UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended February 28, 2015
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ______________ to ______________
Commission File No. 333-168337
GroGenesis, Inc.
(Exact Name of Small Business Issuer as specified in its charter)
Nevada 42-1771870
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Highway 79 North, Springville, TN 38256
(Address of principal executive offices)
Registrant's telephone number, including area code: 855-691-4764
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files). Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
81,565,000 shares of registrant's common stock, $0.001 par value, were
outstanding at April 14, 2015. Registrant has no other class of common equity.
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EXPLANATORY NOTE
This Form 10-Q/A constitutes Amendment No. 1 to the Quarterly Report on Form
10-Q of GroGenesis, Inc. (the "Company") for the period ended February 28, 2015,
originally filed with the Securities and Exchange Commission on April 20, 2015
(the "Original Filing"). We are filing this Amendment No. 1 to our Quarterly
Report on Form 10-Q solely to file the Company's Articles of Incorporation as
Exhibit 3.1. This Amendment No. 1 does not change any other portion of the
Original Filing. This Amendment No. 1 speaks as of the original filing date of
the Original Filing and does not reflect events occurring after the filing date
of the Original Filing, or modify or update the disclosures therein in any way
other than as required to reflect the amendment described above.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits The exhibit index below lists the exhibits that are being
filed with this Form 10-Q/A, as part of Amendment No. 1 to the Original Filing.
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation
31.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C.ss.1350, as adopted
pursuant to ss.302 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
Date: May 14, 2015
GROGENESIS, INC.
By: /s/ Joseph Fewer
---------------------------------
Joseph Fewer
Principal Executive Officer and
Principal Financial Officer
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