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EX-16.1 - LETTER FROM CPA - GroGenesis, Inc.grog_ex16.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  September 21, 2015


GROGENESIS, INC.

(Exact name of registrant as specified in its charter)


Nevada

 

333-168337

 

42-1771870

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)


Highway 79 North

Springville, TN  38256

(Address of principal executive offices)


Registrant’s telephone number, including area code:  (855) 691-4764



(Former name or former address, if changed since last report):  N/A


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


[  ]

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


[  ]

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


[  ]

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


[  ]

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









Item 4.01 Changes in Registrant’s Certifying Accountant


On September 21, 2015, PLS CPA (“PLS”) resigned as the independent accounting firm for GroGenesis, Inc., a Nevada corporation (the “Company”) because it had reached the maximum auditor rotation limit for the Company.  The resignation of PLS was accepted by the Board of Directors of the Company on September 23, 2015.


The report of PLS regarding the Company’s financial statements for the fiscal years ended May 31, 2015 and 2014 did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports of PLS on the Company’s financial statements for the fiscal years ended May 31, 2015 and 2014 contained an explanatory paragraph which noted that there was substantial doubt about the Company’s ability to continue as a going concern.


During the fiscal years ended May 31, 2015 and 2014, and during the period from June 1, 2015 to the date of dismissal, (i) there were no disagreements with PLS on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of PLS would have caused it to make reference to such disagreement in its reports; and (ii) there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.  


The Company has provided PLS with a copy of the foregoing disclosures and requested that PLS furnish the Company with a letter addressed to the SEC stating whether or not it agrees with the above statements.  A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits


Exhibits


16.1  Letter dated September 24, 2015 from PLS CPA.


















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SIGNATURE


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


Dated: September 25, 2015



 

GROGENESIS,INC.

 

 

 

 

 

By:

/s/ Richard D. Kamolvathin

 

 

Name:  Richard D. Kamolvathin

 

 

Title:    Chief Executive Officer

































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