SEC Info - Grow Capital, Inc. - ‘10-KT’ for 6/30/14

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Grow Capital, Inc. – ‘10-KT’ for 6/30/14

On: Wednesday, 10/15/14, at 12:42pm ET · For: 6/30/14 · Accession #: 939798-14-88 · File #: 0-53548

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/15/14  Grow Capital, Inc.                10-KT       6/30/14   59:3.2M                                   Henrie Gary R/FA

Annual-Transition Report — Form 10-K — Rule 13a-10 / 15d-10
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-KT       Grwc 10K Amendment 1                                HTML     46K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 3: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
 4: EX-32       Certification -- §906 - SOA'02                      HTML     21K 
39: R1          Document and Entity Information                     HTML     52K 
28: R2          Consolidated Balance Sheet                          HTML     89K 
37: R3          Consolidated Balance Sheets (Parenthetical)         HTML     41K 
41: R4          Consolidated Statement of Operations                HTML     55K 
54: R5          Statement of Changes in Stockholders' Equity        HTML     53K 
31: R6          Consolidated Statement of Cash Flows                HTML    106K 
36: R7          Note 1 - Summary of Significant Accounting          HTML    108K 
                Policies                                                         
25: R8          Note 2 - Property and Equipment, Net                HTML     28K 
17: R9          Note 3 - Concentrations of Risk                     HTML     25K 
55: R10         Note 4 - Mortgages Payable                          HTML     35K 
43: R11         Note 5 - Income Taxes                               HTML     58K 
42: R12         Note 6 - Commitments and Contingencies              HTML     33K 
47: R13         Note 7 - Stockholders' Equity                       HTML     86K 
48: R14         Note 8 - Related Party Transactions                 HTML     25K 
46: R15         Note 9 - Subsequent Events                          HTML     22K 
49: R16         Note 1 - Summary of Significant Accounting          HTML    160K 
                Policies (Policies)                                              
38: R17         Note 1 - Summary of Significant Accounting          HTML     44K 
                Policies (Tables)                                                
40: R18         Note 2 - Property and Equipment, Net (Tables)       HTML     26K 
45: R19         Note 4 - Mortgages Payable (Tables)                 HTML     35K 
59: R20         Note 5 - Income Taxes (Tables)                      HTML     57K 
51: R21         Note 6 - Commitments and Contingencies (Tables)     HTML     25K 
33: R22         Note 7 - Stockholders' Equity (Tables)              HTML     72K 
44: R23         Note 1 - Summary of Significant Accounting          HTML     24K 
                Policies: Organization and Operations (Details)                  
35: R24         Note 1 - Summary of Significant Accounting          HTML     22K 
                Policies: Investment in and Valuation of Real                    
                Estate Assets (Details)                                          
14: R25         Note 1 - Summary of Significant Accounting          HTML     22K 
                Policies: Capitalized Interest (Details)                         
52: R26         Note 1 - Summary of Significant Accounting          HTML     21K 
                Policies: Revenue Recognition (Details)                          
56: R27         Note 1 - Summary of Significant Accounting          HTML     31K 
                Policies: Revenue Recognition: Schedule of Future                
                Minimum Rental Payments for Operating Leases                     
                (Details)                                                        
21: R28         Note 1 - Summary of Significant Accounting          HTML     43K 
                Policies: Business Combinations: Schedule of                     
                Consideration Paid for Reverse Acquisition of WCS                
                (Details)                                                        
20: R29         Note 1 - Summary of Significant Accounting          HTML     23K 
                Policies: Impairment of Long-lived Assets                        
                (Details)                                                        
23: R30         Note 1 - Summary of Significant Accounting          HTML     37K 
                Policies: Schedule of Antidilutive Securities                    
                Excluded from Computation of Earnings Per Share                  
                (Details)                                                        
24: R31         Note 1 - Summary of Significant Accounting          HTML     25K 
                Policies (Details)                                               
26: R32         Note 1 - Summary of Significant Accounting          HTML     22K 
                Policies: Going Concern (Details)                                
13: R33         Note 2 - Property and Equipment, Net: Property and  HTML     34K 
                Improvements (Details)                                           
50: R34         Note 2 - Property and Equipment, Net (Details)      HTML     21K 
32: R35         Note 4 - Mortgages Payable: Schedule Of Mortgages   HTML     35K 
                Payable (Details)                                                
34: R36         Note 4 - Mortgages Payable: Schedule of Maturities  HTML     35K 
                of Long-term Debt (Details)                                      
16: R37         Note 5 - Income Taxes: Schedule of Deferred Tax     HTML     27K 
                Assets (Details)                                                 
58: R38         Note 5 - Income Taxes: Summary of Operating Loss    HTML     42K 
                Carryforwards (Details)                                          
11: R39         Note 5 - Income Taxes: Schedule of Effective        HTML     34K 
                Income Tax Rate Reconciliation (Details)                         
27: R40         Note 6 - Commitments and Contingencies (Details)    HTML     21K 
53: R41         Note 6 - Commitments and Contingencies: Schedule    HTML     26K 
                of Obligation if Purchaser Defaults on Terms of                  
                Lease (Details)                                                  
15: R42         Note 7 - Stockholders' Equity (Details)             HTML     67K 
19: R43         Note 7 - Stockholders' Equity: Schedule of          HTML     51K 
                Share-based Compensation, Warrants, Activity                     
                (Details)                                                        
22: R44         Note 7 - Stockholders' Equity: Schedule of          HTML     57K 
                Share-based Compensation, Stock Options, Activity                
                (Details)                                                        
29: R45         Note 9 - Subsequent Events (Details)                HTML     26K 
57: XML         IDEA XML File -- Filing Summary                      XML     89K 
12: EXCEL       IDEA Workbook of Financial Reports                  XLSX     90K 
18: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    514K 
 5: EX-101.INS  XBRL Instance -- calb-20140630                       XML    685K 
 7: EX-101.CAL  XBRL Taxomonyh Extension Calculation Linkbase --     XML     89K 
                calb-20140630_cal                                                
 8: EX-101.DEF  XBRL Taxomonyh Extension Definition Linkbase --      XML    219K 
                calb-20140630_def                                                
 9: EX-101.LAB  XBRL Taxomonyh Extension Label Linkbase --           XML    568K 
                calb-20140630_lab                                                
10: EX-101.PRE  XBRL Taxomonyh Extension Presentation Linkbase --    XML    477K 
                calb-20140630_pre                                                
 6: EX-101.SCH  XBRL Schema -- calb-20140630                         XSD    102K 
30: ZIP         XBRL Zipped Folder -- 0000939798-14-000088-xbrl      Zip     80K

‘10-KT’ — Grwc 10K Amendment 1

This is an HTML Document rendered as filed. [ Alternative Formats ]

C: C: C:

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended:

[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from January 1, 2014, to June 30, 2014

Commission File Number: 000-53548

GROW CONDOS, INC.

(Exact name of registrant as specified in its charter)

Nevada	86-0970023
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

722 W. Dutton Road

Eagle Point, OR 97524

(Address of principal executive offices)

541-879-0504

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(1) Yes [X] No [ ] (2) Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:


Large accelerated filer [ ]	Accelerated filed [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second quarter.

The market value of the voting and non-voting common stock is $9,998,261, based on 20,404,614 shares held by non-affiliates. The shares were valued at $0.49 per share, that being the closing price on June 30, 2014, the last business day of the registrant’s transition period.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Not applicable.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of October 14, 2014, the registrant had 41,568,494 shares of common stock outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Transition Report of Grow Condos, Inc. (the “Company”) on Form 10-K for the transition period ended June 30, 2014, filed with the Securities and Exchange Commission on October 14, 2014 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

IN ACCORDANCE WITH THE TEMPORARY HARDSHIP EXEMPTION PROVIDED BY RULE 201 OF REGULATION S-T, THE DATE BY WHICH THE INTERACTIVE DATA FILE IS REQUIRED TO BE SUBMITTED HAS BEEN EXTENDED BY SIX BUSINESS DAYS.

Other than the aforementioned, no other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 15: EXHIBITS .

(a)(3) Exhibits. The following exhibits are filed as part of this Transition Report Amendment:

Exhibits

Exhibit Number	Description (1)
3.1	Articles of Incorporation (2)
3.2	By-laws (2)
14	Code of Conduct (2)
31.1	302 Certification of Wayne A. Zallen
31.2	302 Certification of Joann Z. Cleckner
32	906 Certification
99	NASDAQ Rule 4200(a)(15) (3)
101 INS	XBRL Instance Document*
101 PRE	XBRL Taxonomy Extension Presentation Linkbase Document*
101 LAB	XBRL Taxonomy Extension Label Linkbase Document*
101 DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101 CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101 SCH	XBRL Taxonomy Extension Schema Document*

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Summaries of all exhibits contained within this Report are modified in their entirety by reference to these exhibits.

(2) Filed as an exhibit to the Company's registration statement on Form 10 filed with the Commission, SEC file no. 000-53548.

(3) Filed as an exhibit to the Company’s transition report on Form 10K filed with the Commission on October 14, 2014.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GROW CONDOS, INC.

Date:	October 14, 2014		By:	/s/*Wayne A. Zallen*
				Wayne A. Zallen, President and CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

GROW CONDOS, INC.

Date:	October 14, 2014	By:	/s/ *Wayne A. Zallen*
			Wayne A. Zallen, President and CEO

Date:	October 14, 2014	By:	/s/*Joann Z. Cleckner*
			Joann Z. Cleckner, Secretary, Treasurer and CFO

Date:	October 14, 2014	By:	/s/ *Jeff W. Holmes*
			Jeff W. Holmes, Director

Date:	October 14, 2014		/s/ *Carl S. Sanko*
			Carl S. Sanko, Director

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-KT’ Filing	Date	Other Filings

Filed on:	10/15/14	8-K
	10/14/14	10-K
For Period end:	6/30/14	10-K, 8-K, NT 10-K
	1/1/14
		List all Filings

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Filing Submission 0000939798-14-000088 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Grow Capital, Inc. – ‘10-KT’ for 6/30/14

On: Wednesday, 10/15/14, at 12:42pm ET · For: 6/30/14 · Accession #: 939798-14-88 · File #: 0-53548

Annual-Transition Report — Form 10-K — Rule 13a-10 / 15d-10Filing Table of Contents

‘10-KT’ — Grwc 10K Amendment 1

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Annual-Transition Report — Form 10-K — Rule 13a-10 / 15d-10
Filing Table of Contents