Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).

~~Non-accelerated filter (Do not check if a smaller reporting company) Smaller reporting company~~Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

This report contains forward-looking statements that involve a number of risks and uncertainties. Although our forward-looking statements reflect the good faith judgment of our management, these statements can be based only on facts and factors of which we are currently aware. Consequently, forward-looking statements are inherently subject to risks and uncertainties. Actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements.

Forward-looking statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative of these terms or other similar expressions. These statements include, but are not limited to, statements under the captions “Risk Factors,” “Management’s Discussion and Analysis or Plan of Operation” and “Description of Business,” as well as other sections in this report. Such forward-looking statements are based on our management’s current plans and expectations and are subject to risks, uncertainties and changes in plans that may cause actual results to differ materially from those anticipated in the forward-looking statements. You should be aware that, as a result of any of these factors materializing, the trading price of our common stock may decline. These factors include, but are not limited to, the following:

The cautionary statements made in this annual report are intended to be applicable to all related forward-looking statements wherever they may appear in this report.

We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.

We are a ~~provider~~global Technology Company focusing on producing cutting edge technology for the agriculture markets for home, Commercial and medical use. We produce automated plant growing devices managed and controlled by an artificial intelligent algorithm, allowing consumers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce year-round. Seedo delivers the future of ~~corporate governance, risk management, compliance~~automated plant growing technologies, for home, commercial, and ~~regulatory reporting (“GRCR”) solutions~~medical use. Seedo enables a growth - pesticide free, with self-regulating climate control capabilities - allowing users to grow simply, from seed to harvest.

As of September 30, 2018, the Company had 24 employees, 18 of whom were employed in research and development, 3 of them employed in our Sales and marketing department and 3 employed in General and administration. These employees are all located in Israel. Two of the employees are also share holders of the Company and Directors of the fully owned subsidiary “Eroll Grow Tech Ltd”, Mr. Micha Maman is the CTO of the Company and Mr. Uri Zeevi is the CMO of the Company. Though not an employee, the Company is receiving managerial services from Mr. Zohar Levi, its CEO and Director.

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

None

~~We do not own any real estate or other properties.~~The Company owns production line and molds located in our manufacturing subcontractors and suppliers’ sites for producing our products.

On October 2^nd, 2017, the Company executed a two- and one-half-year lease agreement for its offices in Yokneam, Israel and pays rent on a monthly basis. The Company currently has leasing agreement for 9 cars. Each agreement is for 36 months and is being paid on a monthly basis.

The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

~~None~~Not applicable.

~~There~~We have one class of securities, Common Voting Equity Shares ("Common Stock"). The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors and are entitled to share pro-rata in all of our available assets for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs.

Our common stock is ~~presently no established public trading market~~quoted on the NASDAQ OTC Bulletin Board (“OTCBB”) under the symbol "SEDO". As of September 30, 2018, the Company’s common stock was held by 50 shareholders of record, which does not include shares that are held in street or nominee name.

The closing share prices presented below represent prices between broker-dealers and do not include retail mark-ups and mark-downs or any commission to the dealer.

Our shares of common stock are issued in registered form. The registrar and transfer agent for our shares of common ~~stock.~~stock is Worldwide Stock Transfer LLC; 1 University Plaza, Suite 505, Hackensack, NJ 07601

~~Holders of Our Common Stock~~

~~As of~~On September 30, 2018, the ~~date of filing we had 32 shareholders~~shareholders' list of our shares of common ~~stock.~~

~~Stock Option Grants~~

~~To date, we have not granted any~~ stock ~~options.~~

~~Transfer Agent and Registrar~~

~~As of the date of filing we do not have a transfer agent.~~

~~Dividends~~

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growthshowed 50 registered holders of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

~~Recent Sales of Unregistered Securities~~

On October 13, 2016 the Company closed out its public offering. The company raised $36,900 and issued 369,000 shares at a price of $0.10. As part of the closing the Company deregistered 2,131,000 shares.

~~Stock-Based Compensation~~

~~On December 23, 2015, the Board of Directors approved an agreement with legal counsel for the Company which included; the issuance of 347,500~~ shares of common stock and 15,000,000 shares of common stock outstanding. The number of record holders was determined from the ~~total payment~~records of ~~$15,000~~our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

On December 31^st, 2018, the shareholders' list of our shares of common stock showed 56 registered holders of our shares of common stock and 16,250,148 shares of common stock outstanding. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Our board of directors may declare and pay dividends on outstanding shares of common stock out of funds legally available there for in our sole discretion; however, to ~~counsel~~date no dividends have been declared or paid on common stock.

Delaware Corporation Law allows for ~~services rendered through~~ the ~~date~~indemnification of officers, directors, and any corporate agents in terms sufficiently broad to indemnify such persons under certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the ~~Company’s S-1 filing is declared effective. For the year ended September 30, 2016~~1933 Act. The Bylaws of the Company ~~recorded $3,475~~provide that the Company will indemnify its directors and officers to the fullest extent authorized or permitted by law and such right to indemnification will continue as to a person who has ceased to be a director or officer of the Company and will inure to the benefit of his or her heirs, executors and Consultants; provided, however, that, except for proceedings to enforce rights to indemnification, the Company will not be obligated to indemnify any director or officer in ~~stock-based compensation.~~connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred will include the right to be paid by the Company the expenses (including attorney’s fees) incurred in defending any such proceeding in advance of its final disposition.

The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company similar to those conferred to directors and officers of the Company. The rights to indemnification and to the advancement of expenses are subject to the requirements of the 1940 Act to the extent applicable.

Furthermore, the Company may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Company or another company against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

On November 29^th, 2018, pursuant to a subscription agreement the Company issued 51,570 common shares to a Subscriber for $67,200.

Our shares must comply with the Penny Stock Reform Act of 1990, which may potentially decrease our shareholders’ ability to easily transfer their shares. Broker-dealer practices in connection with transactions in "penny stocks" are regulated. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that must comply with the penny stock rules. Since our shares must comply with such penny stock rules, our shareholders will in all likelihood find it more difficult to sell their securities.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS ANNUAL REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS ANNUAL REPORT.

Certain statements made in this report may constitute “forward-looking statements on our current expectations and projections about future events”. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.

We are also a smaller reporting company as defined in Rule 12b-2 of the Exchange Act. As a smaller reporting company, we are not required to provide selected financial data pursuant to Item 301 of Regulation S-K, nor are we required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002. We are also permitted to provide certain modified executive compensation disclosure under Item 402 of Regulation S-K.

This form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include by are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

SEEDO CORP. (f/k/a GRCR Partners Inc.) (the “Company”, “Our” or “We”), was formed on January 16, 2015, isunder the laws of the State of Delaware. Prior to September 14^th, 2018, we were solely a provider of risk management and asset protection (“RAP”) services for businesses, individuals and families.

On September 14^th, 2018, (“the Company”) executed an Acquisition and Share Exchange Agreement with Eroll Grow Tech Ltd., an Israeli Corporation that was formed on May 18th 2015 under the laws of the state of Israel. Immediately following the transaction, Eroll Grow Tech Ltd. shareholders held approximately 87.4% of the outstanding Ordinary stock of the Company in exchange of 1,137 Ordinary shares of Eroll Grow Tech Ltd on a fully diluted basis, while the pre-merger Company shareholders retained the remaining approximate 12.6%.

Following the Transaction, GRCR Partners Inc. issued an aggregate of 12,073,500 shares of GRCR Partners Inc. common stock, par value $0.0001 per share (the “Common Stock”) Each of the holders of the pre-acquisition issued and outstanding Ordinary shares of Eroll Grow Tech Ltd. received their pro-rata allotment of these shares according to their then current shareholding in the Eroll Grow Tech Ltd. so the total shares of the Company ended up with 15,000,000 shares. As a result of the Transaction, Private Eroll Grow Tech Ltd. became a wholly-owned subsidiary of GRCR Partners Inc.

While GRCR Partners Inc. was the legal acquirer in the transaction, Private Eroll Grow Tech Ltd. was deemed the accounting acquirer.

On September 17th, 2018, the Board of Directors adopted an Amendment to its Articles, changing the name of the Corporation to SEEDO CORP. The State of Delaware effectuated said change on September 21st, 2018; and on November 5th, 2018, FINRA granted effectiveness for said change and the new ticker Symbol “SEDO”. Post-Acquisition, SEEDO CORP has changed its main business focus to Eroll’s business activities while continuing with some RAP activities.

We are a global Technology Company focusing on producing cutting edge technology for the Agro-tech markets for home, Commercial and medical use. We produce automated plant growing devices managed and controlled by an artificial intelligent algorithm, allowing customers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce year-round. Seedo delivers the future of automated plant growing technologies today. Our technology affords for pesticide free, soil free in a self-regulating climate - allowing anyone to grow simply, from seed to harvest.

We will require additional financing to implement our business plan, which may include joint venture projects and debt or equity financings. The nature of this enterprise and constraint of positive cash flow places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable profits and losses can be demonstrated. Therefore, any debt financing of our activities may be costly and result in substantial dilution to our stockholders.

Future financing through equity investments is likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other derivative securities, which may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and financing, including investment banking fees, legal fees, accounting fees, and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.

Our ability to obtain needed financing may be impaired by such factors as the capital markets, both generally and specifically in the Agro-tech industry, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, even to the extent that we reduce our operations accordingly, we may be required to cease operations.

There is no assurance that we will be able to obtain financing on terms satisfactory to us, or at all. We do not have any arrangements in place for any future financing. If we are unable to secure additional funding, we may cease or suspend operations. We have no plans, arrangements or contingencies in place in the event that we cease operations.

Our company is now delivering tomorrow’s advanced technologies for automatic plant growing today. Zero dependency on climactic conditions or need of pesticides. Seedo has developed and produced automated plant growing device managed and controlled by an artificial intelligent algorithm, monitored by your own smart phone Application, allowing consumers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce year-round. Our product is suitable for both personal and commercial use.

As of September, 2018, the Company received more than 3,000 units ordered in a pre-order campaign. We believe that following the delivery of the pre-order units combined with a marketing campaign and our community strength, the Company will be able to Sale and deliver thousands of its home cultivator devises world-wide.

The Home cultivator opportunity

We target the world-wide population which wants to grow their own herbs and vegetables pesticide free, with self-regulating climate control capabilities - allowing each to grow its own, from seed to harvest. Our cutting-edge technology addresses Cannabis customers market for Adults and Medical needs as well as any other need.

We believe that the following advantages afford the Company a unique market penetration opportunity:

Automated home growing device.

Simplifying the seed to harvest process with seamless technology

Growth cycle operated and monitored by Mobile App

Self-regulating climate control system

No prior knowledge needed

Simple installment – water, electricity and Wi-Fi

100% Pesticide Free

9

During 2019 the Company is expected to finish its research and development efforts in order to present the markets with its new herbs and vegetables commercial container. Our technology will enable Industrial farmers full control and automation of all plant feeding and environmental parameters, better unified standardized yields suitable for medical pharma industry in a hermetically sealed system - full isolation, with no need for pesticides at all. This affords dramatic space savings as well as water consumption and Human resources.

We believe that our Industrial Commercial container technology advantages will provide several immediate solutions for farmers’ current challenges and experiences. We are targeting this product for any herb and/or vegetables growth including but not limited to medical cannabis. We are planning to build and execute Turn Key projects of Container farms for and on behalf of our customers.

Operating Expenses

R&D Expenses for the ~~period from inception (January 16, 2015) to September 30, 2015~~

~~Revenues and Cost of Revenues~~

~~Total revenue for the year~~years ended September 30, ~~2016~~2018 and 2017, was $2,007 versus $532, respectively from the main activity of the Company. This was primarily due to increased R&D efforts for progressing the Home Cultivator from a prototype version into a mass production ready status, which resulted mainly due to increased HC costs of $1,317 and increase R&D material costs of $158.

Total marketing expenses for the ~~period from inception (January 16, 2015) to September 30, 2015, was $137,522 versus $110,175, respectively. Revenues are from professional services.~~

~~Cost of revenue for the year~~years ended September 30, ~~2016~~2018 and 2017, was $815 versus $187, respectively. This was primarily due to increased marketing campaign efforts, which resulted mainly due to increased HC costs of $251 and increase Marketing material costs and other of $377.

Total General and Administrative expenses for the ~~period from inception (January 16, 2015) to~~years ended September 30, ~~2015,~~2018 and 2017, was ~~$89,570~~$2,127 versus ~~$57,207,~~$330, respectively. ~~Cost~~This was primarily due to increased HC costs of ~~revenue~~$281, increased expenses for external advisors and professional services mainly due to the Eroll Grow Tech acquisition process and money raising activities of $948, increase expenses for office rent of $138 and office related expenses and other $430.

Operating expenses included ~~payment to third party independent contractors plus $8,870~~expenses of $156 and ~~$4,650 paid~~$180 to a related party for the ~~year~~years ended September 30, ~~2016~~2018 and ~~for the period from inception (January 16, 2015) to September 30, 2015,~~2017, respectively. Gross margins decreased from 48.1% to 34.9% for the period from inception (January 15, 2015) to September 30, 2015 versus the year ended September 30, 2016, respectively. The decrease was the extra use of third party independent contractors,

~~Operating Expenses~~

Total operating expenses for the year ended September 30, 2016 and for the period from inception (January 16, 2015) to September 30, 2015, was $123,142 versus $32,971, respectively. The increase was primarily due to increase professional services fees and included depreciation expense of $1,676 and $1,257 for the year ended September 30, 2016 and for the period from inception (January 16, 2015) to September 30, 2015, respectively. The Company also recorded $3,475 in stock-based compensation for the year ended September 30, 2016. Operating expenses included payments of $4,200 and $0 to a related party for the year ended September 30, 2016 and for the period from inception (January 16, 2015) to September 30, 2015, respectively.

Liquidity and Capital Resources

~~As of September 30, 2016~~Overview

Since inception on ~~September 30, 2016,~~January 16, 2015, the Company had a cumulative ~~net loss~~deficit of ~~$55,513~~$6,814 and we have a working capital deficit of ~~$1,475 at~~$4,624 as of September 30, ~~2016. While we have a limited operating history, currently as mentioned above, we are generating revenue, however, our~~2018. Our future growth inis dependent upon achieving ~~sales growth,~~further purchase orders and execution, management of operating expenses and ability of the Company to obtain the necessary financing to fund future obligations, and upon profitable operations.

Historically, we have financed our cash flow and operations from the initial contribution of our majority shareholder and ~~cash flow from operations. On January 16, 2015, we issued 17,000,000 shares to our majority shareholder~~by raising strait equity and ~~director for a total equity investment~~convertible loans. Since incorporation and as of ~~$15,000.~~

~~Since our inception (January 16, 2015) through~~ September 30, 2016 ~~we have generated total revenues~~Eroll Grow Tech Ltd. has raised approximately $267 and for the years ended September 30, 2017 and 2018 the Company raised $1,029 and $2,337 respectively.

Following the acquisition of ~~$247,697.~~ Eroll Grow Tech Ltd., the company issued 12,073,500 shares to Eroll Grow Tech Ltd. Immediately thereafter, Eroll Grow Tech Ltd. divided its certificate up pro-rata to the Eroll Grow Tech Shareholders of record.

As of September 30, ~~2016,~~2018, our cash balance was ~~$13,973.~~$472 We believe we will require a minimum of ~~$50,000~~$6,000,000 in additional cash from our working capital over the next 12 months to pay for the ~~remainder~~Company growth planning, Cost of sales, cover our ~~total offering~~operations costs and maintain our regulatory reporting and ~~filings and cover our operations costs.~~filings. Should our revenues not increase as expected and if our costs and expenses prove to be greater than we currently anticipate, or should we change our current business plan in a manner that will increase or accelerate our anticipated costs and expenses, the ~~depletion~~need for further money raising on top of the expected money raising and our working capital would be accelerated. In the event that our revenues from operations are insufficient to meet our working capital needs, our major shareholder, Sean Conrad. has indicated that he may be willing to provide funds required to maintain the reporting status in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes if the Company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.

As a matter of practice, we don’t intend to hire our independent consultants. Consultants will be engaged as independent contractors and will be paid on either a fixed or hourly basis per engagement as clients are retained. We believe this approach will allow us to keep our fixed operating costs low.adjusted accordingly.

Consistent with Section 144 of the Delaware General Corporation Law, it is our current policy that all transactions between usthe company and our officers, directors and their affiliates will be entered into only if such transactions are approved by a majority of the ~~disinterested~~existing directors, are approved by vote of the stockholders, or are fair to us as a corporation as ~~of the time it is us at is authorized,~~ approved or ratified by the ~~board.~~board or authorized officer. We will conduct an appropriate review of all related party transactions on an ongoing basis, and, where appropriate, we ~~will utilize our audit committee for~~review the ~~review~~potential of ~~potential~~ conflicts of interest.

~~Off-balance sheet arrangements~~Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets. We had no outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Recently Issued Accounting Pronouncements

For information with respect to recent accounting pronouncements, see Note 2 to the audited consolidated financial statements of SEEDO CORP. included elsewhere in this Form 10-K

11

Critical Accounting Policies

Our discussion and analysis of the financial condition and results of operations are based upon the Company’s financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical accounting policies. Certain of these critical accounting policies affect working capital account balances, including the policies for revenue recognition, allowance for doubtful accounts ~~inventory reserves~~ and income taxes. These policies require that we make estimates in the preparation of our financial statements as of a given date.

Within the context of these critical accounting policies, we are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

Revenue Recognition

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, "Revenue from Contracts with customers"' new guidance that affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards. The ~~Company derives its~~new guidance will supersede the revenue ~~from~~recognition requirements in the ~~sale~~current revenue recognition guidance, and most industry- specific guidance. In addition, the existing requirements for the recognition of ~~compliance, legal, risk management~~a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer are amended to be consistent with the guidance on recognition and ~~management~~measurement in this update. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the FASB defines a five-step process which includes the following: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and ~~public~~(5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance permits two methods of adoption: the full retrospective method, in which case the standard would be applied to each prior reporting ~~consulting services. The Company utilizes written contracts as~~period presented and the ~~means to establish~~cumulative effect of applying the ~~terms and condition services are sold to customers.~~standard would be recognized at the earliest period shown, or the modified. Retrospective transition method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application.

~~Consulting Services~~ASU 2014-09, as amended, is effective for annual reporting periods beginning after December 15, 2017. Since the Company's inception until September 30, 2017 the Company did not recognize any revenues, the Company will evaluate the impact of this ASU on its consolidated financial statements and related disclosures

~~Because the Company provides its applications as services, it follows the provisions of Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104,~~ ~~Revenue Recognition.~~ ~~The Company recognizes revenue when all of the following conditions are met:~~

●	~~there is persuasive evidence of an arrangement;~~
●	~~the service has been provided to the customer;~~
●	~~the collection of the fees is reasonably assured; and~~
●	~~the amount of fees to be paid by the customer is fixed or determinable.~~

~~The Company recognizes revenue as services are performed or monthly based upon contract terms. Contracts may either be for a specific project or a monthly recurring fee.~~

~~Off-Balance Sheet Arrangements~~

We had no outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 8. Financial Statements and Supplementary ~~Data~~.Data.

SEEDO CORP.

CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2018

12

SEEDO CORP.

~~GRCR PARTNERS INC~~

CONSOLIDATED FINANCIAL STATEMENTS

~~FOR THE YEAR ENDED~~AS OF SEPTEMBER 30, ~~2016 AND INCEPTION (JANUARY 16, 2015) TO SEPTEMBER 30, 2015~~

2018

~~GRCR PARTNERS INC~~IN THOUSANDS OF U.S. DOLLARS

INDEX ~~TO FINANCIAL STATEMENTS~~

~~SEPTEMBER 30, 2016~~

	Page

Report of Independent Registered Public Accounting Firm		F-2

~~Financial Statements~~

Consolidated Balance Sheets ~~as of September 30, 2016 and 2015~~		F-3

Consolidated Statements of ~~Operations for the year ended September 30, 2016 and from inception (January 16, 2015) to September 30, 2015~~	Operations	F-4

Consolidated Statements of ~~Stockholders’ (Deficit) for the year ended September 30, 2016 and from inception (January 16, 2015) to September 30, 2015~~	Changes in Shareholders' Deficiency	F-5

Consolidated Statements of Cash Flows ~~for the year ended September 30, 2016 and from inception (January 16, 2015) to September 30, 2015~~		F-6

Notes to Consolidated Financial Statements	F-7 F-23

F - 1

Kost Forer Gabbay & Kasierer

2 Pal-Yam Blvd. Brosh Bldg.

Haifa 3309502, Israel

~~F-7~~

Tel: +972-4-8654000

Fax: +972-3-5633433

ey.com

REPORT OF INDEPENDENT REGISTERED ~~INDEPENDENT AUDITORS~~PUBLIC ACCOUNTING FIRM

To the Board of Directors and
~~Stockholders~~ Shareholders of ~~GRCR Partners, Inc.~~

SEEDO CORP.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~sheets of ~~GRCR Partners, Inc.~~Seedo Corp. (the "Company") as of September 30, ~~2016~~2018 and ~~2015,~~2017, and the related ~~statement~~consolidated statements of operations, ~~stockholders’ equity,~~changes in shareholders' deficiency and cash flows for each of the two years in the period ~~for the year~~ ended September 30, ~~2016~~2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ~~from January 16, 2015 (date of inception) through~~ended September 30, ~~2015. GRCR Partners, Inc.’s management is responsible~~2018, in conformity with U.S. generally accepted accounting principles.

The Company's Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1c to the financial statements, the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1c. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for ~~these~~Opinion

These financial ~~statements.~~statements are the responsibility of the Company's management. Our responsibility is to express an opinion on ~~these~~the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material ~~misstatement.~~misstatement, whether due to error or fraud. The ~~company~~Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. ~~Our audit included consideration~~As part of our audits we are required to obtain an understanding of internal control over financial reporting ~~as a basis for designing audit procedures that are appropriate in the circumstances,~~ but not for the purpose of expressing an opinion on the effectiveness of the ~~company’s~~Company's internal control over financial reporting. Accordingly, we express no such opinion. ~~An audit also includes~~

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the financial ~~statements, assessing~~statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial ~~statement presentation.~~statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global

We have served as the Company's auditor since 2017

Haifa, Israel
January 14, 2019

F - 2

SEEDO CORP.

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands, except share and per share data

			September 30,
	Note		2018			2017
ASSETS

CURRENT ASSETS:
Cash and cash equivalents			$	472		$	744
Restricted bank deposit				3			242
Other accounts receivable		3		1,217			363
Investment in Warrants				90			-
Inventory				122			-

Total current assets				1,904			1,349

Restricted bank deposit				56			-
Property and equipment, net		4		1,174			14

Total assets			$	3,134		$	1,363

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Short-term loan		8	$	69		$	-
Trade payables		5		710			44
Convertible loans		9		1,057			-
Loan from related parties				350			-
Advances from customers				3,208			1,263
Other accounts payable		6		1,134			424

Total current liabilities				6,528			1,731

COMMITMENTS AND CONTINGENT LIABILITIES		10

SHAREHOLDER'S DEFICIENCY		11
Ordinary Shares of $ 0.0001 par value:
Authorized: 500,000,000 shares at September 30, 2018 and 2017; Issued and Outstanding: 15,000,000 and 10,358,219 shares at September 30, 2018, and 2017, respectively				1			1
Additional Paid in capital				3,419			1,297
Accumulated deficit				(6,814	)		(1,666	)

Total shareholders' deficiency				(3,394	)		(368	)

Total liabilities and shareholders' deficiency			$	3,134		$	1,363

*) Represents an amount less than $1.

~~In our opinion,~~

The accompanying notes are an integral part of the consolidated financial statements.

F - 3

SEEDO CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands, except share and per share data

			Year ended September 30,
	Note		2018			2017
Operating expenses:

Research and development			$	2,007		$	532

Selling and marketing				815			187

General and administrative				2,127			330

Operating loss				4,949			1,049

Other income				10			-

Financial expenses, net		13		209			53

Net Loss			$	5,148		$	1,102

Basic and diluted net loss per share			$	(0.49	)	$	(0.11	)
Weighted average number of Ordinary shares used in computing basic and diluted loss per share				10,563,916			9,668,056

The accompanying notes are an integral part of the consolidated financial statements.

F - 4

SEEDO CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'DEFICIENCY

U.S. dollars in thousands, except share and per share data

	Ordinary Shares				Additional Paid in capital			Accumulated deficit			Total Shareholders' Deficiency
	Number		Amount		Additional Paid in capital			Accumulated deficit			Total Shareholders' Deficiency

Balance as of September 30, 2016		9,298,222		1		335			(564	)		(228	)

Issuance of Ordinary shares		1,059,997		*		962			-			962

Net Loss		-		-		-			(1,102	)		(1,102	)

Balance as of September 30, 2017		10,358,219		1		1,297			(1,666	)		(368	)

Issuance of Ordinary shares		213,859		*		237			-			237

Issuance of shares with respect to the Reverse Merger		369,000		*		(349	)		-			(349	)

Conversion of convertible loan		1,500,000		*		1,244			-			1,244

Share Based Compensation to non-employees		2,558,922		*		948			-			948

Issuance of Warrants		-		-		42			-			42

Net Loss		-		-		-			(5,148	)		(5,148	)

Balance as of September 30, 2018		15,000,000		1		3,419			(6,814	)		(3,394	)

*) Represents an amount less than $1.

The accompanying notes are an integral part of the consolidated financial statements.

F - 5

SEEDO CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

	Year ended September 30,
	2018			2017

Cash flows from operating activities:

Net Loss	$	(5,148	)	$	(1,102	)

Adjustments to reconcile loss to net cash used in operating activities:
Depreciation and amortization		23			1
Financial expenses related to convertible loans		179			-
Gain from changes in fair value of warrants		(10	)		-
Share based compensation expenses to non-employees		948			-
Changes in assets and liabilities:
Increase in other accounts receivable		(854	)		(60	)
Increase in inventory		(122	)		-
Increase in advances from customers		1,944			961
Increase in trade payables		389			26
Increase in other accounts Payable		696			201

Net cash provided by (used in) operating activities		(1,955	)		27

Cash flows from investing activities
Purchase of property and equipment		(906	)		(15	)
Increase (Decrease) in restricted bank deposit		183			(242	)

Net cash used in investing activities		(723	)		(257	)

Cash flows from financing activities:
Issuance of Ordinary shares		737			963
Proceeds from convertible loans		1,600			-
Proceeds from short term loan		69			-

Net cash provided by financing activities		2,406			963

Increase (Decrease) in cash and cash equivalents		(272	)		733
Cash and cash equivalents at the beginning of the year		744			11

Cash and cash equivalents at the end of the year	$	472		$	744

Supplemental disclosures of non-cash flow information:

Purchase of property, plant and equipment on credit		277			-

Supplemental disclosures of non-cash flow information:

Cash paid for interest		48			-

The accompanying notes are an integral part of the consolidated financial statements.

F - 6

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 1:-

GENERAL

a.

Seedo Corp. (the “Company”, “Our” or “We”), was incorporated on January 16, 2015 as GRCR Partners Inc. under the laws of Delaware. On September 17, 2018 the name of the company was changed to Seedo Corp. we were solely a provider of risk management and asset protection (“RAP”) services for businesses, individuals and families. Post-Acquisition and Exchange with Eroll Grow Tech, we have additionally acquired Eroll’s business as well ("acquisition Sunsidiary"). We produces the world’s first fully-automated plant growing device managed and controlled by an artificial intelligent algorithm, allowing consumers to grow their own herbs and vegetables effortlessly from seed to plant, while providing optimal conditions to assure premium quality produce year-round.

Reverse merger

On September 14th, 2018, Eroll Grow Tech Ltd., an Israeli company and now the fully owned subsidiary of the Company, and the Company completed a merger of Acquisition. Eroll Grow Tech Ltd. survived the merger as a wholly-owned subsidiary of the Company.

Immediately following the transaction, Eroll Grow Tech Ltd. shareholders held approximately 87.4% of the outstanding Ordinary shares of the Company in exchange of 1,137 Ordinary shares of Eroll Grow Tech Ltd on a fully diluted basis while the pre-merger Company shareholders retained the remaining approximate 12.6%. The pre-merger Eroll Grow Tech Ltd. shareholders hold their existing shares of the company's Ordinary stock.

Pursuant to the terms and conditions of the Agreement, at the time of the Transaction, the Company issued 12,073,500 nonassessable shares of their Ordinary shares. Each of the holders of the pre-acquisition issued and outstanding Ordinary shares of Eroll Grow Tech Ltd. received their pro-rata allotment of these shares according to their then current shareholding in the Eroll Grow Tech Ltd. At the closing of this transaction, there were 15,000,000 Ordinary shares of the Company.

The Reverse Merger was accounted for as a reverse recapitalization which is outside the scope of ASC Topic 805, “Business Combinations” (“ASC 805”). Under reverse capitalization accounting, Eroll Grow Tech Ltd. is considered the acquirer for accounting and financial reporting purposes and acquired the assets and assumed the liabilities of the Company. The assets acquired and liabilities assumed are reported at their historical amounts. The annual consolidated financial statements ~~referred~~of the Company reflect the operations of the acquirer for accounting purposes together with a deemed issuance of shares, equivalent to ~~above present fairly, in all material respects,~~ the shares held by the former stockholders of the legal acquirer and a recapitalization of the equity of the accounting acquirer. The annual consolidated financial ~~position~~statements include the accounts of ~~GRCR Partners, Inc. as~~the Company since the effective date of ~~September 30, 3016 and 2015,~~the reverse capitalization and the ~~results~~accounts of Eroll Grow Tech Ltd. since inception.

F - 7

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 1:-

GENERAL (Cont.)

Eroll Grow Tech Ltd. ("Eroll") was incorporated pursuant to the laws of the state of Israel on May 18, 2015.

Eroll has four wholly owned subsidiaries as followings:

Seedo Us Inc (Seedo Inc.) incorporated pursuant to the laws of the state of Colorado U.S in November 2016.

Seedo USA LLC (Seedo USA) incorporated pursuant to the laws of the state of Nevada U.S on March 2017. To this date the subsidiary has no activities.

Urban Auto Grow Inc (UAG) incorporated pursuant to the laws of the state of Nevada U.S on January 2017. To this date the subsidiary has no activities.

E.L Urban Auto Grow ltd (Urban) incorporated pursuant to the laws of the state of Cyprus on December 2017. To this date the subsidiary has no activities.

b.

The Company operates in the field of development, and distribution of home growing automated machines for variety of herbs and vegetables worldwide.

c.

The Company has not generated revenues since inception. The Company has an accumulated deficit and negative operating cash flow in the total amount of $ 6,814 and $ 1,955 as of September 30, 2018, respectively, and further losses are anticipated in the development of its business. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.

The Company intends to finance operating costs with existing cash, reducing operating spend and ~~its cash flows for~~issuances of equity and debt securities, the ~~year ended September 30, 2016 and the period from January 16, 2015 (date~~Company will need to seek additional sources of ~~inception) through September 30, 2015 in conformity with accounting principles generally accepted in the United States of America.~~financing.

The accompanying consolidated financial statements have been prepared assuming ~~that~~ the Company will continue as a going ~~concern. As more fully discussed~~concern, which contemplates the realization of assets and liabilities and commitments in ~~Note 1~~the normal course of business.

The consolidated financial statements for the year ended September 30, 2018, do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the financial statements, the Company has a limited operating history and its continued growth is dependent upon obtaining additional financing to fund future obligations and pay liabilities arising from normal business operations. These conditions raise substantial doubt about itsCompany’s ability to continue as a going concern. ~~Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~/s/ Rosenberg Rich Baker Berman & Company~~

~~Somerset, New Jersey~~
~~January 13, 2017~~

F - 8

~~GRCR PARTNERS INC~~

~~BALANCE SHEETS~~

~~AS OF SEPTEMBER 30, 2016 AND 2015~~

ASSETS

9/30/16

9/30/15

CURRENT ASSETS:

   Cash or cash equivalents
$13,973
$18,483
   Accounts receivable, net
  -
  10,000
  Prepaid expense
  -
  5,000
         TOTAL CURRENT ASSETS
  13,973
  33,483



Fixed assets, net
  838
  2,514
        TOTAL ASSETS
$14,811
$35,997



LIABILITIES AND STOCKHOLDERS' EQUITY





CURRENT LIABILITIES:


   Accounts payable and accrued expenses
$15,129
$1,000
   Accrued taxes
  320
  3,599
        TOTAL CURRENT LIABILITIES
  15,449
  4,599



        TOTAL LIABILITIES
  15,449
  4,599



STOCKHOLDERS' EQUITY (DEFICIT):



Preferred stock, $.0001 par value, 15,000,000 shares authorized,


       none issued and outstanding
  -
  -
   Common stock, $.0001 par value, 500,000,000 shares authorized,



17,347,500 and 17,000,000 shares issued and outstanding,


         as of September 30, 2016 and September 30, 2015
  1,735
  1,700
   Additional paid-in capital
  16,740
  13,300
   Common stock subscribed
  36,400
  -
   Retained earnings (deficit)
  (55,513)
  16,398
        TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
  (638)
  31,398
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$14,811
$35,997

~~The accompanying notes to financial statements arean integral part of these statements~~.

~~GRCR PARTNERS INC~~

~~STATEMENT OF OPERATIONS~~

~~FOR THE YEAR ENDED SEPTEMBER 30, 2016 AND SINCE INCEPTION (JANUARY 16, 2015) TO SEPTEMBER 30, 2015~~

Year Ended
September 30, 2016

From Inception
(January 16, 2015) to September 30, 2015

Revenues:

Professional service revenues
$130,000
$108,050
Expense reimbursement
  7,522
  2,125
Total Revenues
  137,522
  110,175



Cost of revenues
  80,700
  52,557
Cost of revenues from a related party
  8,870
  4,650
Gross Profit
  47,952
  52,968



Operating expenses:


Stock based compensation
  3,475
  -
Depreciation
  1,676
  1,257
General and administrative
  113,791
  31,714
General and administrative costs from a related party
  4,200
  -
      Total operating expenses
  123,142
  32,971



Income (Loss) from operations
  (75,190)
  19,997



Income (Loss) before taxes
  (75,190)
  19,997
    Current income tax expense(benefit)
  (3,279)
  3,599
    Deferred income expense (benefit)
  -
  -
Income tax (benefit)
  (3,279)
  3,599



Net income (loss) applicable to common shareholders
  (71,911)
  16,398



    Net income (loss) per share - basic and diluted
$(0.00)
$(0.00)



Weighted number of shares outstanding -


    Basic and diluted
  17,268,479
  17,000,000

~~The accompanying notes to financial statements are an integral part of these statements~~.

~~GRCR PARTNERS INC~~

~~STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIT)~~

~~FOR THE YEAR ENDED SEPTEMBER 30, 2016 AND FROM INCEPTION (JANUARY 16, 2015) TO SEPTEMBER 30, 2015~~

Common

Retained

Preferred Stock

Common

Paid-In

Stock

Earnings

Stockholders'

Shares

Par Value

Shares

Par Value

Capital

Subscribed

(Deficit)

Equity(Deficit)

Balance at Inception, January 16, 2015
  -
$-
  0
$-
$-
$-
$-
$-









Issuance of common stock


  17,000,000
  1,700
  13,300


  15,000
Net income for period
  -
  -




  16,398
  16,398

  -
  -






Balance September 30, 2015
  -
$-
  17,000,000
$1,700
$13,300
$-
$16,398
$31,398









Issuance of common stock for services


  347,500
  35
  3,440


  3,475
Common stock subscribed





  36,400

  36,400
Net loss for period
  -
  -




  (71,911)
  (71,911)









Balance September 30, 2016
  -
$-
  17,347,500
$1,735
$16,740
$36,400
$(55,513)
$(638)

~~The accompanying notes to financial statements are an integral part of these statements~~.

~~GRCR PARTNERS INC~~

~~STATEMENT OF CASH FLOWS~~

~~FOR THE YEAR ENDED SEPTEMBER 30, 2016 AND FROM INCEPTION~~

~~(JANUARY 16, 2015) TO SEPTEMBER 2015~~

For the year ended
September 30, 2016

From inception
(January 16, 2015) to September 30, 2015

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)
$(71,911)
$16,398
Adjustments to reconcile net income(loss) to cash (used in) provided by operating activities:





Stock based compensation
  3,475
  -
Depreciation
  1,676
  1,257



Change in operating assets and liabilities:


Accounts receivable
  10,000
  (10,000)
Prepaid expenses
  5,000
  (5,000)
Accounts payable and accrued expenses
  14,129
  1,000
Income tax payable
  (3,279)
  3,599
Net cash (used in) provided by operating activities
  (40,910)
  7,254



CASH FLOW FROM INVESTING ACTIVITIES:


Equipment purchases
  -
  (3,771)
Net cash (used in) investing activities
  -
  (3,771)



CASH FLOW FROM FINANCING ACTIVITIES:


Common stock subscribed
  36,400
  -
Proceeds from issuance of common stock
  -
  15,000
Net cash provided by financing activities
  36,400
  15,000



NET INCREASE (DECREASE) IN CASH
  (4,510)
  18,483



CASH AND CASH EQUIVALENTS at beginning of period
  18,483
  -
CASH AND CASH EQUIVALENTS at end of period
$13,973
$18,483



Supplemental disclosure of cash flow information


   Cash paid for:


       Interest
  -
  -
       Income Taxes
  -
  -

~~The accompanying notes to financial statements are an integral part of these statements~~.

~~GRCR PARTNERS INC~~SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

~~Note 1. The Company History and Nature of the Business~~

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES

GRCR Partners Inc. (the “Company”, “Our” or “We”), formed on January 16, 2015, is a provider of corporate governance, risk management, compliance and regulatory reporting (“GRCR”) solutions for businesses (“GRCR Solutions”). Currently, we provide GRCR Solutions through professional consulting services on a project-based fee arrangement. We deliver our services following our proprietary compliance architecture methodology. The skilled application of the fundamental principles governing compliance and risk management is what we call compliance architecture. We are building-out our Compliance Architecture Platform (“CAP”) to be an automated GRCR management tool that streamlines the process of GRCR for businesses. We believe that by combining expert consulting and GRCR software tools, we will help clients cost effectively build and maintain GRCR programs that reduce day-to-day and long term risks in their work environment.

The consolidated financial statements have been prepared ~~using accounting principles generally accepted~~in accordance with U.S Generally Accepted Accounting Principles in the United States of America ~~applicable for a going concern, which assumes~~("GAAP").

a.

Use of estimates:

The preparation of the financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the ~~Company will realize its~~estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and ~~discharge its~~ liabilities inand disclosure of contingent assets and liabilities at the ~~ordinary course~~dates of ~~business. Since inception,~~ the ~~Company has a retained deficit~~financial statements, and the reported amounts of $55,513 and has a working capital deficit of $1,476 at September 30, 2016. We have a limited operating history, we are currently generating revenue, however, our growth is dependent upon achieving sales growth, management of operating expenses ~~and ability~~during the reporting period. Actual results could differ from those estimates.

b.

Financial statements in U.S. dollars:

The costs of the Company are denominated in United States dollars (“dollars”). Some of the costs are incurred in New Israeli Shekels (NIS), however the selling prices are linked to ~~obtain~~ the ~~necessary~~Company’s price list which is determined in dollars, the budget is managed in dollars, financing activities including loans and cash investments, are made in U.S. dollars and the Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company’s and its subsidiaries’ functional and reporting currency.

Accordingly, transactions denominated in currencies other than the functional currency are re-measured to ~~fund future obligations~~the functional currency in accordance with Accounting Standards Codification (“ASC”) No. 830, “Foreign Currency Matters” at the exchange rate at the date of the transaction or the average exchange rate in the relevant reporting period. At the end of each reporting period, financial assets and ~~pay~~ liabilities ~~arising from normal business~~are re-measured to the functional currency using exchange rates in effect at the balance sheet date. Non-financial assets and liabilities are re-measured at historical exchange rates. Gains and losses related to re-measurement are recorded as financial income (expense) in the consolidated statements of operations ~~when they come due, and upon profitable operations.~~as appropriate.

c.

Principles of consolidation:

~~We may need to either borrow funds from our majority shareholder or raise additional capital through equity or debt financings. We expect our current majority shareholder will be willing~~The consolidated financial statements include the financial statements of the Company and able to provide such additional capital. However, we cannot be certain that such capital (from our shareholders or third parties) will be available to us or whether such capital will be available on terms that are acceptable to us. Any such financing likely would be dilutive to existing stockholdersits subsidiaries. Intercompany transactions and ~~could result in significant financial operating covenants that would negatively impact our business. If we are unable to raise sufficient additional capital on acceptable terms, we will~~balances have ~~insufficient funds to operate our business or pursue our planned growth.~~been eliminated upon consolidation.

~~Note 2. Summary of Significant Accounting Policies~~

d.

Cash and cash equivalents:

Cash ~~and Cash Equivalents~~

~~For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all~~equivalents are short-term highly liquid ~~debt instruments purchased~~investments that are readily convertible to cash with ~~a maturity~~original maturities of three months or less, at the date acquired.

e.

Restricted bank deposit:

Restricted bank deposit includes a deposit with maturities of more than three months and up to one year. The restricted bank deposit is presented at its cost, including accrued interest and is composed of guarantees in respect of the Company's credit card and manufacturing commitments.

F - 9

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

f.

Inventories, net:

Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises costs of purchase and costs incurred in bringing the inventories to their present location and condition. Net realizable value is the estimated selling price in the Ordinary course of business less estimated costs of completion and estimated selling costs.

g.

Property and equipment:

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, at the following annual rates:

	%

Computers, Software and peripheral equipment	33%
Mold & production Equipment	10%
Office furniture and equipment	10%

h.

Impairment of long-lived assets:

The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended September 30, 2018, and ~~cash equivalents. The Company’s~~2017, no impairment losses have been recorded.

i.

Concentration of credit risks:

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and restricted bank deposit. Cash and cash equivalents and restricted bank deposit are ~~located~~ invested in amajor banks in Israel and the United States ~~bank.~~. Such funds in the Israel may be in excess of insured limits and are not insured in other jurisdictions. Management believes that the financial institutions that hold the Company and its subsidiary' cash and cash equivalents have high credit ratings.

The Company, have no off-balance-sheet concentration of credit risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

F - 10

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

j.

Research and development expenses:

Research and development costs are charged to the consolidated statement of operations as incurred.

ASC 985-20, "Costs of Software to Be Sold, Leased, or Marketed", requires capitalization of certain software development costs subsequent to the establishment of technological feasibility.

Based on the Company's product development process, technological feasibility is established upon the completion of a working model. The Company does not ~~have any cash equivalents~~incur material costs between the completion of a working model and the point at which the products are ready for general release. Therefore, research and development costs are charged to the consolidated statement of operations as incurred. The Company did not capitalized expenses as of September 30, ~~2016 or September 30, 2015.~~2018.

k.

Severance pay:

~~Accounts Receivable~~Eroll's Grow Tech Ltd. liability for severance pay is pursuant to Section 14 of the Severance Compensation Act, 1963 ("Section 14"), pursuant to which all the Company’s employees are included under Section 14, and are entitled only to monthly deposits, at a rate of 8.33% of their monthly salary, made in the employee's name with insurance companies. Under Israeli employment law, payments in accordance with Section 14 release the Company from any future severance payments in respect of those employees. The fund is made available to the employee at the time the employer-employee relationship is terminated, regardless of cause of termination. The severance pay liabilities and deposits under Section 14 are not reflected in the consolidated balance sheets as the severance pay risks have been irrevocably transferred to the severance funds.

l.

Advances from customers

Advances from customers include primarily unearned amounts received in respect of sale and service contracts, but not yet recognized as revenues and therefore are classified as a liability.

m.

Fair value of financial instruments

ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

F - 11

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

In determining fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the inputs as follows:

Level 1 —		Valuations based on quoted prices in active markets for identical assets that the Company has the ability to access.
Level 2 —		Valuations based on one or more quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
Level 3 —		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company’s accounts receivable are derived from direct customers. Collateral is not required for accounts receivable. The Company maintains an allowance for potential credit losses as considered necessary. The Company performs ongoing reviewscarrying amounts of ~~all customers that have breached~~cash and cash equivalents, short term deposits, trade receivables, trade payables and short term loan approximate their ~~payment terms or for whom information has become available indicating a risk~~fair value due to the short-term maturity of non-recoverability. The Company records an allowance for bad debts for specific customers identified as well as an allowance based on its historical collection experience. The Company’s evaluation of the allowance for potential credit losses requires the use of estimates and the actual results may differ from these estimates. At September 30, 2016, the allowance for potential credit losses was $0

~~Fixed Assets~~

Office equipment is stated at cost and depreciated over three years using the straight line method of accounting. For the year end September 30, 2016, and for the period from inception (January 16, 2015) to September 30, 2015 the Company recorded depreciation expense of $1,676 and $1,257, respectively.

~~Revenue Recognition~~such instruments.

The Company ~~derives its revenue from~~elected to measure some of the ~~sale~~convertible loans under the fair value option (see note 9d and 9f). Under the fair value option the convertible loans will be measured at fair value in each reporting period until they will be converted, with changes in the fair values being recognized in the Company's consolidated statement of ~~compliance, legal, risk management and management and public reporting consulting services.~~operations as financial income or expense. The ~~Company utilizes written contracts as~~proceeds received for the ~~means to establish~~issuance of the ~~terms and condition services are sold to customers.~~convertible loans were allocated at fair value conducted on an arm's-length basis.

~~Consulting Services~~

~~Because the Company provides its applications as services, it follows the provisions of Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) No. 104,~~ ~~Revenue Recognition.~~The Company ~~recognizes revenue when all~~measures Warrants related to the Convertible Loan Agreement (the “Agreement”) with Cannabics Pharmaceuticals (classified as asset) at fair value each reporting period until they will exercise or expire, with changes in the fair values being recognized in the Company’s consolidated statement of operations as other income (see Note 9). The fair value of the ~~following conditions are met:~~Warrants classified within Level 3.

●	~~there is persuasive evidence of an arrangement;~~
●n.	~~the service has been provided to the customer;~~
●	~~the collection of the fees is reasonably assured; and~~
●	~~the amount of fees to be paid by the customer is fixed or determinable.~~Income Tax

The Company ~~recognizes revenue as services~~account for income taxes in accordance with ASC 740, "Income Taxes" which prescribes the use of the liability method whereby deferred tax assets and liability account balances are ~~performed~~determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it not is more likely than not that a portion or ~~monthly based upon contract terms. Contracts may either~~all of the deferred tax assets will be ~~for~~realized. Based on ASC 740, a ~~specific project,~~two-step approach is used to recognize and measure uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a ~~monthly recurring fee.~~tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes.

F - 12

~~Reimbursements~~

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

~~The Company incurs certain out-of-pocket expenses that are reimbursed by its clients, which are accounted for as revenue in its Statement of Operations.~~

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. As of September 30, 2018, and 2017, no liability for unrecognized tax positions has been recorded. Accordingly, no interest or penalties related to uncertain tax positions are recorded, either. It is the Company’s policy that any interest or penalties associated with unrecognized tax positions would be reflected in income tax expense.

~~Net Income (Loss) per Common Share~~

o.

Basic and diluted net loss per share:

Basic ~~income (loss)~~net loss per share is computed by dividing the net ~~income (loss) attributable to the common stockholders~~loss by the ~~weighted average~~weighted-average number of shares of ~~common stock~~Ordinary shares outstanding during the period. ~~Fully diluted income~~

Diluted net loss per share is computed ~~similar~~by giving effect to ~~basic income per share except that~~all potential shares of Ordinary shares, to the ~~denominator is increased to include~~extent dilutive, all in accordance with ASC No. 260, “Earning Per Share”.

For the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the periodyears ended September 30, ~~2016.~~2018 and 2017, all outstanding shares warrants have been excluded from the calculation of the diluted net loss per share as all such securities are anti-dilutive for all years presented.

~~Income Taxes~~

p.

Legal and other contingencies:

The Company accounts for ~~income taxes pursuant to FASB~~its contingent liabilities in accordance with ASC ~~740. Deferred tax assets~~450 "Contingencies". A provision is recorded when it is both probable that a liability has been incurred and ~~liabilities are determined based on temporary differences between~~ the ~~bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification~~amount of the ~~assets and liabilities generating the differences.~~

~~The Company maintains a valuation allowance with~~loss can be reasonably estimated. With respect to ~~deferred tax assets. The Company establishes a valuation allowance based upon~~legal matters, provisions are reviewed and adjusted to reflect the ~~potential likelihood~~impact of ~~realizing the deferred tax asset~~negotiations, estimated settlements, legal rulings, advice of legal counsel and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimates

~~Fair Value of Financial Instruments~~

~~The Company estimates the fair value of financial instruments using the available market~~other information and ~~valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in~~events pertaining to a ~~current market exchange.~~particular matter. As of September 30, ~~2016~~2018 and 2017, the ~~carrying value~~Company is not a party to any litigation that could have a material adverse effect on the Company's business, financial position, results of ~~accounts receivable, accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.~~

~~Customer Concentration Disclosure.~~

For the year ended September 30, 2016, three customers make up 79% of our gross revenue. They represent 31%, 26% and 22% respectively. For the period from inception (January 16, 2016) to September 30, 2015, two customers made up 86% of our gross revenue, they represent 43% and 43% respectively. Two customers made up 100% of our accounts receivable balanceoperations or cash flows (see Note 10). Legal costs incurred in connection with loss contingencies are expensed as ~~of September 30, 2015, each representing 50%.~~incurred.

~~Stock-Based Compensation~~

q.

Accounting for share-based payments:

~~Stock~~Share compensation arrangements with non-employee service providers are accounted for in accordance ASC 505-50 Equity-Based Payments to Non-Employees, using a fair value approach. For the ~~year~~years ended September 30, ~~2016~~2018 and 2017 the Company recorded ~~$3,475~~$948 and $0 in ~~stock-based compensation.~~share-based compensation, respectively.

F - 13

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

r.

Recent accounting pronouncements:

~~Estimates~~

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of September 30, 2016 and cumulative expenses from inception. Actual results could differ from those estimates made by management.

~~Recent accounting pronouncements~~

Revenue Recognition.In ~~March 2016,~~May 2014, the Financial Accounting Standards Board issued Accounting Standards Codification Update No. 2016-09 Compensation – Stock Compensation (Topic 718). The amendments in this update affect all entities that issue share-based payment awards to their employees. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.

~~In May 2014, the FASB~~("FASB") issued ASU 2014-09, ~~Revenue~~"Revenue from Contracts with ~~Customers which modifies how all entities recognize revenue and various~~customers"' new guidance that affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other ~~revenue accounting standards for specialized transactions and industries. This update~~standards. The core principle of the guidance is ~~a comprehensive new revenue recognition model~~ that ~~requires a company to~~an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the FASB defines a five-step process which includes the following: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

ASU 2014-09, as amended, is effective for annual reporting periods beginning after December 15, 2017. Since the Company's inception until September 30, 2018 the Company did not recognize any revenues, the Company will evaluate the impact of this ASU on its consolidated financial statements and related disclosures.

Leases. In ~~August 2015,~~February 2016, the FASB issued ASU ~~2015-14, which deferred~~2016-02, “Leases”, on the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective ~~date~~interest method or on a straight line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for in a manner similar to the accounting under existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASC 842 supersedes the previous leases standard, ASC 840, "Leases". This standard is effective for emerging growth companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years, beginning after December 15, 2020, and early adoption is permitted.

F - 14

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Recently Adopted Guidance

Business Combinations. In January 2017, the FASB issued ASU 2017-01 Business Combinations (Topic 805): “Clarifying the Definition of a Business”. ASU 2017-01 provides amendments to clarify the definition of a business and affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal ~~years.~~years and should be applied prospectively as of the beginning of the period of adoption. Early adoption is permitted under certain circumstances. The Company ~~is currently evaluating the possible impact of~~adopted ASU ~~2014-15, but does~~2017-01 on October 1, 2017 and it did not ~~anticipate that it will~~ have ~~a material impact on the Company's consolidated financial statements.~~

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a materialan impact on its ~~financial position or results of operations.~~accounting and disclosures.

s.

Reclassification

Certain financial statement data for prior years has been reclassified to conform to current year financial statement presentation.

NOTE 3:-

OTHER ACCOUNTS RECEIVABLE

	September 30,
	2018		2017

Government authorities	$	70	$	31
Prepaid expenses		22		8
Financial institutes		977		302
Advances to suppliers		148		-
Other		-		22

	$	1,217	$	363

F - 15

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 4:- PROPERTY AND EQUIPMENT, NET

	September 30,
	2018		2017
Cost:
Computers and peripheral equipment	$	40	$	13
Office furniture and equipment		11		2
Mold & production Equipment		955		-
Software		192		-

		1,198		15

Accumulated depreciation:		24		1

Property and equipment, net	$	1,174	$	14

Depreciation expenses was $23 and $1 for the years ended September 30, 2018, and 2017, respectively.

NOTE 5:-

TRADE PAYABLES

	September 30,
	2018		2017

Open accounts	$	626	$	25
Notes payable		84		19

	$	710	$	44

NOTE 6:- OTHER ACCOUNTS PAYABLE

	September 30,
	2018		2017

Employees and payroll accruals	$	811	$	381
Government authorities		62		11
Professional service		140		18
Other payables		121		14

	$	1,134	$	424

NOTE 7:- RELATED PARTIES

As of September 30, 2018 and September 30, 2017 the Company recorded a provision in the amount of $496 and $340 respectively, that classified in other accounts payable, and recorded expenses in the amount of $156 and $180 respectively, that classified in general and administrative expenses, to a related party for management services.

F - 16

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 8:- SHORT-TERM LOAN

		September 30,
	Interest %	2018		2017

Short term loan	P+2.5%	$	69	$	-

		$	69	$	-

NOTE 9:- CONVERTIBLE LOANS

a.

On June 6, 2018 (the “Closing Date”), Eroll entered into a Loan Agreement (the “Agreement”) with a third party (the “Lender”), in a total amount of $500 (the “Loan”). The Loan bears interest at a monthly rate of 2%, for a year. Eroll shall pay the loan and interest within one year from the closing date. In future event when Eroll will merge with public company the lender has the right to convert the Loan and Interest to the public company shares, at a price per share equals to the lower of (1) a valuation of the Company of $15,000, or (2) the fair market value of the Company as shall be evaluated as of the Company's first raising via equity issuance. During the 12 months period ended September 30, 2018, the Company recorded an interest expenses in the total amount of $40. According ASC 470 the Company did not record a Beneficial Conversion Feature ("BCF") with respect to convertible loan since the contingent BCF shall not be recognized in earnings until the contingency is resolved.

b.

During July 2018, Eroll entered into a Convertible Loan Agreement (the “Agreement”) with a third party (the “Lender”), in a total amount of $250 (the “Convertible Loan”). The Convertible Loan bears interest at a monthly rate of 2%, for a year. Per the terms of the Agreement, if Eroll will merge with a public company the lender has the right to convert the Loan and Interest to the public company shares, at a price per share equals to the lower of (1) a valuation of the Company of $25,000, or (2) the fair market value of the Company as shall be evaluated as of the Company's first raising via equity issuance. If the future event will not occur Eroll shall pay the loan and interest within one year from the closing date.

During the 12 months period ended September 30, 2018, the Company recorded an interest expenses in the total amount of $12. According ASC 470 the Company did not record a BCF with respect to convertible loan since the contingent BCF shall not be recognized in earnings until the contingency is resolved.

c.

On August 2, 2018, Eroll received a loan in the amount of $100 with interest rate of 2% per month, the loan shall be paid on September 20, 2018, in case Eroll will merge into a traded company in the OTC the lender in eligible to receive 99,338 from the public company. As the exercise price of the nondetachable conversion feature was higher than the fair value of the share price at the commitment date, no BCF was recorded.

Since Eroll merged into an OTC traded entity no interest expenses were paid.

During October 2018, the Company converted the loan to 99,338 Ordinary shares.

d.

On August 10, 2018, Eroll Grow Tech (now the wholly owned subsidiary of the Company) entered into a Convertible Loan Agreement (the “Agreement”) with Cannabics Pharmaceuticals Inc., a US public company. Pursuant to the terms of the Agreement, Cannabics was obliged to invest up to $2,000 in Eroll Grow Tech. According to the agreement Cannabics Pharmaceuticals Inc. obligated itself to invest $500 upon execution of the Agreement, to be followed by second $500 tranche within 90 days and third tranche in the amount of $1,000 (the "Second loan"), 90 days following that. On August 13, 2018, Cannabics Pharmaceuticals Inc. invested the initial $500 pursuant to its obligations under the Agreement. According to the Agreement, the Company shall issue Cannabics Pharmaceuticals Inc. Ordinary shares of the Company representing 7.5% of the outstanding shares on a fully-diluted basis of the Company at the time of conversion. Following the Second Investment, Cannabics Pharmaceuticals Inc. shall hold 15% of the outstanding shares on a fully-diluted basis of the Company. In addition according to the agreement Cannabics Pharmaceuticals Inc. shall issue to the company 1,000,000 warrants with an exercise price of $ 2 per share, of the Cannabics Pharmaceuticals Inc. shares, for a period of 12 months. The warrants were issued On August 14, 2018. As of September 30, 2018, the warrants fair value amount was $90.

~~3. Common Stock~~

F - 17

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 9:- COVERTIBLE LOANS (Cont.)

On ~~January 16, 2015,~~September 12, 2018, Eroll and Cannabics Pharmaceuticals Inc. executed an Amendment to their Agreement noted supra solely amending the mechanics of the percentage of the Company shares Cannabics Pharmaceuticals Inc. may convert for its investment; though the finite amount remains unchanged. The Amendment were as follows: Cannabics Pharmaceuticals Inc. is to receive 10% of the ordinary shares, for the initial $1,000 financing (as opposed to 15%); and for the Second Loan the Cannabics Pharmaceuticals Inc. shall receive 5% of the Ordinary shares. On September 26, 2018, pursuant to the Agreement with Cannabics Pharmaceuticals Inc. noted supra, the Company received its 2nd installment of $500.

According to the original agreement and the amendment stated above the Company issued ~~17,000,000~~Cannabics Pharmaceuticals Inc. 1,500,000 ordinary shares with 0.0001 par value, representing holding of 10% of the Ordinary shares.

At the conversion date the Company recorded the convertible loans at an aggregate fair value of $1,244, which is higher than the gross proceeds in the amount of $1,080, resulting a loss in the amount of $164.

e.

During September 7, 2018, Eroll has entered into a Loan agreement with Cannabics Pharmaceuticals Inc. in the amount of $350 that shall have a one-year defined term and bears no interest. As part of the agreement Cannabics were also entitled to 3.6% of the Company's ordinary shares, in return to services provided as part the acquisition. As a result on September 27, 2018, the Company issued 540,000 Ordinary shares with 0.0001 par value with respect to share based compensation. Total share-based compensation expense in the consolidated statements of operations for the years ended September 30, 2018, and 2017, amounted to $ 448 and $ 0, respectively.

f.

During September 2018, Eroll received a loan from third party ("The Lender") in the amount of $250 that bears 2% monthly interest rate which will be paid if Eroll will not merge into an OTC traded entity, Eroll has two options for the repayment of the loan, 1) Eroll repays the loan alongside with the interest in one payment after 30 days, 2) Eroll can convert the loan and the interest to shares of any future traded entity that Eroll plans to merge into in the amount of 250,000 shares in exchange for 1 per share.

F - 18

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 9:- COVERTIBLE LOANS (Cont.)

During October 2018, the loan was converted to 250,000 shares of ~~common stock~~the Company.

Eroll also granted the Lender a warrant to purchase 100,000 Ordinary shares of the Company at an exercise price of $ 2 per share. The warrants were classified as shareholders' equity.

In accordance with ASC 470-20 as the liability is subject to subsequent fair value accounting and the freestanding warrants are classified in equity, the full fair value in amount of 208$ is allocated to the ~~SCM Holdings II, LLC (“SCM”) at par value of $0.0001 per share, for an equity investment of $15,000. The sole owner of SCM is the current CEO, CFO and sole director of the Company.~~

~~On December 23, 2015, the Board of Directors approved an agreement with legal counsel for the Company which included; the issuance of 347,500 shares of common stock~~loan and the ~~total payment~~residual proceeds in an amount of ~~$15,000~~42$ allocated to ~~counsel for services rendered through~~ the ~~date the Company’s S-1 filing is declared effective.~~ warrants.

Since Eroll merged into an OTC traded entity no interest expenses were paid.

The $15,000 will be paid the sooner of any combination of; (i) the sum of $500 per month commencing November 1, 2015, (ii) the first use of proceeds from the S-1 offering, or (iii) the change of control of the Company. ~~We are required to estimate~~Company estimated the fair value of warrants using the ~~common stock underlying our stock compensation. The fair value of~~Black-Scholes option pricing model using the ~~common stock underlying the stock awards to counsel was determined by our board of directors, with input frommanagement~~ ~~at a proce of $0.01~~. We believe that our board of directors has the relevant experience and expertise to determine the fair value of our common stock. In the absence of a public trading market, our board of directors, with input from~~management, exercised significant judgment and considered numerous subjective and objective factors.~~

~~4. Income Taxes~~following weighted average assumptions:

The provision for income taxes for the year ended September 30, 2016 and since inception (January 16, 2015) to September 30, 2015 was as follows (assuming a 15%, and 3% effective tax rate for federal and state taxes, respectively):

	2018

Dividend yield		0	%
Risk-free interest rate		2.62	%
Expected term (in years)		2
Volatility		134.48	%

For the year ended
September 30,
2016

From inception
(January 16, 2015) to
September 30,
2015

Tax Provision (Benefit):

Current Federal-State
  (3,279)
  3,599
Deferred Tax Benefit
  (9,992)
  -
Change in valuation allowance
  9,992
  -
Total tax provision (benefit)
  (3,279)
  3,599



The Company had deferred income tax benefit as September 30 2016 as follows:



   Loss carry-forwards

$(9,992)
   Less - valuation allowance

  9,992



Total net deferred tax assets

$-

~~The Company has net operating losses of $55,513 to carry-forward that expire in 2036.~~

~~The Company did not identify any material uncertain tax positions. The Company did not recognize any interest or penalties for unrecognized tax benefits.~~

~~The federal income tax returns of the Company are subject to examination by the IRS, generally for three years after they are filed. All returns since inception are still subject to examination.~~

NOTE 10:-

COMMITMENTS AND CONTINGENT LIABILITIES

On October 2017, Eroll entered into rental agreements for its office premises which will end on April 30, 2022. The agreement is secured by bank guarantees and monthly debentures equivalent with the lease payments.

~~5. Related Party Loans and Transactions~~

The ~~Company has paid the sole shareholder, officer and director $13,070 and $4,650~~future minimum lease fees payable for the year ended September 30, 2016 and for the period since inception (January 16, 2015) to September 30, 2016, respectively. Such amounts were for professional services and general management expenses and have been included in the cost of revenue and general and administrative related party costs. For the year ended September 30, 2016 and for the period from inception (January 16, 2015) to September 30, 2015, the Company allocated such costs between cost of revenue $8,870 and $4,650, and $4,200 and $0, general and administrative expenses respectively. The Company has no formal contract in place with its sole officer and director and no monies where owedlease agreement as of September 30, ~~2016.~~2018, are as following:

2019	$	124
2020		124
2021		124
2022		73

	$	445

On September 2017 Eroll entered into a vehicle operating lease agreement for a period of 32 months. The future minimum lease fees payable for both above agreements as of September 30, 2018, are as following:

2019	$	78
2020		58

	$	136

F - 19

~~6. Subsequent Events~~

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

~~On October 13, 2016 the Company closed out its public offering. The Company raised $36,900 and issued 369,000~~

NOTE 11:-

SHAREHOLDERS' DEFICIENCY

a.

As of September 30, 2018, and 2017, the Company's share capital is composed as follows:

September 30, 2018

September 30, 2017

Authorized

Issued and outstanding

Authorized

Issued and outstanding

Number of shares

Ordinary shares of $0.0001 par value each

500,000,000

15,000,000

*500,000,000

*10,358,219

* Historically there were 1,114 private Eroll shares at a ~~price~~par Value of ~~$0.10.~~NIS 1 which were exchanged at a 1:9298 rate.

~~On November 1, 2016~~Each Ordinary share is entitled to receive dividend, participate in the ~~Company’s majority shareholder~~distribution of the Company's net assets upon liquidation and ~~counsel retired 14,495,000~~to receive notices of participate and ~~295,000 shares , respectively. Post~~vote (at one vote per share) at the ~~retirement the majority shareholder had 2,505,000 shares, and counsel had 52,500 shares, representing 85.6% and 1.8%~~general meetings of the Company ~~respectively.~~on any matter upon which the general meeting is authorized.

b.

Issuance of shares:

1.

During November 2017, Eroll Ltd issued a total of 23 Ordinary shares with NIS 1 par value, for a total proceeds of $237. As a result the total Eroll Ltd issued and outstanding shares were 1,137 Ordinary shares.

2.

On September 14, 2018, Eroll Ltd entered into a reversed merger agreement with Seedo Corp. (F/K/A GRCR Partners Inc.), as a result Erol's shares were exchanged with Seedo Corp. shares, 1,137 Eroll's Ordinary shares with 2,557,500 Seedo Corp. shares which represented 87.4% of Seedo Corp. shares at that time.

The Total number of Seedo Corp. shares at that time was 2,926,500 from which 2,557,500 were swapped With Eroll's shares and the remaining 369,000 were held by the Public.

3.

On the same day of the Merger the Company issued 8,014,578 shares to the current Shareholders that participated in the share swap on a pro-rata basis.

4.

On September 27, 2018, the Company issued 2,558,922 Ordinary shares with $0.0001 par value to the company consultants and to Cannabics (see also note 9e) as part of the services that were given in the merger. Fair value was estimated at $948.

5.

On September 27, 2018, the Company issued 1,500,000 Ordinary shares with $0.0001 par value, to Cannabics Pharmaceuticals Inc. as part of the conversion of the convertible loan. (see note 9d). Fair value was estimated at $1,244.

F - 20

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 12:-

TAXES ON INCOME

The Company’s subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity.

a.

Corporate tax rates in U.S:

On December 22, 2017, the U.S. Tax Cuts and Jobs Act ("the TCJA") was signed into law, permanently lowering the corporate federal income tax rate from 35% to 21%, effective January 1, 2018. The company is subject to U.S. income tax laws. There are no significant provisions for U.S. federal, state or other taxes for any period.

b.

Corporate tax rates in Israel:

Presented hereunder are the tax rates relevant to Eroll in the years 2015-2018:

The Israeli statutory corporate tax rate and real capital gains were 23% in 2018, 24% in 2017, 25% in 2016 and 26.5% in 2015.

In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which reduces the corporate income tax rate to 24% effective from January 1, 2017 and to 23% effective from January 1, 2018.

c.

Deferred income taxes:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are as follows:

	September 30,
	2018			2017

Deferred tax assets:
Carry forward tax losses	$	1,056		$	145

Net deferred tax asset before valuation allowance		1,056			145
Valuation allowance		(1,056	)		(145	)

Net deferred tax asset	$	-		$	-

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance at September 30, 2018 and 2017.

d.

Net operating carry-forward losses for tax purposes:

As of September 30, 2018, the carry-forward losses amounting to approximately $4,590, which can be carried forward for an indefinite period.

F - 21

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 13:- FINANCIAL EXPENSES, NET

	Year ended September 30,
	2018			2017

Bank commissions	$	30		$	5
Financial expenses related to loans		227			-
Foreign currency transactions and other		(48	)		48

	$	209		$	53

NOTE 14:- SUBSEQUENT EVENT

a.

During October 2018, the lender as mentioned in note 9f convert the convertible loan in the amount of $250 to 250,000 Ordinary shares $ 0.0001 par value.

b.

During October 2018, the lender as mentioned in note 9c decided to convert a convertible loan in the amount of $100 to 99,338 Ordinary shares $0.0001 par value.

c.

On November 5th, 2018, FINRA granted effectiveness for the Company’s name change to “Seedo Corp.” and new ticker Symbol “SEDO”.

d.

On November 6th, pursuant to the Convertible Loan Agreement with Cannabics Pharmaceuticals Inc. (See note 9d), the Company received $300 towards the second loan of $1,000 per the Agreement, and pursuant the Company issued 210,000 ordinary shares.

On December 10th, 2018, pursuant to the Convertible Loan Agreement with Cannabics Pharmaceuticals Inc. (See note 9d), the Company received the remaining $700, thus fulfilling Cannabics Pharmaceutical Inc.’s obligation of total investment of their $2,000 into our Company. And pursuant the Company issued 790,000 ordinary shares.

Following the agreement mentioned in note 9d, The Company shall pay the Cannabics Pharmaceuticals Inc. royalties in an amount equal to a percentage of the Company’s revenues starting of January 2019 sales as follows:

(a) Until the conversion or repayment of the third tranche ("Second Loan") in the amount of an additional $1,000, an amount equal to 2.5% of revenues

(b) Following the conversion or repayment of the Second Loan, an amount equal to 5% of revenues.

Notwithstanding the above, for the first year following the Second Loan closing date, The Company shall pay Cannabics minimum royalties of not less than $ 500.

F - 22

SEEDO CORP.

NOTES TO FINANCIAL STATEMENTS

U.S. dollars in thousands

NOTE 14:- SUBSEQUENT EVENT (Cont.)

In the event the Second Loan is converted into shares, the aggregate royalties to be paid hereunder will be capped at max $8,000.

e.

On November 29, 2018 the Company issued a total of 51,570 ordinary shares to a new investor for a price of $1.3 per share for a total consideration of $67.2.

f.

On December 4th, 2018, the Company executed a Convertible Debenture, Securities Purchase Agreement and ancillary agreements (collectively, the “Agreements”) with YAII PN, Ltd. Per the terms of the Agreements with YAII PN, the Company was tendered $550, which is open with right of redemption for two years. Prior to the maturity date of the Convertible Debenture, the Company, at its option, has the right to redeem in cash in part or in whole, the amounts outstanding provided that as of the date of the redemption notice (i) the VWAP of the Company’s Ordinary shares is less than $1.20 and (ii) there is no Equity Condition Failures as defined therein. The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to 20% of the outstanding amount being redeemed plus outstanding and accrued Interest.

Pursuant to the Agreements, we are utilizing the net proceeds for immediate cash infusion to expand our production facilities, as well as normative corporate working capital purposes.

There are no other restrictions on future financing transactions. The Agreement does not contain any right of first refusal, participation rights or penalties. YAII PN Ltd. has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our Ordinary shares during any time.

g.

On December 11th, 2018, the Company executed a Loan Agreement with 2622325 Ontario Limited, an Ontario corporation (the “Agreement”) under which the Company received $1,000. Per the terms of the Agreement, the loan is to be specifically utilized to increase production capacity of its automated grow units. The loan is to be repaid in full at the end of 180 days and bears 17.5% interest. Additionally, the Company has issued 33,333 Ordinary shares, and granted 333,333 Warrants with a strike price of $1.50 per Warrant, and 100,000 Warrants with a Strike Price of $ 2 per Warrant, all Warrants having a two-year life span,

F - 23

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~None~~Effective on December 26, 2018, the Company dismissed Rosenberg Rich Baker Berman P.A. (RRBB), as its independent registered public accounting firm. Effective December 26, 2018, the Board engaged Kost Forer Gabbay & Kassirer, a member of Ernst & Young Global, or EY, as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ended September 30, 2018. EY audits reports on Eroll Grow Tech Ltd. For the fiscal year ended September 2017 and has become the auditors of the Company as well starting of the effective date.

RRBB audit reports on the Company’s financial statements for the fiscal years ended September 30, 2017 and September 30, 2016 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the reports contained an explanatory paragraph noting that there was substantial doubt as to the Company’s ability to continue as a going concern. During the years ended September 30, 2017 and September 30, 2016 and the subsequent interim period through the date of RRBB dismissal, there were no disagreements with RRBB on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of RRBB would have caused it to make reference to the subject matter thereof in connection with its report.

During the years ended September 30, 2017 and September 30, 2016 and the subsequent interim period through the date of RRBB’s dismissal, neither the Company nor anyone acting on its behalf consulted EY regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements.

Item 9A. Controls and ~~Procedures~~.Procedures.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of our Annual Report on Form 10-K, an evaluation was carried out by management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) as of September 30, ~~2016.~~2018. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

During evaluation of disclosure controls and procedures as of September 30, ~~2016~~2018 conducted as part of our annual audit and preparation of our annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures and concluded that our disclosure controls and procedures were ~~not~~ effective. Management determined that at September 30, 2016, we had a material weakness that relates to the relatively small number of employees who have bookkeeping and accounting functions and therefore prevents us from segregating duties within our internal control system.

Management is responsible for the preparation and fair presentation of the financial statements included in this annual report. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s judgment and estimates concerning effects of events and transactions that are accounted for or disclosed.

Management is also responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting includes those policies and procedures that pertain to our ability to record, process, summarize and report reliable data. Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

In order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most recently for its financial reporting as of September 30, ~~2016. This assessment was based~~2018.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on ~~criteria~~a timely basis.

The material weaknesses identified are described below.

Procedures for ~~effective~~Control Evaluation. Management has not established with appropriate rigor the procedures for evaluating internal controls over financial reporting. Due to limited resources and lack of segregation of duties, documentation of the limited control structure has not been accomplished.

Lack of Audit Committee. To date, the Company has not established an Audit Committee. It is management’s view that such a committee, including a financial expert, is an utmost important entity level control over the financial reporting process.

Insufficient Documentation of Review ProceduresWe employ policies and procedures for reconciliation of the financial statements and note disclosures.

Insufficient Information Technology Procedures. Management has not established methodical and consistent data back-up procedures to ensure loss of data will not occur.

As a result of the management evaluation of company internal control over financial reporting described inabove, the ~~Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this assessment,~~Company’s management has concluded that, as of September 30 ~~2016, we had a material weakness that relates to~~^th, 2018, the ~~relatively small number of employees who have bookkeeping and accounting functions and therefore prevents us from segregating duties within our~~Company’s internal control ~~system. The inadequate segregation of duties is a weakness because it could lead to~~over financial reporting was not based on the ~~untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.~~criteria in Internal Control – Integrated Framework issued by COSO.

This ~~annual report filed on Form 10-K~~Annual Report does not include an attestation report of ~~the Company’s~~our independent registered public accounting firm regarding internal control over financial reporting. ~~Management’s report was~~We were not ~~subject~~required to ~~attestation by~~have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to ~~temporary~~the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this ~~annual report.~~Annual Report.

As of the end of the period covered by this report, there have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended September 30, 2018, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

None

Mr. ~~Conrad~~Levy has served as our ~~President, Sole~~ Director ~~CFO,~~& CEO since ~~our inception (January 16, 2015).~~September 14^th, 2018. Mr. ~~Conrad has been involved~~Levy is a renowned entrepreneur and CEO with extensive executive business experience in the ~~insurance~~international environmental and ~~risk management advisory~~the green industry markets. He owns several factories with ongoing operations in Israel and overseas and has special expertise in the recycling of plastic PET and HDPE High quality flakes for food applications.

Mr. Birenberg has 18 years of executive experience as CFO, VP Finance, Financial Controller and Auditor of public and private international Companies and brings a wealth of knowledge in Strategic business analysis, budget planning and control, accounting, and taxation issues. Mr. Birenberg served as a CFO for ~~over 15 years. From 2009 through today,~~Radcom (NSDK: “RDCM”), as well as senior financial positions in Hewlett Packard, SunGard, Ormat and Ernst & Young. Mr. ~~Conrad has spent most~~Birenberg holds a BA and M.B.A in Accounting and Business Management from the College of ~~his time advising businesses~~Management in Israel and individuals on risk management. During that time, Mr. Conrad has been a registered insurance agent whose responsibilities included business development, recruiting, client services and chief operating officer.is an Israeli Certified CPA.

The minimum number of directors we are authorized to have is one, and ~~the maximum is three. In no event may we have less than one director. Although~~although we anticipate appointing additional directors in the near future, as of the date hereof we have one director, Mr. Sean Conrad. We considered Mr. Conrad’s prior insurance and risk management consulting experience were important factors in concluding that he was qualified to serve as one of our directors.

~~Concurrent~~All proceedings of the board of directors for the fiscal year ended September 30, 2018 were conducted by resolutions consented to in writing by our board of directors and filed with ~~having sufficient members~~the minutes of the proceedings of our board of directors. Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by the board of directors.

The Company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The Company’s board of directors believes that, given the stage of our development, a specific nominating policy would be premature and ~~resources,~~of little assistance until our ~~Board~~business operations develop to a more advanced level. The Company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with the Company’s board of directors may do so by directing a written request addressed to any of our Directors ~~intends~~at the address appearing on the first page of this registration statement.

We do not have a standing audit committee. Our directors perform the functions usually designated to ~~establish~~an audit committee. Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K, nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD Rules.

We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our board of directors does not believe that it is necessary to have an audit committee ~~and a compensation committee. The~~because management believes that the functions of an audit ~~committee will review the results and scope of the audit and other services provided~~committees can be adequately performed by the ~~independent auditors and review and evaluate the system~~board of internal controls. The compensation committee will review and recommend compensation arrangements for the officers and employees. No final determination has yet been made as to the memberships of these committees or whendirectors. In addition, we ~~will have sufficient members to establish committees. We~~ believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we ~~will need a minimum of three independent directors~~have not generated positive cash flow to ~~have effective committee systems.~~date.

As ofwe generate revenue in the ~~date hereof,~~future, we ~~have not established any Board committees.~~

The Company has adopted a Code of Ethics for Senior Financial Officers that is applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Delaware.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Delaware law, we have been advised that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

The OTCBB ~~on which we plan to have~~where our ~~shares of common~~ stock is quoted does not currently have any director independence requirements.

No member of ~~management~~the Board of Directors will be required by us to work on a ~~full time~~full-time basis. Accordingly, certain conflicts of interest may arise between us and our ~~officer(s) and~~ director(s) in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although ~~management~~Directors time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer's understanding of his/her fiduciary duties to us.

Currently we have only one, ~~officer and one director (both of whom are the same person),~~ and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

None of our directors or executive officers has, during the past ten years:

WeAs of September 30, 2018, we had ~~17,347,500~~15,000,000 shares of common stock outstanding which ~~are~~was held by ~~two~~50 shareholders. The chart below sets forth the ownership, or claimed ownership, of certain individuals and entities. This chart discloses those persons known by the board of directors to have, or claim to have, beneficial ownership of more than 5% of the outstanding shares of our common stock as of September 30, ~~2016;~~2018; of all directors and executive officers of ~~GRCR;~~SEEDO CORP; and of our directors and officers as a group.

~~Presently, our sole officer and director provides office space to the~~The Company ~~for~~has no ~~charge. However, we do not have a written lease agreement. Our mailing address is 1771 Post Rd East #178, Westport CT 06880.~~business relations or activity with any affiliates.

The following table indicates the fees paid by us for services performed for the:

Year Ended
September 30, 2016

Since inception (1/16/15) through September
30, 2015

Audit Fees
$8,500
$7,500
All Other Fees
  1,500
  1,000



Total
$10,000
$7,500

Delaware		47-2847446
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~1771 Post Rd East #178 Westport CT~~ HaCarmel 2 Yokneam, Israel 20692		06880
(Address of principal executive offices)		(Zip Code)

Large accelerated ~~filter~~filer ☐		Accelerated ~~filter~~filer ☐
Non-accelerated ~~filter~~filer ☐ (Do not check if a smaller reporting company)		Smaller reporting company ☒

Class		Outstanding ~~January 13, 2017~~December 31, 2018
Common Stock, $0.001 par value per share		~~2,926,500~~ 16,250,148 shares

	●•	the availability and adequacy of capital to support and grow our business;
	●•	economic, competitive, business and other conditions in our local and regional markets;
	●•	actions taken or not taken by others, including competitors, as well as legislative, regulatory ~~judicial and other governmental authorities;~~ bodies
	●•	competition in our industry;
	●•	Changes in our business and growth strategy, capital improvements or development plans;
	●•	the availability of additional capital to support development; and
	●•	other factors discussed elsewhere in this annual report.

Item 1.	Business.	3
Item 1A.	Risk Factors.	35
Item 1B.	Unresolved Staff Comments.	35
Item 2.	Properties.	35
Item 3.	Legal Proceedings.	35
Item 4.	~~Submission of Matters to a Vote of Security Holders~~ Mine Safety Disclosures.	35
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	45
Item 6.	Selected Financial Data.	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	47
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	912
Item 8.	Financial Statements and Supplementary Data.	912
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	1013
Item 9A.	Controls and Procedures.	1013
Item 9B.	Other Information.	1214
Item 10.	Directors, Executive Officers and Corporate Governance.	1315
Item 11.	Executive Compensation.	1317
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	1418
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	1518
Item 14.	Principal Accounting Fees and Services.	1518
Item 15.	Exhibits, Financial Statement Schedules.	1519
SIGNATURES		1620

	Seedo: Automated home growing device
	·	Automated home growing device.
	·	Simplifying the seed to harvest process with seamless technology
	·	Growth cycle operated and monitored by Mobile App
	·	Self-regulating climate control system
	·	No User intervention necessary
	·	No prior knowledge needed
	·	Simple installment – water, electricity and Wi-Fi
	·	Pesticide Free
	·	Thousands of units pre-ordered – First customer shipments in Q1 2019 (Nov 2018)

QUARTER ENDED	HIGH		LOW

September 30, 2018	$	0.05	$	0.05
June 30, 2018	$	0.05	$	0.05
March 31, 2018	$	0.05	$	0.05
December 31, 2017	$	0.05	$	0.05
September 30, 2017	$	0.05	$	0.05

ASSETS
	9/30/16	9/30/15
CURRENT ASSETS:
Cash or cash equivalents	$13,973	$18,483
Accounts receivable, net	-	10,000
Prepaid expense	-	5,000
TOTAL CURRENT ASSETS	13,973	33,483

Fixed assets, net	838	2,514
TOTAL ASSETS	$14,811	$35,997

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$15,129	$1,000
Accrued taxes	320	3,599
TOTAL CURRENT LIABILITIES	15,449	4,599

TOTAL LIABILITIES	15,449	4,599

STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.0001 par value, 15,000,000 shares authorized,
none issued and outstanding	-	-
Common stock, $.0001 par value, 500,000,000 shares authorized,
17,347,500 and 17,000,000 shares issued and outstanding,
as of September 30, 2016 and September 30, 2015	1,735	1,700
Additional paid-in capital	16,740	13,300
Common stock subscribed	36,400	-
Retained earnings (deficit)	(55,513)	16,398
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(638)	31,398
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$14,811	$35,997

	Year Ended September 30, 2016	From Inception (January 16, 2015) to September 30, 2015

Revenues:
Professional service revenues	$130,000	$108,050
Expense reimbursement	7,522	2,125
Total Revenues	137,522	110,175

Cost of revenues	80,700	52,557
Cost of revenues from a related party	8,870	4,650
Gross Profit	47,952	52,968

Operating expenses:
Stock based compensation	3,475	-
Depreciation	1,676	1,257
General and administrative	113,791	31,714
General and administrative costs from a related party	4,200	-
Total operating expenses	123,142	32,971

Income (Loss) from operations	(75,190)	19,997

Income (Loss) before taxes	(75,190)	19,997
Current income tax expense(benefit)	(3,279)	3,599
Deferred income expense (benefit)	-	-
Income tax (benefit)	(3,279)	3,599

Net income (loss) applicable to common shareholders	(71,911)	16,398

Net income (loss) per share - basic and diluted	$(0.00)	$(0.00)

Weighted number of shares outstanding -
Basic and diluted	17,268,479	17,000,000

						Common	Retained
	Preferred Stock		Common		Paid-In	Stock	Earnings	Stockholders'
	Shares	Par Value	Shares	Par Value	Capital	Subscribed	(Deficit)	Equity(Deficit)

Balance at Inception, January 16, 2015	-	$-	0	$-	$-	$-	$-	$-

Issuance of common stock			17,000,000	1,700	13,300			15,000
Net income for period	-	-					16,398	16,398
	-	-
Balance September 30, 2015	-	$-	17,000,000	$1,700	$13,300	$-	$16,398	$31,398

Issuance of common stock for services			347,500	35	3,440			3,475
Common stock subscribed						36,400		36,400
Net loss for period	-	-					(71,911)	(71,911)

Balance September 30, 2016	-	$-	17,347,500	$1,735	$16,740	$36,400	$(55,513)	$(638)

	For the year ended September 30, 2016	From inception (January 16, 2015) to September 30, 2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$(71,911)	$16,398
Adjustments to reconcile net income(loss) to cash (used in) provided by operating activities:

Stock based compensation	3,475	-
Depreciation	1,676	1,257

Change in operating assets and liabilities:
Accounts receivable	10,000	(10,000)
Prepaid expenses	5,000	(5,000)
Accounts payable and accrued expenses	14,129	1,000
Income tax payable	(3,279)	3,599
Net cash (used in) provided by operating activities	(40,910)	7,254

CASH FLOW FROM INVESTING ACTIVITIES:
Equipment purchases	-	(3,771)
Net cash (used in) investing activities	-	(3,771)

CASH FLOW FROM FINANCING ACTIVITIES:
Common stock subscribed	36,400	-
Proceeds from issuance of common stock	-	15,000
Net cash provided by financing activities	36,400	15,000

NET INCREASE (DECREASE) IN CASH	(4,510)	18,483

CASH AND CASH EQUIVALENTS at beginning of period	18,483	-
CASH AND CASH EQUIVALENTS at end of period	$13,973	$18,483

Supplemental disclosure of cash flow information
Cash paid for:
Interest	-	-
Income Taxes	-	-

	For the year ended September 30, 2016	From inception (January 16, 2015) to September 30, 2015

Tax Provision (Benefit):
Current Federal-State	(3,279)	3,599
Deferred Tax Benefit	(9,992)	-
Change in valuation allowance	9,992	-
Total tax provision (benefit)	(3,279)	3,599

The Company had deferred income tax benefit as September 30 2016 as follows:

Loss carry-forwards		$(9,992)
Less - valuation allowance		9,992

Total net deferred tax assets		$-

Name	Age	Title

*Sean Conrad	3538	~~Chairman,~~ Chief Executive Officer ~~(principal executive officer) and~~
Zohar Levy	47	Chief Executive Officer
Uri Birenberg	43	Chief Financial Officer ~~(principal financial officer)~~

						Stock		All Other
Name and Principal Position	Year	Salary		Bonus		Awards		Compensation		Total

Zohar Levy, Director, CEO	2018	$	167	$	–		–	$	–	$	167
Uri Birenberg, CFO *	2018	$	36	$	–		–	$	–	$	36

Name	Number of Shares(1)	% Ownership	Number of Shares (1)		% Ownership

SCM Holdings II, LLC (2)	17,000,000	98%
Zohar Levy				3,951,101		26.34	%
Uri Zeevi				1,961,670		13.08	%
Micha Maman				1,804,366		12.03	%
All officers and directors	17,000,000	98%		7,717,137		51.45	%
Cannabics Pharmaceutical Inc.				2,040,000		13.6	%

~~(A)~~	~~Any of our directors or officers;~~
~~(B)~~	~~Any proposed nominee for election as our director;~~
~~(C)~~	~~Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or~~
~~(D)~~	Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our company.

	Year Ended September 30, 2016	Since inception (1/16/15) through September 30, 2015

Audit Fees	$8,500	$7,500
All Other Fees	1,500	1,000

Total	$10,000	$7,500

	Year Ended September 30, 2018		Year Ended September 30, 2017

Auditing fees		25		12
Tax Services fees		20		5
Audit related Fees		110		0

Total		155		17

Exhibit Number		Description

~~31.1~~31.1**		Rule 13a-14(a) Certification of the Chief Executive ~~and Financial~~ Officer
~~32.1~~31.2**		Rule 13a-14(a) Certification of the Chief Financial Officer
32.1*		Section 1350 Certification of Chief Executive ~~and~~Officer
32.2*		Section 1350 Certification of Chief Financial Officer

*	Filed along with this document
		~~Principal Financial Officer~~
		~~Principal Accounting Officer~~

	~~GRCR PARTNERS INC~~

~~Dated:~~Date: January ~~13, 2017~~15, 2019	By:	/s/~~SEAN CONRAD~~ Zohar Levy
		~~Sean Conrad~~
		Zohar Levy, Director Chief Executive ~~and Financial~~ Officer ~~Director~~

		/s/ Uri Birenberg
		Uri Birenberg, Chief Financial Officer Chief Financial Officer

~~Signature~~	~~Title~~	~~Date~~
~~/s/Sean Conrad~~ ~~Sean Conrad~~	~~Chief Executive Officer and Accounting Officer, Director~~	~~January 13, 2017~~