GRWC Grow Capital Inc (CE)

Item 1.           Security and Issuer

This Statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.001 per share (“Common Stock”), of Grow Capital, Inc., (the “Issuer”).  The address of the Issuer’s principal executive offices is 2485 Village View Drive, Suite 180 Henderson, NV 89074.

Item 2.           Identity and Background

(a)                                 This Schedule 13D is being filed jointly on behalf of Joel Bonnette, Ambiguous Holdings LLC (“Ambiguous”), and Strategery LLC (each a “Reporting Person” and collectively, the “Reporting Persons”).

(b)                                 The business address for each of the Reporting Persons is 25769 Royal Birkdale Drive, Denham Springs, LA 70726.

(c)                                Joel Bonnette is the Manager of each of Ambiguous and Strategery.

The principal executive office for each of the Reporting Persons is 25769 Royal Birkdale Drive, Denham Springs, LA 70726.

(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 Person 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.

(f)                                   Joel Bonnette is a citizen of the United States.  Ambiguous is a Louisiana limited liability company and Strategery is a Nevada limited liability company.

Item 3.           Source and Amount of Funds or Other Consideration

Joel Bonnette is the record holder of 714,286 shares of Common Stock, all of which were purchased by Mr. Bonnette on April 12, 2019 in a private placement conducted by the Issuer for an aggregate purchase price of $50,000.

Strategery is the record owner of 13,834,002 shares of Common Stock of the Issuer, 4,124,876 of which were acquired by Strategery at the closing of the acquisition of Bombshell Technologies, Inc. (“Bombshell”) by the Issuer on July 23, 2019 (the “Bombshell Acquisition”) and 9,709,126 of which were acquired as further consideration for the Bombshell Acquisition after the Issuer filed an effective amended and restated articles of incorporation that increased the number of authorized shares of Common Stock of the Issuer on September 3, 2019 (the “Share Increase”).  All of the shares were acquired at a price of $0.08159 per share in exchange for Strategery’s shares of Bombshell common stock.  Mr. Bonnette is the Manager of Strategery and is an indirect beneficial owner of the shares held of record by Strategery.

Ambiguous is the record owner of 8,300,898 shares of Common Stock of the Issuer, 2,475,074 of which were acquired by Ambiguous at the closing of the Bombshell Acquisition, and 5,825,824 of which were acquired as further consideration for the Bombshell Acquisition after the effectiveness of the Share Increase.  All of the shares were acquired at a price of $0.08159 per share in exchange for Ambiguous’ shares of Bombshell common stock.  Mr. Bonnette is the Manager of Ambiguous and is an indirect beneficial owner of the shares held of record by Ambiguous.

(a)Joel Bonnette is the beneficial holder of 22,849,186 shares of Common Stock of the Issuer, representing approximately 9.1% of the outstanding Common Stock of the Issuer.  He is the record holder of 714,826 shares. Mr. Bonnette has sole voting and dispositive power of all shares held in his name and has shared voting and dispositive power over the shares held by Ambiguous and Strategery. 

Strategery is the record holder of 13,834,002 shares of Common Stock of the Issuer, representing approximately 5.5% of the outstanding Common Stock of the Issuer.  Mr. Bonnette is the Manager and sole owner of Strategery and is an indirect beneficial owner of the shares held of record by Strategery.

Ambiguous is the record holder of 2,475,074 shares of Common Stock of the Issuer, representing approximately 3.3% of the outstanding Common Stock of the Issuer.  Mr. Bonnette is the Manager of Ambiguous, owns 50% of the membership interests of Ambiguous and is an indirect beneficial owner of the shares held of record by Ambiguous.

In the aggregate, the Reporting Persons acting as a group for purposes of Regulation 13D, as described in Item 6, beneficially own, as of September 3, 2019, 9.1% of the outstanding shares of Common Stock of the Issuer.

All of the percentages of beneficial ownership of the Reporting Person set forth in this Schedule 13D are based on 250,563,917 shares of issued and outstanding Common Stock of the Issuer as of September 3, 2019, as reported on the Issuer’s Current Report on Form 8-K filed September 9, 2019

(b)                                 Joel Bonnette has sole power to direct the vote and dispose of 714,286 shares of Common Stock and shared power to direct the vote, and dispose of 22,134,900 shares of Common Stock of the Issuer.  Strategery has shared power to vote and shared power to dispose of 13,834,002 shares of Common Stock of the Issuer and Ambiguous has shared power to vote and shared power to dispose of 8,300,898.  Joel Bonnette is the Manager of Strategery and Ambigious, owns all of the membership interests in Strategery and owns 50% of the membership interests in Ambiguous.

(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: