Statement of Ownership (sc 13g)
February 27 2017 - 5:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Grow
Solutions Holdings, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
399844109
(CUSIP
Number)
L2
Capital, LLC
8900
State Line Rd., Suite 410
Leawood,
KS 66206
1-816-621-3400
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February
17, 2017
(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 disclosures provided
in a prior cover page.
The
information required on 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 ("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. 399844109
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13G
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Page
2 of 5 Pages
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1.
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
L2 Capital, LLC
EIN
#81-4411195
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America, State of Kansas
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE
VOTING POWER
4,624,944
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
4,624,944
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,624,944
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
1
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12.
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TYPE
OF REPORTING PERSON (see instructions)
Accredited Investor
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1
This percentage is calculated based on approximately 46,716,612 shares of common stock outstanding as of February 17, 2017.
As of February 17, 2017, L2 Capital, LLC (“L2”) was deemed to have beneficially owned 9.99% of the common stock of
Grow Solutions Holdings, Inc. (“Company”), as a result of L2’s ownership of that certain convertible promissory
note, which gives L2 the rights to own an aggregate number of shares of the Company’s common stock in an amount not to exceed
9.99% of shares of common stock then outstanding.
CUSIP
No. 399844109
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13G
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Page
3 of 5 Pages
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Item
1.
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(a)
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Name
of Issuer
Grow Solutions Holdings, Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices
1111 Broadway, Suite 406, Denver, CO 80203
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Item
2.
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(a)
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Name
of Person Filing
L2 Capital, LLC
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(b)
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Address
of the Principal Office or, if none, residence
8900 State Line Rd., Suite 410, Leawood, KS 66206
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(c)
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Citizenship
United States of America
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(d)
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Title
of Class of Securities
Common Stock
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(e)
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CUSIP
Number
399844109
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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:
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(a)
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☐
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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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);
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(j)
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☐
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Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP
No. 399844109
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13G
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Page
4 of 5 Pages
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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.
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(a)
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Amount
beneficially owned: 4,624,944
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(b)
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Percent
of class: 9.99%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote 4,624,944
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(ii)
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Shared
power to vote or to direct the vote 0
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(iii)
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Sole
power to dispose or to direct the disposition of 4,624,944
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(iv)
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Shared
power to dispose or to direct the disposition of 0
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Instruction
.
For computations regarding securities which represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
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 ☐.
Instruction
.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent
Holding Company.
Item
8. Identification and Classification of Members of the Group.
Item
9. Notice of Dissolution of Group.
CUSIP
No. 399844109
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13G
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Page
5 of 5 Pages
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Item
10. Certification.
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(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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(b)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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By signing below I certify that, to the best of my 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.
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After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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February
27, 2017
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Date
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/s/
Adam Long
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Signature
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Adam
Long, Managing Partner
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Name/Title
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Grow Solutions (CE) (USOTC:GRSO)
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