What changed in this filing

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Item 1. Business

2018-08-28 compared with 2015-08-14 · 86 added, 96 removed, 19 unchanged (91% of the section changed)

Oil & Gas, Inc.

(the "Company") was originally incorporated in Colorado in April 1991 under the name Snow Runner

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"

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.

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.

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.

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.

On 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.

This amendment was not filed with the Nevada Secretary of State.

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

8 unchanged sentences

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

strategy is to acquire oil and gas producing properties that have proven reserves and established in-field drilling locations

with a combination of cash, debt, and equity.

We believe that acquisition of such properties minimizes our risk, allows us to

generate immediate cash flow, and provides in-field drilling locations to expand production within the proven oil and gas fields.

We will aggressively develop these low cost/low risk properties in order to enhance shareholder value.

In addition, Avalon's technology

group acquires oil production enhancing technologies.

In furtherance

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

the year ended March 31, 2013, we advanced $160,000 for the purchase of oil and gas producing properties in Western Oklahoma,

pending the completion of due diligence by the Company, if the Seller is not able to deliver clear title to these properties these

funds will be returned to us.

July 1, 2013, the Company acquired a fifty percent (50%) working interest in the Moody and West Lease, Duval County, Texas.

October 10, 2013, the Company entered into a Technology Scouting Agreement with IP Technology Exchange, Inc.

("IP TechEx"),

to identify potential technology acquisition and licensing opportunities.

Our alliance with IP TechEx will enable us

to develop a portfolio of new technologies within the oil and gas industry.

March 19, 2014, the Company formed Weyer Partners, LLC, a one hundred percent (100%) wholly owned Minnesota Corporation.

Partners, LLC, was formed to operate oil and gas properties in Oklahoma and Texas.

May 9, 2014, the Company formed AFS Holdings, Inc., a one hundred percent (100%) wholly owned Nevada Corporation.

Inc., was formed to leverage the Company’s relationship with IP TechEx, and market technology licensed from IP TechEx.

September 29, 2014 the Company acquired the assets of Kensington Energy Limited Partnership –

1985, Kensington Energy Limited

Partnership –

1986, Kensington Energy Limited Partnership –

1987, Kensington Energy Company, Kensington Group Venture

Kensington Group Venture I, Kensington Group Venture II, and Kensington Group Venture III for a combination of cash and debt.

December 1, 2014, the Company acquired a license for proprietary products and solutions to prevent corrosion on new sump equipment

and sump equipment currently in use.

These proprietary products can be used on new or used sump equipment and will substantially

minimize corrosion.

December 15, 2014, the Company renewed its Technology Scouting Agreement with IP TechEx for an additional three (3) years.

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.

On July 22, 2017, the Company abandoned its properties

in Plaquemines Parish, Louisiana.

December 28, 2017, the Company sold its properties in Custer County, and Pittsburg 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

our acquired oil and gas leasehold interests, none of which can be guaranteed.

our success is dependent upon our ability to generate revenues from our acquired oil and gas leasehold interests, and to achieve

profitability, which is dependent upon a number of factors, including general economic conditions and the sustained profitability

resulting from the operation of the acquired oil and gas leaseholds.

There is no assurance that even with adequate financing or

combined operations, we will generate revenues and be profitable.

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

May 17, 2006, The Company signed a strategic alliance agreement with Innovaro Corporation, a technology transfer company to develop

a portfolio of new technologies for the oil and gas industry.

March 29, 2007, The Company acquired Leak Location Technologies, Inc., ("LLT").

LLT owns an exclusive license to a system

for determining the presence and location of leaks in underground pipes.

May 17, 2007, The Company renewed its strategic alliance agreement with Innovaro Corporation, a technology transfer company to

develop a portfolio of new technologies for the oil and gas industry.

August 16, 2007, Kent Rodriguez, the Company's President and CEO, presented a proposal to the Board of Directors to spin-off Oiltek

("Oiltek"), which specializes in oil and gas recovery technology to Avalon's shareholders.

The oil and gas technology

include, but are not limited, to the Patent;

a system to detect hazardous gas leaks including small leaks in natural gas pipelines;

and a system for intelligent drilling and completion sensors to provide real-time oil reservoir monitoring of subsurface information.

September 22, 2007 the Company entered into an agreement with respect to its purchase of a 75.6% interest in Oiltek for $50,000

and the right of Oiltek to promote Avalon's intellectual property.

We are working with IP Technology Exchange, Inc.

this intellectual property.

October 10, 2013, the Company entered into a Technology Scouting Agreement with IP Technology Exchange, Inc.

("IP TechEx"),

to identify potential technology acquisition and licensing opportunities.

Our alliance with IP TechEx will enable us

to develop a portfolio of new technologies within the oil and gas industry.

December 1, 2014, the Company acquired a license for proprietary products and solutions to prevent corrosion on new sump equipment

and sump equipment currently in use.

These proprietary products can be used on new or used sump equipment and will substantially

minimize corrosion.

December 15, 2014, the Company renewed its Technology Scouting Agreement with IP TechEx for an additional three (3) years.

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

the last three fiscal years, compliance with environmental laws and regulations did not have a specific impact on the Company's

The Company does not anticipate that it will incur any material capital expenditures for environmental control facilities

during the next fiscal year.

of March 31, 2015 we had two full time employees, our President, Kent Rodriguez and an 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.

We also have three part time employees at this time.

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

the last three fiscal years, we did not incur research and development expenses.

did not incur research and development expenses.

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