(605) 836-3100

(Registrant’s telephone number, including area code)

N/A

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]  No [  ]

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

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

As of April 13, 2016, there were 84,143,571 shares of the registrant’s common stock outstanding.

GROGENESIS, INC.

FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 29, 2016

TABLE OF CONTENTS

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GROGENESIS, INC.

Condensed Balance Sheets

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

3

GROGENESIS, INC.

Condensed Statements of Operations

(Unaudited)

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

4

GROGENESIS, INC.

Condensed Statements of Cash Flows

(Unaudited)

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

5

GROGENESIS, INC.

Notes to Condensed Financial Statements

(Unaudited)

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

GroGenesis, Inc. (the "Company") was incorporated in the state of Nevada on May 19, 2010 under the name Lisboa Leisure, Inc.  On September 9, 2013, the Company entered into two asset purchase agreements whereby the Company agreed to purchase certain assets necessary for the operation of a plant growth surfactant manufacture and sales business.  The agreements closed on February 7, 2014.  The assets acquired are used in conjunction with the production, marketing, and sale of the crop surfactant to be sold under the name "AgraBurst".  Effective November 1, 2013, the Company changed its name to GroGenesis, Inc.  The Company’s former president, Maria Fernandez, resigned on closing.  In addition, the Company has entered into an easement agreement whereby it was granted the right to use a portion of a farm located in Aylmer, Ontario, Canada for the purposes of using it as a demonstration farm in order to evaluate and exhibit the effects of the surfactant then known as “GroGenesis”.

The Company is an operating company in the agricultural and environmental sectors through its ownership, manufacture, and sale of a natural blend of plant extracts that is used as a liquid plant growth enhancer, known as AgraBurst™ crop surfactant formula SURF0107 ("AgraBurst").  A plant surfactant is a compound that lowers the surface tension between a liquid and a solid in order to allow for more efficient nutrient uptake in the plant.  The Company commenced business in this sector in February 2014.

In early January 2015, the Company introduced a new organic product, AgraBlast™ (“AgraBlast”).  AgraBlast is a liquid broad-spectrum algaecide, fungicide, bactericide, and general sanitation product for use in agricultural industries.

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

Basis of Accounting

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”), for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by US GAAP for complete financial statements.  The unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K for the fiscal year ended May 31, 2015 filed on September 14, 2015.  In the opinion of management, all adjustments (consisting of normal recurring adjustments unless otherwise indicated) considered necessary for a fair presentation have been included.  Operating results for the three and nine months ended February 29, 2016 are not necessarily indicative of the results that may be expected for the year as a whole.

Use of Estimates

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

6

Cash and Cash Equivalents

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

Inventory

Inventory is stated at the lower of cost or market under the first-in, first out (FIFO) valuation method.  At February 29, 2016, inventory consists primarily of raw materials.

Basic Net Income (Loss) Per Share

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

The Company had 1,850,000 and zero potentially dilutive shares from the outstanding common stock warrants as of February 29, 2016 and May 31, 2015, respectively.

The Company had 1,400,000 and zero potentially dilutive shares from common stock awarded but not yet issued to the Company’s CEO and Directors as of February 29, 2016 and May 31, 2015, respectively.

Financial Instruments

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

Revenue Recognition

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

Income Taxes

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

Fair value

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

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

7

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

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

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

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

Equity Instruments Issued for Services

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

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers."  ASU 2014-09 will supersede most current revenue recognition guidance, including industry-specific guidance.  The underlying principle is that an entity will recognize revenue upon the transfer of goods or services to customers in an amount that the entity expects to be entitled to in exchange for those goods or services.  The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized.  Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances.  The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.  The guidance is effective for the interim and annual periods beginning on or after December 15, 2016 (early adoption is not permitted).  The guidance permits the use of either a retrospective or cumulative effect transition method.  On April 29, 2015, the FASB issued an exposure draft to defer the effective date by one year.  The Company is currently evaluating the impact of the amended guidance on its financial statements.

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

8

NOTE 2 - GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred a loss since inception resulting in an accumulated deficit of $2,658,003 as of February 29, 2016, and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or the private placement of common stock.  There is, however, no assurance that the Company will be able to raise any additional capital through any type of private placement or other securities offering on terms acceptable to the Company.

NOTE 3 - ADVANCE

As of February 29, 2016, the Company owed $21,750 to an associate of the Company’s management.  The advance is unsecured, payable on demand and non-interest bearing.

NOTE 4 - RELATED PARTY TRANSACTIONS

On March 1, 2014, the Company entered into a Consulting Agreement with the Company’s former Chief Operating Officer (the “COO”) whereby the Company agreed to pay the COO $2,500 per month.  During the three and nine months ended February 29, 2016, the Company incurred $1,417 and $8,917 of consulting fees to the former COO.  As of February 29, 2016, the total balance owing to the former COO was $46,417, which is unsecured, non-interest bearing and due on demand.  The former COO resigned as our Chief Operating Officer on September 17, 2015.

On June 1, 2014, the Company entered into a Consulting Agreement with the Company’s former Chief Financial Officer (the “former CFO”), whereby the Company agreed to pay the CFO $2,500 per month.  The former CFO started working for the Company on August 1, 2014 and resigned in April 2015.  As of February 29, 2016, the Company owes the former CFO of the Company $27,500, which is unsecured, non-interest bearing and due on demand.

Prior to May 31, 2015, the former Vice President of Sales and Manufacturing (“VPSM”) paid for expenses on behalf of the Company and earned commissions on sales on behalf of the Company.  As of February 29, 2016, the Company owed the former VPSM of the Company $72,896, which is unsecured, non-interest bearing and due on demand.  This former VPSM resigned from the Company in July 2015.

As of February 29, 2016, the Company owes the former President of the Company $22,161 for general and administration expenses and travel expenses paid on behalf of the Company and consulting services provided by the former President.  The amount is unsecured, non-interest bearing and due on demand.  The former President resigned as President, CEO, CFO, and as a director of the Company on September 18, 2015.

As of February 29, 2016, the Company owes the spouse of the former President of the Company $4,000 for general and administration support services provided to the Company.  The amount is unsecured, non-interest bearing and due on demand.

As of February 29, 2016, the Company had loans of $63,325 from shareholders.  These amounts are unsecured, non-interest bearing and have no fixed terms of repayment.  The Company has not yet formalized loan agreements for these loans.

As of February 29, 2016, the Company owes the Company’s CEO compensation of $12,500 for services. The Company has not yet formalized the terms of the CEO’s services agreement.

9

NOTE 5 - STOCKHOLDERS’ EQUITY

During the nine months ended February 29, 2016, the Company completed a private placement consisting of 1,850,000 units to an investor for total proceeds of $370,000.  Each unit consisted of one share of common stock and a warrant to purchase one share of common stock.  The warrants have an exercise price of $0.40 per share and have a two-year term.

On October 16, 2015, the Company approved the issuance of 300,000 forfeitable common shares to Jerry Platt for his appointment and services on its board of directors that he will render to the Company over a one-year period.  These shares vest over a one-year period and were valued at the fair value of the stock on the date of grant.  The total amount recorded in general and administrative expense for the nine months ending February 29, 2016 was $5,869, which was based on 34,521 shares earned at a fair value of the stock of $0.17.

On October 19, 2015, the Company approved the issuance of 500,000 common shares to Richard D. Kamolvathin for his acceptance of the position of Chief Executive Officer of the Company.  The Company recorded a total expense of $85,000 for these shares during the nine months ended February 29, 2016, based on the fair value of all 500,000 fully vested shares at a fair value of $0.17 per share.  As of February 29, 2016, these shares have not yet been issued.  No further expense will be recognized for these shares.

On October 28, 2015, the Company approved the issuance of 300,000 forfeitable common shares to Brian Yale for his appointment and services on our board of directors that he will render to the Company over a one-year period.  These shares vest over a one-year period and were valued at the fair value of the stock on the date of grant.  The total amount recorded in general and administrative expense for the nine months ending February 29, 2016 was $4,611, which was based on 27,123 shares earned at a fair value of the stock of $0.17.

On November 4, 2015, the Company approved the issuance of 300,000 forfeitable common shares to David E. Colburn for his appointment and services on our board of directors that he will render to the Company over a one-year period.  These shares vest over one-year period and were valued at the fair value of the stock on the date of grant.  The total amount recorded in general and administrative expense for the nine months ending February 29, 2016 was $3,205, which was based on 21,370 shares earned at a fair value of the stock of $0.15.

On February 25, 2016, the Company sold 42,672 shares to an investor for total proceeds of $4,267.  These shares have not yet been issued and are reflected as common stock subscribed on the Company’s balance sheet.

Warrants for Common Stock

A summary of warrant activity as of February 29, 2016 and changes during the nine months then ended is presented below:

The intrinsic value is the difference between the closing stock price on February 29, 2016 and the exercise price, multiplied by the number of in-the-money warrants had all warrant holder exercised their warrants on February 29, 2016.

10

NOTE 6 - COMMITMENTS

On September 9, 2013, the Company entered into an Asset Purchase Agreement whereby the Company agreed to acquire intellectual property as well as all related assets necessary for operating a plant growth enhancement product ("Plant Surfactant") manufacture and sale business.  The agreement was closed on February 7, 2014.  In consideration, the Company issued 12,500,000 shares of restricted common stock.  In addition, the Company also agreed to incorporate a wholly-owned subsidiary that will hold these assets and conduct operations, and execute a consulting agreement with the former President of the Company whereby he would receive $7,000 per month.  The consulting agreement will become effective on the date that the Company raises a minimum of $500,000 to fund operations, which had not yet occurred as of the date of the former President’s resignation.  As of February 29, 2016, the Company had not incorporated a wholly-owned subsidiary.

On September 9, 2013, the Company entered into an Asset Purchase Agreement whereby the Company agreed to acquire certain equipment used in conjunction with the production, marketing and sale of the Plant Surfactant.  The agreement closed on February 7, 2014.  In consideration, the Company issued 5,000,000 shares of restricted common stock.

On September 9, 2013, the Company entered into an Easement Agreement whereby the Company agreed to acquire the exclusive right to 10 acres of farm property located in Aylmer, Ontario, Canada, to operate as a demonstration farm in order to evaluate and exhibit the effects of using the plant surfactant for an initial term of 3 years.  In consideration, the Company issued 2,500,000 shares of restricted common stock with a fair value of $25,200, which was recognized as a prepaid expense and is being amortized over the three-year term.  During the three and nine months ended February 29, 2016, the Company recognized $2,100 and $6,300, respectively, as rent expense, leaving a balance of $4,200 remaining in prepaid expense as of February 29, 2016.

On April 15, 2015, the Company entered into a Consulting and Marketing Service Agreement for a term of 90 days.  Pursuant to the agreement, the Company agreed to pay the consultant $10,000 per month.  During the three and nine months ending February 29, 2016, the Company recorded consulting fee expense of $0 and $15,000 under this agreement.

NOTE 7 - SUBSEQUENT EVENTS

In March 2016, we entered into subscription agreements with five non-U.S. investors for the sale 1,606,932 units consisting of one share of common stock at $0.10 and one warrant to purchase one share of common stock for $0.20 with a one-year term. The Company received total proceeds of $160,693 from the sale of the units. As of the date of this filing, the common stock has not been issued yet.

11

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains forward-looking statements.  Forward-looking statements are projections in respect of future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology.  Forward-looking statements may include statements about:

·

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

·

absence of contracts with customers or suppliers;

·

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

·

our ability to successfully integrate acquired businesses or new brands;

·

the impact of competitive products and pricing;

·

supply constraints or difficulties; and

·

the retention and availability of key personnel.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended May 31, 2015 as filed with the Securities and Exchange Commission on September 14, 2015, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.  These risks include, by way of example and not in limitation:

·

general economic and business conditions;

·

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

·

our need to raise additional funds in the future;

·

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

·

our ability to successfully implement our business plan;

·

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

·

the commercial success of our products;

·

intellectual property claims brought by third parties;

·

the impact of any industry regulation; and

·

other factors discussed under the section entitled “Risk Factors” set forth in our Annual Report on Form 10-K for the year ended May 31, 2015 as filed with the Securities and Exchange Commission on September 14, 2015.

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

Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission.  The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company should be read in conjunction with the Condensed Financial Statements and notes related thereto included in this Quarterly Report on Form 10-Q.  We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law.  We believe that our assumptions are based upon reasonable data derived from and known about our business and operations.  We make no assurance that actual results of operations or the results of our future activities will not differ materially from our assumptions.

12

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

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

We use United States GAAP financial measures in the section of this report captioned “Management’s Discussion and Analysis or Plan of Operation” (MD&A), unless otherwise noted.  All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.  This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this Quarterly Report.  All references to dollar amounts in this section are in United States dollars, unless expressly stated otherwise.  Please see our “Risk Factors” in our Annual Report on Form 10-K for the year ended May 31, 2015 for a list of our risk factors.

Overview

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

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

We completed the purchase of the assets necessary for the operation of AgraBurst™ surfactant manufacture and sales business on February 7, 2014.

In January 2015, we introduced a new organic product, AgraBlast™.  AgraBlast™ is a liquid broad-spectrum algaecide, fungicide, bactericide, and general sanitation product for use in agricultural industries.  This new product causes no harm to the environment with no residual or harmful components persisting after spraying.  All the degradation products are beneficial to both soil and plant.

Recent Corporate Developments

Management and Corporate Governance Changes

On September 17, 2015, Alan Hughes resigned as the Chief Operating Officer and Director of the Company.  Mr. Hughes’ resignation was not as a result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

On September 18, 2015, Joseph Fewer resigned as the Chief Executive Officer, President, Chief Financial Officer and as a Director of the Company.  Mr. Fewer’s resignation was not as a result of any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.

13

On September 18, 2015, Richard D. Kamolvathin was appointed as Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and Director of the Company.  On September 18, 2015, Tyler Mackay was appointed as Chief Operating Officer of the Company.

On October 6, 2015, Grant B. Walsh was appointed as a Director and Chairman of the Board of the Company.  On October 16, 2015, William Gerald Platt, Ph.D., age 68, was appointed as a Director of the Company.  On October 28, 2015, Max “Brian” Yale, age 68, was appointed as a Director of the Company.  On November 4, 2015, David E. Colburn, age 68, was appointed as a Director of the “Company”.

Results of Operations

Comparison of the Three Months Ended February 29, 2016 to the Three Months Ended February 28, 2015

Revenue

The Company had revenues of $0 and $2,876 for the three months ended February 29, 2016 and February 28, 2015, respectively, due to our focus and efforts being directed on new product development.

Expenses

Our expenses for the three months ended February 29, 2016 are summarized as follows in comparison to our expenses for same period in 2015:

Operating expenses increased $54,281 for the three months ended February 29, 2016 compared to the three months ended February 28, 2015, an increase of 58%.  The increase is due primarily to increase in consulting fees of $25,195 and professional fees of 16,955 during the three months ended February 29, 2016, as compared with the same period in 2015.

Comparison of the Nine Months Ended February 29, 2016 to the Nine Months Ended February 28, 2015

Revenue

The Company had revenues of $0 for the nine months ended February 29, 2016, as compared to revenues of $32,438 for the nine months ended February 28, 2015.  Revenue decreased by $32,438 due to our focus and efforts being re-directed to new product development.

14

Expenses

Our expenses for the nine months ended February 29, 2016 are summarized as follows in comparison to our expenses for same period in 2015:

Operating expenses increased $268,516 for the nine months ended February 29, 2016 compared to the nine months ended February 28, 2015, an increase of 101%.  The increase is due primarily to increased consulting fees of $214,120 and professional fees of 36,108 during the nine months ended February 29, 2016, as compared with the same period in 2015.

Liquidity and Capital Resources

As of February 29, 2016, we had cash on hand of $2,602 and a working capital deficiency of $352,482.

Private Placement Offerings

In July and August 2015, we sold an aggregate of 600,000 units to an accredited investor for gross aggregate proceeds of $120,000 pursuant to a private placement offering.  Each unit consisted of one share of common stock and a warrant to purchase one share of common stock.  The warrants have an exercise price of $0.40 per share and have a two-year term.

On October 7, 2015, we sold an aggregate of 1,250,000 units to an accredited investor for gross aggregate proceeds of $250,000 pursuant to a private placement offering.  Each unit consisted of one share of common stock and a warrant to purchase one share of common stock.  The warrants have an exercise price of $0.40 per share and have a two-year term.

On February 25, 2016, the Company sold 42,672 shares to a non-U.S. investor for total proceeds of $4,267.  These shares have not yet been issued and are reflected as common stock subscribed on the Company’s balance sheet.

In March 2016, we entered into subscription agreements with five non-U.S. investors for the sale 1,606,932 units consisting of one share of common stock at $0.10 and one warrant to purchase one share of common stock for $0.20 with a one-year term.  The Company received total proceeds of $160,693 from the sale of the units.  As of the date of this filing, the common stock has not been issued yet.

Working Capital Deficiency

The increase in current assets is due primarily to a $20,990 increase in advances and a $12,421 increase in inventory.  The increase in current liabilities is due primarily to a $56,239 increase in related party payables and a $29,823 increase in accounts payable and accrued expenses.

15

Cash Flows

The increase in net cash used in operating activities in the nine months ended February 29, 2016, as compared to the comparable period last year is due primarily to an increase in operating expenses.  The increase in cash provided by financing activities is due primarily to an increase in proceeds from the sale of our common stock.

Future Financing

Given our cash position of $2,602 as of February 29, 2016, we do not have sufficient cash to cover our cash needs through the balance of our fiscal year.  We will require additional funds to implement our growth strategy for our business.  In addition, while we have received capital from various private placements that have enabled us to fund our operations, these funds have been largely used to develop our processes, although additional funds are needed for other corporate operational and working capital purposes.  Therefore, we will need to raise an additional $1 million to cover all of our operational expenses over the next 12 months.  These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.  Although there is no assurance that the Company will be successful with our fund raising initiatives, management believes that the Company will be able to secure the necessary financing as a result of ongoing financing discussions with third party investors and existing shareholders.  The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations.  If the Company raises additional funds through the issuance of equity, the percentage ownership of current shareholders could be reduced, and such securities might have rights, preferences or privileges senior to its common stock.  Additional financing may not be available upon acceptable terms, or at all.  If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict its future plans for developing its business and achieving commercial revenues.  Any failure to secure additional financing may force us to modify our business plan.  In addition, we cannot be assured of profitability in the future.

Going Concern

The unaudited condensed financial statements contained in this quarterly report on Form 10-Q have been prepared assuming that the Company will continue as a going concern.  The Company has accumulated losses through the period to February 29, 2016 of $2,658,003, as well as negative cash flows from operating activities.  The unaudited condensed financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.  Presently, the Company does not have sufficient cash resources to meet its plans in the twelve months following February 29, 2016.  The Company’s continuation as a going concern is dependent on its ability to obtain additional financing as may be required and ultimately to attain profitability.  If we are not able to obtain the additional financing on a timely basis should it be required, or generate significant material revenues from operations, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations.

Off-Balance Sheet Arrangements

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

Effects of Inflation

We do not believe that inflation has had a material impact on our business, revenues or operating results during the periods presented.

16

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers."  ASU 2014-09 will supersede most current revenue recognition guidance, including industry-specific guidance.  The underlying principle is that an entity will recognize revenue upon the transfer of goods or services to customers in an amount that the entity expects to be entitled to in exchange for those goods or services.  The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized.  Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances.  The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.  The guidance is effective for the interim and annual periods beginning on or after December 15, 2016 (early adoption is not permitted).  The guidance permits the use of either a retrospective or cumulative effect transition method.  On April 29, 2015, the FASB issued an exposure draft to defer the effective date by one year.  The Company is currently evaluating the impact of the amended guidance on its financial statements.

In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements— Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.  Continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent.  Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting.  Prior to this, there was no guidance under U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures.  The amendments in this update provide that guidance.  In doing so, the amendments reduce diversity in the timing and content of footnote disclosures.  The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards.  Specifically, the amendments (1) provide a definition of the term “substantial doubt”, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued).  For the period ended February 29, 2016, management evaluated the Company’s ability to continue as a going concern and concluded that substantial doubt has not been alleviated about the Company’s ability to continue as a going concern.  While the Company continues to explore further significant sources of financing, management’s assessment was based on the uncertainty related to the availability amount and nature of such financing over the next twelve months.

During November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which simplifies the presentation of deferred income taxes. ASU 2015-17 provides presentation requirements to classify deferred tax assets and liabilities as noncurrent in a classified statement of financial position.  The standard is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period.  Early adoption is permitted for any interim and annual financial statements that have not yet been issued.  We early adopted ASU 2015-17 effective February 29, 2016 on a prospective basis.  The adoption did not have a significant impact on the Company’s consolidated financial position or results of operations.

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

17

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our management carried out an evaluation, with the participation of our Chief Executive Officer (Principal Executive Officer) and our Chief Financial Officer (Principal Financial Officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act), as of the period covered by this report.  Disclosure controls and procedures are defined as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.  Based upon their evaluation, our management (including our Chief Executive Officer and Chief Financial Officer) concluded that our disclosure controls and procedures were not effective as of February 29, 2016, based on the material weaknesses defined below:

i)

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

ii)

Audit Committee and Financial Expert.  We do not have a formal audit committee with a financial expert, and thus we lack the board oversight role within the financial reporting process.

iii)

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

iv)

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

We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources to potentially mitigate these material weaknesses.

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

18

Management’s Remediation Plan

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

(i)

appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and

(ii)

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

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

Management believes that despite our material weaknesses set forth above, our condensed financial statements for the quarter ended February 29, 2016 are fairly stated, in all material respects, in accordance with US GAAP.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended February 29, 2016 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.  We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

19

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On February 25, 2016, the Company sold 42,672 shares to a non-U.S. investor for total proceeds of $4,267.  These shares have not yet been issued and are reflected as common stock subscribed on the Company’s balance sheet.

In March 2016, we entered into subscription agreements with five non-U.S. investors for the sale 1,606,932 units consisting of one share of common stock at $0.10 and one warrant to purchase one share of common stock for $0.20 with a one-year term.  The Company received total proceeds of $160,693 from the sale of the units.  As of the date of this filing, the common stock has not been issued yet.

The above sale of securities was exempt from registration in reliance upon Regulation S of the Securities Act.  The Company intends to use the proceeds of the offering for general corporate purposes, including working capital needs.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

*Filed herewith

20

SIGNATURES

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

GROGENESIS, INC.

By:  /s/ Richard D. Kamolvathin

Richard D. Kamolvathin

Chief Executive Officer

(Principal Executive Officer)

Date:  April 14, 2016

By:  /s/ Richard D. Kamolvathin

Richard D. Kamolvathin

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Date:  April 14, 2016

21