Amended Statement of Ownership (sc 13g/a)
November 05 2019 - 2:22PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
to
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Grow
Capital, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001
(Title
of Class of Securities)
399818103
(CUSIP
Number)
Andy
Albright
c/o
Robert J. King III
2000
Renaissance Plaza
230
North Elm Street
Greensboro,
NC 27401
336-271-3110
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
October
28, 2019
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
|
Rule
13d-1(b)
|
☒
|
Rule
13d-1(c)
|
☐
|
Rule
13d-1(d)
|
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be 'filed' for the purpose of Section 18 of the
Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 399818103
|
13G
|
Page
2 of 9 Pages
|
Person
1
|
1
|
NAME
OF REPORTING PERSON
Albright
Bombshell, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: NORTH CAROLINA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
22,135,728
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
22,135,728
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,135,728
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.11%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP
No. 399818103
|
13G
|
Page
3 of 9 Pages
|
Person
2
|
1
|
NAME
OF REPORTING PERSON
KA
Put and Call, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: NEVADA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
11,067,864
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
11,067,864
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,067,864
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.56%
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP
No. 399818103
|
13G
|
Page
4 of 9 Pages
|
Person
3
|
1
|
NAME
OF REPORTING PERSON
Andy S. Albright
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☒
(b) ☐
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION: NORTH CAROLINA
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
23,802,395
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
23,802,395
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,802,395
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.80%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
|
|
CUSIP
No. 399818103
|
13G
|
Page
5 of 9 Pages
|
Pursuant
to Rule 13d-2 of the Act, this Amendment No. 1 to Schedule 13G (this “Amendment”) amends and restates in its entirety
the Schedule 13G filed with the Securities and Exchange Commission on September 11, 2019. This Amendment relates to shares issued
to each of the Reporting Persons (as hereinafter defined) and updates the percentages based on the number of shares issued and
outstanding when the Company (as hereinafter defined) filed its 10K-A on October 28, 2019.
Item
1. Security and Issuer:
|
(a)
|
Name
of Issuer: Grow Capital, Inc. (the “Company”)
|
|
(b)
|
Address
of Issuer’s Principal Executive Offices: 2485 Village View Drive, Suite 180, Henderson,
NV 89074.
|
Item
2.
|
(a)
|
Name
of Person Filing: This statement is filed by:
|
|
(i)
|
Albright
Bombshell, LLC, a North Carolina limited liability company (“Albright Bombshell”),
with respect to the shares of Common Stock (as hereinafter defined) directly owned by
it and directly owned by KA Put and Call (as hereinafter defined), its wholly-owned subsidiary;
|
|
(ii)
|
KA
Put and Call, LLC, a Nevada limited liability company (“KA Put and Call”),
with respect to shares of Common Stock directly owned by it; and
|
|
(iii)
|
Andy
S. Albright, a United States citizen of the State of North Carolina (“Mr. Albright”),
with respect to the shares of Common Stock owned directly by each of (i) Mr. Albright,
(ii) Albright Bombshell, and (iii) KA Put and Call. Albright Bombshell owns 100% of the
membership interests in KA Put and Call. Mr. Albright owns 100% of the membership interests
in Albright Bombshell.
|
The
foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein
with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate
party.
|
(b)
|
Address
of Principal Business Office or each of the Reporting Persons is: 1214 Turrentine St.,
Burlington, NC 27215
|
|
(c)
|
Citizenship:
See item 2(a) above.
|
|
(d)
|
Title
of Class of Securities: Common Stock, par value $0.001 per share (“Common Stock”)
|
|
(e)
|
CUSIP
Number: 399818103
|
CUSIP
No. 399818103
|
13G
|
Page
6 of 9 Pages
|
Item
3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is
a:
|
(a)
|
☐ Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78c);
|
|
(b)
|
☐ Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐ Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
☐ Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
(e)
|
☐ An
investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐ An
employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐ A
parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐ A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐ A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act
of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
☐ A
non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐ Group,
in accordance with 240.13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
|
A.
|
Albright
Bombshell, LLC
|
|
(a)
|
Amount
beneficially owned: 22,135,728
|
|
(b)
|
Percent
of class: 9.11%. The percentages used herein and in the rest of Item 4 are calculated
based up on the 242,901,397 shares of Common Stock issued and outstanding as of October
14, 2019, as set forth in the Company’s Form 10-K/A filed on October 28, 2019.
|
|
(c)
|
Number
of shares as to which each person has:
|
|
(i)
|
Sole
power to vote or direct the vote: 22,135,728
|
CUSIP
No. 399818103
|
13G
|
Page
7 of 9 Pages
|
|
(ii)
|
Shared
power to vote or direct the vote: 0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 22,135,728
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
|
(a)
|
Amount
beneficially owned: 11,067,864
|
|
(b)
|
Percent
of class: 4.56%.
|
|
(c)
|
Number
of shares as to which each person has:
|
|
(i)
|
Sole
power to vote or direct the vote: 11,067,864
|
|
(ii)
|
Shared
power to vote or direct the vote: 0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 11,067,864
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
|
(a)
|
Amount
beneficially owned: 23,802,395
|
|
(b)
|
Percent
of class: 9.80%.
|
|
(c)
|
Number
of shares as to which each person has:
|
|
(i)
|
Sole
power to vote or direct the vote: 23,802,395
|
|
(ii)
|
Shared
power to vote or direct the vote: 0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 23,802,395
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 0
|
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following. ☐
CUSIP
No. 399818103
|
13G
|
Page
8 of 9 Pages
|
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
See
Exhibit A.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On by the Parent Holding
Company or Control Person.
See
Exhibit A.
Item
8. Identification and Classification of Members of a Group.
See
Exhibit A.
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
Each
of the Reporting Persons hereby makes the following certification:
By
signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
|
Dated:
November 5, 2019
|
|
|
|
/s/ Andy S. Albright
|
|
Andy
S. Albright, individually, and as the manager of Albright Bombshell, LLC, for itself and as the managing member of KA Put and
Call, LLC
|
CUSIP
No. 399818103
|
13G
|
Page
9 of 9 Pages
|
Schedule
13G
Exhibit
A
Albright
Bombshell owns 100% of the membership interests in KA Put and Call. Albright Bombshell is the sole managing member of KA Put and
Call. Mr. Albright owns 100% of the membership interests in Albright Bombshell. Mr. Albright is the sole manager of Albright Bombshell.
As a result, Albright Bombshell has the right to receive and power to direct the receipt of dividends from, as well as the proceeds
from the sale of, the Common Stock owned by KA Put and Call. Mr. Albright has the right to receive and power to direct the receipt
of dividends from, as well as the proceeds from the sale of, the Common Stock owned by Albright Bombshell.
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