NT 10-K 1 grog_nt10k.htm FORM 12B-25 NT10K



Washington, D.C. 20549

FORM 12b-25

SEC File Number



(Check One):  ý Form 10-K   ¨ Form 20-F   ¨ Form 11-K   ¨ Form 10-Q   ¨ Form 10-D   ¨ Form N-SAR   ¨ Form N-CSR

For Period Ended:  May 31, 2018

¨   Transition Report on Form 10-K

¨   Transition Report on Form 20-F

¨   Transition Report on Form 11-K

¨   Transition Report on Form 10-Q

¨   Transition Report on Form N-SAR

For the Transition Period Ended: ________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:



Full Name of Registrant


Former Name if Applicable

101 S. Reid Street, Suite 307

Address of Principal Executive Office (Street and Number)

Sioux Falls, SD  57103

City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)



The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the  prescribed due date; and



The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period. (Attach extra sheets if needed.)

The compilation, dissemination and audit of the information required to be presented in the Form 10-K for the year ended May 31, 2018 could not be completed and filed due to the additional time required by the registrant to finalize its document preparation and legal review.  The registrant anticipates it will file such report no later than fifteen days after its original prescribed due date.


(1)  Name and telephone number of person to contact in regard to this notification

Richard D. Kamolvathin







(Area Code)


(Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).  [X] Yes  [_] No

(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  [_] Yes  [X]  No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

GroGenesis, Inc.

(Name of Registrant as Specified in its Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  August 30, 2018

By:  /s/  Richard D. Kamolvathin


Name:  Richard D. Kamolvathin


Title:  Chief Executive Officer