Filing Details

 

CUSIP No.   399818103
	1.	Names of Reporting Person. Terry Kennedy
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization: USA

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power: 12,596,679(1)
			8.	Shared Voting Power: 6,500,000(2)
			9.	Sole Dispositive Power: 12,596,679(1)
			10.	Shared Dispositive Power: 6,500,000(2)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 19,096,679(1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11): 13.8%(3)
	14.	Type of Reporting Person (See Instructions): IN

 

 

(1)Terry Kennedy is the record holder of 5,050,304 shares of common stock of Grow Capital, Inc., par value $0.001 (“Common Stock”), and the direct beneficial owner of 7,546,375 shares of Common Stock, which are held in his name in a brokerage account at TD Ameritrade. 

 

(2)Terry Kennedy is the 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 and (ii) 4,000,000 shares of Common Stock held of record by Racing 123 LLC, a Nevada limited liability company.  Mr. Kennedy owns 50% of the membership interests in each of Off the Wall and Racing 123, and is the Manager of both Off the Wall and Racing 123.   

 

(3)Based on 137,982,075 shares of Common Stock outstanding as of May 15, 2019. 

 

CUSIP No.   399818103
	1.	Names of Reporting Person. Off the Wall LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization: Nevada

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 2,500,000(4)
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 2,500,000(4)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 2,500,000(4)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11): 1.8%(5)
	14.	Type of Reporting Person (See Instructions): 00

 

 

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

 

(5)Based on 137,982,075 shares of Common Stock outstanding as of May 15, 2019. 

 

CUSIP No.   399818103
	1.	Names of Reporting Person. Racing 123 LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Nevada

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power: 0
			8.	Shared Voting Power: 4,000,000(6)
			9.	Sole Dispositive Power: 0
			10.	Shared Dispositive Power: 4,000,000(6)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 4,000,000(6)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
	13.	Percent of Class Represented by Amount in Row (11): 2.9%(7)
	14.	Type of Reporting Person (See Instructions): OO

 

 

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

 

(6)Based on 137,982,075 shares of Common Stock outstanding as of May 15, 2019. 

 

CUSIP No.   399818103

 

Item 1.           Security and Issuer

 

This Amendment No. 1 to Schedule 13D (the “Amendment”) is being filed by Terry Kennedy to amend and supplement the Items specified below on Terry Kennedy’s Schedule 13D (the “Original Statement”) with respect 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 3.           Source and Amount of Funds or Other Consideration

 

The first paragraph of Item 3 of the Original Statement is amended and restated as follows:

 

Terry Kennedy is the record holder of 5,050,304 shares of Common Stock, and the direct beneficial owner of 7,546,375 shares of Common Stock, which are held in his name in a brokerage account at TD Ameritrade.  Of such shares, (i) 1,970,805 shares were issued to Mr. Kennedy on March 25, 2019 as compensation for his services as a consultant to the Issuer, (ii) 1,017,200 shares were issued to Mr. Kennedy on March 25, 2019 to settle certain liabilities owed by the Issuer valued at $67,000, (iii) 1,666,667 were purchased by Mr. Kennedy on April 12, 2019 in a private placement conducted by the Issuer for an aggregate purchase price of $100,000, and (iv) 2,062,299 shares were issued to Mr. Kennedy on March 15, 2019 as compensation for his services as a consultant to the Issuer.

 

Item 5.           Interest in Securities of the Issuer

 

Item 5(a) of the Original Statement is amended and restated as follows:

 

(a)Terry Kennedy is the beneficial holder of 19,096,679 shares of Common Stock of the Issuer, representing approximately 13.8% of the outstanding Common Stock of the Issuer.  He is the record holder of 5,050,304 shares and the direct beneficial owner of 7,546,375 shares which are held in his name in a brokerage account at TD Ameritrade.  The shares held at TD Ameritrade represents approximately 5.5% of the outstanding Common Stock of the Issuer. Mr. Kennedy has sole voting and dispositive power of all shares held in his name, including the shares held at TD Ameritrade, and has shared voting and dispositive power over the shares held by Off the Wall and Racing 123. 

 

Off the Wall is the record holder of 2,500,000 shares of Common Stock of the Issuer, representing approximately 1.8% of the outstanding Common Stock of the Issuer.  Mr. Kennedy is the Manager of Off the Wall, owns 50% of the membership interests of Off the Wall and is an indirect beneficial owner of the shares held of record by Off the Wall.

 

Racing 123 is the record holder of 4,000,000 shares of Common Stock of the Issuer, representing approximately 2.9% of the outstanding Common Stock of the Issuer.  Mr. Kennedy is the Manager of Racing 123, owns 50% of the membership interests of Racing 123 and is an indirect beneficial owner of the shares held of record by Racing 123.

 

In the aggregate, the Reporting Persons acting as a group for purposes of Regulation 13D, as described in Item 6, beneficially own, as of May 15, 2019, 13.8% of the outstanding shares of Common Stock of the Issuer.

 

All of the percentages of beneficial ownership of the Reporting Persons set forth in this Schedule 13D are based on 137,982,075 shares of issued and outstanding Common Stock of the Issuer as of May 15, 2019, as reported on the Issuer’s Form 10-Q filed May 14, 2019 and after giving effect to the issuances by the Issuer on May 15, 2019 as reported on the Issuer’s Current Report on Form 8-K filed May 20, 2019.

 

Item 5(c) of the Original Statement is amended and restated as follows:

(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: 

·1,970,805 shares of Common Stock were issued to Terry Kennedy on March 25, 2019 as compensation for his services as a consultant to the Issuer; 

·1,017,200 shares of Common Stock were issued to Terry Kennedy on March 25, 2019 to settle certain liabilities owed by the Issuer to Mr. Kennedy;  

·1,666,667 shares of Common Stock were purchased by Terry Kennedy in a private placement conducted by the Issuer on April 12, 2019; and 

·2,062,299 shares of Common Stock were issued to Terry Kennedy on May 15, 2019 as compensation for his services as a consultant to the Issuer. 

Item 5(d) is amended and restated as follows:

(d) No person other than Terry Kennedy, Off the Wall, or Racing 123 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 19,096,679 shares of the Common Stock of the Issuer reported hereby.   

 

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

 

[signature page follows]

 

 

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.

 

				DATE:	May 20, 2019
					/s/ Terry Kennedy
					Terry Kennedy
					OFF THE WALL LLC
				By:	/s/ Terry Kennedy
				Name:	Terry Kennedy
				Title:	Manager
					RACING 123 LLC
				By:	/s/ Terry Kennedy
				Name:	Terry Kennedy
				Title:	Manager