GRWC Grow Capital Inc (CE)

(1) Terry Kennedy is the record holder of 6,716,971 shares of common stock of Grow Capital, Inc., par value $0.001 (“Common Stock”), and the direct beneficial owner of 3,762,498 shares of Common Stock, which are held in his name in a brokerage account at TD Ameritrade.  

(2) Terry Kennedy is an indirect beneficial owner of (i) 2,500,000 shares of Common Stock held of record by Off the Wall LLC, a Nevada limited liability company, (ii) 4,000,000 shares of Common Stock held of record by Racing 123 LLC, a Nevada limited liability company, (iii) 4,124,876 shares of Common Stock held of record by Journey, Home 4 Teens LLC, a Nevada limited liability company, and (iv) 2,475,074 shares of Common Stock held of record by AYG LLC, a Nevada limited liability company.  Mr. Kennedy owns 50% of the membership interests in each of Off the Wall and Racing 123.  Mr. Kennedy is the sole owner of Journey, Home 4 Teens, and an indirect beneficial owner of AYG.  Mr. Kennedy is the Manager of each of the four entities.   

(3) Based on 171,673,311 shares of Common Stock outstanding as of July 23, 2019. 

(4) Terry Kennedy is the Manager of Off the Wall and owns 50% of the membership interests in Off the Wall.   

(5) Based on 171,673,311 shares of Common Stock outstanding as of July 23, 2019. 

(6) Terry Kennedy is the Manager of Racing 123 and owns 50% of the membership interests in Racing 123.   

(7) Based on 171,673,311 shares of Common Stock outstanding as of July 23, 2019. 

(8) Terry Kennedy is the Manager of Journey, Home 4 Teens and sole owner of the membership interests in Journey, Home 4 Teens.   

(9) Based on 171,673,311 shares of Common Stock outstanding as of July 23, 2019. 

(10) Terry Kennedy is the Manager of AYG.  Journey is the sole owner of the membership interests in AYG, and Mr. Kennedy is an indirect beneficial owner of AYG. 

(11) Based on 171,673,311 shares of Common Stock outstanding as of July 23, 2019. 

Item 1. Security and Issuer  

This Amendment No. 3 to Schedule 13D (the “Amendment”) is being filed by Terry Kennedy in connection with the acquisition of shares of common stock, par value $0.001 per share (“Common Stock”), of Grow Capital, Inc., (the “Issuer”) in exchange for the shares of Bombshell Technologies, Inc. (“Bombshell”) owned by Journey, Home 4 Teens LLC (“Journey”) and AYG LLC (“AYG”) pursuant to the closing of the acquisition of Bombshell by the Issuer on July 23, 2019 (the “Bombshell Acquisition”).  Mr. Kennedy is the Manager of Journey and AYG, and is the sole owner of the membership interests of Journey, which is the sole owner of the membership interests of AYG.  Mr. Kennedy is an indirect beneficial owner of the shares held of record by Journey and AYG.  The address of the Issuer’s principal executive offices is 2485 Village View Drive, Suite 180, Henderson, NV 89074.

Item 2. Identity and Background  

Item 2 of the Original Statement is amended and restated as follows:

(a) This Schedule 13D is being filed jointly on behalf of Terry Kennedy, Off the Wall, Racing 123, Journey, and AYG (each a “Reporting Person” and collectively, the “Reporting Persons”). 

(b) The business address for Terry Kennedy and Off the Wall is 688 Childrens Way, Henderson, NV 89052.  The business address for Racing 123, Journey, and AYG is 5850 S. Polaris Ave. #1400, Las Vegas, NV 89118. 

(c) Terry Kennedy is the Manager of each of Off the Wall, Racing 123, Journey, and AYG.  

The principal executive office for Terry Kennedy and Off the Wall is 688 Childrens Way, Henderson, NV 89052.  The principal executive office for Racing 123, Journey, and AYG is 5850 S. Polaris Ave. #1400, Las Vegas, NV 89118.

(d) None of the Reporting Persons was, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 

(e) None of the Reporting Persons was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws. 

Item 3. Source and Amount of Funds or Other Consideration  

The following paragraphs are added to the end of Item 3 of the Original Statement:

Journey is the record owner of 4,124,876 shares of Common Stock of the Issuer, all of which were acquired by Journey at the closing of the Bombshell Acquisition at a price of $0.08159 per share in exchange for Journey’s shares of Bombshell common stock.  Mr. Kennedy is the Manager and sole owner of the membership interests of Journey and is an indirect beneficial owner of the shares held of record by Journey.

AYG is the record owner of 2,475,074 shares of Common Stock of the Issuer, all of which were acquired by AYG at the closing of the Bombshell Acquisition at a price of $0.08159 per share in exchange for AYG’s shares of Bombshell common stock.  Mr. Kennedy is the Manager of AYG and is an indirect beneficial owner of the shares held of record by AYG.

Item 4. Purpose of Transaction  

Item 4 of the Original Statement is amended and restated as follows:

Terry Kennedy, Off the Wall, and Racing 123 acquired the above reported shares of Common Stock either as compensation for Terry Kennedy’s services as a consultant to the Issuer or based on each such Reporting Person’s belief that the securities represent an attractive investment opportunity based on the Issuer’s business plan, which is focused on moving the Issuer away from cannabis related activities and into an acquisition strategy focused on financial technology, or “fintech” and complementary opportunities. The shares of Common Stock purchased by each of the above Reporting Persons were acquired in a private transaction with an officer and director of the Issuer or in private placements conducted by the Issuer. Journey and AYG acquired the above reported shares of Common Stock as consideration for their shares of Bombshell at the Closing of the Bombshell Acquisition.  Mr. Kennedy is an indirect beneficial owner of all of the securities of the Issuer held of record by Off the Wall, Racing 123, Journey, and AYG.

In connection with the execution of the Issuer’s business plan, which is focused on moving the Issuer away from cannabis related activities and into an acquisition strategy focused on financial technology, or “fintech” and complementary opportunities., the Reporting Persons may acquire additional shares of Common Stock, either as an owner of a company acquired by the Issuer or in connection with the Issuer raising funds to execute its strategy. Upon the Issuer filing an effective amended and restated articles of incorporation that increases the number of authorized shares of Common Stock of the Issuer, Journey and AYG will receive, respectively, an additional 9,709,126 and 5,825,824 shares of Common Stock of the Issuer as consideration for the Bombshell Acquisition, and will also be eligible to receive, respectively, up to an aggregate of 4,596,015 and 2,757,774 shares of Common Stock during the four years after the closing of the Bombshell Acquisition, based on whether Bombshell is able to meet certain Earnings Before Interest and Taxes thresholds during the earn-out period.  Further information on the Bombshell Acquisition can be found on the Issuer’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 27, 2019 and July 24, 2019.

Item 5. Interest in Securities of the Issuer  

AYG is the record holder of 2,475,074 shares of Common Stock of the Issuer, representing approximately 1.4% of the outstanding Common Stock of the Issuer.  Mr. Kennedy is the Manager of AYG and is an indirect beneficial owner of the shares held of record by AYG.

In the aggregate, the Reporting Persons acting as a group for purposes of Regulation 13D, as described in Item 6, beneficially own, as of July 23, 2019, 13.7% of the outstanding shares of Common Stock of the Issuer.

The foregoing beneficial ownership amounts exclude shares beneficially owned by Amanda Kennedy, Mr. Kennedy’s spouse, and AF1 Public Relations LLC, an entity wholly-owned by Amanda Kennedy, as to which as to which Mr. Kennedy disclaims beneficial ownership.  All of the percentages of beneficial ownership of the Reporting Person set forth in this Schedule 13D are based on 171,673,311 shares of issued and outstanding Common Stock of the Issuer as of July 23, 2019, as reported on the Issuer’s Form 10-Q filed May 14, 2019 and after giving effect to the issuances by the Issuer reported by the Issuer in filings with the SEC through July 23, 2019.

(b) Terry Kennedy has the sole power to direct the vote and to dispose of 6,716,971 share of Common Stock of the Issuer and Mr. Kennedy has the shared power to direct the vote, and shared power to dispose of 13,099,950 shares of Common Stock of the Issuer.  Off the Wall has shared power to vote and shared power to dispose of 2,500,000 shares of Common Stock of the Issuer.  Racing 123 has shared power to vote and shared power to dispose of 4,000,000 shares of Common Stock of the Issuer.  Journey has shared power to vote and shared power to dispose of 4,124,876 shares of Common Stock of the Issuer.  AYG has shared power to vote and shared power to dispose of 2,475,074 shares of Common Stock of the Issuer. Terry Kennedy is the Manager of Off the Wall, Racing 123, Journey, and AYG.  Mr. Kennedy owns 50% of the membership interests in each of Off the Wall and Racing 123, is the sole owner of Journey, and is an indirect beneficial owner of AYG. 

(c) In the sixty days prior to the filing of this Schedule 13D, the Reporting Persons engaged in the following transactions with respect to the Issuer’s Common Stock:  

 4,124,876 shares of Common Stock were issued to Journey on July 23, 2019 at the closing of the Bombshell Acquisition at a price of $0.08159 per share in exchange for Journey’s shares of Bombshell common stock. 

 2,475,074 shares of Common Stock were issued to AYG on July 23, 2019 at the closing of the Bombshell Acquisition at a price of $0.08159 per share in exchange for AYG’s shares of Bombshell common stock. 

(d) No person other than Terry Kennedy, Off the Wall, Racing 123, Journey, and AYG is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares of the Common Stock of the Issuer reported hereby.   

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer  

Item 6 of the Original Statement is amended and restated as follows:

Terry Kennedy, Off the Wall, Racing 123, Journey, and AYG have an oral agreement to act as a group for purposes of Regulation 13D solely with respect to the securities of the Issuer, and to consult with each other and possibly work together to effectuate the actions described in Item 4 above should they deem such actions desirable. Each of the Reporting Persons has agreed to file jointly with respect to the transactions being reported on this Schedule 13D.

Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

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Signature

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.