UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GROGENESIS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 42-1771870
(State of Incorporation) (I.R.S. Employer Identification No.)
Highway 79 North
Springville, TN 38256
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange of which
to be so registered each class is to be registered
------------------- ------------------------------
Not applicable Not applicable
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Registrant is authorized to issue up to 750,000,000 shares of common stock
with a par value of $0.001 par share. Holders of the Registrant's common stock
have no preemptive rights to purchase additional shares of common stock or other
subscription rights. The common stock carries no conversion rights and is not
subject to redemption or to any sinking fund provisions. All shares of common
stock are entitled to share equally in dividends from sources legally available.
Upon liquidation, dissolution or winding up of the Registrant, and after payment
of creditors, if any, the assets will be divided pro-rata on a share-for-share
basis among the holders of the shares of common stock.
The Board of Directors is authorized to issue additional shares of common stock
not to exceed the amount authorized by the Registrant's Articles of
Incorporation, on such terms and conditions and for such consideration as the
Board may deem appropriate without further shareholder action.
Each share of common stock is entitled to one vote with respect to the election
of any director or any other matter upon which shareholders are required or
permitted to vote.
ITEM 2. EXHIBITS
Exhibit Incorporated by Reference
Number Exhibit Description Form File No. Exhibit Filing Date
------ ------------------- ---- -------- ------- -----------
3.1 Articles of Incorporation 10-Q/A 3.1 5/14/2015
3.2 Bylaws S-1 333-168337 3.2 7/27/2010
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SIGNATURES
In accordance with Section 12 of the Exchange Act of 1934, the Registrant duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
GroGenesis, Inc.
(Registrant)
Date: May 14, 2015 By: /s/ Joseph Fewer
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Name: Joseph Fewer
Title: Chief Executive Officer and President
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