GROOVE BOTANICALS INC. 10-K

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 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 dividends. Currently the value of the liquidation preference is $500,000, the amount of debt that the related party converted into the preferred stock. 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 action. All accrued dividends on the Series B has been settled through March 31, 2023, and none currently remains outstanding. Dividends 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. 5 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, 2022. 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 share. 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 None. Item 6. Reserved