What changed in this filing

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Item 1. Business

2024-08-15 compared with 2019-01-11 · 139 added, 102 removed, 2 unchanged (99% of the section changed)

Company was originally incorporated in Colorado in April 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.

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.

On November 5, 1997, we filed for

protection under Chapter 11 of the U.S.

Bankruptcy Code.

In September 1998, we emerged from protection of Chapter 11 of the U.S.

Bankruptcy Code.

In May, 1999, we changed our state of domicile to Nevada and our name to XDOGS.COM, Inc.

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, and engage in the acquisition of producing oil and gas properties.

November 16, 2011, a majority of the Company's shareholders approved an amendment to our Articles of Incorporation to increase

the authorized number of shares of our common stock from 1,000,000,000 shares to 3,000,000,000 shares par value of $0.001.

amendment was not filed with the Nevada Secretary of State.

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 June 4, 2012 shall receive one (1) post-split Share on the effective date of June 4, 2012 for each three hundred (300)

Shares owned.

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

On August 24, 2000, the Corporation split their shares One (1) for Five (5) and changed our name from XDOGS.COM to XDOGS, Inc.

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 June 4, 2012 shall receive one (1) post-split Share on

the effective date of June 4, 2012 for each three hundred (300) Shares owned.

The reverse split was effective on July 23, 2012.

On September 28, 2012, we held a special

meeting of Avalon’s shareholders and approved an amendment to the Company’s Articles of Incorporation such that the

Company would be authorized to issue up to 200,000,000 shares of common stock.

We filed an amendment with the Nevada

Secretary of State on April 10, 2013, to increase our authorized shares to 200,000,000.

March 21, 2018 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 Groove Botanicals, Inc.

We filed an amendment to our Articles of Incorporation with the

State of Nevada on May 18, 2018.

Company’s new name reflects our new corporate direction as a consumer health products company dedicated to improving people’s

health and well-being.

We will assemble a portfolio of assets via royalty agreements, equity investments, and licensing agreements,

as well as develop our own proprietary CB3 skin care products.

Our products will contain premium hemp extracts with a broad range

of cannabinoids, including cannabidiol (CBD).

CBD is a cannabinoid compound naturally derived from the hemp plant.

drug and has no intoxicating effects, but has a long history of natural uses.

Recent breakthroughs in research have shown the

powerful health benefits of CBD on the body.

CBD is also rich in vitamins A, B, D, and E, antioxidants, and fatty acids, all of

which dramatically improve skin health.

When applied topically to the skin, CBD has been shown to reduce inflammation, retain

skin moisture levels, reduce cellular damage, inhibit oil production leading to breakouts, and protect skin from free radicals

that damage collagen and elastin.

have partnered with top leaders in CBD research, cultivation, and extraction to create the world’s finest cannabis skincare

product line.

Our Groove Botanicals, Inc.

proprietary CB3 launches with three foundational products:

Revita Wash, a gentle yet

effective daily wash that removes toxins and smooths skin;

Phyto Lotion, a light-weight, long-lasting daily moisturizer that hydrates,

softens, and protects;

and Eye Matter, a powerfully effective eye cream that diminishes dark circles, puffiness, expression lines,

and wrinkles.

Together, these products offer a minimalist skincare routine designed to deliver immediate and transformative results

to all skin types.

We are also proud to say that our products are 100% American made and non-toxic, paraben free, sulfate free,

artificial fragrance free, dye free, vegan, animal by-product free, and 100% pet friendly.

We look forward to announcing further

developments in the coming months as we expand and develop both our CBD skin care line and our other innovative new product lines.

furtherance of the foregoing strategy, we have engaged in the following transactions during the last three years:

June 14, 2017, the Company sold its interest in Lipscomb County, Texas.

July 22, 2017, the Company abandoned its properties in Plaquemines Parish, Louisiana.

December 28, 2017, the Company sold its properties in Custer County, Oklahoma.

will continue to evaluate the market value of our oil and gas properties.

March 21, 2018 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 Groove Botanicals, Inc.

and an amendment to our Articles of Incorporation was filed with the State

of Nevada on May 18, 2018 to change the name of our Company.

May 14, 2018, we changed our stock symbol to GRVE.

plan to raise additional capital during the coming fiscal year, but currently have not identified additional funding sources.

Our ability to continue operations is highly dependent upon our ability to obtain additional financing, or generate revenues from

the sale of our CBD skincare products, none of which can be guaranteed.

our success is dependent upon our ability to generate revenues from the sale our CBD skincare products, and to achieve profitability,

which is dependent upon a number of factors, including general economic conditions.

There is no assurance that even with

adequate financing or combined operations, we will generate revenues and be profitable.

TRADEMARKS, AND PROPRIETARY RIGHTS

July 18, 2018 the Company filed five trademark applications with the United States Patent and Trademark Office for CB3SKINCARE:

Trademark Application Serial No.

88/040,563, CB3:

Trademark Application Serial No.

88/040,571, EYE MATTER:

Application Serial No.

88/040,574, REVITA WASH:

Trademark Application Serial No.

88/040,580, and TAKE YOUR SKIN HIGHER:

Trademark Application Serial No.

ENVIRONMENTAL

are in compliance with environmental laws and regulations did not have a specific impact on the Company's operations.

does not anticipate that it will incur any material capital expenditures for environmental control facilities during the next

have one full time employee, our President, Kent Rodriguez and a part time administrative assistant.

The Board retains consultants

and advisors on as needed basis.

They are compensated with cash and also with the issuance of the Company’s

common stock.

AND DEVELOPMENT

did not incur research and development expenses.

28, 2012, we held a special meeting of Avalon’s shareholders and approved an amendment to the Company’s Articles of Incorporation

such that the Company would be authorized to issue up to 200,000,000 shares of common stock.

We filed an amendment with the Nevada Secretary

of State on April 10, 2013, to increase our authorized shares to 200,000,000.

On July 23, 2012, the Corporation split their shares One

(1) for Three Hundred (300).

On May 14, 2018, the Corporation changed our name from Avalon Oil and Gas, Inc., to Groove Botanicals, Inc.

We changed our symbol from AOGN to GRVE.

On August 2, 2021, we filed a Form 15-12B to suspend our duty to file reports under sections

13 and 15(d) of the securities exchange act of 1934.

Present Operations

On September 14, 2023, we filed a registration statement on

Form 10-12g which was deemed effective by the Securities and Exchange Commission (“SEC”) on November 8, 2023.

We plan to assemble a portfolio of early-stage EV Battery

Technologies developed from Universities in Norway, Sweden and Finland, and seek grants from the State of Minnesota Department of Economic

Development to find and identify corporate partners to commercialize these technologies and ultimately produce revenues for the Company.

As the Company continues its business development and asset

acquisitions, the Company anticipates our capital needs to be between $500,000 and $5,000,000 (varying based on growth strategies).

Principal Products

We do not currently have any products.

We are working to assemble

a portfolio of early-stage EV Battery Technologies.

Marketing, Sales and Customer Service

We currently are not undertaking any marketing or sales activities.

Entering the Green Energy Market is highly competitive and

there are many large companies focusing on the industry.

Several small companies have entered the space and caused it to become fragmented

and the barrier for entry to the market is more complicated.

Intellectual Property

The Company does not currently own any patents or technologies

related to the EV battery industry, and the process to acquire patents and technologies can be costly, and as such, the Company is not

guaranteed to acquire any such patents.

Government and Industry Regulation

The Biden-Harris

Administration and 117th Congress have passed critical legislation that will establish U.S.

leadership in electric transportation and

maintain our global competitiveness in the automotive industry.

The Infrastructure

Investment and Jobs Act (https://www.congress.gov/bill/117th-congress/house-bill/3684) and the Inflation

Reduction Act (https://electrificationcoalition.org/work/federal-ev-policy/inflation-reduction-act/) are historic acts that invest hundreds of millions into the EV sector.

They will bolster U.S.

manufacturing

and supply chains to support the transition for both the light-duty and medium- and heavy-duty sectors.

January 1, 2023, the Clean Vehicle Credit (CVC) provisions removed the manufacturer sales caps for vehicles sold after January 1, 2023,

expanded the scope of eligible vehicles to include both EVs and FCEVs, and required that the battery powering the vehicle has a capacity

of at least seven kilowatt-hours (kWh).

The National Highway Traffic Safety Administration

(NHTSA) established the Battery Safety Initiative for Electric Vehicles (Initiative) to coordinate research and other activities relating

to electric vehicle (EV) battery safety.

The Initiative is responsible for:

• Collecting and analyzing

data related to EV batteries;

• Examining field incidents

and conducting battery safety investigations from EV crash and non-crash events;

• Researching and evaluating

EV battery health, battery management systems and cybersecurity, and high-voltage battery

charging failures and effects;

• Investigating safety-related

battery defects.

The NHTSA Initiative also participates in the development

of Global Technical

Regulation (GTR) No.

20 for EV Safety (PDF) (https://unece.org/fileadmin/DAM/trans/main/wp29/wp29wgs/wp29gen/wp29registry/ECE-TRANS-180a20e.pdf) which

includes battery fire safety.

For more information, see the NHTSA’s Initiative (https://www.nhtsa.gov/battery-safety-initiative) website.

The Secretaries of Transportation and Energy jointly

established an EVWG to make recommendations regarding the development, adoption, and integration of light-, medium-, and heavy-duty electric

vehicles (EVs) into the transportation and energy system of the United States.

The EVWG is comprised of 25 members from federal agencies,

the automotive industry, the energy industry, state and local governments, labor organizations, and the property development industry.

The EVWG will produce three reports describing the status of EV adoption, including barriers and opportunities to scale up EV adoption,

and recommendations for EV issues including EV charging station needs, manufacturing and battery costs, EV adoption for low- and moderate-income

individuals and underserved communities, and EV charging station permitting and regulatory issues.

The first report must be submitted

within 18 months of the EVWG establishment, and the second and third reports each two years thereafter.

Based on the EVWG reports, the

Secretaries of Transportation and Energy must jointly develop, maintain, and update an EV strategy that includes how the federal, state,

and local governments, and industry can establish quantitative transportation electrification targets, overcome barriers, provide public

EV education and awareness, identify areas of opportunity in research and development to lower EV cost and increase performance, and

expand EV charging station deployment.

The Secretaries and the Working Group will use existing federal resources such as the Alternative

Fuels Data Center (https://afdc.energy.gov/), the Energy Efficient Mobility

Systems (https://www.energy.gov/eere/vehicles/energy-efficient-mobility-systems/) program, and the Clean Cities and Communities Coalition Network (https://cleancities.energy.gov).

The EVWG was established on June 8, 2022, and will terminate upon the submission of the third and final report.

For more information,

see the EVWG (https://driveelectric.gov/ev-working-group/) website.

(Reference Public

Law 117-58 (https://www.congress.gov/public-laws/117th-congress) and 23 U.S.

Code 151 (https://www.govinfo.gov/))

We have one full time employee, our President, Kent Rodriguez

and a part time administrative assistant.

The Board retains consultants and advisors on as needed basis.

They are compensated

with cash and also with the issuance of the Company’s common stock.

Research and Development

We did not have any research and development costs during

fiscal 2024 and 2023.

Our corporate office is located at 310 Fourth Avenue South,

Suite 7000, Minneapolis, Minnesota 55415.

This office space is rented from an unaffiliated third party on a month-to-month basis, for

a monthly rental cost of $1,200.

Recent Developments

Other Information

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

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business