Section 16(a) filing requirements were satisfied on a timely basis, except for the following: Jonathan Bonnette filed four late Form 4 reports relating to four transactions; Carl Sanko filed three late Form 4 reports relating to three transactions; Trevor Hall filed one late Form 4 report relating to one transaction; James Olson filed three late Form 4 reports relating to four transactions; Joel Bonnette filed one late Form 4 report relating to two transactions, and Terry Kennedy filed three late Form 4 reports related to six transactions.

ITEM 11. EXECUTIVE COMPENSATION

INFORMATION REGARDING EXECUTIVE OFFICERS

Identity of Executive Officers and Significant Employees

As of October 7, 2020

Name	Age	Position
Terry Kennedy	43	Director, President and Chief Executive Officer
Jonathan Bonnette	42	Director; Chief Technology Officer
Carl Sanko	65	Director, Secretary
Trevor Hall	43	Chief Financial Officer
Joel Bonnette	39	Chief Operating Officer, Bombshell Technologies Inc.
Eric Tarno	54	Chief Executive Officer, PERA LLC

Biographies of Executive Officers

Mr. Bonnette’s, Mr. Kennedy’s, Mr. Tarno’s and Mr. Sanko’s biographies are included above under the heading “Biographies of Directors.”

Trevor Hall. Mr. Hall, age 43, has served as our Chief Financial Officer since January 1, 2019. He has served as the Managing Partner of Hall & Associates since 2007, has been a Certified Public Accountant since 2003, and a Certified Fraud Examiner since 2010. Mr. Hall holds a degree in Accounting from the University of Nevada, Las Vegas and specializes in, among other areas of accounting, small and medium size business GAAP based financial reporting and internal fraud detection and controls implementation.

Joel Bonnette. Mr. Bonnette, age 39, was appointed as Chief Executive Officer of the Bombshell Technologies Inc. soon after its foundation . Prior to his appointment, Mr. Bonnette co-founded a software consulting company in 2006 working with companies in government and the private sector on custom software solutions built from the ground up to address customer's unique problems and workflow. In April 2020, Mr. Bonnette resigned as CEO of Bombshell, and now serves as the Chief Operating Officer.

Named Executive Officers

Our named executive officers for fiscal year 2020 consist of (i) Terry Kennedy, our President and Chief Executive Officer, (ii) Trevor Hall, our Chief Financial Officer, (iii) Jonathan Bonnette, our Chief Technology Officer, who served as our Chief Executive Officer and President up to April 1, 2020 and as our Chief Financial Officer from July 1, 2018 until January 1, 2019, and (iv) Carl Sanko, our Secretary.

EXECUTIVE COMPENSATION

The Company’s entire Board of Directors currently participates in the review and determination of the compensation packages of our executive officers because our Board of Directors currently has no standing compensation committee or committee performing similar functions.

The objective of our executive compensation program is to attract, retain and motivate talented executives who are critical for the continued growth and success of our Company and to align the interests of these executives with those of our stockholders. In determining the structure of our executive compensation, the Board of Directors has generally paid executives through the grant of unregistered shares of Common Stock rather than through cash payments in order to preserve the Company’s cash reserves and to better align our named executive officers' interests with those of stockholders. Additionally, we believe that such grants incentivize our executives to increase their focus on our long-term performance.

Summary Compensation Table

Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)(1)	Option Awards ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
Terry Kennedy	2020	140,274		210,953			351,227
CEO and President(2)(4)	2019	19,726		23,472			43,198

Jonathan Bonnette(3)(5)	2020	386,667	—	450,905	—	—	837,572
CTO (formerly CEO, President and CFO)	2019	280,000	—	242,620	—	—	522,620

Trevor Hall(6)	2020	—	—	72,650	—	—	72,650
Chief Financial Officer	2019	—	—	63,000	—	—	63,000

Carl Sanko(3)(7)	2020	274,109		334,605			608,714
Secretary	2019	140,891		30,807			171,698

1. The aggregate fair value of awards and options in column (e) are computed in accordance with FASB ASC 718.

2. The named executive officer’s compensation includes the amount for services rendered to the Company in his capacity as an officer in fiscal 2020, and as an independent consultant in fiscal 2019;

3. The named executive officer’s compensation includes the amount for services rendered to the Company in his capacity as both an officer and a director.

4. Terry Kennedy became our President and Chief Executive Officer on April 1, 2020. Prior to his appointment as CEO, Mr. Kennedy served as a consulting to the Company under the terms of a fee agreement entered into May 15, 2019 whereunder Mr. Kennedy received a fixed fee of $160,000 for outside business consulting services, which was paid through the issuance of 103,115 unregistered shares of Common Stock at a fair market value of $350,385 of which $43,198 was expensed in the fiscal year ended July 31, 2019, with the remaining $307,187 expensed in the fiscal year ended June 30, 2020. . In connection with Mr. Kennedy’s appointment as an officer of the Company on

April 1, 2020, the Company and Mr. Kennedy entered into an executive compensation agreement for a three-month period beginning on April 1, 2020 and ending on June 30, 2020. Pursuant to the Compensation Agreement, following his appointment as President and Chief Executive Officer, Mr. Kennedy was issued 50,000 unregistered, restricted shares of the Company’s Common Stock valued at $44,040. The amounts in column (e) for Mr. Kennedy consists of (i) the difference in value Mr. Kennedy’s fixed fee of $160,000 and the value of the shares granted in lieu of such fees. The Shares were valued at the market price on the date compensation was approved for issuance.

5. Jonathan Bonnette became our Chief Executive Officer on July 1, 2018. The amounts in column (c) for Mr. Bonnette consists of (i) 150,000 unregistered shares issued on August 2, 2018 in lieu of Mr. Bonnette’s salary of $240,000 pursuant to the Bonnette Employment Agreement, 75,000 of which vested upon issuance and 75,000 of which vested 180 days after issuance, which were valued at a fair market value of $390,000 on the date of issuance, and (ii) 356,230 fully vested, unregistered shares issued on May 15, 2019 in lieu of Mr. Bonnette’s salary of $320,000 pursuant to the Bonnette Fee Agreement as compensation for his services as the Company’s Chief Executive Officer from May 15, 2019 through May 15, 2020. The shares issued pursuant to the Bonnette Fee Agreement had an aggregate value of $700,769 on the date of issuance, of which $86,396 has been expensed in the current fiscal year ended June 30, 2019 and the remaining $614,373 has been expensed prior to May 15, 2020. Further in respect of a Compensation Agreement entered into with Mr. Bonnette on May 15, 2020 for a total salary of $320,000, consulting services of 1/3, or $106,667 was immediately payable. by way of an upfront payment of 133,333 unregistered, restricted shares of Common Stock valued at $113,017 and has been recorded in the fiscal year ended June 30, 2020. The balance of Mr. Bonnette’s compensation of $213,333 will vest monthly but be paid in shares of Common Stock quarterly in installments of $71,111 within 10 days following each of the three-month periods ending of November 15, 2020, February 15, 2021, and May 15, 2021. The amounts in column (e) for Mr. Bonnette consists of (i) the difference in value Mr. Bonnette’s salary and the value of the shares granted in lieu of such salary, and (ii) 76,348 fully vested, unregistered shares issued as compensation for his service on the Company’s Board of Directors, valued at $110,132. Shares were valued at the market price on the date compensation was approved for issuance.

6. Trevor Hall was appointed as our Chief Financial Officer effective January 1, 2019. The amounts in column (e) for Mr. Hall consists of 50,000 shares issued during fiscal 2019 as compensation for his service as the Company’s Chief Financial Officer, and a further 30,000 shares issued during the fiscal year ended June 30, 2020.

7. Mr. Sanko was appointed Secretary on November 15, 2018. On April 3, 2019 Mr. Sanko was issued 50,000 shares of unregistered common stock valued at the fair market value on issue date totaling $115,000 for his prior services as Secretary of the Company. A further 135,338 shares were issued effective May 15, 2019 pursuant to the Sanko Consulting Agreement. The shares were valued at the fair market value on the date of issuance for a total of $459,880 of which $56,698 has been expensed in the current fiscal year ended June 30, 2019 and the remaining $403,182 have been expensed prior to May 15, 2020. Further in respect of a Compensation Agreement entered into with Mr. Sanko on May 15, 2020 for a total salary of $270,000, consulting services of 1/3, or $90,000 was immediately payable by way of an upfront payment of 112,500 unregistered, restricted shares of Common Stock valued at $95,400 and expensed in the fiscal year ended June 30, 2020; The balance of Mr. Sanko’s compensation of $180,000 will vest monthly but be paid in shares of Common Stock in quarterly in installments.

The amounts in column (e) for Mr. Sanko consists of (i) the difference in value Mr. Sanko’s salary and the value of the shares granted in lieu of such salary, and (ii) 76,348 fully vested, unregistered shares issued as compensation for his service on the Company’s Board of Directors, valued at $110,132.

Option Exercises and Stock Vested

There are no outstanding unvested equity awards held by our named executive officers as of June 30, 2020, our latest fiscal year end. There were no stock options, SARs, or similar instruments granted to or held by our named executive officers during fiscal year 2020, and consequently none were exercised.

Other than the 75,000 shares of restricted stock granted to Jonathan Bonnette in connection with the Bonnette Employment Agreement dated July 2018, which vested 180 days after issuance, no stock awards, including restricted stock, restricted stock units, or similar instruments, were granted to or held by our named executive officers during fiscal year 2019, and consequently none vested.

Pension Benefits-Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation

No pension benefits were paid to any of our named executive officers during the last completed fiscal year. We do not currently sponsor any non-qualified defined contribution plans or non-qualified deferred compensation plans.

Employee, Severance, Separation and Change in Control Agreements

Mr. Jonathan Bonnette Compensation Agreements

On July 1, 2018, we entered into an employment agreement with Jonathan Bonnette (the “Bonnette Employment Agreement”).The employment agreement had an initial term of one year, is renewable at the end of the term for additional one year periods, and includes compensation for the first year of $240,000 payable in unregistered shares of Common Stock at a valuation of $1.60 per share or 150,000 shares of Common Stock, which were issued in July 2018. The shares were valued at $390,000 upon grant, recorded to prepaid compensation and amortized ratably over the term of the agreement.

In the event of: (i) an involuntary termination of Mr. Bonnette’s employment by the Company for any reason other than Cause, death or Disability, or (ii) Mr. Bonnette’s resignation for Good Reason, as such terms are defined in the Bonnette Employment Agreement, Mr. Bonnette shall be entitled to receive a lump sum payment equal to 1.5 times the sum of his annual base salary and target bonus as of the date of his termination.

Additionally, if Mr. Bonnette’s employment is terminated for any reason other than Cause, death, or his voluntary resignation without Good Reason, the Company will reimburse Mr. Bonnette for COBRA expenses until Mr. Bonnette obtains full-time employment where he is eligible for comprehensive medical coverage, or for 18 months, whichever is earlier. Additionally, if Mr. Bonnette’s employment is terminated for any reason other than Cause, or his resignation without Good Reason, and if Mr. Bonnette holds any unvested equity incentive awards when terminated, such awards will fully vest.

On May 15, 2019, we entered into a new fee agreement with Mr. Bonnette (the “Bonnette Fee Agreement”) for Mr. Bonnette’s services as Chief Executive Officer and for outside business management and consulting services. Pursuant to the Bonnette Fee Agreement, Mr. Bonnette received a lump sum fee of $320,000 to provide such services from May 15, 2019 until May 15, 2020. The fee was paid through the issuance of 206,230 fully vested shares of unregistered Common Stock valued at $1.5516 per share based on a 30% discount on the average of the three lowest closing prices over the previous 30 market trading days before the date of the Bonnette Fee Agreement. The shares were valued $700,760 based on the fair market value on the date of issuance, of which $86,396 has been expensed in the fiscal year ended June 30, 2019 with the remaining $614,373 expensed prior to May 15, 2020.

On May 15, 2020, the Company entered into a further fee agreement with Jonathan Bonnette whereunder Mr. Bonnette received a fixed fee of $320,000 for his services as Chief Technology Officer and for outside business management and consulting services of which 1/3, or $106,667 was immediately payable by way of an upfront payment of $133,333 unregistered, restricted shares of Common Stock valued at $113,017 and deemed to cover the three-month period from May 15, 2020 to August 15, 2020. The balance of Mr. Bonnette’s compensation of $213,333 will vest monthly but be paid in shares of Common Stock quarterly in installments of $71,111 within 10 days following each of the three-month periods ending of November 15, 2020, February 15, 2021, and May 15, 2021.

Mr. Trevor Hall - Compensation Agreements

On January 28, 2019, we entered into a fee agreement with Mr. Hall (the “Hall Agreement”), for Mr. Hall to serve as a part-time Chief Financial Officer of the Company. The term of the Hall Agreement commenced on January 1, 2019 and expires December 31, 2019. Pursuant to the Agreement, Mr. Hall received $63,000 in compensation, payable as 50,000 fully vested shares of unregistered Common Stock in exchange for Mr. Hall devoting enough of his time to the Company as is reasonably necessary to meet the needs of the Company during the term.

On February 12, 2020, the Company entered into a further fee agreement with Trevor Hall whereunder Mr. Hall will continue to serve as interim CFO of the Company beginning January 1, 2020 through December 31, 2020. Pursuant to the consulting agreement, a fixed fee of Sixty Thousand (60,000) shares of the Company’s unregistered restricted common stock for his providing chief financial officer services. The shares are to be issued at a rate of Fifteen Thousand (15,000) shares per quarter. The first and second installments, covering the period January 1 to June 30, 2020, were issued on March 3, 2020 and vested immediately upon issuance.

Mr. Terry Kennedy - Compensation Agreements

On May 15, 2019, the Company entered into a fee agreement with Terry Kennedy. Under the fee agreement, Mr. Kennedy was issued 103,115 unregistered shares of Common Stock for services provided to the Company at a fixed value of $160,000 for outside business consulting services. The fee agreement had a term of one (1) year. The shares of Common Stock issued were valued at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of grant for a total of $350,385, recorded to prepaid compensation and amortized ratably over the term of the agreement.

Effective April 1, 2020, in connection with Mr. Kennedy’s appointment as CEO and President, the Company and Mr. Kennedy entered into an executive compensation agreement (the “Compensation Agreement”) with an effective date of April 1, 2020. The Compensation Agreement governs the terms and conditions regarding Mr. Kennedy’s compensation for the three-month period beginning on April 1, 2020, and ending on June 30, 2020, and may be terminated “for cause” only. Pursuant to the Compensation Agreement, following his appointment as President and Chief Executive Officer, Mr. Kennedy was issued 50,000 unregistered, restricted shares of the Company’s Common Stock on April 20, 2020 as compensation for the three-month period ending June 30, 2020. The 50,000 shares were valued at $44,040 at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of grant. The shares of common stock issued are immediately and fully vested, and deemed to be fully earned, upon their issuance. If such a permanent executive compensation or employment agreement is not consummated prior to July 1, 2020, the Compensation Agreement will automatically renew for one additional three-month period beginning on July 1, 2020, with Mr. Kennedy entitled to receive up to an additional 50,000 unregistered, restricted shares of the Company’s common stock, with the actual number of shares being prorated for the portion of the extended period actually served until the more permanent executive compensation/employment agreement is consummated. On October 1, 2020 the board of directors approved a further three month extension to this agreement on the same terms and conditions.

Mr. Carl Sanko - Compensation Agreements

On May 15, 2019, we entered into a fee agreement with Mr. Carl Sanko for Mr. Sanko’s services as Secretary and for outside business management and consulting services. Pursuant to the fee agreement, Mr. Sanko received a lump sum fee of $210,000 to provide such services from May 15, 2019 until May 15, 2020. The fee was paid through the issuance of 135,339 fully vested shares of unregistered Common Stock valued at $1.5516 per share based on a 30% discount on the average of the three lowest closing prices over the previous 30 market trading days before the date of the fee agreement. The shares were valued $459,880 based on the fair market value on the date of issuance, of which $56,698 has been expensed in the fiscal year ended June 30, 2019 with the remaining $403,182 expensed prior to May 15, 2020.

On May 15, 2020, the Company entered into a further fee agreements with Carl Sanko, whereunder Mr. Sanko received a fixed fee of $270,000 for his services as Secretary of the Company and for outside business management and consulting services, of which 1/3 or $90,000 was immediately payable by way of an upfront payment of 112,500 unregistered, restricted shares of Common Stock valued at $95,400 and deemed to cover the three-month period from May 15, 2020 to August 15, 2020; The balance of Mr. Sanko’s compensation of $180,000 will vest monthly but be paid in shares of Common Stock in quarterly in installments.

Compensation of Directors

Set forth below is a summary of the compensation of our directors during our fiscal year ended June 30, 2020.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)(1)	Total ($)
Jonathan Bonnette(2)	—	110,132	—	—	—	—	110,132
Carl Sanko(3)	—	110,132	—	—	—	—	110,132
James Olson(4)	—	137,667	—	—	—	—	137,667

1. The aggregate fair value of stock awards are computed in accordance with FASB ASC 718.

2. Jonathan Bonnette serves as an executive officer and a director, and the compensation Mr. Bonnette received for his service as a director in the form of 76,348 shares of restricted common stock is disclosed in the Summary Compensation Table above.

3. Carl Sanko serves as Secretary and a director, and the compensation Mr. Sanko received for his service as a director in the form of 76,348 shares of restricted common stock is disclosed in the Summary Compensation Table above.

4. James Olson serves as a director and Chairman of the Board, and the compensation Mr. Olson received for his service as a director in the form of 95,435 shares of restricted common stock is disclosed in the Summary Compensation Table above.

Director Compensation Program

As compensation for their services, our directors each receive a quarterly stock award. The stock award is valued at $20,000 for each director, and the Chairman of the Board receives an additional stock award valued at $5,000. The per share price used to determine the value of the awards is equal to the average of the three lowest closing prices of our Common Stock in the ten trading days prior to the date of the grant.

Director Consulting Agreements

Mr. Bonnette and Mr. Sanko have both entered into consulting agreements with the Company which agreements are discussed above under Employee, Severance, Separation and Change in Control Agreements.

Identification of Significant Employees

The officers and directors of our controlled subsidiaries, Bombshell Technologies, Inc and Pera LLC, Mr. Joel Bonnette and Mr. Eric Tarno, respectively, are both considered significant employees. Mr. Tarno is also a member of board of directors. Mr. Bonnette serves as the Chief Operating Officer of Bombshell Technologies and is responsible for the day to day operations of Bombshell Technologies. Mr. Tarno, the CEO of Pera LLC is responsible for the day to day operations of Pera LLC. Further our operating subsidiary, The Resort at Lake Selmac has one significant employee managing the day to day operations of the resort.

Family Relationships

Jonathan Bonnette, our director and Chief Technology Officer is the brother of Joel Bonnette, the Chief Operating Officer and a Director of Bombshell Technologies, Inc.

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

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Voting Securities

As of October 7, 2020, our issued and outstanding voting securities consisted of shares of Common Stock. As of the Record Date, we have 500,000,000 authorized shares of Common Stock, of which 22,696,645 shares of Common Stock were issued and outstanding. The Company also has 50,000,000 authorized preferred shares, none of which are outstanding. Each share of Common Stock is entitled to one vote on all matters submitted to the holders of Common Stock for their approval.

Security Ownership Of Certain Beneficial Owners And Management

The following tables set forth certain information, as of October 7, 2020, with respect to the beneficial ownership of our outstanding Common Stock by: (i) each person who is known to the Company to be the beneficial owner of more than 5% of any class of the Company’s securities; (ii) each of our directors and executive officers and; (iii) our directors and executive officers as a group. The percentage ownership is based on 22,696,645 shares of Common Stock outstanding as of October 7, 2020.

Security Ownership of Certain Beneficial Owners

The following table sets forth the shareholdings of the holders of 5% or more of any class of the Company’s securities as of October 7, 2020:

Title Of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Terry Kennedy(2) CEO, President and Director 688 Childrens Way Henderson, NV 89052	7,300,314	32.2%
Common Stock	Jonathan Bonnette (3) Henderson, NV Director, CTO and CEO of Bombshell Technologies	2,447,150	10.8%
Common Stock	Joel Bonnette (4) COO Bombshell Technologies Inc. 25769 Royal Birkdale Dr. Denham Springs, LA 70726	2,078,281(3)	9.2%
Common Stock	Andy S Albright(1) Henderson, NV	1,190,122	5.2%
Common Stock	Carl S. Sanko, Director and Secretary 4824 Denaro Drive Las Vegas, NV 89135	1,563,481(5)	6.9%

(1)Of the share total, 553,394 shares of Common Stock are held by Ka Put and Call LLC and 553,394 shares of Common Stock are held by Albright Bombshell, LLC, both of which are 100% owned by Andy S. Albright. 83,334 shares of Common Stock are held by Andy S. Albright directly.

(2)Of the share total, 744,330 shares of Common Stock are held in Mr. Kennedy’s name. Of the remaining shares, (i) 1,135,819 shares of Common Stock are held in the name of Racing 123, LLC, a company of which Mr. Kennedy is a 50% owner; (ii) 125,000 shares of Common Stock are held in the name of Off The Wall LLC, a company in which Mr. Kennedy is a 50% owner; (iii) 116,701 shares are held in the name of Journey, Home 4 Teens LLC a company in which Mr. Kennedy is the sole owner; (iv) 1,818,773 shares are held in the name of AYG LLC, a company in which Mr. Kennedy is the sole owner, (v) 1,809,864 shares are held in the name of

Zeake LLC a company in which Mr. Kennedy holds approximately 45% ownership (these shares are reported based on the ownership percentage held by Mr. Kennedy (see 5% shareholders noted above, (vi) 935,819 shares are held in the name of King Ship LLC a company of which Mr. Kennedy is the manager (vii) 467,909 shares are held in the name of Virtual Marketing Associates LLC, a company of which Mr. Kennedy is the manager; and 60,000 shares are held in the name of Appreciation Rewards LLC, a company of which Mr. Kennedy is the sole owner. The remaining 86,099 shares of Common Stock are owned by AF1 Public Relations LLC, an entity wholly-owned by Mr. Kennedy's wife. Mr. Kennedy disclaims beneficial ownership of any securities owned directly or indirectly by his wife.

(3)Of the share total, 637,286 shares of Common Stock are held in Jonathan Bonnette’s name and 1,809,864 shares of Common Stock are held in the name of Zeake LLC, of which Jonathan Bonnette is an indirect beneficial owner.

(4)Of the share total, (i) 35,715 shares of Common Stock are held in Joel Bonnette’s name, (ii) 691,701 shares of Common Stock are held in the name of Strategery, LLC, and (iii) 1,350,865 shares of Common Stock are held in the name of Ambiguous Holdings LLC, each of which Joel Bonnette is an indirect beneficial owner.

(5)Of the share total, 1,161,289 shares of Common Stock are beneficially owned as community property by Carl Sanko and Micol Sanko or by Carl and Micol Sanko as joint tenants, with equal voting rights and dispositive power. Carl Sanko and Micol Sanko jointly own MCRL Holdings LLC and are indirect beneficial owners of all of the 141,750 shares of Common Stock owned by MCRL Holdings. 402,192 shares are held in the name of Zeake LLC a company in which Mr. Sanko holds approximately 10% ownership

Security Ownership of Management

The following table sets forth the shareholdings of the Company's directors and executive officers as of October 7, 2020:

Title of Class	Name and Address of Beneficial Owner	Position	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	James J. Olson 45 Amaranth Drive Littleton, CO 80127	Director, Chairman	315,620, held directly	1.4%
Common Stock	Carl S. Sanko, CPA 4824 Denaro Drive Las Vegas, NV 89135	Director, Secretary	1,563,481(1)	6.9%
Common Stock	Jonathan Bonnette 2285 Coral Ridge Avenue Henderson, NV 89052	Director, Chief Technology Officer, CEO of Bombshell Technologies Inc.	2,447,150(2)	10.8%
Common Stock	Trevor K. Hall 6145 S. Rainbow Blvd, Suite 105 Las Vegas, NV 89118	CFO	155,500(4)	*
Common Stock	Joel Bonnette 25769 Royal Birkdale Dr. Denham Springs, LA 70726	COO of Bombshell Technologies, Inc.	2,078,281(3)	9.2%
Common Stock	Terry Kennedy 688 Childrens Way Henderson, NV 89052	Director, President & CEO	7,300,314 (5)	32.2%
Common Stock	Eric Tarno 2200 Paseo Verdr Pkwy, Suite 290, Henderson, NV 89052	President of Pera LLC	488,265, held directly	2.2%
Common Stock	Total Officers and Directors as a group (7 persons)		14,348,611	63.2%

*Less than 1.0%

(1)Of the share total, 1,161,289 shares of Common Stock are beneficially owned as community property by Carl Sanko and Micol Sanko or by Carl and Micol Sanko as joint tenants, with equal voting rights and dispositive power. Carl Sanko and Micol Sanko jointly own MCRL Holdings LLC and are indirect beneficial owners of all of the 141,750 shares of Common Stock owned by MCRL Holdings. 402,192 shares are held in the name of Zeake LLC a company in which Mr. Sanko holds approximately 10% ownership.

(2)Of the share total, 637,286 shares of Common Stock are held in Jonathan Bonnette’s name and 1,809,864 shares of Common Stock are held in the name of Zeake LLC, of which Jonathan Bonnette is an indirect beneficial owner.

(3)Of the share total, (i) 35,715 shares of Common Stock are held in Joel Bonnette’s name, (ii) 691,701 shares of Common Stock are held in the name of Strategery, LLC, and (iii) 1,350,865 shares of Common Stock are held in the name of Ambiguous Holdings LLC, each of which Joel Bonnette is an indirect beneficial owner.

(4)Of the share total, (i) 95,000 shares of Common Stock are held in Trevor K. Hall’s name, (ii) 10,500 shares of Common Stock are held in the name of Hall & Associates CPAS LTD. Mr. Hall is the sole owner of the company, (iii) 50,000 shares held in the name of Goods Rentals LLC a company of which Trevor Hall is the sole manager.

(5)Of the share total, 744,330 shares of Common Stock are held in Mr. Kennedy’s name. Of the remaining shares, (i) 1,135,819 shares of Common Stock are held in the name of Racing 123, LLC, a company of which Mr. Kennedy is a 50% owner; (ii) 125,000 shares of Common Stock are held in the name of Off The Wall LLC, a company in which Mr. Kennedy is a 50% owner; (iii) 116,701 shares are held in the name of Journey, Home 4 Teens LLC a company in which Mr. Kennedy is the sole owner; (iv) 1,818,773 shares are held in the name of AYG LLC, a company in which Mr. Kennedy is the sole owner, (v) 1,809,864 shares are held in the name of Zeake LLC a company in which Mr. Kennedy holds approximately 45% ownership (these shares are reported based on the ownership percentage held by Mr. Kennedy (see 5% shareholders noted above, (vi) 935,819 shares are held in the name of King Ship LLC a company of which Mr. Kennedy is the manager (vii) 467,909 shares are held in the name of Virtual Marketing Associates LLC, a company of which Mr. Kennedy is the manager; and 60,000 shares are held in the name of Appreciation Rewards LLC, a company of which Mr. Kennedy is the sole owner. The remaining 86,099 shares of Common Stock are owned by AF1 Public Relations LLC, an entity wholly-owned by Mr. Kennedy's wife. Mr. Kennedy disclaims beneficial ownership of any securities owned directly or indirectly by his wife.

Equity Compensation Plans

Equity Incentive Plan

In December 2015, the Company adopted the 2015 Equity Incentive Plan (the “Incentive Plan”) with a term of 10 years. The Incentive Plan allows for the issuance up to a maximum of 100,000 shares of Common Stock, options exercisable into Common Stock of the Company or stock purchase rights exercisable into shares of Common Stock of the Company. The Incentive Plan is administered by the Board unless a separate delegation to an administrator is made by the Board. Options granted under the Incentive Plan carry a maximum term of 10 years, except to a grantee who is also a 10% beneficial owner at the time of grant, in which case the maximum term is 5 years. In addition, exercise prices of options granted must be within a certain percentage of the closing price on date of grant depending on the level of beneficial ownership of Common Stock of the Company by the grantee. All vesting conditions are set by the Board or a designated administrator. In December 2015, the Company filed a registration statement on Form S-8 covering all shares issued or issuable under the Incentive Plan. The Company has granted options to purchase 100,000 shares under the Incentive Plan during April 2016, 75,000 of which have been exercised and 25,000 of which have vested and were canceled, unexercised, during the current fiscal year. There are no remaining shares available under the Incentive Plan.

Stock Plan

In December 2015, the Company adopted the 2015 Stock Plan (the “Stock Plan”). As a condition of adoption of the Stock Plan, the Company filed a registration statement on Form S-8 in December 2015 to register the shares issued under the Stock Plan. The Stock Plan allows for the issuance of up to a maximum of 100,000 shares of Common Stock of the Company. The Stock Plan is administered by the Board unless a separate delegation to an administrator

is made by the Board. The Stock Plan shall continue in effect until it is terminated by the Board or all shares are issued pursuant to the Stock Plan. The Company has not granted any shares under the Stock Plan.

Options

A summary of the change in stock purchase options outstanding for the fiscal years ended June 30, 2020 and 2019 is as follows:

				Weighted	Remaining
				Average	Contractual
	Options		Exercise	Grant Date	Life
	Outstanding		Price	Fair Value	(Years)
Balance – June 30, 2018		25,000	$8.00	$10.40	2.83
Options issued		-	-	-	-
Options expired		-	-	-	-
Options exercised		-	-	-	-
Balance – June 30, 2019		25,000	$8.00	$10.40	1.83
Options issued
Options expired		(25,000)	$8.00	$10.40	-
Options exercised
Balance – June 30, 2020		-	-	-	-

There were no unvested options outstanding during the years ended June 30, 2020 and 2019. Options outstanding had intrinsic value as of June 30, 2020 and 2019 of $nil. In the year ended June 30, 2016 the Company issued an option with no term attached, and effective June 30, 2020, in accordance with the terms of the 2015 Equity Incentive Plan, the Company terminated 25,000 unexercised, vested options.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE

Director Independence and Certain Relationships and Related Transactions

Director Independence

Although we are currently traded on the OTCMarket, we have chosen to apply the listing standards of the Nasdaq Global Market (“Nasdaq”) in determining the independence of our directors. The Board consults with counsel to ensure that the Board’s determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the Nasdaq, as in effect from time to time.

Consistent with these considerations, after review of all relevant transactions or relationships between each director and nominee for director, or any of his family members, and us, our senior management and our independent registered public accounting firm, the Board affirmatively has determined that we have no independent directors.

Our Company does not have a separately designated audit, compensation, or nominating committee or committee performing similar functions; therefore, our full Board of Directors currently serves in these capacities. At such time that the Company has a larger board of directors and generates revenue, the Company will propose creating committees of its Board of Directors. Accordingly, the Company does not have an audit committee financial expert.

Policies and Procedures for Related-Party Transactions

Our Company does not have any formal written policies or procedures for related party transactions, however in practice, the disinterested members of our Board of Directors reviews and approves all related party transactions and

other matters pertaining to the integrity of management, including potential conflicts of interest, trading in our securities, or adherence to standards of business conduct.

Transactions with Related Persons during the fiscal year ended June 30, 2020

Lease agreements

Appreciation, LLC, a related party entity, holds the master lease from which the Company derives its sublease for its headquarters. Our CEO, Terry Kennedy, is the managing partner of Appreciation LLC.

Services Agreements

During fiscal 2020 Mr. Kennedy, Mr. Hall, Mr. Bonnette and Mr. Sanko have each entered into service compensation agreements with the Company, which are further described under the heading “Employee, Severance, Separation and Change in Control Agreements” above as well as in Note 11 – Related Party Transactions, which form a part of the Audited Consolidated Financial Statements included herein.

Mr. Hall is the managing partner of Hall & Associates, CPAs, LTD which the Company has hired to provide certain bookkeeping services.

Purchases of Common Stock

Bombshell Acquisition

On July 23, 2019, (the “Closing Date”), the Company acquired Bombshell, a Nevada corporation, pursuant to a stock exchange agreement (the “Exchange Agreement”), dated June 26, 2019, by and between Bombshell, the shareholders of Bombshell (the “Bombshell Holders”). At the Closing, Bombshell became a wholly owned subsidiary of the Company.

Pursuant to the Amendment, at the Closing, the Company acquired 100% of the outstanding shares of Bombshell (the “Bombshell Shares”) in exchange for the Bombshell Holders receiving the right to receive 5,533,773 post reverse split shares (the “Consideration Shares”) of unregistered shares of the Company’s Common Stock on a pro rata basis (the “Exchange”), 1,650,000 post reverse split stock of which were issued to the Bombshell Holders (the “Closing Shares”) at the Closing on a pro rata basis. The remaining 3,883,773 post reverse split stock Consideration Shares (the “Secondary Shares”) were issued on September 3, 2019, to the Bombshell Holders upon the Company filing an effective amended and restated articles of incorporation (the “Charter Amendment”) that increased the number of authorized shares of Common Stock. The Bombshell Holders are also eligible to receive earn-out consideration of up to an additional 1,838,461 shares of Common Stock (the “Earn-out Shares”) earnable in tranches of 612,820 shares of Common Stock in each of the second, third and fourth years after the Closing, based on whether Bombshell is able to meet certain Earnings Before Interest and Taxes thresholds in each year. The Bombshell Holders include certain limited liability companies owned by (i) Jonathan Bonnette, (ii) Joel Bonnette, (iii) Terry Kennedy and Carl Sanko. At the date of this report it remains uncertain whether the EBIT targets which permit the earn out of the first tranche of the additional shares of common stock will be achieved as at the first valuation date.

Name of Bombshell Owner	Consideration Shares	Value of Consideration Shares	Percent of Earn-out Shares
Ambiguous Holdings LLC(1)	415,045	$1,577,171	7.5%
Strategery, LLC(1)	691,700	$2,628,460	12.5%
AYG LLC(2)	415,045	$1,577,171	7.5%
Journey, Home 4 Teens LLC(2)	691,700	$2,628,460	12.5%
Zeake LLC(3)	2,213,490	$8,411,262	40.0%

(1) Joel Bonnette is the sole owner of Strategery, LLC and the owner of 50% of the membership interests of

Ambiguous Holdings LLC. He is the Manager of both entities.

(2) Terry Kennedy is the Manager and indirect beneficial owner of AYG LLC and Journey, Home 4 Teens LLC.

(3) Jonathan Bonnette is the Manager and owner of 45% of the membership interests of Zeake LLC. Terry J. Kennedy Asset Protection Trust owns 45% of the membership interests of Zeake LLC. Terry Kennedy disclaims beneficial ownership of Zeake LLC. Carl Sanko is the holder of the remaining 10% of Zeake.

Board Leadership Structure

Our bylaws provide the Board of Directors with flexibility to combine or separate the positions of Chair of the Board and Principal Executive Officer in accordance with its determination that utilizing one or the other structure is in the best interests of our Company. Our current structure is that of separate Principal Executive Officer and Chair of the Board of Directors. Terry Kennedy serves as our Principal Executive Officer and is responsible for the overall general management of the Company and supervision of Company policies, setting the Company’s strategies, formulating and overseeing the Company’s business plan, raising capital, expanding the Company’s management team and the general promotion of the Company. James Olson serves as our Chair of the Board of Directors, which is a non-executive position, and is responsible for performing a variety of functions related to our corporate leadership and governance, including steering the direction of the Company, coordinating board activities, setting relevant items on the agenda, leading the Board’s review of our Chief Executive Officer and ensuring adequate communication between the Board of Directors and management. Mr. Olson is not considered an independent director. Our Board of Directors has determined that this leadership structure is appropriate for the size of our Company.

Risk Oversight

The Board of Directors is actively involved in the oversight of risks, including strategic, operational and other risks, which could affect our business. The Board of Directors does not have a standing risk management committee, but administers this oversight function directly through the Board of Directors as a whole, which oversee risks relevant to their respective functions. The Board of Directors considers strategic risks and opportunities and administers its respective risk oversight function by evaluating management’s monitoring, assessment and management of risks, including steps taken to limit our exposure to known risks, through regular interaction with our senior management and key consultants and in Board deliberations that are closed to members of management and consultants. The interaction with management occurs not only at formal Board meetings but also through periodic and other written and oral communications. Our Board of Directors is responsible for oversight of our Company’s accounting and financial reporting processes and also discusses with management the Company’s financial statements, internal controls and other accounting and related matters.

Stockholder Communications with the Board

Stockholders who desire to communicate with the Board of Directors, or a specific director, may do so by sending the communication addressed to either the Board of Directors or any director, c/o Grow Capital, Inc., 2485 Village View Drive, Suite 180, Henderson, NV 89074. These communications will be delivered to the Board, or any individual director, as specified.

Meetings of the Board of Directors; Meeting Attendance

During fiscal year 2020, there were 14 meetings of the Board of Directors. During fiscal year 2020, all of the directors attended over 75% of the Board for which the directors served. The Board of Directors also acted at times by unanimous written consent, as authorized by our bylaws and the Nevada Revised Statutes.

We have no policy regarding the attendance of the members of our Board of Directors at our annual meetings of security holders. We did not hold an annual meeting during fiscal year 2020.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The Board has approved, and our stockholders have ratified the appointment of L J Soldinger Associates, LLC (“Soldinger”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020. Soldinger was our independent registered public accounting firm for our fiscal years ended June 30, 2019 and 2018.

Principal Accountant Fees and Services

The aggregate fees billed for professional services by Soldinger during fiscal year 2020 and 2019 were as follows:

	2020		2019
Audit Fees	$	135,605	$	29,587
Audit-Related Fees		--		--
Tax Fees		6,700		--
All Other Fees		--		--
Total Fees	$	142,305	$	29,587

Audit Fees are the fees billed during the fiscal years ended June 30, 2020 and 2019 for professional services rendered by Soldinger for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q or services that are normally provided by Soldinger in connection with statutory and regulatory filings or engagements.

Audit-Related Fees are the aggregate fees billed during the fiscal years ended June 30, 2020 and 2019 for assurance and related services rendered by Soldinger that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the category Audit Fees described above.

Tax Fees are the fees billed during the fiscal years ended June 30, 2020 and 2019 for tax compliance, tax advice and tax planning services rendered by Soldinger.

All Other Fees are the aggregate fees billed fo

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