Washington, D. C. 20549



Pursuant to Section 13 Or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2019

Grow Capital, Inc.

(Exact name of Registrant as specified in its charter)





(State or other Jurisdiction of Incorporation or organization)

(Commission File Number)

(IRS Employer I.D. No.)


2485 Village View Drive, Suite 180
Henderson, NV 89074
Phone: (702) 830-7919  
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

Soliciting material pursuant to Rule l 4a- l 2 under the Exchange Act ( 17 CFR 240. l 4a- l 2) 

Pre-commencement communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b)) 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c)) 

Item 8.01. Other Events.

On May 15, 2019, Grow Capital, Inc. (the “Company”) issued a press release formally announcing the addition of Terry Kennedy as a consultant.  Mr. Kennedy, a beneficial owner of more than 10% of the Company’s common stock, began consulting with the Company in July 2018 pursuant to a consulting agreement effective July 1, 2018.  A copy of the consulting agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.



Consulting Agreement, effective July 1, 2018, by and between the Company and Terry Kennedy


Press Release of Grow Capital, Inc., dated May 15, 2019


Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Grow Capital, Inc.




By: /s/ Jonathan Bonnette

Jonathan Bonnette
Chief Executive Officer

Dated: May 15, 2019

2485 Village View Drive, Suite 180
Henderson, NV 89074
(702) 533-7047

July 1, 2018

Jonathan Bonnette, President
Grow Condos, Inc.

Re: Fee Agreement

Set forth below are the terms and conditions regarding compensation for services to be provided during calendar year 2018, and the fee arrangement for services to be provided by my firm to Grow Condos, Inc., its subsidiaries and affiliates (collectively "GRWC") for periods after June 30, 2018, along with our agreement regarding payment of fees for those services. The effective date of this agreement is and shall be July 1, 2018.


It is acknowledged, both by GRWC and by Terry Kennedy, that there are no amounts that GRWC currently owes Terry Kennedy for any period prior to July 1, 2018 and that in consideration of this agreement and for other good and valuable consideration, Terry Kennedy hereby waives any claim or cause of action, whether in equity or at law, he has or may have against GRWC for fees for services provided prior to July 1, 2018.


For the twelve months beginning July 1, 2018, GRWC hereby agrees to pay Terry Kennedy ("Kennedy") a fixed fee of One Hundred Thousand Dollars ($100,000) for the services of Kennedy in providing outside business consulting services. It is also understood and agreed that Mr. Kennedy is providing and intends to continue to provide services to other clients of his firm or to otherwise be individually employed by another entity or entities and that Mr. Kennedy shall devote only so much time and effort as is reasonably necessary to meet the needs of GRWC within his other time constraints.

The basic free arrangement noted above of $100,000 shall be paid through Stock Based Compensation, in which $50,000 shall be valued at $.10 per share, and equaling Five Hundred Thousand (500,000) shares of Grow Condos, Inc. restricted "144" common stock. The shares are to be issued within 10 days of executing this agreement and vest immediately upon issuance. The remainder $50,000 shall be paid through Stock Based Compensation of Grow Condos, Inc. restricted "144" common stock that fully vests after 180 days from the effective date of this agreement, and at which date the shares to be issued shall equal to $50,000 and shall be valued based on the average of the 3 lowest closing share market prices over the previous 10 market trading days at an applied discount of 35% to that calculated average closing share market price. Any such shares of Stock under this basic fee arrangement will be issued to Terry Kennedy, or, upon request, his designee.


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Because of the nature of the services to be provided is in the nature of a fee retainer arrangement, it is understood and agreed that no detailed billing statements with respect to the fixed monthly fee are required nor will they be provided and Mr. Kennedy and other firm personnel shall have no obligation and shall not be required to account for their time. The firm will not provide GRWC a monthly invoice for the monthly fixed fee.

The above stated fees do not include expenses and GRWC agrees to timely pay any authorized expenses separately billed to GRWC. GRWC further agrees that Mr. Kennedy or the firm may also utilize other employees or subcontractors to perform services for GRWC or in support of matters assigned by you to the firm, all subject to the time limitations set forth above. To the extent a matter requires or may require the expertise of a business services other than what Mr. Kennedy or other firm personnel can provide, GRWC agrees to separately engage and pay for such business services and expenses, and Mr. Kennedy will provide business oversight of said services within the parameters of this Fee Agreement and all as directed by you.

Charges for expenses may and shall include, but not be limited to, expenditures for office expenses, travel, business meals, mileage, and other expenses incurred by us in the proper performance of consulting services for you.


With regard to any matter that GRWC may wish to refer to the firm that is within the capability and expertise of Mr. Kennedy or other firm personnel to perform, Mr. Kennedy and the firm will make himself/itself reasonably available on a priority/first call basis to respond to the needs of GRWC or to perform the tasks requested in regard to providing outside business consulting services, subject to the time limitations set forth above.

The firm will perform general business consulting services for GRWC and, in the case of specific matters identified by GRWC, only when reasonably requested to do so either by you or by other employees or agents of GRWC acting under your direction. The scope of our responsibility for each such matter will be specified by you; if no such specification is made, we will perform such services as we believe appropriate for the particular matter, in the circumstances of the request. We will not be responsible for any specific business management matters relating to GRWC unless they are covered by such a request.

If any of the above terms do not meet with your approval, please let me know immediately, and I will review them with you. If you agree with the foregoing, please sign the duplicate original of this letter and return it to me at your earliest convenience.

The term of this agreement shall be and is 12 months from the effective date of July 1, 2018, and may be terminated during such initial term for any cause by either party with thirty (30) days' official notice.



/s/ Terry Kennedy

Terry Kennedy


Acknowledged and Agreed:


Grow Condos, Inc.


By: /s/ Jonathan Bonnette

Jonathan Bonnette, President

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For Immediate Release Contact: Amanda Kennedy  

May 15, 2019 702-908-0018  




Grow Capital Formally Announces Award-Winning Financial Services CEO As Consultant

Thought leader consulting as company invests in Fintech niche

Henderson, NV - Grow Capital, Inc (OTCPK:GRWC) formally announces the addition of Terry Kennedy as a consultant to its team of thought partners. Mr. Kennedy began consulting with the Company in July of 2018.

Mr. Kennedy is the President and CEO of Appreciation Financial, a nationally recognized financial services company specializing in the partnering with municipalities and schools to educate public servants on their retirement options.

Kennedy’s company was named one of Inc 5000’s “Fastest Growing Companies” in 2018  and his company boasts an A+ rating with the better business bureau. As a community activist Kennedy enacted and runs a philanthropic arm called Appreciation Ambassadors that actively beautifies public schools in need of repair.

Kennedy’s achievements in the industry are reflected in the collection of awards including, 2019 American Business Awards Gold Stevie winner and being selected as a current finalist for the Ernst and Young Entrepreneur of the Year Award.

“Terry Kennedy is a trailblazer and visionary within the financial services industry. As the President and CEO of Appreciation Financial, he invested heavily in technology which contributed to unprecedented, continued growth,” said CEO Jonathan Bonnette. “His industry knowledge and first hand experience will be a huge asset as we look to provide industry solutions and for future acquisitions.”

“Terry Kennedy has vast experience in investing and strategic planning,” said chairman of the board James Olson. “In addition to his first-hand experience in our niche to help guide decision making, Kennedy is key to guiding us to potential investments to meet our goals.”

This addition comes just after GRWC announced moving to first class office space, the launch of a new URL and website at www.growcapitalinc.com [growcapitalinc.com] and updated logo and branding for the company.

Kennedy joins recently appointed board chair and fintech industry veteran James Olson and  respected accountant Trevor Hall,  CFO as new talent added to the GRWC team.

To interview our leadership or consultants please contact Amanda Kennedy 702-908-0018.


Forward Looking Statements Disclaimer: This release may contain statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Grow Capital Investments ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such forward -looking statements include the words ”becoming”, “grow” “increase” and other expressions of a forward-looking nature. More information about the potential factors that could affect the business and financial results is and will be included in Grow Capital Investments filings with the OTC Markets, Securities and Exchange Commission and/or posted on the company's website.