Groove Botanicals Files 2024 Annual Report

TL;DR

GRVE filed 10-K for FY24. All the deets on their biz.

AI Summary

Groove Botanicals Inc. filed its 10-K for the fiscal year ended March 31, 2024, reporting on its operations. The company, formerly known as Avalon Oil & Gas, Inc., is based in Minneapolis, MN. The filing details financial information and operational aspects for the period.

Why It Matters

This 10-K filing provides a comprehensive overview of Groove Botanicals Inc.'s financial health and business operations for the fiscal year ending March 31, 2024, crucial for investors and stakeholders.

Risk Assessment

Risk Level: low — The filing is a standard annual report and does not contain immediate red flags or significant negative news.

Key Numbers

• 0331 — Fiscal Year End (Indicates the end of the reporting period for financial statements.)
• 20240815 — Filing Date (Date the 10-K was officially submitted to the SEC.)

Key Players & Entities

• Groove Botanicals Inc. (company) — Filer of the 10-K
• March 31, 2024 (date) — Fiscal year end
• Avalon Oil & Gas, Inc. (company) — Former company name
• Minneapolis, MN (location) — Company headquarters

FAQ

Key Financial Figures

• $0.001 — ection 12(g) of the Act: Common Stock, $0.001 par value Indicate by checkmark if the
• $500,000 — cipates our capital needs to be between $500,000 and $5,000,000 (varying based on growth
• $5,000,000 — apital needs to be between $500,000 and $5,000,000 (varying based on growth strategies).
• $1,200 — nth basis, for a monthly rental cost of $1,200. 3 Recent Developments Other Infor
• $5,000 — on a per share basis, this would equal $5,000 per share. The Company and Series A Pre
• $40,000 — f the Series A preferred shares accrued $40,000 in preferred dividends from the Series
• $178,468 — f the Series B preferred shares accrued $178,468, in preferred dividends from the Series
• $10,000 — ad previously committed in exchange for $10,000 it had received, $5,000 from each party
• $3,000 — shares of common stock in exchange for $3,000 received. On October 4, 2022, the Comp
• $4,963 — shares of common stock in exchange for $4,963 received. On December 1, 2022, the Com
• $0.0598 — ere issued with an approximate value of $0.0598 per share, based on the fair market val
• $29,970 — , 250,000, and 250,000, in exchange for $29,970 received. On December 1, 2022, the Com
• $4,970 — shares of common stock in exchange for $4,970 received. On January 31, 2023, the Com
• $0.08 — hese shares were issued with a value of $0.08 per share. On April 15, 2023, the Comp
• $0.0783 — g services. These shares were valued at $0.0783 per shares per their corresponding cons

Filing Documents

• eps11390_grve.htm (10-K) — 623KB
• ex21-1.htm (EX-21.1) — 2KB
• ex31.htm (EX-31) — 7KB
• ex32.htm (EX-32) — 4KB
• auditor.jpg (GRAPHIC) — 100KB
• auditor-sig.jpg (GRAPHIC) — 27KB
• 0001171520-24-000297.txt ( ) — 3414KB
• grve-20240331.xsd (EX-101.SCH) — 28KB
• grve-20240331_cal.xml (EX-101.CAL) — 33KB
• grve-20240331_def.xml (EX-101.DEF) — 99KB
• grve-20240331_lab.xml (EX-101.LAB) — 194KB
• grve-20240331_pre.xml (EX-101.PRE) — 165KB
• eps11390_grve_htm.xml (XML) — 337KB

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 4 Item 1B. Unresolved Staff Comments 4 Item 1C Cybersecurity 4 Item 2.

Properties

Properties 4 Item 3.

Legal Proceedings

Legal Proceedings 4 Item 4. Mine Safety Disclosures 4 PART II. Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 5 Item 6. Reserved 6 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 6 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 11 Item 8. Financial Statement and Supplementary Data 11 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 11 Item 9A.

Controls and Procedures

Controls and Procedures 12 Item 9B. Other Information 13 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 13 PART III. Item 10. Directors, Executive Officers and Corporate Governance 13 Item 11.

Executive Compensation

Executive Compensation 14 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 15 Item 13. Certain Relationships and Related Transactions, and Director Independence 15 Item 14. Principal Accounting Fees and Services 16 PART IV. Item 15. Exhibits, Financial Statement Schedules 17 Item 16. Form 10-K Summary 33 PART I Cautionary Note Regarding Forward-Looking Statements In addition to historical information, this Annual Report on Form 10-K of Groove Botanicals Inc. contains "forward-looking statements." Any statements contained herein that are not of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking limitation, future capital requirements, regulatory actions or delays and other factors that may cause actual results to be materially different from those described or anticipated by these forward-looking statements. The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. We undertake no obligation to update or revise any forward-looking statements

Business

Item 1. Business. As used in this Annual Report on Form 10-K (this "Report"), references to the "Company," the "registrant," "we," "our" or "us" refer to Groove Botanicals Inc. unless the context otherwise indicates. Prior Operations Organizational history Groove Botanicals, Inc. (the "Company"), (formerly known as Avalon Oil & Gas, Inc.), was originally incorporated in Colorado on April 25, 1991 under the name Snow Runner (USA), Inc. The Company was the general partner of Snow Runner (USA) Ltd.; a Colorado limited partnership to sell proprietary snow skates under the name "Sled Dogs" which was dissolved in August 1992. In late 1993, the Company relocated its operations to Minnesota and in January 1994 changed our name to Snow Runner, Inc. In November 1994 we changed our name to the Sled Dogs Company. In May 1999, we changed our state of domicile to Nevada and our name to XDOGS.COM, Inc. On July 31, 1998, the Corporation split their shares One (1) for Fifty-Four (54). On August 24, 2000, the Corporation split their shares One (1) for Five (5) and changed our name from XDOGS.COM to XDOGS, Inc. We changed our symbol from XDGS to XDGI. On June 22, 2005, the Corporation changed our name from XDOGS, Inc. to Avalon Oil and Gas, Inc. We changed our symbol from XDGI to AOGS. On July 22, 2005, the Board of Directors and a majority of the Company's shareholders approved an amendment to our Articles of Incorporation to change the Company's name to Avalon Oil & Gas, Inc., and to increase the authorized number of shares of our common stock from 200,000,000 shares to 1,000,000,000 shares par value of $0.001. On May 15, 2007, the Corporation split their shares One (1) for Twenty (20). We changed our symbol from AOGS to AOGN. On June 4, 2012, the Board of Directors approved an amendment to our Articles of Incorporation to a reverse split of the issued and outstanding shares of Common Stock of the Corporation ("Shares") such that each holder of Shares as of the record date of

Risk Factors

Item 1A. Risk Factors Smaller reporting companies are not required to provide the information required by this item. For risks relating to our operations, see "Risk Factors" contained in our Form 10-12g/A filed with the SEC on November 6, 2023

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments None

Cybersecurity

Item 1C. Cybersecurity We recognize the importance of developing, implementing, and maintaining robust cybersecurity measures to protect our information systems and protect the confidentiality, integrity, and availability of our data. Presently our information systems are limited to databases maintained by third parties. As a result, we have limited policies and procedures to assess, identify, and manage material risk from cybersecurity threats. We assess risks from cybersecurity threats against our third-party information systems that may result in adverse effects on our information systems or any information residing therein. We conduct periodic and ad-hoc assessments to identify cybersecurity threats. Presently we do not believe there are any material threats to our systems. Following these risk assessments, if needed, we evaluate whether and/or how to re-design, implement, and maintain reasonable safeguards to mitigate identified risks and reasonably address any identified gaps in existing safeguards. We do not yet have an IT manager given our limited exposure to risks, and therefore the review of our limited systems is undertaken by our President to manage the risk assessment and mitigation process. When applicable to our corporate structure and when we believe exposure to risks within our systems exceeds the current limited levels of exposure, we will monitor and test our safeguards and train our employees on the implementation of such safeguards, in collaboration with human resources, IT, and management, as available. We aim to promote a company-wide culture of cybersecurity risk management as we grow in size. Risks from Cybersecurity Threats As of the date of this report, we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or financial condition. Governance Our board of directors is responsible for monitoring and assessing strategic risk exposure. Our board of

Properties

Item 2. Properties Our corporate office is located at 310 Fourth Avenue South, Suite 700, Minneapolis, MN 55415. This office space is rented from an unaffiliated third party on a month-to-month basis under terms of a verbal agreement for a monthly rental of $1,200.

Legal Proceedings

Item 3. Legal Proceedings There are no pending legal proceedings to which we are a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures Not applicable 4 PART II

Market for Registrant's Common Equity, Related

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. a) Market Information Our common stock is currently quoted on the OTC market "Pink Sheets" under the symbol GRVE. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions. Period High Low Quarter ended March 31, 2024 .050 .020 Quarter ended December 31, 2023 .127 .023 Quarter ended September 30, 2023 .177 .035 Quarter ended June 30, 2023 .298 .043 Quarter ended March 31, 2023 .090 .041 Quarter ended December 31, 2022 .060 .039 Quarter ended September 31, 2022 .065 .036 Quarter ended June 30, 2022 .038 .038 b) Holders On March 31, 2024, there are approximately 720 holders of record of our common stock. c) Dividends that may be applicable to any then outstanding preferred stock, the holders of common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of legally available funds. Holders of Series A Stock are entitled to receive dividends on shares of Series A Preferred equal (on an as-converted to common stock basis) to and in the same form as dividends actually paid on our common stock. Series A Preferred Stock holds designations of cash dividends at the rate of 8% of the amount per share of Series A Preferred Stock per annum in the form of "Preferred Dividends", voting rights on an as-converted to Common Stock basis, liquidation preferences, and conversion rights in which each share of Series A Preferred Stock shall, upon conversion, represent 0.51% of the then "Fully-Diluted Shares Outstanding" of the Company. On January 12, 2018, our Board of Directors agreed to amend Designation of the Series A Convertible Pre

Management's Discussion and Analysis of Financial

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with our financial statements, and the notes to those financial statements that are included elsewhere in this Report. All monetary figures are presented in U.S. dollars, unless otherwise indicated. Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the SEC. Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested p

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