What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-08-15 compared with 2019-01-11 · 86 added, 276 removed, 8 unchanged (98% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Principal Market or Markets

with the close of business on June 19, 1997, our Common Stock was delisted from the NASDAQ Small Cap Market.

In June of 1997,

our Common Stock began trading on the NASD Over-the-Counter Bulletin Board ("OTCBB").

Beginning in April

2010 our Common Stock began trading on the electronic OTCQB and OTCBB market.

Since August 2016 our Common Stock has

traded on the OTC Pink Sheets.

Market makers and other dealers provided bid and ask quotations of our Common Stock.

under the symbol "GRVE".

table below represents the range of high and low bid quotations of our Common Stock as reported during the reporting period herein.

The following bid price market quotations represent prices between dealers and do not include retail markup, markdown, or commissions;

hence, they may not represent actual transactions.

Share Common Stock Bid Prices by Quarter For the Two Most Recent Fiscal Years

Quarter Ended

March 31, 2017

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.

Quarter ended March 31, 2024

Quarter ended December 31, 2023

5 unchanged sentences

Quarter ended June 30, 2022

of December 17, 2018, 28,293,062 shares of our Common Stock were outstanding and the number of holders of record of our Common

Stock at that date was approximately 985.

However, we estimate that there are a significantly greater number of shareholders because

a substantial number of our shares are held in nominee names by brokerage firms.

dividends on the Common Stock were paid by us during the fiscal year ended March 31, 2017, or the fiscal year ended March 31,

2016, nor do we anticipate paying dividends on Common Stock in the foreseeable future.

Holders of Common Stock are entitled to

receive such dividends as may be declared by our Board of Directors.

Securities Authorized for Issuance Under Equity Compensation Plans.

have not established an Equity Compensation Plan and have not authorized the issuance of any securities under such plan.

On March 31, 2024, there

are approximately 720 holders of record of our common stock.

Subject to preferences

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 Preferred Stock be amended by changing the ratio

for conversion, in Article IV, subparagraph (a), from 0.4% to 0.51% so that upon conversion the number of shares of common stock to be

exchanged shall equal 51% of then issued and outstanding common stock.

In addition, on January 12, 2018, the Company and the Series A

Holder agreed to forgive all accrued interest to date on the Series A, and to pause any accruals until April 1, 2023.

The Series A Convertible

Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the stock plus any unpaid

Currently the value of the liquidation preference is $500,000, the amount of debt that the related party converted into the

preferred stock.

Articles of Incorporation authorize us to issue up to 1,000,000 shares of $0.10 par value preferred stock, with such classes,

series and preferences as our Board of Directors may determine from time to time.

In June 2002, our Board of Directors authorized

the issuance of 100 shares of Series A Convertible Preferred Stock (the "Series A Preferred Stock").

Our Board further

agreed to issue all of the Series A Preferred Stock to our Chairman and President, Kent Rodriguez, in satisfaction of $500,000

in loans made by Mr.

On January 12, 2018,our Board of Directors agreed to amend Designation of the Series A Convertible

Preferred Stock be amended by changing the ratio for conversion, in Article IV, subparagraph (a), from .4% to .51% so that upon

conversion the number of shares of common stock to be exchanged shall equal 51% of then issued and outstanding common stock.

Series A Preferred Stock accrues dividends at the rate of 8% per annum on the original purchase price for the shares.

by the Board of Directors, these dividends are payable quarterly, beginning in September 2002.

We are prohibited from paying any

dividends on our Common Stock until all accrued dividends are paid on our Series A Preferred Stock.

we liquidate or dissolve, and after payment of our debts, the holders of the Series A Preferred Stock are entitled to a preference

payment before we make any distributions to our Common Stockholders.

The preference amount is equal to the original purchase price

for the Series A Preferred shares plus accrued, but unpaid dividends.

As of March 31, 2017, the liquidation preference is

$576,450, or $5,764.50 per share.

Series A Preferred Stock is convertible at any time into 51% of the then outstanding shares of Common Stock and securities convertible

into Common Stock on a fully diluted basis.

However, conversion is limited to the number of shares of Common Stock available for

issuance under our articles of incorporation.

of whether or not the Series A Preferred Stock has been converted to our Common Stock, the Series A Preferred Stockholder is entitled

to vote, at all times, on an as-if converted basis.

The Preferred Stockholder, Mr.

Rodriguez, has the right to vote the Series

A Preferred Stock together with his other holdings in the Company.

March, 2013, our Board of Directors authorized the issuance of 2,000 shares of Series B Preferred Stock (the "Series B Preferred

Stock").

The face amount of share of the Series B Preferred Stock is $1,000.

There are currently 1,983 shares

of Series B Preferred Stock outstanding.

As of March 31, 2017, the liquidation preference is $2,326,526, or $1,173.24 per share.

March 14, 2014, we filed an amendment with the Nevada Secretary of State increasing the interest rate on the Series B Preferred

Shares to nine percent (9.00%), effective on April 1, 2014 and changing the payment date to from January 15th of each year to

The next interest payment on the Series B Preferred Stock will be on April 1, 2018.

Series B Preferred Stock accrues dividends at the rate of 9% per annum on the original purchase price for the shares.

declared by the Board of Directors, these dividends are payable annually, beginning in January 2014.

We are prohibited from paying

any dividends on our Common Stock until all accrued dividends are paid on our Series B Preferred Stock.

B Preferred Stock ranks junior to the Series A Preferred Stock owned by our President and Chief Executive Officer, as to Dividends and

to a distribution of assets in the event of a liquidation of assets.

Holders of Series B Preferred Stock do not have any voting rights and their consent is not required to take any sort of corporate

Holdings, Inc.

Series A Preferred Stock

October 5, 2015, the Articles of Incorporation of AFS were amended to authorize the issuance of 5,000,000 shares of Preferred

Stock, par value $0.001, of which 1,000 shares are designated as Series A Preferred Stock.

Series A Preferred Stock accrues dividends at the rate of 12% per annum on the original purchase price for the shares.

These dividends

are payable annually in cash or the AFS Common Stock at the discretion of the Board of Directors, beginning in March 2016.

is prohibited from paying any dividends on AFS Common Stock until all accrued dividends are paid on our Series A preferred Stock.

Upon liquidation, the Series A Preferred Stock shareholders shall be entitled to the stated value of each shares held, in addition

to accrued and unpaid dividends, as long as AFS possesses the funds necessary to make payments.

AFS may, at any time, redeem the

shares of Series A Preferred Stock without the prior written consent of the Series A Preferred Stock shareholders.

A Preferred Stock ranks senior to AFS Common Stock in a distribution of assets in the event of a liquidation of assets.

of March 31, 2017, the liquidation preference is $214,037, or $1,070.19 per share.

SALES OF UNREGISTERED SECURITIES

Company did not sell any unregistered securities between January 1, 2017 and March 31, 2017:

the twelve months ended March 31, 2017 and 2016, the Company incurred $178,488 and $165,038 in dividends on Series B preferred

the twelve months ended March 31, 2017 and 2016, the Company incurred $11,037 and $3,000 in dividends on AFS Series A Preferred

other unregistered securities sold by the Company during the past three years, but prior to January 1, 2017, have been included

in the Company's 10-Q filings.

of the unregistered securities sold were issued directly by the Company, and no commissions or fees were paid in connection with

any of these transactions.

The transactions were private, and the Company endeavored to comply both with Regulation D, and also

Section 4(2) of the Securities Act of 1933, as amended, as exemption(s) from registration.

The Company exercised reasonable care

to assure that the purchasers of the securities are not underwriters and were "accredited investors"

under Regulation

D and/or sophisticated investors.

SELECTED FINANCIAL DATA

Not applicable.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OF OPERATIONS AND PLAN OF OPERATION

following discussion and analysis should be read in conjunction with our consolidated financial statements and notes related thereto.

The discussion of results, causes and trends should not be construed to infer conclusions that such results, causes or trends

necessarily will continue in the future.

the year ended March 31, 2017 compared to the year ended March 31, 2016

for the year ended March 31, 2017 were $57,021, an increase of $4,088 compared to revenue of $52,933 for the year ended March

Revenue from the sale of oil and gas increased as a result of a consulting income received.

Concentration

the year ended March 31, 2017, four customers, Scissortail Energy, Avalon 2015-1 LP, Lexinta SA and Ward Petroleum, individually

accounted for 23%, 18%, 18% and 12% of the Company’s revenues, respectively.

Except for the aforementioned customers, there

was no other single customer who accounted for more than 10% of the Company’s revenues for the year ended March 31, 2017.

For the year ended March 31, 2016, three customers, KROG Partners, Scissortail Energy and Ward Petroleum, individually accounted

for 28%, 20% and 16% of the Company’s revenues, respectively.

Except for the aforementioned customers, there was no other

single customer who accounted for more than 10% of the Company’s revenues for the year ended March 31, 2016.

Operating Expenses

the year ended March 31, 2017, our lease operating expenses were $51,996 an increase of $1,233 compared to $50,763 for

the year ended March 31, 2016.

The increase was due to workover costs on the Lincoln County, Oklahoma properties.

General, and Administrative Expenses

general and administrative expenses for the year ended March 31, 2017 were $183,774 a decrease of $605,062 compared to selling,

general and administrative expenses of $788,836 during the year ended March 31, 2016.

Selling, general and administrative

expenses for 2017 consisted primarily non-cash consulting services of payroll and related costs of $48,000;

travel and entertainment

expenses of $16,546;

office expenses of $70,848 and consulting fees in the amount of $94,970.

The decrease was primarily

due to non-cash consulting services of $154,546, $12,450 in legal and accounting fees and the write off of the $279,400 balance

in deposits year for the ended March 31, 2016.

did not have any bad debt expese for the year ended March 31, 2017.

Bad debt expense for the year ended March 31, 2016 was 58,741.

expense for the year ended March 31, 2017 was $25,620.

Impairment expense for the year ended March 31, 2016 was $1,839,941.

impairment expense was due to the reduction in the market price for oil and natural gas, the loss of economic value of the Company’s

non-proven properties and the impairment of the Company’s intellectual properties.

stock-based compensation for the years ended March 31, 2017 and March 31, 2016 were $53,300 and $0, respectively.

Depreciation,

Depletion, and Amortization

Depreciation,

Depletion, and Amortization were $32,807 for the year ended March 31, 2017 a decrease of $52,090 compared to $84,897 for the year

ended March 31, 2016.

The decrease was due to the impairment of $1,839,941 in oil and gas and intellectual property assets for

the year ended March 31, 2016.

on Settlement of Debt, Notes Payable and Accrued Interest, and Miscellaneous Income

the year ended March 31, 2017, the Company did not have a gain on the settlement of debt.

During the year ended March 31, 2016,

we had a net gain on the settlement of debt in the amount of $283,014.

had $5,489 in miscellaneous income for the year ended March 31, 2017.

We did not have any miscellaneous income for the year ended

March 31, 2016.

Expense, net of Interest Income

expense, net of interest expense of $11,506 for the year ended March 31, 2017, a decrease of $5,197 compared to interest

expense, net of $16,703 for the year ended March 31, 2016.

This decrease is due to a reduction in the outstanding principal balances

of notes payable.

the reasons stated above, our net loss for the year ended March 31, 2017, was $243,193, compared to a net loss of $2,503,934 during

the year ended March 31, 2016.

and Capital Resources

Company has minimal revenues from our remaining oil and gas assets.

We are in need of additional cash resources to maintain our

As of March 31, 2017, the Company had a working capital deficit of $937,578, had incurred losses since inception of

$34,047,136, and have not yet received any revenue from the sale our CBD skincare products.

These factors raise substantial doubt

about its ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent

on its ability to raise additional capital or obtain necessary debt financing.

The Company is presently dependent on its controlling

shareholder to provide us funding for its daily operation and expenses, including professional fees and fees charged by regulators,

although he is under no obligation to do so.

Company intends to meet the cash requirements for the next 12 months from the issuance date of this report through a combination

of debt and equity financing by way of private placements, friends, family and business associates.

The Company currently

does not have any arrangements in place to complete any private placement financings and there is no assurance that the Company

will be successful in completing any such financings on terms that will be acceptable to it.

we do not have sufficient working capital to pay our operating costs for the next 12 months, we will require additional funds

to pay our legal, accounting and other fees associated with our Company and our filing obligations under United States federal

securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business.

Once these costs

are accounted for, we will focus on the following the manufacture and sale of our CBD skincare products.

failure to raise money will have the effect of delaying the timeframes in the business plan as set forth above, and the Company

may have to push back the dates of such activities.

financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets

and discharge its liabilities in the normal course of business for the foreseeable future.

The Company has incurred losses

and further losses are anticipated as a result of the development of business which raises substantial doubt about the Company’s

ability to continue as a going concern within the next twelve months from the issuance date of this report.

to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining financing

necessary to meet the Company’s obligations and repay its liabilities arising from normal business operations when they

Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from

directors and/or private placement of the Company’s common stock.

cash and cash equivalents were $104,574 on March 31, 2017, compared to $108,220 on March 31, 2016.

We met our liquidity needs

through the issuance of our common stock, preferred stock, and notes payable for cash and from the revenue derived from our

oil and gas operations.

need to raise additional capital during the fiscal year, but currently have not acquired sufficient additional funding.

ability to continue operations as a going concern is highly dependent upon our ability to obtain immediate additional financing, or

generate revenues from the sale of our CBD skincare products, and to achieve profitability, none of which can be guaranteed.

Unless additional funding is obtained, it is highly unlikely that we can continue to operate.

There is no assurance

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

our success is dependent upon our ability to generate revenues from the sale of our CBD skin care products.

cash used by operating activities for the year ended March 31, 2017 was $103,646, compared to $348,922 used in the year ended

March 31, 2016.

Company had a net loss of $243,193 for the year ended March 31, 2017, compared to a net loss of $2,503,934 for the year ended

March 31, 2016.

did not receive any note payments for the year ended March 31, 2017.

We received note repayments of $1,429 during the year ended

March 31, 2016.

financing activities for the year ended March 31, 2017 provided cash of $100,000 as compared to $320,000 for the year ended March

We plan to raise additional capital during the coming fiscal year.

Cash generated by financing activities

consisted of $100,000 from the issuance of AFS Series A Preferred Stock.

Accounting Policies

consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United

States of America.

As such, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based

on information available.

These estimates and assumptions affect the reporting amounts of assets and liabilities at the date

of the financial statements and the reported amounts of revenues and expenses during the reporting period.

of the significant accounting policies is described in Note 1 to the financial statements.

enacted accounting standards

May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2014-09, Revenue from Contracts with Customers, which was subsequently modified in August 2015 by ASU No.

2015-14, Revenue

from Contracts with Customers:

Deferral of the Effective Date.

The core principle of ASU No.

2014-09 is that companies should

recognize revenue when the transfer of promised goods or services to customers occurs in an amount that reflects what the company

expects to receive.

It requires additional disclosures to describe the nature, amount, timing and uncertainty of revenue and cash

flows from contracts with customers.

In 2016, the FASB issued additional ASUs that clarify the implementation guidance on principal

versus agent considerations (ASU 2016-08), on identifying performance obligations and licensing (ASU 2016-10), and on narrow-scope

improvements and practical expedients (ASU 2016-12) as well as on the revenue recognition criteria and other technical corrections

(ASU 2016-20).

These new standards will identify performance obligations and narrow aspects on achieving core principle.

is currently evaluating the impact the adoption of this guidance may have on its financial statements.

The Company is an “emerging

growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Under the JOBS

Act, emerging growth companies (“EGCs”) can delay adopting new or revised accounting standards issued subsequent to

the enactment of the JOBS Act until such time as those standards apply to private companies.

Therefore, the Company will not be

subject to the same new or revised accounting standards as public companies that are not EGCs.

The Company anticipates adopting

this new guidance on January 1, 2019 with the modified retrospective approach and plans on giving additional updates on its progress

and further conclusions.

January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10):

Recognition and Measurement of Financial

Assets and Financial Liabilities, which requires that equity investments, except for those accounted for under the equity method

or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized

in net income.

However, an entity may choose to measure equity investments that do not have readily determinable fair values at

cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical

or a similar investment of the same issuer.

It also impacts the presentation and disclosure requirements for financial instruments.

It is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after

December 15, 2017, while for EGCs the amendment will become effective for fiscal years beginning after December 15, 2018.

adoption is permitted only for certain provisions.

The Company is in the process of evaluating the impact of adoption of this

guidance on the Company’s consolidated financial statements and will adopt this guidance since January 1, 2019.

Sheet Arrangements

have no off-balance sheet arrangements.

have no material commitments during the next twelve (12) months.

of Significant Equipment

the twelve months ended March 31, 2017 and March 31, 2016, we used $0 for the purchase of equipment.

FINANCIAL STATEMENTS.

audited Financial Statements begin on page F-1.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

If this Preferred Stock were to be redeemed by the holder, it would result in an aggregate of the $500,000 liquidation

preference, on a per share basis, this would equal $5,000 per share.

The Company and Series A Preferred Holder agreed to forgive all accrued

interest and arrearages in preferred share dividends of Series A Preferred Stock through March 31, 2023.

Dividends began to accrue on

the Series A Preferred Stock as of April 1, 2023.

During the fiscal year ended March 31, 2024, the holder of the Series A preferred shares

accrued $40,000 in preferred dividends from the Series A preferred shares.

Series B Preferred Stock holds designations of being ranked

junior to the Series A Preferred Stock, cash dividends at the rate of 9% of the amount per share of Series B Preferred Stock per annum

in the form of “Preferred Dividends”, a dividend received deduction for federal income tax purposes, liquidation preferences

ranked junior to the Series A Preferred Stock, redemption of the Series B Preferred Stock by the Company at 105% of the Stated Value,

plus accrued and unpaid Dividends, if prior to the two year anniversary of the Issuance Date, or at 100% of the State Value, plus accrued

and unpaid Dividends, if on or after the two year anniversary of the Issuance Date, no voting rights, and right to notice of certain corporate

All accrued dividends on the Series B has been settled through March 31, 2023, and none currently remains outstanding.

began to accrue on the Series B Preferred Stock as of April 1, 2023.

During the fiscal year ended March 31, 2024, the holders of the Series

B preferred shares accrued $178,468, in preferred dividends from the Series B preferred shares.

d) Securities Authorized

for Issuance Under Equity Compensation Plans

No equity compensation plan or agreements under which our

common stock is authorized for issuance has been adopted during the fiscal years ended March 31, 2024 and 2023.

We have no equity compensation

plans at this time.

e) Recent Sales of Unregistered Securities

On April 8, 2022, the Company

issued 500,000 shares of common stock, 250,000 each to two separate parties, of which it had previously committed in exchange for $10,000

it had received, $5,000 from each party, received on March 22, 2022.

On April 8, 2022, the Company

issued 2,500,000 shares of common stock, of which it had previously committed in exchange for $40,000 it had received on March 23,

On October 4, 2022, the Company

issued 150,000 shares of common stock in exchange for $3,000 received.

On October 4, 2022, the Company

issued 250,000 shares of common stock in exchange for $4,963 received.

On December 1, 2022, the Company

issued 500,000 shares of common stock in exchange for consulting services.

These shares were issued with an approximate value of $0.0598

per share, based on the fair market value as of their date of issuance.

On December 1, 2022, the Company issued 1,500,000 shares

of common stock to three different parties in the amounts of 1,000,000, 250,000, and 250,000, in exchange for $29,970 received.

On December 1, 2022, the Company

issued 250,000 shares of common stock in exchange for $4,970 received.

On January 31, 2023, the Company

issued 2,750,000 shares of common stock for conversion of debt.

On February 21, 2023, the

Company issued 50,000 shares of common stock for website and social media services.

These shares were issued with a value of $0.08 per

On April 15, 2023, the Company

issued 1,000,000 shares of common stock in exchange for consulting services.

These shares were valued at $0.0783 per shares per their corresponding

consulting agreement.

On December 20, 2023, the

Company issued 1,000,000 shares of common stock in exchange for $20,000 in cash proceeds.

f) Purchases of Equity Securities by the Issuer and

Affiliated Purchasers

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 5. Market for Registrant’s Common Equity