UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark One)

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

For the quarterly period ended ~~March~~September 3130, 2017

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

For the transition period from ____________ to ________________

Commission file number: 333-190547

SweeGen, Inc.
(Exact name of registrant as specified in its charter)
Nevada		80-0910515
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
30321 Esperanza Avenue, Rancho Santa Margarita, CA 92688
(Address of principal executive offices)
949-709-0583
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] . No . [ ]

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). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “ emerging growth company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer .[ ] Accelerated filer .[ ] Non-accelerated filer .[ ~~Smaller~~] ~~reporting company X .~~ (Do not check if a smaller reporting company) Smaller reporting company [X] Emerging growth company [X .]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. . [ ]

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

As of ~~May~~November 1620, 2017, there are 25,~~503~~660,~~453~~582 shares of the issuer's common stock, par value $0.001, outstanding.

EXPLANATORY NOTE

SweeGen, Inc., formerly Aceway Corp., is a voluntary filer of reports required of companies with public securities under Sections 13 or 15(d) of the Securities Exchange Act of 1934 as amended.

SWEEGEN, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited).	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	1817
Item 4.	Controls and Procedures.	1817
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	1819
Item 1A.	Risk Factors.	1819
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	1819
Item 3.	Defaults Upon Senior Securities.	1819
Item 4.	Mine Safety Disclosures.	19
Item 5.	Other Information.	19
Item 6.	Exhibits.	1920
	SIGNATURES	19
	Signatures	21

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

SWEEGEN, INC.
(Formerly Aceway Corp.)
Consolidated Balance Sheets
		March 31, 2017			June 30, 2016
		September 30, 2017		June 30, 2017
ASSETS		(Unaudited)
CURRENT ASSETS
Current Assets:
Cash	$	~~728~~171,101	$	$10,450	~~683,542~~
Prepaid expenses		-			21,206
Accounts receivable		1,308,101		-
TOTAL ASSETS	$	728		$	704,748
Inventory		3,763		-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Total Current Assets		1,482,965		10,450
LIABILITIES
Long Term Assets:
Current Liabilities:
Property & Equipment		5,200		-
Accounts payable and accrued expenses	$	36,472		$	517,404
Total Long Term Assets		5,200		-
Deferred Revenue		399,966			-
TOTAL ASSETS	$	1,488,165	$	10,450
Derivative liability		-			1,505
LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)
Earnest money deposit		-			2,000,000
LIABILITIES
Total Current Liabilities		436,438			2,518,909
Current Liabilities:
Long Term Liabilities:
Accounts payable and accrued expenses	$	125,015	$	78,884
Deferred Revenue		1,465,084			-
Due to related parties		416,952		186,514
Total Long Term Liabilities		1,465,084			-
Total Current Liabilities		541,967		265,398
TOTAL LIABILITIES		1541,~~901,522~~967		265,398	~~2,518,909~~
COMMITMENTS AND CONTINGENCIES (see Note 7)
COMMITMENTS AND CONTINGENCIES (see Note 2)
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' EQUITY / (DEFICIT)
Common Stock, 75,000,000 shares authorized; par value $0.001; 25,503,453 and 25,336,234 issued and outstanding at March 31, 2017 and June 30, 2016, respectively		25,503			25,336
Common Stock, 75,000,000 shares authorized; par value $0.001; 25,643,580 and 25,503,453 issued and outstanding at September 30, 2017 and June 30, 2017, respectively		25,643		25,503
Additional paid in capital		~~(26~~3,~~841)~~621,170		1,972,992	~~(26,841)~~
Accumulated deficit		(12,~~899~~700,~~456~~615)		(2,253,443)	~~(1,812,656)~~
Total Stockholders' Deficit		(1,900,794)			(1,814,161)
Total Stockholders' Equity / (Deficit)		946,198		(254,948)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	728		$	704,748
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY / (DEFICIT)	$	1,488,165	$	10,450
The accompanying notes are an integral part of these consolidated financial statements.

SWEEGEN, INC.
(Formerly Aceway Corp.)
Consolidated Statements of Operation
Consolidated Statements of Operations
(Unaudited)
		Three Months Ended March 31,					Nine Months Ended March 31,
		Three Months Ended September 30
		2017		2016	~~2016~~		~~2017~~		~~2016~~
REVENUES	$	98,622		$	-	$	134,783	$	-
Revenues	$	1,417,801	$	-
OPERATING EXPENSES:
Cost of Goods Sold		1,369,839		-
Research and development		-			1,000,000		-		1,000,000
Gross Profit		47,962		-
General and administrative		87,582			66,896		223,088		101,448
OPERATING EXPENSES:
Total operating expenses		87,582			1,066,896		223,088		1,101,448
Research and development		59,291		-
Net income (loss) before other income (expense)		11,040			(1,066,896)		(88,305)		(1,101,448)
General and administrative		433,704		32,917
Other income: Change in fair value of warrants		-			-		1,505		-
Total operating expenses		492,995		32,917
NET INCOME (LOSS)	$	11,040		$	(1,066,896)	$	(86,800)	$	(1,101,448)
Net loss before income taxes		(445,033)		(32,917)
Net loss per share (Basic and Diluted)	$	0.00		$	(0.04)	$	(0.00)	$	(0.04)
Income taxes		2,139		-
Weighted average number of shares outstanding		25,503,453			25,336,234		25,411,299		25,336,234
NET LOSS	$	(447,172)	$	(32,917)
The accompanying notes are an integral part of these consolidated financial statements.
Net loss per share (Basic and Diluted)	$	(0.02)	$	(0.00)
Weighted Average Number of Shares
Outstanding - Basic and Diluted		25,579,609		25,336,234
The accompanying notes are an integral part of these consolidated financial statements.

SWEEGEN, INC.
(Formerly Aceway Corp.)
Consolidated Statements of Cash Flows
(Unaudited)
		Nine Months Ended March 31,
		Three Months Ended September 30
		2017		2016	~~2016~~
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(86447,~~800~~172)	$	$(32,917)	~~(1,101,448)~~
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to
Change in prepaid expenses		21,206			-
net cash (used in) / provided by operating activities:
Change in accounts payable and accrued expenses		(480,932)			995,800
Increase (decrease) in cash due to change in:
Change in earnest money deposit		(2,000,000)			-
Accounts Receivable		(1,308,101)		-
Change in deferred revenue		1,865,050			-
Inventory		(3,763)		-
Change in fair value of derivative liability		(1,505)			-
Accounts payable and accrued expenses		46,131		(505,891)
Net cash used in operating activities		(682,981)			(105,648)
Due to related parties		230,438		-
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash (used in) provided by operating activities		(1,482,467)		(538,808)
Net proceeds from sale of common stock		167			-
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from related parties		-			105,648
Property & Equipment		(5,200)		-
Net cash provided by financing activities		167			105,648
Net cash provided by investing activities		(5,200)		-
Net change in cash		(682,814)			-
CASH FLOWS FROM FINANCING ACTIVITIES
Cash, beginning of the period		683,542			-
Net proceeds from sale of common stock		1,648,318		-
Cash, end of the period	$	728		$	-
Net cash provided by financing activities		1,648,318		-
Supplemental Disclosures:
Net change in cash		160,651		(538,808)
Cash paid for interest	$	-		$	-
Cash, beginning of the period		10,450		683,542
Cash paid for income taxes	$	-		$	-
Cash, end of the period	$	171,101	$	144,734
The accompanying notes are an integral part of these consolidated financial statements.
Supplemental Disclosures:
Cash paid for interest		-		-
Cash paid for income taxes	$	800	$	-
The accompanying notes are an integral part of these consolidated financial statements.

SWEEGEN, INC.

Notes to the Consolidated Financial Statements

~~March~~September 3130, 2017

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

~~SweeGen,~~Throughout ~~Inc.,~~this ~~formerly~~Quarterly ~~Aceway~~Report ~~Corp. (the "Company"), is a Nevada corporation incorporated~~ on ~~April~~Form 110-Q, ~~2013.~~the Onterms ~~December 23~~“SWEE”, ~~2014~~“Registrant,” ~~the Company entered into a share exchange agreement (the~~ “~~Exchange Agreement~~we,”) ~~with Phytosub~~“us,” ~~Inc. (~~“~~Phytosub”)~~our,” and “the ~~shareholder of Phytosub (the “Phytosub Shareholder~~Company”), ~~pursuant~~refer to ~~which the Phytosub Shareholder transferred all of the issued and outstanding capital stock of Phytosub to the Company in exchange for 25~~SweeGen,~~000,000~~ ~~shares of common stock of the Company~~Inc. ~~The transaction closed on December 23~~, ~~2014. As~~ a ~~result, Phytosub, a~~ Nevada corporation ~~formed~~that onwas ~~December~~formerly 5,known ~~2014,~~as ~~became~~Aceway aCorp. ~~wholly~~prior ~~owned~~to ~~subsidiary~~its ofname ~~the~~change ~~Company~~in ~~and~~December ~~the~~2014. ~~Phytosub~~The ~~Shareholder~~term ~~(the~~ “~~Majority~~Business ~~Shareholder~~Commencement”) ~~acquired~~refers ato ~~controlling~~the ~~interest~~date in the Company ~~(the~~commenced ~~“Share~~business ~~Exchange”). For accounting purposes, the Share Exchange was treated as an acquisition of Aceway Corp. and a recapitalization of PhytoSub. PhytoSub is the accounting acquirer and the results of its~~ operations ~~carryover.~~(December ~~Accordingly~~5, ~~the operations of Aceway Corp~~2014). ~~are not carried over and have been adjusted to $0.~~

OnThe ~~December 23, 2014, the~~ Company ~~entered~~is ~~into~~ a ~~purchase~~development ~~agreement~~stage ~~(the~~business-to-business ~~“Purchase~~company ~~Agreement”)~~dedicated ~~with~~to ~~Armando~~the ~~Espinoza~~development, aproduction ~~former officer~~ and ~~director~~distribution of ~~the Company~~nature-based, ~~pursuant~~non-caloric tosweeteners ~~which~~for the ~~Company~~food, ~~sold~~flavor and ~~transferred~~beverage ~~all assets of the Company existing prior to the consummation of the Share Exchange to Mr~~industries. ~~Espinoza.~~ The ~~transaction~~Company’s ~~closed~~robust onproduct ~~December 23~~pipeline, ~~2014.~~intellectual Inproperty ~~consideration for the transfer of such assets~~portfolio, ~~Mr.~~and ~~Espinoza~~manufacturing ~~(i)~~resources ~~surrendered~~in ~~for~~Asia ~~cancellation~~provide ~~25,000,000 shares of~~ the Company’s ~~common~~with ~~stock~~its ~~owned~~foundation byfor ~~him;~~innovation and ~~(ii)~~delivery ~~assumed any and all liabilities~~ of ~~the~~high-quality ~~Company~~sweeteners. ~~existing~~In ~~prior~~response to ~~the~~increasing ~~consummation~~global ofsugar ~~the~~reduction ~~Share~~demand, ~~Exchange~~the ~~and~~Company ~~agreed~~intends to ~~assume~~seek, ~~any~~develop and ~~all~~acquire, ~~liabilities~~completely ofor ~~the~~a ~~Company~~substantial ~~later~~interest ~~asserted~~in, ~~against~~companies ~~the~~or ~~Company~~assets that ~~related~~would tobenefit ~~the~~from ~~Company’s~~or ~~operations~~that ~~prior~~can tobe ~~the~~developed ~~consummation~~using of the ~~Share~~knowledge ~~Exchange. Due to the cancellation of Mr. Espinoza’s 25,000,000 shares~~ and ~~the~~expertise ~~issuance~~ of ~~25,000,000 shares to Phytosub pursuant to~~ the ~~Exchange Agreement, the~~ Company’s ~~issued~~management ~~and outstanding shares of common stock was 35,000,020 after giving effect to the transactions described above~~resources.

OnThe ~~December~~Company’s ~~23,~~most ~~2014,~~significant ~~twenty-nine~~recent ~~(29)~~business ~~Aceway~~development ~~Corp.~~is ~~shareholders~~the ~~delivered~~commercialization ~~certificates and signed stock powers agreeing to cancel 9,663,786 shares~~ of ~~their~~high ~~common~~purity ~~stock~~stevia atsweetener ~~any~~products ~~time~~known ~~that~~as ~~the~~Rebaudioside ~~Company~~M ~~wanted~~and toRebaudioside ~~cancel~~D ~~such shares. In February 2016,~~ (the ~~Company cancelled the 9,663,786 shares~~“Products”). ~~The~~Major ~~Company’s~~achievements ~~issued and outstanding shares of common stock totaled 25,336,234 after giving effect to the cancellation.~~include:

~~The~~January ~~Company~~2017: is a ~~development~~customer ~~stage~~of business-to-business company that intends to leverage its extensive experience and resources in managing and developing large and small private and public companies; pathway engineering; microbial platform development; and developing and supplying ingredients and biological products in the ~~field of sweeteners to be used in its customers’ finished products. The~~ Company ~~intends~~began ~~to seek, develop and acquire, completely or a substantial interest in, companies or assets that would benefit from or that can be developed~~ using the ~~knowledge~~Rebaudioside ~~and~~M ~~expertise~~Product ofin ~~the~~a ~~Company’s~~bottled ~~management~~beverage ~~resources~~trial.

~~The~~February ~~Company’s~~2017: ~~most significant recent business development is~~ the ~~development~~U.S. ~~and~~FDA ~~manufacture~~issued of a ~~high~~GRAS ~~purity~~(Generally ~~stevia~~Recognized ~~sweetener~~as ~~Rebaudioside M and Rebaudioside D product (the “Products”~~Safe). AtNo ~~the~~Objection ~~end~~Letter offor ~~January 2017, a customer of~~ the Company’s ~~began~~Rebaudioside ~~using~~M ~~the~~ Product ~~in a bottled beverage trial~~. In February 2017, the Product received FDA no objection letter. The Company anticipates receiving additional regulatory approvals in other countries as well as orders for the Product in the near future.

OnJuly ~~November~~2017: ~~28, 2016,~~ the Company ~~entered into a 5-year distribution agreement (the “Distribution Agreement”) with Ingredion Incorporated (“Ingredion”) pursuant to which Ingredion will serve as the Company~~’s ~~global~~Rebaudioside ~~distributor~~D ~~for~~Product ~~the~~obtained ~~Products. Pursuant to the terms of the Distribution Agreement, Ingredion will serve as the exclusive distributor of the Products other than to the Company’s intended in~~self-~~house~~confirmed ~~accounts~~GRAS ~~(the “House Accounts”) and other than within the People’s Republic of China (the “PRC”)~~status. The Company’s House Accounts are entities with whom the Company is in active discussions regarding direct distribution of the Products. Ingredion will serve as a non-exclusive distributor of the Products in the PRC. The parties intend to initiate distribution pursuant to the terms of the Distribution Agreement within the United States and expand as the parties collaborate on respective regulatory approvals for the Products in other markets.

July 2017: the Company’s Rebaudioside M Product received regulatory approval in Canada.

August 2017: the Company’s Rebaudioside M Product received Non-GMO Project Verification.

October 2017: the U.S. FDA issued a GRAS No Objection Letter for the Company’s Rebaudioside D Product.

October 2017: the Company’s Rebaudioside M Product received regulatory approval in Mexico.

On April 17, 2016, the Company received a $2,000,000 earnest money deposit from Ingredion Incorporated (“Ingredion”) in connection with the parties’ discussions of potential business initiatives and developments. In addition, the Company issued two warrants to purchase shares of the Company’s common stock, $0.001 par value per share. Each warrant provided Ingredion the right to acquire 0.33% of the Company’s total outstanding common stock on the exercise date, for a total of 0.66% of the total outstanding common stock on the exercise date, equal to 167,219 shares of common stock. The Company recorded a $2,000,000 liability as of June 30, 2016 for this earnest money deposit.

On November 28, 2016, the Ingredion business relationship agreements were finalized with the execution of a 5-year distribution agreement (the “Distribution Agreement”), in which Ingredion will serve as the Company’s global distributor for the Products. Pursuant to the terms of the Distribution Agreement, Ingredion will serve as the exclusive distributor of the Products other than to the Company’s intended in-house accounts (the “House Accounts”) and other than within the People’s Republic of China (the “PRC”). Ingredion will serve as a non-exclusive distributor of the Products in the PRC.

On November 29, 2016, Ingredion exercised the warrants to purchase 167,219 shares of the Company’s $.001 par value common stock. As such, the $2,000,000 earnest money deposit liability was eliminated and a deferred revenue liability was established in the amount of $1,999,833, to be recorded as revenue over the 5-year term of the Distribution Agreement. The remaining $167.00 was used as consideration for the exercise of the warrants and recorded to common stock for the par value of the 167,219 shares of common stock that Ingredion purchased. As discussed in the Company’s 10-K dated June 30, 2017 (Note 2 to the Consolidated Financial Statements), in the fourth quarter of fiscal year 2017 the Company corrected the accounting treatment to record the $2,000,000 as a sale of equity. As such, the Deferred Revenue Liability of $1,865,050 as of March 31, 2017, Revenue amounts of $36,161 recorded in the second quarter of 2017 and $98,622 recorded in the third quarter of 2017 were reclassified to Additional Paid In Capital in the total amount of $1,999,833.

On April 21, 2017, the Company’s majority shareholder (the “Majority Shareholder”) transferred 850,115 shares of common stock to Amyris, Inc. in satisfaction of a $10,000,000 debt that one of the Majority Shareholder’s wholly owned companies owed to Amyris.

On August 11, 2017, the Company completed a private placement sale of 140,127 shares of its common stock, $0.001 par value per share, generating proceeds of $1,648,318.

~~SWEEGEN~~On August 16, ~~INC~~2017, the Company entered into a Stevia Sweetener Business Separation Binding Term Sheet (the “Term Sheet”) with Phyto Tech Corp. d/b/a Blue California (“Blue California”), a corporation controlled by the Company’s Majority Shareholder. Pursuant to the Term Sheet, the parties agreed to certain transfers and licenses to consolidate substantially all Rebaudioside A, Rebaudioside M, and potentially Rebaudioside D related tangible and intangible assets and manufacturing resources in the Company. The Company and Blue California intend to enter into one or more additional agreements to more fully set forth the terms and conditions of the transactions (the “Closing Documents”), which will supersede the Term Sheet, but intend that the Term Sheet be binding. The Closing Documents shall contain such terms and conditions as the parties may mutually agree, including standard representations, warranties and covenants. All pricing in the Closing Documents shall be based upon a valuation performed by an independent third-party valuation firm mutually selected by the parties, and the valuation firm shall determine the outcome of any pricing disputes not resolved by the 65th day following the date of the Term Sheet, which the Company and Blue California later agreed to extend beyond the originally agreed 65th day following the date of the Term Sheet. In addition, the Company agrees to include in the Closing Documents a grant to its affiliate manufacturer in Asia of a non-exclusive, non-transferable and non-sublicensable sub-license to use all the existing know-how, patent registrations, patent applications and other proprietary technologies for the purpose of manufacturing of the Products in the territory of such manufacturer’s domicile of entity organization only for sale to the Company or the Company’s designated customers.

~~Notes~~On August 16, 2017, the Company and another company owned by the Majority Shareholder (“Conagen”) entered into a First Amendment to Inter-Company Patent License Agreement dated November 28, 2016 (the ~~Consolidated~~“Amendment”). ~~Financial~~The ~~Statements~~Amendment expands the field of use from flavoring for foods and beverages to use as flavors or sweeteners in food and beverages. The Amendment also altered the royalty structure, eliminating the annual $2,000,000 minimum royalty requirement and adding an annual $15,000,000 maximum royalty limitation. The royalty calculation also changed from a tiered system of royalty percentages that decline annually to a flat 5% royalty on net sales. Royalty payments were also revised from semi-annual payments due within 60 days of the end of each royalty period to annual payments based upon the Company’s fiscal year due within 90 days of the end of each royalty period.

~~March~~In 31July, 2017 the Company commenced shipping products for revenues. Based on available customer consent, and in connection with the closing of definitive documents of the contemplated Term Sheet, certain purchase orders were placed with the Company. As further described in Note 6, Related Party Transactions, most of the inventory associated with such purchase orders was purchased from Blue California and subsequently shipped to customers. In the future the Company intends to purchase this material directly from the manufacturer for purchase order fulfillment.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue and Deferred Revenue

The Company receives payments in advance of issuing distribution agreements for its product which is considered deferred revenue. The Company then recognizes revenues from these agreements ratably over the expected life of the agreement beginning on the commencement date of the distribution agreement, when distribution rights are considered transferred to the distributor. The Company recognizes product sales revenues at the time title to the goods and all risks of ownership transfer to the customer. This transfer is considered complete when a sales agreement is in place, delivery has occurred, pricing is fixed or determinable and collection is reasonably assured.

Unaudited Interim Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by GAAP for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the results of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Basis of Presentation

The capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the Share Exchange in the basic and diluted weighted-average shares, effective December 23, 2014.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of SweeGen, Inc., and its wholly owned subsidiary Phytosub. All significant inter-company balances and transactions have been eliminated.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to investment tax credits, bad debts, income taxes and contingencies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

~~Cash~~Unaudited ~~and~~Interim ~~Cash~~Financial ~~Equivalents~~Statements

~~Cash~~The ~~and~~accompanying ~~cash~~unaudited ~~equivalents~~financial ~~include~~statements ~~cash~~have inbeen ~~banks,~~prepared ~~money~~in ~~market~~accordance ~~funds, and certificates of term deposits~~ with ~~maturities~~U.S. ofGAAP ~~less~~for ~~than~~interim ~~three~~financial ~~months~~information ~~from~~and ~~inception,~~with ~~which~~the ~~are~~instructions ~~readily convertible~~ to ~~known~~Form ~~amounts~~10-Q ofand ~~cash~~Regulation ~~and~~S-X. ~~which~~Accordingly, in the ~~opinion~~financial ofstatements ~~management,~~do ~~are~~not ~~subject~~include toall ~~an insignificant risk~~ of ~~loss in value. As of March 31, 2017 and June 30, 2016,~~ the ~~Company~~information ~~had $728~~ and ~~$683,542,~~notes ~~respectively,~~required inby ~~cash~~U.S. ~~and~~GAAP nofor ~~cash~~complete ~~equivalents~~financial statements.

~~Net~~In ~~Loss~~the ~~Per~~opinion ~~Share~~of management, all adjustments consisting of ~~Common~~normal ~~Stock~~recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the results of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

The Company has adopted ASC Topic 260, Earnings per Share, which requires presentation of basic earnings per share on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying consolidated financial statements, basic earnings (loss) per share are computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

~~SWEEGEN,~~Revenue ~~INC.~~

~~Notes~~The Company recognizes operating revenues at the time title to the ~~Consolidated~~goods ~~Financial~~and ~~Statements~~all risks of ownership transfer to the customer. This transfer is considered complete when a sales agreement is in place, delivery has occurred, pricing is fixed or determinable and collection is reasonably assured.

~~March~~Cost ~~31,~~of ~~2017~~Goods Sold

Cost of Goods Sold includes cost of materials provided by external manufacturers. As discussed in Note 6 – Related Party Transactions, these materials are purchased from companies owned by the Majority Shareholder.

The Company has entered into royalty agreements with a third party and with Conagen (see Note 1, the Amendment). Royalty expenses related to these agreements are included in Cost of Goods Sold.

Inventories

Inventory is carried at the lower of cost or net realizable value. Cost is computed using the average cost method which approximates the first-in, first-out method.

Property and equipment and depreciation

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the estimated useful lives of depreciable assets.

Net Loss Per Share of Common Stock

U.S. GAAP requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying consolidated financial statements, basic earnings (loss) per share are computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic earnings per share:

		Nine Months Ended March 31, 2017			Nine Months Ended March 31, 2016
		Three Months Ended Sept 30, 2017		Three Months Ended Sept 30, 2016
Net loss	$	$(447,172)	~~(86,800)~~$	(32,917)	$	~~(1,101,448)~~
Weighted average common shares issued and Outstanding, Basic and Diluted		25,579,609	~~25,411,299~~	25,336,234		~~25,336,234~~
Net loss per share, Basic and Diluted	$	$(0.02)	-$	-	$	~~(0.04)~~

Basic net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. The Company did not have any potentially dilutive securities, such as options or warrants, issued and outstanding as of ~~March~~September 3130, 2017. Common stock equivalents totaling 167,220 (warrants issued to Ingredion Inc. on April 17, 2016 and ~~June~~outstanding on September 30, 2016) were not included in the diluted earnings per share in the September 2016 consolidated statement of operations due to the fact that the Company reported a net loss in fiscal year 2017 and to do so would be anti-dilutive for that period.

Share-~~Based~~based Expenses

~~ASC 718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share~~Share-based payment transactions ~~in which employee services are acquired. Transactions~~ include incurring liabilities, or issuing or offering to issue shares, options or other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the consolidated financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

~~The~~There ~~Company~~were ~~accounts~~no ~~for stock~~share-based ~~compensation~~expenses ~~issued~~for ~~to non-employees and consultants in accordance with~~ the ~~provisions~~period offrom ~~ASC~~Business ~~505-50,~~Commencement ~~Equity–Based Payments~~ to ~~Non-Employees.~~September ~~Measurement~~30, ~~of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued~~2017. ~~The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.~~

~~There were no share-based expenses for the period from inception (December 5, 2014) to March 31, 2017.~~8

Deferred Income Taxes and Valuation Allowance

~~The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”).~~ Under the asset and liability method ~~of ASC 740~~, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No net deferred tax assets or liabilities were recognized as of ~~March~~September 3130, 2017 orand June 30, ~~2016~~2017.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash ~~and cash equivalents~~ with financial institutions of high credit worthiness. At times, its cash ~~and cash equivalents~~ with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

8The Company’s current sales are primarily concentrated with our global distributor, Ingredion. Sales to Ingredion represent 98% of the total sales for the three months ended September 30, 2017, and include shipments to the U.S. and other international locations. Ingredion also represents 98% of the Company’s Accounts Receivable balance at September 30, 2017.

~~SWEEGEN~~The Company evaluates customer credit quality on a case-by-case basis, ~~INC~~and if warranted, intends to establish an allowance for amounts for which collection is considered doubtful. For the three months ended September 30, 2017, most of the shipment activity is with Ingredion, the Company’s global distributor, and therefore deemed a low credit risk. No allowance for doubtful accounts has been established as of September 30, 2017.

Notes to the Consolidated Financial Statements

March 31, 2017

Fair Value of Financial Instruments

~~The~~Assets ~~Company adopted ASC 820, Fair Value Measurements~~ and ~~Disclosures (“ASC 820”), for assets and~~ liabilities are measured at fair value on a recurring basis. ~~ASC~~U.S. ~~820~~GAAP establishes a common definition for fair value to be applied ~~to existing U.S. GAAP~~ that requires the use of fair value measurements, which establishes a framework for measuring fair value and expands disclosure about such fair value measurements.

~~ASC 820~~U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities

Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data

Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The carrying amounts reported in the balance sheet for cash, accounts receivable, accounts payable, and accrued liabilities approximate their estimated fair market value based on the short-term maturity of this instrument.

The derivative liability as of June 30, 2016 was the result of the warrants that were issued in April 2016 to Ingredion. The warrants had expiration dates of December 31, 2016. The warrants were exercised on November 30, 2016. The following table presents a reconciliation of the derivative liability measured at fair value on a recurring basis using significant unobservable input (Level 3) on June 30, 2016 and March 31, 2017:

	Conversion feature derivative liability
Balance June 30, 2016	$	1,505
Change in fair value		(1,505)
Balance March 31, 2017	$	-

Related Parties

The Company ~~follows~~maintains ~~ASC~~procedures ~~850, Related Party Disclosures,~~ for the identification of related parties and disclosure of related party transactions. ~~During~~As ~~the~~discussed ~~period~~in ~~from~~Note ~~inception~~6 ~~(December~~– 5Related Party Transactions, ~~2014)~~the toCompany ~~April~~has ~~21,~~business ~~2016,~~relationships awith ~~company~~companies owned by the Majority Shareholder, ~~loaned~~and the Company ~~$170,641~~will tooccasionally ~~pay~~record ~~for~~short-term ~~professional~~liabilities ~~fees~~resulting ~~and~~from ~~other~~these ~~general~~business ~~and~~transactions. ~~administrative~~All ~~expenses.~~amounts ~~The~~loaned to the Company ~~repaid~~are ~~the~~non-interest ~~$170,641~~bearing onand ~~April~~due ~~21,~~upon ~~2016~~demand. AsOn ofSeptember ~~March 31~~30, 2017, and June 30, ~~2016~~2017, nothe ~~amounts~~Company ~~were~~ owed to$416,952 ~~the Majority Shareholder for loans provided to pay for professional fees~~ and ~~other general and administrative expenses. As of June 30~~$186, ~~2016~~514, ~~the Company owed $500~~respectively,~~000~~ to acompanies ~~company~~ owned by the ~~Company’s~~ Majority Shareholder ~~for product research and development services provided from April 1, 2016 through June 30, 2016~~. ~~The $500,000 owed as of June 30, 2016, was paid on July 7, 2016.~~

On November 28, 2016, the Company entered into a patent license agreement (the “License Agreement”) with Conagen Inc. (“Conagen”), a corporation majority owned by Steven Chen, the Company’s President, Director and majority shareholder. Pursuant to the terms of the License Agreement, Conagen granted to the Company an exclusive, perpetual and sub-licensable license to use its know-how, technology and intellectual property relating to development, production, distribution and commercialization of compounds, substances, products and services related to the stevia plant for use in food and beverage flavoring (the “Licensed Technology”). The license allows the Company to use the Licensed Technology in the research, development, manufacture, marketing, sale, distribution and support of the Products.

SWEEGEN, INC.

Notes to the Consolidated Financial Statements

March 31, 2017

Commitments and Contingencies

~~The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies.~~ Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of ~~March~~September ~~31, 2017, and June~~ 30, ~~2016~~2017. ~~See Note 7 – Earnest Money Deposit/Deferred Revenue.~~

Recent Accounting Pronouncements

In May 2014, the ~~FASB~~Financial ~~issued~~Accounting ~~new~~Standards ~~guidance~~Board ~~related to revenue recognition. In March, April and May 2016, the~~ (“FASB”) issued ~~additional~~Accounting ~~amendments~~Standards toUpdate ~~the~~(“ASU”) ~~new~~No. ~~revenue guidance relating to reporting revenue on a gross versus net basis~~2014-09, ~~identifying~~“Revenue ~~performance~~from ~~obligations,~~Contracts ~~licensing~~with ~~arrangements, collectability, noncash consideration, presentation of sales tax, and transition~~Customers.” ~~This new standard will replace all current GAAP guidance on this topic and eliminate all industry specific guidance.~~ The ~~new~~ revenue recognition ~~update~~standard ~~guidance~~affects ~~provides~~all aentities ~~unified model to determine how revenue is recognized. The core principle of the guidance is~~ that anhave ~~entity~~contracts ~~should~~with ~~recognize revenue to depict the transfer of promised goods or services to~~ customers, inexcept ~~an amount that reflects the consideration to which the entity expects to be entitled in exchange~~ for ~~those~~certain ~~goods or services~~items. The ~~FASB~~new ~~has~~revenue ~~issued~~recognition ~~several updates to the~~ standard ~~which~~eliminates ~~i) clarify~~ the ~~application~~transaction-and ~~of the principal versus agent guidance (ASU 2016~~industry-~~08);~~specific ~~ii)~~revenue ~~clarify~~recognition ~~the~~ guidance onunder ~~inconsequential~~current ~~and~~U.S. ~~perfunctory~~GAAP ~~promises~~ and ~~licensing~~replaces ~~(ASU~~it ~~2016-10)~~with ~~and~~a ~~iii) narrow~~principle-~~scope~~based ~~improvements~~approach ~~and~~for ~~practical~~determining ~~expedients~~revenue ~~(ASU 2016-12)~~recognition. OnAs ~~July 9~~amended, ~~2015,~~public ~~the~~entities ~~FASB~~are ~~voted~~required to ~~defer~~adopt the ~~effective~~revenue ~~date~~recognition bystandard ~~one~~for ~~year~~annual toperiods beginning after December 15, 2017, ~~for~~and interim ~~and annual~~ reporting periods ~~beginning~~thereafter. ~~after~~Early ~~that~~adoption ~~date~~is ~~and~~not permitted ~~early~~for ~~adoption~~public ofentities. ~~the~~As ~~standard~~such, ~~but~~the ~~not~~Company ~~before~~will ~~the~~first ~~original~~implement ~~effective~~this ~~date~~standard ofeffective ~~December~~July 151, ~~2016~~2018. ~~Entities~~As ~~have~~ the ~~option~~Company ofhas ~~using~~only ~~either~~recently abegun ~~full retrospective or a modified retrospective approach~~ to ~~adopt~~generate ~~the new standard. Therefore~~revenue, ~~the~~management ~~new~~has ~~standard~~not ~~will~~yet beevaluated ~~effective commencing with~~ the ~~Company’s~~effect ~~quarter ending March 31, 2018. The Company is currently assessing the potential impact~~ of implementing this new ~~standard on its consolidated financial statements and has not selected the transition method~~guidance.

~~Reclassification~~In February 2016, the FASB issued ASU No. 2016-02, “Leases”. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Although the Company is not currently engaged in any lease agreement, management will evaluate the potential impact of the adoption of this standard prior to July 1, 2019, as applicable to any potential lease arrangement the Company considers.

The Company has made certain reclassifications to conform prior periods’ data to the current presentation. These reclassifications had no effect on reported assets, liabilities or results of operations. Due to the February 2016 cancellation of 9,663,786 shares, the Company reduced common stock and negative additional paid in capital by 9,664 on the fiscal year 2015 consolidated financial statements, and the Company effectively reduced the total shares outstanding on the fiscal year 2015 consolidated financial statements by the 9,663,786 shares that were cancelled in February 2016.

Subsequent Events

The Company has evaluated subsequent events through ~~May 16, 2017,~~ the date of issuance of ~~the~~this ~~financial statements~~filing.

NOTE 3 - GOING CONCERN

The Company's consolidated financial statements are prepared using U.S. GAAP applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company had an accumulated deficit of $12,~~899~~700,~~456~~615 as of ~~March~~September 3130, 2017, and ahas working capital ~~deficit~~ of $~~435~~940,~~710~~998 as of ~~March~~September 3130, 2017,. The Company has not established an ongoing source of revenues sufficient to cover its operating costs, and requires additional capital to ~~continue~~proceed with its operating plan ~~and generate Product sales~~. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital ~~and generate Product sales~~, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan to obtain such resources for the Company may include: product sales; sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its operating expenses. For example, the Company began to ship products to customers this period, and on August 11, 2017, the Company completed a private placement sale of its common stock, generating proceeds of $1,648,318 (see Note 1). However, management cannot provide any assurance that the Company will be successful in accomplishing ~~any~~all of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. The obtainment of financing, the successful development of the Company’s contemplated plan of operations, or its transition, ultimately, ~~and generation of Product sales,~~ to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

SWEEGEN, INC.

Notes to the Consolidated Financial Statements

March 31, 2017

NOTE 4 - EQUITY

Authorized Stock

The Company’s Articles of Incorporation authorize 75,000,000 shares of common stock with a par value of $0.001 per share. Each share of common stock entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the Company is sought.

Common Shares

On ~~December~~August 2311, ~~2014~~2017, ~~twenty-nine~~the ~~(29)~~Company ~~Aceway~~completed ~~Corp.~~a ~~shareholders~~private ~~signed~~placement ~~stock~~sale ~~powers~~of ~~agreeing to cancel 9~~140,~~663,786~~127 shares of ~~their~~its common stock ~~at any time that the Company wanted to cancel such shares~~. In ~~February~~fiscal ~~2016~~year 2017, the Company ~~cancelled~~issued ~~the 9~~167,~~663,786~~219 shares. Onof ~~November 30, 2016, Ingredion exercised~~ its ~~warrants~~common tostock ~~purchase~~in ~~167,219~~connection ~~shares~~with of the ~~Company’s~~Ingredion ~~$.001~~transaction ~~par~~(Note ~~value common stock~~1). The Company effectively had 25,~~503~~643,~~453~~580 and 25,~~336~~503,~~234~~453 common shares issued and outstanding as of ~~March~~September 3130, 2017 and June 30, ~~2016~~2017, respectively. The Company currently has no warrants outstanding.

Preferred shares

No preferred shares have been authorized or issued.

Stock Options ~~and Warrants~~

On April 17, 2016, the Company issued two warrants to Ingredion in connection with the parties’ discussions of potential business initiatives and developments. The Company issued Ingredion two warrants that each provided Ingredion the right to acquire 0.33% of the Company’s total outstanding common stock on the exercise date, for a total of 0.66% of the total outstanding common stock on the exercise date. The exercise price of the warrants was $.001 per share. Pursuant to the terms of the warrants, Ingredion could exercise the warrants in whole or in part at any time prior to the expiration date of December 31, 2016, which was subject to extension until March 31, 2017 upon mutual agreement of the parties. The parties agreed that if they had not finalized any business relationship agreements by the expiration date, and the warrants had not been exercised, the Company would refund $1 million of the consideration paid by Ingredion upon Ingredion’s request and cancellation of one of the warrants. The business relationship agreements were finalized on November 28, 2016 with the execution of a Distribution Agreement and Ingredion exercised the warrants on November 30, 2016.

The Company has no outstanding stock options and does not have any outstanding rights to acquire securities.

NOTE 5 - PROVISION FOR INCOME TAXES

The Company is subject to taxation in the United States and certain state jurisdictions. The Company has not taken any uncertain tax positions, ~~however,~~but ~~the Company~~ has open tax years subject to audit by the Internal Revenue ~~Service~~Services for the years beginning in 2013.

Due to the change in ownership provisions of the income tax laws of ~~the~~ United States of America, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

The provision for income taxes differs from the amounts that would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes due primarily to changes in the valuation allowance to fully reserve net deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. The Company has not recorded a provision for income taxes for the three months ended September 30, 2017 and 2016 since the Company has had net operating losses since Business Commencement.

		Three Months Ended September 30, 2017		Three Months Ended September 30, 2016

Net operating loss before non-deductible items	$	447,172	$	32,917
Tax rate		34%		34%
Deferred tax assets		152,038		11,192
Less: Valuation allowance		(152,038)		(11,192)
Income tax expense per books	$	-	$	-

Due to uncertainties surrounding the Company's ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax asset as of September 30, 2017 and 2016. The Company has an operating loss of $2,699,110 since Business Commencement. The net operating loss carryforwards will begin to expire in varying amounts from year 2033, subject to its eligibility as determined by respective tax regulating authorities.

SWEEGEN, INC.

Notes to the Consolidated Financial Statements

March 31, 2017

The provision for income taxes differs from the amounts that would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes due primarily to changes in the valuation allowance to fully reserve net deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. The Company has not recorded a provision for income taxes for the three and nine months ended March 31, 2017 and 2016 since the Company has had net operating losses since inception (December 5, 2014).

	Nine Months Ended March 31, 2017		Nine Months Ended March 31, 2016
Net operating loss before non-deductible items	$	88,305	$	1,101,448
Tax rate		34%		34%
Deferred tax assets		30,024		374,492
Less: Valuation allowance		(30,024)		(374,492)
Income tax expense per books	$	-	$	-

Due to uncertainties surrounding the Company's ability to generate future taxable income to realize deferred income tax assets arising as a result of net operating losses carried forward, the Company has not recorded any deferred income tax asset as of March 31, 2017 and 2016. The Company had accumulated losses of $1,899,456 and $1,812,656 as of March 31, 2017 and June 30, 2016, respectively. The net operating loss carry-forwards will begin to expire in varying amounts from year 2033, subject to eligibility as determined by respective tax regulating authorities.

Net deferred tax assets consist of the following components as of:

		March 31, 2017			June 30, 2016
		September 30, 2017		September 30, 2016
Net operating loss carryover	$	$918,209	~~645,815~~$	627,495	$	~~616,303~~
Valuation allowance		(918,209)	~~(645,815)~~	(627,495)		~~(616,303)~~
Net deferred tax asset	$	$-	-$	-	$	-

NOTE 6 – RELATED PARTY TRANSACTIONS

~~The~~On ~~Company~~August ~~does~~16, ~~not~~2017, ~~own~~the orCompany ~~lease~~entered ~~any~~into ~~real~~a ~~estate.~~Stevia ~~The~~Sweetener ~~Majority~~Business ~~Shareholder~~Separation ~~provides~~Binding Term Sheet (the ~~Company~~“Term Sheet”) with ~~200~~Phyto ~~square~~Tech ~~feet~~Corp. ofd/b/a ~~furnished~~Blue ~~office~~California ~~space~~(“Blue California”), ~~which~~a iscorporation ~~its~~majority ~~principal~~owned ~~executive~~by ~~office~~the Company’s Majority Shareholder. ~~This~~Pursuant ~~location~~to ~~currently~~the ~~serves~~Term asSheet, the ~~Company’s~~parties ~~primary~~agreed ~~office~~to ~~for~~certain ~~planning~~transfers and ~~implementing~~licenses ~~its~~to ~~business~~consolidate ~~plan.~~substantially ~~This~~all ~~space~~Rebaudioside isA, ~~currently~~Rebaudioside ~~sufficient~~M, ~~for~~and potentially Rebaudioside D related tangible and intangible assets and manufacturing resources in the Company’s. ~~purposes,~~The Company and ~~management~~Blue ~~expects~~California itintend to beenter ~~sufficient~~into ~~for~~one ~~the~~or ~~foreseeable~~more ~~future.~~additional Itagreements isto ~~provided~~more ~~free~~fully set forth the terms and conditions of ~~charge~~the ~~from~~transactions (the ~~Majority~~“Closing ~~Shareholder~~Documents”), which will supersede the Term Sheet, but intend that the Term Sheet be binding. The ~~Company~~Closing ~~uses~~Documents ~~certain~~shall ~~resources~~contain such terms and ~~services~~conditions ~~from~~as anthe ~~affiliated~~parties ~~company,~~may ~~through~~mutually ~~common~~agree, ~~majority~~including ~~ownership~~standard representations, warranties and iscovenants. ~~currently~~All ~~provided~~pricing ~~these~~in ~~without~~the ~~charge. These~~Closing ~~resources~~Documents ~~and~~shall ~~services~~be ~~are~~based ~~expected~~upon bea ~~provided~~valuation performed by ~~such~~an ~~affiliate~~independent ~~company~~third-party onvaluation afirm ~~charged~~mutually ~~basis~~selected onby ~~commercially~~the ~~reasonable terms~~parties, ~~subject~~and tothe avaluation ~~definitive~~firm ~~shared~~shall ~~facility~~determine ~~and~~the ~~services~~outcome ~~agreement~~of any pricing disputes not resolved by the 65th day following the date of the Term Sheet, which the Company ~~anticipates~~and ~~concluding~~Blue ~~during~~California ~~fiscal~~later ~~year~~agreed ~~2018~~to extend beyond the originally agreed65th day following the date of the Term Sheet. ~~The~~In addition, the Company ~~will~~agrees ~~acquire~~to include in the Closing Documents a grant to its ~~own~~affiliate ~~facilities~~manufacturer in Asia of a non-exclusive, ~~equipment~~non-transferable and ~~personnel~~non-sublicensable ~~when~~sub-license itto isuse inall athe ~~sufficient~~existing ~~financial~~know-how, ~~position~~patent registrations, ~~which~~patent applications and other proprietary technologies for the ~~Company~~purpose ~~expects~~of ~~will~~manufacturing ~~result~~of inthe aStevia ~~material~~Products ~~impact~~in tothe ~~its~~territory ~~financial~~of ~~statements~~such manufacturer’s domicile of entity organization only for sale to the Company or the Company’s designated customers.

~~During~~On August 16, 2017, the ~~three~~Company and ~~nine~~another ~~months~~company ~~ended~~owned ~~March~~by 31the Majority Shareholder (“Conagen”) entered into a First Amendment (the “Amendment”) to Inter-Company Patent License Agreement between the Company and Conagen dated November 28, 2016, a(the ~~company~~“License ~~owned~~Agreement”) byPursuant to the ~~Majority~~terms ~~Shareholder~~of ~~loaned~~the License Agreement, Conagen granted to the Company ~~incremental~~an ~~amounts~~exclusive, ~~totaling~~perpetual ~~$66~~and sub-licensable license to development,~~896~~ production, distribution and ~~$105~~commercialization of compounds,~~648~~ ~~respectively~~substances, products and services related to ~~pay~~the stevia plant for ~~professional~~use ~~fees~~in the field of food and ~~other~~beverage ~~general~~flavoring, and ~~administrative~~the ~~expenses.~~Company Nomust ~~such~~pay ~~loans~~a ~~were~~minimum ~~provided~~royalty ~~during~~to Conagen of $2 million per year beginning in the ~~three~~year ~~months~~in orwhich ~~nine~~there ~~months~~is ~~ended~~a ~~March~~first 31commercial sale (“FCS”) of the Products, ~~2017.~~as ~~All~~follows: ~~amounts~~(i) ~~loaned~~10% toof the Company’s ~~are~~Product ~~non~~net sales for the year of FCS (pro-~~interest~~rated, ~~bearing~~if necessary); (ii) 9% of Product net sales for the first year after FCS; (iii) 8% of Product net sales for the second year after FCS; (iv) 7% of Product net sales for the third year after FCS; (v) 6% of Product net sales for the fourth year after FCS; and (vi) 5% of Product net sales for all following years after FCS. The Amendment expands the field of use from flavoring for foods and beverages to use as flavors or sweeteners in food and beverages. The Amendment also altered the royalty structure, ~~are~~eliminating ~~due~~the onannual ~~demand~~$2,000,000 minimum royalty requirement and ~~were~~adding ~~repaid~~an ~~during~~annual ~~April~~$15,000,000 ~~2016~~maximum royalty limitation. The royalty calculation also changed from a tiered system of royalty percentages that decline annually to a flat 5% royalty on net sales. Royalty payments were also revised from semi-annual payments due within 60 days of the end of each royalty period to annual payments based upon the Company’s fiscal year due within 90 days of the end of each royalty period.

~~During~~The ~~the~~Company ~~year~~does ~~ended~~not ~~June~~own ~~30,~~any ~~2016,~~real ~~Conagen Inc~~property. ~~(“Conagen”),~~As adiscussed ~~corporation~~in ~~majority~~Part ~~owned~~II by– Other ~~Steven Chen~~Information, ~~the~~Item ~~Company’s President~~5(a), ~~Director~~Blue ~~and~~California ~~majority~~charged ~~shareholder~~the ~~provided~~Company ~~product~~a ~~research~~flat ~~and~~fee ~~development~~allocation ~~services~~in to the ~~Company~~amount ~~valued~~of at $1250,~~500,~~000. ~~During~~for the ~~year~~three months ended ~~June~~September 30, ~~2016,~~2017 ~~$1,000,000~~to ofpay ~~the~~for ~~$1,500,000~~shared ~~was~~resources ~~paid~~which toare ~~Conagen,~~currently ~~resulting~~borne inby aBlue ~~balance~~California. These ofshared ~~$500,000~~resources ~~owed~~include asgeneral ofand ~~June~~administrative ~~30,~~support ~~2016~~personnel toand ~~Conagen.~~facility ~~The~~expenses ~~$500,000~~such ~~owed~~ as ~~of June 30~~rent, ~~2016 was paid on July 7~~utilities, ~~2016. Conagen provides research~~ and ~~development and process development services to various companies utilizing proprietary technology~~maintenance. ~~Conagen is developing proprietary products for the Company.~~

Blue California periodically loans the Company funds for short-term working capital needs. The Company also purchases inventory for resale from Blue California, and the Company records a liability to its Balance Sheet for royalty payments due to Conagen (see Note 1, the Amendment). On September 30, 2017 and June 30, 2017, the Company owed $416,952 and $186,514, respectively, to companies owned by the Majority Shareholder.

During the three months ended September 30, 2017, Blue California loaned the Company $57,596 to pay for professional fees and other general and administrative expenses. The Company repaid $173,918 during the three months ended September 30, 2017, and including the beginning balance of $186,514, the Company owed $70,192 at the end of the current period for these expenses.

~~SWEEGEN~~During the three months ended September 30, ~~INC~~2017, the Company purchased $1,365,124 of inventory from both Blue California and an affiliate of the Majority Shareholder (the “Manufacturing Company”). This inventory was mostly immediately shipped to customers. The Company repaid $1,274,420 for inventory receipts, and including the beginning balance of $0, the Company owed $90,704 at the end of the current period for inventory.

~~Notes~~During the three months ended September 30, 2017, the Company recorded a liability of $6,056 in recognition of royalty payments due to Conagen based on Product shipments (see Note 1, the ~~Consolidated~~Amendment). ~~Financial~~The ~~Statements~~royalty fee structure has been agreed to by both parties and accruals have been recorded pursuant to the terms of the Amendment. Payment is due to Conagen within 90 days after the end of the Company’s fiscal year ending on June 30, 2018.

~~March~~Total 31amount owed to companies owned by the Majority Shareholder due to expenses ($250,000 allocation and $70,192 general), inventory ($90,704) and royalties ($6,056) at the end of September 30, 2017 is $416,952. All amounts loaned to the Company were non-interest bearing and due on demand.

On November 28, 2016, the Company entered into a patent license agreement (the” License Agreement”) with Conagen. Pursuant to the terms of the License Agreement, Conagen granted to the Company an exclusive, perpetual and sub-licensable license to use its know-how, technology and intellectual property relating to development, production, distribution and commercialization of compounds, substances, products and services related to the stevia plant for use in food and beverage flavoring (the “Licensed Technology”). The license allows the Company to use the Licensed Technology in the research, development, manufacture, marketing, sale, distribution and support of the Products. Pursuant to the terms of the License Agreement, the Company must pay a minimum royalty to Conagen of $2 million per year beginning in the year in which there is a first commercial sale (“FCS”) of the Products, and as follows: (i) 10% of the Company’s Product net sales for the year of FCS (pro-rated, if necessary); (ii) 9% of Product net sales for the first year after FCS; (iii) 8% of Product net sales for the second year after FCS; (iv) 7% of Product net sales for the third year after FCS; (v) 6% of Product net sales for the fourth year after FCS; and (vi) 5% of Product net sales for all following years after FCS.

On December 31, 2016, a company affiliated with the Company through common majority ownership, entered into an intellectual property licenses and strain access agreement with Amyris, Inc. (“Amyris”). As part of the agreement the affiliated company was to pay Amyris $10,000,000 for certain intellectual property as well as access to certain strains. On April 17, 2017 the affiliated company entered into an agreement with Amyris, to accelerate both market access and strategic positioning in the sweetener market. As part of this agreement, in lieu of cash payment of $10,000,000 under the license agreement, the owner of the affiliate company of the Company, agreed to transfer to Amyris 850,115 shares of the Company’s common stock owned by the Majority Shareholder, accounting for 3.33% of the Company’s total outstanding common stock. These shares were transferred from the Majority Shareholder to Amyris on April 17, 2017.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 7 –SUBSEQUENT ~~EARNEST MONEY DEPOSIT / DEFERRED REVENUE~~EVENTS

OnIn ~~April~~October ~~17,~~2017 ~~2016,~~ the Company ~~received~~completed a ~~$2,000,000~~private ~~earnest~~placement ~~money~~sale ~~deposit from Ingredion in connection with the parties’ discussions~~ of ~~potential business initiatives and developments. In addition~~17,002 ~~the Company issued two warrants to purchase~~ shares of ~~the~~its ~~Company’s~~ common stock, $0.001 par value per share~~. The two warrants provide Ingredion the right to acquire 0.33% of the Company’s total outstanding common stock on the exercise date~~, ~~for~~generating aproceeds ~~total~~ of ~~0.66% of the total outstanding common stock on the exercise date. The exercise price of the warrants is~~ $~~.001 per share. Pursuant to the terms of the warrants~~200, Ingredion could exercise the warrants in whole or in part at any time prior to the expiration date of December 31, 2016, which was subject to extension until March 31, 2017 upon mutual agreement of the parties. The parties agreed that if they had not finalized any business relationship agreements by the expiration date, and the warrants had not been exercised, the Company would refund $1 million of the consideration paid by Ingredion upon Ingredion’s request and cancellation of one of the warrants. The Company recorded a $2,000~~,000 liability as of June 30, 2016 for this earnest money deposit~~. The business relationship agreements were finalized on November 28, 2016 with the execution of a Distribution Agreement and Ingredion exercised the warrants on November 30, 2016. As such, on November 30, 2016, the $2,000,000 earnest money deposit liability was eliminated and a deferred revenue liability was established in the amount of $1,999,833, to be recorded as revenue over the 5-year term of the Distribution Agreement. The remaining one hundred sixty seven dollars ($167.00) was used as consideration for the exercise of the warrants.

~~NOTE~~In 8October –2017, ~~SUBSEQUENT~~the ~~EVENT~~U.S. FDA issued a GRAS (Generally Recognized as Safe) No Objection Letter for the Company’s Rebaudioside D Product, and the Company’s Rebaudioside M Product received regulatory approval in Mexico.

OnIn ~~April~~November 72017, ~~2017~~the ~~and~~Company ~~May~~received 4,confirmation ~~2017,~~of acommitted ~~company~~purchase ~~owned~~volumes byexceeding ~~the~~$5,000,000 ~~Majority~~from ~~Shareholder~~a ~~loaned~~major ~~the~~customer ~~Company~~for ~~$9,990~~stevia ~~and $49~~sweeteners,~~975,~~ ~~respectively,~~expected to ~~pay~~be ~~for~~fulfilled ~~professional~~over ~~fees~~a ~~and~~period ~~other~~of ~~general~~one ~~and administrative expenses~~year.

In November 2017, as discussed in Part II – Other Information, Item 5(a), the Company entered into a “Facility Sharing and Service Agreement” with Phyto Tech Corp. d/b/a Blue California (“Blue California”).

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

~~Except for historical information, this report contains forward~~Forward-~~looking~~Looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the “Risk Factors" section of our registration statement on Form S-1 originally filed with the Securities and Exchange Commission (“SEC”) on August 12, 2013 and subsequently amended. You should carefully review these risks and those disclosed in other documents we file from time to time with the SEC. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.Information

~~Although~~This weQuarterly ~~believe~~Report ~~that~~of SweeGen, Inc. on Form 10-Q contains forward-looking statements, including those identified with the words, “will”, “would”, “anticipates,” “believes,” “expects,” “plans,” “intends," “objectives,” and similar expressions. These statements reflect management's expectations ~~reflected~~or beliefs about future events and financial performance based on factors known at the time of such statements. The reader may find discussions containing such forward-looking statements in ~~these~~the material set forth under “Management's Discussion and Analysis and Plan of Operations,” generally, and specifically therein under the captions “Liquidity and Capital Resources” as well as elsewhere in this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed herein. The forward-looking statements ~~are~~specified ~~based~~in the following information have been compiled by our management on ~~reasonable~~the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, ~~there~~however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a ~~number~~result, the identification and interpretation of ~~risks~~data and ~~uncertainties~~other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that ~~could~~the ~~cause~~assumed ~~actual~~events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to ~~differ~~the ~~materially~~forward-looking ~~from~~statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements.

Introduction

Throughout this Quarterly Report on Form 10-Q, the terms “SWEE”, “Registrant,” “we,” “us,” “our,” and “the Company” refer to SweeGen, Inc., a Nevada corporation that was formerly known as Aceway Corp. prior to its name change in December 2014.

Corporate Overview

~~SweeGen,~~The ~~Inc., formerly Aceway Corp. (the "~~Company~~"),~~ is a ~~Nevada~~development ~~corporation~~stage ~~incorporated~~business-to-business oncompany ~~April~~dedicated 1,to ~~2013.~~the ~~On December 23~~development, ~~2014,~~production ~~the~~and ~~Company~~distribution ~~entered~~of ~~into~~nature-based, anon-caloric ~~share~~sweeteners ~~exchange~~for ~~agreement (~~the ~~“Exchange Agreement”) with Phytosub~~food, ~~Inc.~~flavor ~~(“Phytosub”),~~ and ~~the~~beverage ~~shareholder~~industries. ofThe ~~Phytosub~~Company’s ~~(the~~robust ~~“Phytosub~~product ~~Shareholder”)~~pipeline, ~~pursuant~~intellectual toproperty ~~which~~portfolio, ~~the Phytosub Shareholder transferred all of the issued~~ and ~~outstanding~~manufacturing ~~capital~~resources ~~stock~~in ofAsia ~~Phytosub~~provide to the Company inwith ~~exchange~~its foundation for ~~25,000,000~~innovation ~~shares~~and ofdelivery ~~common stock~~ of ~~the~~high-quality ~~Company~~sweeteners. ~~The~~In ~~transaction~~response ~~closed~~to onincreasing ~~December~~global ~~23,~~sugar ~~2014.~~reduction ~~As a result~~demand, ~~Phytosub,~~the aCompany ~~Nevada~~intends ~~corporation~~to ~~formed on December 5~~seek, ~~2014,~~develop ~~became a wholly owned subsidiary of the Company~~ and ~~the~~acquire, ~~Phytosub~~completely ~~Shareholder~~or ~~(the “Majority Shareholder”) acquired~~ a ~~controlling~~substantial interest in ~~the Company (the “Share Exchange”). For accounting purposes~~, ~~the~~companies ~~Share~~or ~~Exchange~~assets ~~was~~that ~~treated~~would asbenefit anfrom ~~acquisition~~or ofthat ~~Aceway~~can ~~Corp.~~be ~~and~~developed ausing ~~recapitalization of PhytoSub. PhytoSub is~~ the ~~accounting~~knowledge ~~acquirer~~ and ~~the~~expertise ~~results~~ of ~~its operations carryover. Accordingly,~~ the ~~operations~~Company’s ofmanagement ~~Aceway Corp~~resources. ~~are not carried over and have been adjusted to $0.~~

On December 23, 2014, the Company entered into a purchase agreement (the “Purchase Agreement”) with Armando Espinoza, a former officer and director of the Company, pursuant to which the Company sold and transferred all assets of the Company existing prior to the consummation of the Share Exchange to Mr. Espinoza. The ~~transaction closed on December 23, 2014. In consideration for the transfer of such assets, Mr. Espinoza (i) surrendered for cancellation 25,000,000 shares of the~~ Company’s ~~common~~most ~~stock~~significant ~~owned~~recent bybusiness ~~him;~~development ~~and~~is ~~(ii)~~the ~~assumed~~commercialization ~~any and all liabilities~~ of ~~the~~high ~~Company~~purity ~~existing~~stevia ~~prior~~sweetener toproducts ~~the~~known ~~consummation~~as ofRebaudioside ~~the~~M ~~Share Exchange~~ and ~~agreed~~Rebaudioside toD ~~assume any and all liabilities of~~ (the ~~Company later asserted against the Company that related to the Company’s operations prior to the consummation of the Share Exchange~~“Products”). ~~Due~~Major toachievements the cancellation of Mr. Espinoza’s 25,000,000 shares and the issuance of 25,000,000 shares to Phytosub pursuant to the Exchange Agreement, the Company’s issued and outstanding shares of common stock was 35,000,020 after giving effect to the transactions described above.include:

OnJanuary ~~December~~2017: ~~23,~~a ~~2014,~~customer ~~twenty-nine (29) Aceway Corp. shareholders delivered certificates and signed stock powers agreeing to cancel 9,663,786 shares~~ of ~~their common stock at any time that~~ the Company ~~wanted~~began tousing ~~cancel such shares. In February 2016,~~ the ~~Company~~Rebaudioside ~~cancelled~~M ~~the~~Product ~~9,663,786~~in ~~shares.~~a ~~The~~bottled ~~Company’s~~beverage ~~issued and outstanding shares of common stock totaled 25,336,234 after giving effect to the cancellation~~trial.

~~The~~February ~~Company~~2017: is a development stage business-to-business company that intends to leverage its extensive experience and resources in managing and developing large and small private and public companies; pathway engineering; microbial platform development; and developing and supplying ingredients and biological products in the ~~field of sweeteners to be used in its customers’ finished products~~U.S. ~~The~~FDA ~~Company~~issued ~~intends to seek, develop and acquire, completely or~~ a ~~substantial~~GRAS ~~interest~~(Generally ~~in,~~Recognized ~~companies~~as orSafe) ~~assets~~No ~~that~~Objection ~~would~~Letter ~~benefit~~for ~~from or that can be developed using~~ the ~~knowledge and expertise of the~~ Company’s ~~management~~Rebaudioside ~~resources.~~M Product.

July 2017: the Company’s Rebaudioside D Product obtained self-confirmed GRAS status.

July 2017: the Company’s Rebaudioside M Product received regulatory approval in Canada.

August 2017: the Company’s Rebaudioside M Product received Non-GMO Project Verification.

October 2017: the U.S. FDA issued a GRAS No Objection Letter for the Company’s Rebaudioside D Product.

October 2017: the Company’s Rebaudioside M Product received regulatory approval in Mexico.

In July, 2017 the Company commenced shipping products for revenues. Based on available customers consent, and in connection with the closing of definitive documents of the contemplated Term Sheet, certain purchase orders were placed with the Company. As further described in Note 6, Related Party Transactions, most of the inventory associated with such purchase orders was purchased from Blue California and subsequently shipped to customers. In the future the Company intends to purchase this material directly from the manufacturer for purchase order fulfillment.

The Company’s most significant recent business development is the development and manufacture of a high purity stevia sweetener Rebaudioside M and Rebaudioside D product (the “Products”). At the end of January 2017, a customer of the Company began using the Product in a bottled beverage trial. The Company anticipates receiving additional orders for the Product in the near future.

On November 28, 2016, the Company entered into a 5-year distribution agreement (the “Distribution Agreement”) with Ingredion Incorporated (“Ingredion”) pursuant to which Ingredion will serve as the Company’s global distributor for the Products. Pursuant to the terms of the Distribution Agreement, Ingredion will serve as the exclusive distributor of the Products other than to the Company’s intended in-house accounts (the “House Accounts”) and other than within the People’s Republic of China (the “PRC”). The Company’s House Accounts are entities with whom the Company is in active discussions regarding direct distribution of the Products. Ingredion will serve as a non-exclusive distributor of the Products in the PRC. The parties intend to initiate distribution pursuant to the terms of the Distribution Agreement within the United States and expand as the parties collaborate on respective regulatory approvals for the Products in other markets.

Also on November 28, 2016, the Company entered into a patent license agreement (the “License Agreement”) with Conagen Inc. (“Conagen”), a corporation majority owned by Steven Chen, the Company’s President, Director and majority shareholder. Pursuant to the terms of the License Agreement, Conagen granted to the Company an exclusive, perpetual and sub-licensable license to use its know-how, technology and intellectual property relating to development, production, distribution and commercialization of compounds, substances, products and services related to the stevia plant for use in food and beverage flavoring (the “Licensed Technology”). The license allows the Company to use the Licensed Technology in the research, development, manufacture, marketing, sale, distribution and support of the Products. Pursuant to the terms of the License Agreement, the Company must pay a minimum royalty to Conagen of $2 million per year beginning in the year in which there is a first commercial sale (“FCS”) of the Products, and as follows: (i) 10% of the Company’s Product net sales for the year of FCS (pro-rated, if necessary); (ii) 9% of Product net sales for the first year after FCS; (iii) 8% of Product net sales for the second year after FCS; (iv) 7% of Product net sales for the third year after FCS; (v) 6% of Product net sales for the fourth year after FCS; and (vi) 5% of Product net sales for all following years after FCS.

Results of Operations

Three Months Ended ~~March~~September 3130, 2017 Compared to the Three Months Ended ~~March~~September 3130, 2016 (unaudited)

The following table presents our results of operations for the three months ended ~~March~~September 3130, 2017 and 2016:

		For the three months ended March 31,			For the three months ended March 31,
		Three months ended September 30, 2017		Three months ended September 30, 2016
		2017			2016
Revenue	$	1,417,801	$	-
Revenue		$	98,622		$	-
Cost of Goods Sold		1,369,839		-
Operating Expenses
Gross Profit		47,962		-
Research and development			-			1,000,000
Operating Expenses
General and administrative			87,582			66,896
Research and development		59,291		-
Total operating expenses			87,582			1,066,896
General and administrative		433,704		32,917
Net income (loss)		$	11,040		$	(1,066,896)
Total operating expenses		492,995		32,917
Net loss before income tax		(445,033)		(32,917)
Income Tax		2,139		-
Net loss	$	(447,172)	$	(32,917)

For the three months ended ~~March~~September 3130, 2017 wethe Company generated ~~revenues~~revenue of $981,~~622~~417,801 ~~and~~resulting ~~incurred~~in ~~$87,852~~gross inprofit ~~professional~~of ~~fees~~$47,962, and ~~other~~incurred ~~general~~$492,995 ~~and~~in ~~administrative~~operating expenses, resulting in an operating ~~income~~loss of $11445,~~040~~033. ~~Revenues~~Revenue of $981,~~622~~417,801 is the result of ~~amortization~~the ~~for~~commercialization ~~the~~efforts ~~quarter~~of ~~ended~~our ~~March~~Products ~~31,~~along ~~2017~~with the receipt of ~~the~~purchase orders. Research and development expense of $159,~~999,833~~291 ~~deferred~~were ~~revenue~~for ~~recorded~~regulatory onexpenses ~~November~~paid ~~28,~~to ~~2016~~third inparties ~~conjunction~~for ~~with~~filing fees and laboratory testing. This activity is expected to continue for the ~~signing~~rest of the 5-fiscal year ~~Distribution~~as ~~Agreement~~the ~~with~~Company ~~Ingredion~~continues to pursue global regulatory approval of its Products. For the three months ended ~~March~~September 3130, ~~2016~~2017, we incurred $1433,~~000,000~~704 in ~~research~~General and ~~development~~Administrative ~~fees~~expense, ~~and~~compared to $6632,~~896~~917 infor ~~professional~~the ~~fees~~three ~~and~~months ~~other~~ended ~~general~~September 30, 2016. This increase is due to services and ~~administrative~~expense ~~expenses,~~required ~~resulting~~to insupport anincreased ~~operating~~activity by the Company to execute its Product development and ~~net~~sales ~~loss~~initiatives ofin ~~$1,066,896.~~the ~~The~~current $1fiscal year related to Sales,~~000~~ Marketing,~~000~~ ofFinance, ~~research~~Accounting and ~~development~~Legal. ~~services~~Additionally, ~~was~~as ~~provided~~described byin ~~R&D~~Note 6 – Related Party Transaction, the Company received a $250,000 ~~which~~expense ~~provides~~allocation ~~research~~from Blue California for shared administrative and ~~development~~facility expense. The Company expects this increased General and ~~process~~Administrative ~~development~~expense ~~services~~trend to ~~various~~continue ~~companies~~for ~~utilizing~~the ~~proprietary~~rest ~~technology.~~of ~~The~~the ~~R&D~~fiscal ~~Company~~year isas ~~developing~~it aremains ~~proprietary~~focused ~~product~~on the execution of its business strategies. Income taxes of $2,139 were for minimum filing fees due to the ~~Company~~State of California.

The Company began shipping product for revenue for the first time this period, and gross profit is low for various reasons. For example, most of the inventory for these shipments was purchased from Blue California’s on-hand inventory as described in Note 6 – Related Party Transactions. As contemplated by the Stevia Sweetener Business Separation Binding Term Sheet, the Company intends that this will be a temporary situation that exists while SweeGen establishes its own infrastructure for inventory warehousing, distribution and business processes throughout the remainder of the fiscal year (the “Transition Period”). Considering that (1) the costs of acquiring and managing such inventory was incurred by Blue California; and (2) on-going support is needed from Blue California during the Transition Period, Blue California applies a moderate markup to this inventory sold to the Company in order to recover their estimated expenses associated with the aforementioned activities. In the three months ended September 30, 2017, this has an unfavorable impact on the Company’s gross profit, which is expected to continue during the Transition Period.

In addition, the production cost associated with the Products (and corresponding cost to the Company) is expected to decrease over time as production volumes increase. Increased volumes are expected to lower per-unit fixed costs and improved manufacturing processes and yields over time are expected to lower costs. In the three months ended September 30, 2017 this had an unfavorable impact on the Company’s gross profit, and is expected to continue until such time that unit volumes increase and manufacturing processes mature.

The Company expects to see continued Revenue from new and existing business; however, based upon the further research and commercialization efforts needed for our product offering, we cannot accurately predict revenue trends on a quarter-to-quarter basis.

Nine Months Ended March 31, 2017 Compared to the Nine Months Ended March 31, 2016 (unaudited)

The following table presents our results of operations for the nine months ended March 31, 2017 and 2016:

	For the nine months ended March 31,		For the nine months ended March 31,
	2017		2016
Revenue	$	134,783	$	-
Operating Expenses
Research and development		-		1,000,000
General and administrative		223,088		101,448
Total operating expenses		223,088		1,101,448
Operating loss		(88,305)		(1,101,448)
Other Income: Change in fair value of warrants		1,505		-
Net loss	$	(86,800)	$	(1,101,448)

For the nine months ended March 31, 2017 and 2016, we generated revenues of $134,783 and $0, respectively, and incurred $223,088 and $101,448, respectively, in professional fees and other general and administrative expenses, resulting in an operating loss of $88,305 and $1,101,448, respectively. In addition, for the nine months ended March 31, 2017 and 2016, we had other income of $1,505 and $0, respectively, resulting in a net loss of $86,800 and $1,101,448, respectively. Revenues of $134,783 is the result of amortization from November 28, 2016 through March 31, 2017 of the $1,999,833 deferred revenue recorded on November 28, 2016 in conjunction with the signing of the 5-year Distribution Agreement with Ingredion. Other income of $1,505 is the result of the settlement of the $1,505 warrant derivative liability when Ingredion exercised warrants on November 30, 2016.

Based upon the further research and commercialization efforts needed for our product offering, we cannot accurately predict revenue trends on a quarter-to-quarter basis.

Liquidity and Capital Resources

~~For~~As ~~the nine months ended March 31, 2017, the Company incurred a net loss~~ of ~~$86,800.~~September ~~For the year ended June~~ 30, ~~2016~~2017, ~~the~~we ~~Company~~had ~~incurred a net loss of~~ $1171,~~744,451,~~101 ~~$1,500,000~~in ofcash ~~which was for product research~~ and ~~development~~working ~~and~~capital ~~the remainder~~ of ~~which was primarily for professional fees. During the year ended June 30~~$940, ~~2016~~998, aas ~~company~~compared ~~owned by the Majority Shareholder loaned the Company incremental amounts totaling $102,436~~ to pay for professional fees and other general and administrative expenses incurred during the year ended June 30, 2016. A company owned by the Majority Shareholder loaned the Company (i) incremental amounts totaling $6410,~~005~~450 ~~during~~in ~~the~~cash ~~period from inception (December 5, 2014) to June 30, 2015 to pay for professional fees~~ and ~~other~~a ~~general~~working ~~and~~capital ~~administrative~~deficit ~~expenses,~~of ~~and (ii)~~ $4254,~~200~~948 ~~on July 21, 2015 to pay for professional fees accrued~~ as of June 30, ~~2015. All amounts loaned to the Company were non-interest bearing and were due on demand. The Company repaid the outstanding $170,641 on April 21, 2016. On April 7,~~ 2017 ~~and May 4, 2017, a company owned by the Majority Shareholder, loaned the Company $9,990 and $49,975, respectively, to pay for professional fees and other general and administrative expenses~~.

~~Currently~~Blue weCalifornia doperiodically ~~not~~loans ~~have~~the ~~sufficient~~Company ~~capital~~funds ~~to fund our business development~~ for ~~the~~short-term ~~next~~working 12capital ~~months~~needs. WeAll ~~anticipate~~amounts ~~that~~loaned ~~we will need $1,000,000~~ to ~~fund~~ the ~~next~~Company 12are ~~months~~non-interest ofbearing ~~our~~and ~~operations.~~due Ifupon wedemand. ~~are~~On ~~unable~~September to30, ~~meet~~2017 ~~our~~and ~~needs~~June ~~for~~30, ~~cash~~2017, ~~from~~the ~~debt~~Company orowed ~~equity financings~~$416,952 weand ~~may be unable to continue~~$186,514, ~~develop~~respectively, orto ~~expand~~Blue ~~our operations~~California.

OnWe ~~April~~have ~~17,~~no ~~2016,~~credit welines ~~received~~as ~~$2,000,000 from Ingredion in connection with the parties’ discussions~~ of ~~potential~~September ~~business initiatives and developments. The business relationship agreements were finalized on November 28, 2016 with the execution of a Distribution Agreement. As such, on November~~ 30, ~~2016, $1,999,833 of the $2,000,000 received from Ingredion was recorded as deferred revenue, to be recorded as revenue over the 5-year term of the Distribution Agreement~~2017. The remaining one hundred sixty-seven dollars ($167.00) was used as consideration for the exercise of Ingredion’s warrants, that resulted in the issuance to Ingredion of 167,219 shares of our $.001 par value common stock.

16Inflation and changing prices have had no effect on our continuing operations over our two most recent fiscal years.

We ~~do not~~ have ~~sufficient~~no funds for any business development over the next 12 months. We do not have any material commitments for capital expenditures during the next twelve months. Therefore, our future operations may be dependent on our ability to secure additional financing and generate Product sales. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price, or nonoff-~~trading,~~balance ofsheet ~~our~~arrangements ~~common~~as ~~stock~~defined ~~or a downturn~~ in ~~the~~Item ~~U.S.~~303(a) ~~equity and debt markets could make it more difficult to obtain financing through the issuance~~ of ~~equity~~Regulation ~~or debt securities~~S-K. Even if we are able to raise the funds required and generate Product sales, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital and generate Product sales, may restrict our ability to deploy our business model and may reduce our ability to conduct business operations. If we are unable to obtain additional financing, we may have to curtail our marketing and development plans and possibly cease our operations.

~~There~~On isAugust ~~limited~~11, ~~historical~~2017, ~~financial~~the ~~information~~Company ~~about~~completed usa onprivate ~~which~~placement tosale ~~base~~of an140,127 ~~evaluation~~shares of ~~our~~its ~~performance.~~common Westock, ~~are a development stage company and have generated limited revenues from operations~~$0.001 Wepar ~~cannot~~value ~~guarantee~~per weshare, ~~will~~generating beproceeds ~~successful in our business operations. Our business is subject to risks inherent in the establishment~~ of ~~a new business enterprise~~$1, ~~including limited capital resources~~648, ~~possible delays in developing our products, and possible cost overruns due to the price and cost increases in supplies and services~~318.

Working Capital Deficit	March 31, 2017		June 30, 2016		(Decrease)/Increase
Current Assets	$	728	$	704,748	$	(704,020)
Current Liabilities		436,438		2,518,909		(2,082,471)
Working Capital Deficit	$	(435,710)	$	(1,814,161)	$	1,378,451

Currently we do not have sufficient capital to fund our operations for the next 12 months. We anticipate that capital requirements will increase during fiscal year 2018 due to recently received and anticipated future purchase orders from customers, and an increase of operating expenses that accompanies product shipment activity. We anticipate that we will need between $1,000,000 - $3,000,000 to fund the next 12 months of our operations, and if we are unable to meet our needs for cash from debt or equity financings, we may be unable to continue, develop, or expand our operations.

AsWe atdo ~~March~~not ~~31,~~have ~~2017~~sufficient funds for any business development over the next 12 months. We do not have any material commitments for capital expenditures during the next twelve months. We may seek to raise additional funds in the future as we begin to deploy our business plan. Therefore, our ~~current~~future ~~assets~~operations ~~were~~may ~~$728,~~be dependent on our ~~current~~ability ~~liabilities~~to ~~were~~secure ~~$436~~additional financing. Financing transactions may include the issuance of equity or debt securities,~~438~~ ~~and~~obtaining ~~our~~credit ~~negative~~facilities, ~~working~~or ~~capital~~other ~~was~~financing ~~$435~~mechanisms. However,~~710~~ the trading price, or the low amount of trading, of our common stock or a downturn in the U.S. Weequity ~~have~~and ~~had~~debt ~~net~~markets ~~operating~~could ~~losses~~make it more difficult to obtain financing through the issuance of $1equity or debt securities. Even if we are able to raise the funds required,~~899~~ it is possible that we could incur unexpected costs and expenses,~~456~~ ~~since~~fail ~~the~~to ~~Company's~~collect ~~inception~~significant onamounts ~~December~~owed 5to us, ~~2014~~or experience unexpected cash requirements that would force us to seek alternative financing. WeFurthermore, ~~had~~if nowe ~~material~~issue ~~commitments~~additional ~~for~~equity ~~capital~~or ~~expenditures~~debt assecurities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of ~~March~~existing 31holders of our common stock. The inability to obtain additional capital may restrict our ability to deploy our business model and may reduce our ability to conduct business operations. If we are unable to obtain additional financing, ~~2017~~we may have to curtail our marketing and development plans and possibly cease our operations.

WeThere ~~have~~is nolimited ~~known~~historical ~~demands~~financial orinformation ~~commitments~~about asus on which to base an evaluation of ~~March~~our ~~31,~~performance. ~~2017~~We are a development stage company and wehave ~~are~~generated ~~not~~relatively ~~aware~~small amount of ~~any~~revenues ~~events~~from oroperations. ~~uncertainties~~We ~~that~~cannot guarantee we will ~~result~~be successful in orour ~~that~~business ~~are~~operations. ~~reasonably~~Our ~~likely~~business is subject to ~~materially~~risks ~~increase~~inherent orin ~~decrease~~the establishment of a new business enterprise, including limited capital resources, possible delays in developing our ~~current~~products, ~~liquidity~~and possible cost overruns due to the price and cost increases in supplies and services.

Going Concern

~~Our~~The ~~auditors~~Company ~~have~~had ~~included~~ an ~~emphasis~~accumulated deficit of a$2,700,615 ~~matter~~as ~~paragraph~~of ~~regarding~~September ~~the~~30, ~~substantial~~2017 ~~doubt~~and ~~about~~has ~~our~~working ~~ability~~capital toof ~~continue~~$940,998 as aof ~~going~~September ~~concern~~30, in2017. ~~their~~The ~~opinion~~Company onhas ~~our~~not ~~financial~~established ~~statements~~an asongoing source of, ~~and~~revenues ~~for~~sufficient ~~the~~to ~~year~~cover ~~ended,~~its ~~June~~operating ~~30,~~costs ~~2016.~~and ~~This~~requires ~~means~~additional ~~that~~capital ~~there~~to isproceed ~~substantial~~with ~~doubt~~its ~~that~~operating weplan. ~~can~~The ability of the Company to continue as ana ~~on-~~going ~~business~~concern ~~for~~is ~~the~~dependent ~~next~~on 12the ~~months~~Company ~~unless~~obtaining weadequate ~~obtain additional~~ capital to ~~pay~~fund ~~for~~operating ~~our~~losses ~~expenses.~~until ~~Accordingly,~~it webecomes ~~must~~profitable. ~~raise~~If ~~sufficient~~the ~~capital~~Company tois ~~sustain~~unable ~~operations.~~to Inobtain ~~response~~adequate capital, ~~management~~it ~~intends~~could be forced to ~~borrow~~cease ~~funds~~operations. orThese factors raise ~~capital~~substantial ~~through~~doubt ~~public~~about orits ~~private~~ability ~~placement~~to ~~offerings.~~continue as a going concern.

~~Off-Balance~~In ~~Sheet~~order ~~Arrangements~~to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan to obtain such resources for the Company may include: product sales; sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its operating expenses. For example, the Company began to ship products to customers this period, and on August 11, 2017, the Company completed a private placement sale of its common stock, generating proceeds of $1,648,318 (see Note 1). However, management cannot provide any assurance that the Company will be successful in accomplishing all of its plans.

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. The Company uses certain resources and services from an affiliated company, through common majority ownership, and is currently provided these without charge. These resources and services are expected to be provided by such affiliate company on a charged basis on commercially reasonable terms, subject to a definitive shared facility and services agreement, which the Company anticipates concluding during fiscal year 2018. The Company will acquire its own facilities, equipment and personnel when it is in a sufficient financial position, which the Company expects will result in a material impact to its financial statements of the Company.16

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. The obtainment of financing, the successful development of the Company’s contemplated plan of operations, or its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the condensed consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our ~~condensed~~ consolidated financial statements. Specific Accounting Policies are contained in Note 2 of this document.

While we believe that the historical experience, current trends and other factors considered support the preparation of our ~~condensed~~ consolidated financial statements, in conformity with U.S. GAAP, actual results could differ from our estimates and such differences could be material.

17Off Balance Sheet Arrangements

We do not engage in any activities involving off-balance sheet arrangements.

Recent Accounting Pronouncements

See Note 2 – Summary of Significant Accounting Policies

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

~~Management's~~Evaluation ~~Report~~of ondisclosure ~~Disclosure~~controls ~~Controls~~ and ~~Procedures~~procedures

WeOur ~~maintain~~management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that ~~are~~is designed to ensure that information required to be disclosed by the Company in ~~our~~the reports ~~filed~~that we file or submit under the ~~Securities~~ Exchange Act ~~of 1934, as amended,~~ is recorded, processed, summarized and reported, within the time ~~periods~~ specified in the ~~SEC’~~Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and ~~that~~procedures ~~such~~designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to ~~our~~the issuer's management, including its principal executive officer and principal financial officers, or persons performing similar functions, as appropriate to allow ~~for~~ timely decisions regarding required disclosure.

AsPursuant ofto ~~the~~Rule ~~end~~13a-15(b) ofunder the ~~quarter~~Exchange ~~covered by this report~~Act, wethe Company carried out an evaluation of the effectiveness of the ~~design~~Company's disclosure controls and ~~operation~~procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of ~~our~~the ~~disclosure~~quarter ~~controls~~ended ~~and~~September ~~procedures~~30, 2017. Based upon that evaluation, the Company's Chief Executive and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of ~~March~~September 3130, 2017 due to the Company’s limited size, limited internal resources, and lack of ability to have multiple levels of transaction review.

~~Management~~A ismaterial weakness in ~~the~~internal ~~process~~control ofover ~~determining~~financial ~~how~~reporting ~~best~~is ~~to change our current system and implement~~ a ~~more~~control ~~effective~~deficiency ~~system~~(within tothe ~~ensure~~meaning ~~that~~of ~~information~~the ~~required~~Public toCompany beAccounting ~~disclosed~~Oversight inBoard ~~our~~(United ~~reports~~States) ~~filed~~Auditing ~~under~~Standard ~~the~~No. ~~Exchange Act is recorded~~2), ~~processed,~~or ~~summarized~~a ~~and~~combination ~~reported accurately. Our management acknowledges the existence~~ of ~~this~~control ~~problem~~deficiencies, ~~and~~that ~~intends~~result ~~to develop procedures to address them to the extent possible given limitations~~ in ~~financial~~there ~~and~~being ~~manpower~~more ~~resources.~~than ~~While management is working on~~ a ~~plan,~~remote nolikelihood ~~assurance~~of ~~can~~material bemisstatement ~~made~~in ~~at this point that~~ the ~~implementation~~annual ofor ~~such~~interim ~~controls~~financial ~~and~~statements ~~procedures~~would ~~will~~not be ~~completed~~prevented ~~in a timely manner~~ or ~~that they will be adequate once implemented~~detected.

The matters involving internal controls and procedures that our management considered to be material weaknesses were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; (4) management dominated by a single individual without adequate compensating controls; and (5) inadequate internal resources for accounting and reporting matters. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our consolidated financial statements as of June 30, 2017.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our consolidated financial statements in future periods.

Management is in the process of determining how best to change our current system and implement a more effective system to ensure that information required to be disclosed in reports that must be filed with the Securities and Exchange Commission has been recorded, processed, summarized and reported accurately. Our management acknowledges the existence of this problem and intends to develop procedures to address this problem to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

Changes in Internal Control over Financial Reporting

~~There~~In ~~have~~August, ~~been~~2017, ~~no changes in our internal controls over financial reporting that occurred during~~ the ~~quarter~~Company ~~ended~~hired ~~March~~a ~~31,~~Controller ~~2017~~as ~~that~~part ~~have~~of ~~materially~~its ~~affected,~~efforts ~~or are reasonably likely~~ to ~~materially~~address ~~affect, our~~ internal ~~controls~~accounting ~~over~~personnel ~~financial reporting~~deficiencies.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

WeNeither ~~know~~we ofnor noour ~~material,~~property ~~existing or pending legal proceedings against the Company, nor~~ are weparty ~~involved~~to ~~as a plaintiff in~~ any ~~material proceeding or~~ pending ~~litigation. There are no proceedings in which any of our directors, officers~~ or ~~affiliates~~, ~~or,~~ to our knowledge, ~~any~~threatened ~~registered~~legal ~~beneficial shareholder, is an adverse party or has a material interest adverse to our interest~~proceeding.

Item 1A. Risk Factors.

As a "smaller reporting company" we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On ~~December~~August 3111, ~~2016~~2017, anthe ~~affiliated~~Company ~~company~~completed ~~through~~a ~~common~~private ~~majority~~placement ~~ownership,~~sale ~~entered~~of ~~into~~140,127 anshares ~~intellectual~~of ~~property~~its ~~licenses~~common ~~and strain access agreement with Amyris~~stock, ~~Inc.~~generating ~~(“Amyris”)~~proceeds ~~As part~~ of ~~the~~$1,648,318, ~~agreement~~ the ~~affiliated~~majority ~~company~~of which was topaid ~~pay~~in ~~Amyris~~cash and $10,000~~,000~~ ~~for~~of ~~certain~~which ~~intellectual~~was ~~property~~issued aspursuant ~~well as access~~ to ~~certain~~a ~~strains.~~promissory ~~On April 17~~note, ~~2017~~which ~~the~~has ~~affiliated~~since ~~company~~been ~~entered~~paid. ~~into~~The anissuance ~~agreement~~was ~~with~~made ~~Amyris,~~pursuant to ~~accelerate~~the ~~both~~registration ~~market~~exemption ~~access~~provided ~~and~~by ~~strategic~~Section ~~positioning~~4(a)(2) inof the ~~sweetener~~Securities ~~market.~~Act ~~As part~~ of ~~this agreement~~1933, inas ~~lieu of cash payment of $10~~amended,~~000,000~~ ~~under~~as the ~~license~~common ~~agreement,~~stock ~~the~~was ~~owner~~sold ofin ~~the~~a ~~affiliate~~privately ~~company which is also the Majority Shareholder of the Company would give 850~~negotiated,~~115~~ ~~shares~~isolated oftransaction ~~SweeGen~~with ~~common~~a ~~stock,~~small ~~accounting~~number ~~for 3.33%~~ of ~~SweeGen.~~sophisticated ~~These~~purchasers ~~shares~~not ~~were~~involving ~~transferred~~any ~~from~~public ~~the~~offer ~~Majority~~or ~~Shareholder of SweeGen to Amyris on April 17, 2017~~solicitation.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a)On ~~None~~November 15, 2017 (the “Execution Date”), the Company entered into a “Facility Sharing and Service Agreement” with Phyto Tech Corp. d/b/a Blue California (“Blue California”), a corporation controlled by the Company’s Majority Shareholder. According to this agreement, the Company has utilized and will continue to utilize until June 30, 2018, approximately 3,000 square feet (the “Shared Premises”), or 10% of the entire square footage of the office and warehouse space that Blue California currently leases. In addition, the Company will be responsible for its allocable share of the utilities, insurance, maintenance, services and office supplies in connection with use of the Shared Premises, and will lease certain IT equipment, furniture and other office equipment during the term of the agreement. Blue California will provide the Company with certain personal and consulting support relating to its operations. In consideration for these services and the shared facility, the Company will reimburse Blue California a total of $250,000 for each of the calendar quarters beginning July 1, 2017 and October 1, 2017, and an estimated $133,000 for each of the calendar quarters beginning January 1, 2018 and April 1, 2018, subject to adjustment by the parties as provided in the agreement. The agreement can be terminated upon 30 days’ notice by either party.

(b) There have been no material changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors implemented in the quarter ended ~~March~~September 3130, 2017.

Item 6. Exhibits.

The following exhibits are included as part of this report:

Exhibit No.	Description
31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer
32.1	Rule 1350 Certification of Principal Executive and Financial Officer
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculations
101.DEF	XBRL Taxonomy Extension Definitions
101.LAB	XBRL Taxonomy Extension Labels
101.PRE	XBRL Taxonomy Extension Presentation

Exhibit No.

Description

10.1	Sweetener Business Separation Binding Term Sheet dated August 16, 2017 between the Registrant and Phyto Tech Corp. d/b/a Blue California (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2017 and incorporated herein by reference).

10.2	First Amendment to Inter-Company Patent License Agreement dated August 16, 2017 between the Registrant and Conagen Inc. (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2017 and incorporated herein by reference).

10.3	Facility Sharing and Service Agreement dated November 13, 2017 between the Registrant and Phyto Tech Corp. d/b/a Blue California.

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer

32.1	Rule 1350 Certification of Principal Executive and Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SWEEGEN, INC.
	(Registrant)
Dated: May 16, 2017	/s/ Steven Chen
	Steven Chen
	Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive, Financial, and Accounting Officer)

SWEEGEN, INC.

19 (Registrant)

Dated: November 20, 2017/s/ Steven Chen

Steven Chen

Chief Executive Officer,

Chief Financial Officer,

Secretary, Treasurer and Director

(Principal Executive, Financial, and Accounting Officer)

Filing Compare · SweeGen, Inc.