Securities Registration (section 12(g)) (10-12g)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

GROOVE BOTANICALS INC.

(Exact name of registrant as specified in its charter)

Nevada		84-1168832
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Registrant’s Principal Office

310 Fourth Avenue South, Suite 7000

Minneapolis, MN 55415

Registrant’s telephone number, including area code:

(612-315-5068)

Securities to be registered under Section 12(b) of the Act: None

Securities to be registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 per share

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company ☑
Emerging Growth Company ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

We are filing this General Form for Registration of Securities on Form 10 to register our common stock, par value $0.001 per share (the “Common Stock”), pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Once this registration statement is deemed effective, we will be subject to the requirements of Regulation 13A under the Exchange Act, which will require us to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. We will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.

Unless otherwise noted, references in this registration statement to the “Company,” “Groove,” “we,” “our,” or “us” means Groove Botanicals, Inc.. Our principal place of business is located at 310 Fourth Avenue South, Suite 7000 Minneapolis, MN 55415, and our telephone number is (612) 315-5068.

Groove Botanicals, Inc.. is a Nevada corporation and 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 we 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 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. On March 21, 2018, the Board of Directors 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 are divesting our oil and gas properties and our proprietary CB3 skin care 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 that contain premium hemp extracts with a broad range of cannabinoids, including cannabidiol (CBD). These products offer a minimalist skincare routine and are designed to deliver immediate and transformative results to all skin types. These 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 will use the funds from the sale of these assets to assemble a portfolio of early stage propriety 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.

Management believes that the technologies available and the specialized energy industry present a stable business model with high growth potential. We are filing this Form 10 to resume reporting requirements to ensure our shareholders’ liquidity in their shares going forward, and to provide transparency to the market.

FORWARD-LOOKING STATEMENTS

There are statements in this registration statement that are not historical facts. These “forward-looking statements” can be identified by the use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties beyond our control. To discuss these risks, you should read this entire registration statement carefully, especially the risks discussed under the “Risk Factors” section. Although management believes that the assumptions underlying the forward-looking statements included in this registration statement are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and additional information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results. Accordingly, no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this registration statement will transpire. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.

Item 1. Business.

Prior Operations

ORGANIZATIONAL HISTORY

We were incorporated in the State of Colorado in April In May, 1999, we changed our state of domicile to Nevada and our name to XDOGS.COM, Inc.”. Until August 2, 2021 we were a reporting company. We filed a 15-12B to suspend duty to file reports under sections 13 and 15(d) of the securities exchange act of 1934. Upon restructuring and obtaining the necessary audits to resume reporting we are now filing this form 10 registration.

Groove Botanicals, Inc. (the "Company"), (formerly known as Avalon Oil & Gas, Inc.), 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 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 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. 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. We have completed our 2021 and 2022 audits and are filing this Form 10 Registration Statement to resume the filing of our annual audited financial statements and our quarterly reviewed financial statements.

Present Operations

We are divesting our oil and gas assets and our CB3 skin care products and proprietary trademarks and will use the funds from the sale of these assets 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.

Employees

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.

Facilities

Our corporate office is located at 310 Fourth Avenue South, Suite 7000, Minneapolis, Minnesota 55415. This office space is leased from an unaffiliated third party on a month to month lease, for a monthly rental of $1,200.00

ITEM 1A. RISK FACTORS

Any investment in our securities is highly speculative. The Company's business and ownership of shares of our common stock are subject to numerous risks. You should not purchase our shares if you cannot afford to lose your entire investment. You should consider the following risks before acquiring any of our shares.

We have never been, and may never be, profitable.

During the past several years, we have attempted, without success, to generate revenues and profits. For the year ended March 31, 2022, we had a net loss of $290,485 attributable to the issuance of common stock for consulting services and for legal and professional expenses. There is not any assurance that we will ever be profitable from our operations.

We need additional capital.

We need additional financing to continue operations. The amount required depends upon our business operations, and the capital needs to assemble a portfolio of early stage EV Battery Technologies developed from Universities in Norway, Sweden and Finland. We may be unable to secure this additional required financing on a timely basis, under terms acceptable to us, or at all. To obtain additional financing, we will sell additional equity securities, which will further dilute shareholders' ownership in us. Ultimately, if we do not raise the required capital, we may need to cease operations.

We are dependent upon our key personnel.

We are highly dependent upon the services of Kent A. Rodriguez, our President and Chief Executive Officer. If he terminated his services with us, our business would suffer.

There is only a limited trading market for our securities.

Our Common Stock is traded on the OTC Pink Sheets. The prices quoted may not reflect the price at which you can resell your shares. Because of the low price of our stock, we are subject to rules of the U.S. Securities and Exchange Commission that make it difficult for stockbrokers to solicit customers to purchase our stock. This reduces the number of potential buyers of our stock and may reduce the value of your shares. There can be no assurance that a trading market for our stock will continue or that you will ever be able to resell your shares at a profit, or at all.

Our management controls us.

Our current officers and directors own approximately 52% of our outstanding stock and are able to affect the election of the members of our Board of Directors and make corporate decisions. Mr. Rodriguez, by his ownership of Class A Preferred Stock, has the right to vote 51% of our voting securities. 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. Accordingly, even if we issue additional shares to third parties, Mr. Rodriguez will continue to control at least 51% of our voting securities. This voting concentration may also have the effect of delaying or preventing a change in our management or control or otherwise discourage potential acquirers from attempting to gain control of us. If potential acquirers are deterred, you may lose an opportunity to profit from a possible acquisition.

A significant number of shares are eligible for public sale, potentially depressing our stock price. Under the SEC's Rule 144, shares issued in issuances which are not registered with the SEC first become eligible for public resale after a holding period of six months. Shareholders who are affiliates of us generally may resell only a limited number of their privately acquired shares after six months. After six months, stockholders who are not affiliated with us may resell any number of their privately acquired shares pursuant to Rule 144. The resale of the shares we have privately issued and their potential for their future public resale, may depress our stock price.

Our governing documents and Nevada law may discourage the potential acquisitions of our business. Our Board of Directors may issue additional shares of capital stock and establish their rights, preferences and classes, in most cases without stockholder approval. In addition, we may become subject to anti-takeover provisions found in Section 89.378-78.379 of the Nevada Business Corporation Act which may deter changes in control of our management which have not been approved by our Board of Directors.

We have a going concern issue.

The Company has minimal revenues from our remaining oil and gas assets. We are in need of additional cash resources to maintain our operations. We have not yet received any revenue from the sale our CBD skincare products. These factors raise substantial doubt about our 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.

The 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 to 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.

If 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 capital needs to assemble a portfolio of early stage EV Battery Technologies developed from Universities in Norway, Sweden and Finland. Any 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.

We have material weaknesses on internal control.

Management has assessed the effectiveness of our internal control over financial reporting under COSO Framework 2013 as of March 31, 2022 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of March 31, 2022, our internal control over financial reporting was not effective. The material weaknesses identified related to (i) lack of segregation of duties due to a lack of accounting staff and resources with appropriate knowledge of U.S. GAAP and SEC reporting and compliance requirements; and (ii) a lack of sufficient documented financial closing policies and procedures.

Licensing our patents and technologies could take longer than expected and cause delays

Licensing patents and technologies is extremely profitable if done correctly. We will be searching for the best opportunities to enhance our portfolio and delays can happen when dealing with project managers and when negotiating with large international companies.

Licensing deals require participation from many different individuals and parties.

Our ability to proceed will also depend on how quickly and effectively we can work with other companies and individuals when licensing and negotiating our patented technologies.

The Green Energy Market is Highly Competitive and Fragmented.

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.

Reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal controls over financial reporting, are costly and may increase substantially.

The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage in legal, accounting, auditing, and other professional services. The engagement of such services is costly, and we are likely to incur losses that may adversely affect our ability to continue as a going concern. Additionally, the Sarbanes-Oxley Act of 2002 requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. If we fail to maintain an effective system of internal controls or discover material weaknesses in our internal control. In that case, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in a loss of the investor confidence and a decline in our share price.

We cannot assure you that our Common Stock will be listed on the OTCQB or any other stock exchange.

Our common stock is currently traded on the Pink Sheets under the symbol GRVE. Our goal is to become a fully reporting company, and be included on the OTCQB or a higher exchange, if possible. However, we cannot assure you that we will be able to meet the initial listing standards of the OTCQB or any other stock exchange or quotation medium or that we will be able to maintain a listing of our Common Stock on any stock exchange. After the filing of this Form 10, we expect that our Common Stock would continue to be eligible to trade on the “pink sheets,” where our stockholders may find it more difficult to affect a transaction in our Common Stock or obtain accurate quotations as to the market value of our Common Stock. In addition, we would be subject to an SEC rule that, if we failed to meet the criteria outlined in such rule, imposes various practice requirements on broker-dealers who sell securities governed by such rule to persons other than established customers and accredited investors. Consequently, such a rule may deter broker-dealers from recommending or effecting transactions in our Common Stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

Our Common Stock will likely be considered a “penny stock,” which may make it more difficult for investors to sell their shares due to suitability requirements.

Our common stock is currently deemed “penny stock,” as that term is defined under the Exchange Act. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that the exchange or system provides current price and volume information concerning transactions in such securities). Penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” generally refers to institutions with assets over $5,000,000 or individuals with a net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse.

The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. Moreover, brokers/dealers are required to determine whether an investment in a penny stock is suitable for a prospective investor. A broker/dealer must receive a written agreement to the transaction from the investor setting forth the identity and quantity of the penny stock to be purchased. These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or dispose of them. This could cause our stock price to decline.

We have never paid dividends on our Common Stock, and it is not guaranteed that we will in the future.

We have never paid dividends on our Common Stock, we have this option as valid to discuss on the management level and approve it. There are no assurances or guarantees that we will be able to pay dividends.

We are an “emerging growth company” under the JOBS Act of 2012. We cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). We may take advantage of certain exemptions from various reporting requirements that apply to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive, there may be a less active trading market for our common stock, and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of specific accounting standards until those standards would otherwise apply to private companies. We are taking advantage of the extended transition period to comply with new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in three years, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.

Our status as an “emerging growth company” under the JOBS Act of 2012 may make it more challenging to raise capital as and when we need it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors, and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we cannot raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We have the right to issue shares of preferred stock. If we were to issue preferred stock, it is likely to have rights, preferences, and privileges that may adversely affect the common stock.

We have preferred stock currently issued and outstanding and do have the ability to issue more. The issuance of these shares could adversely affect the common stock already outstanding.

Item 2. Financial Information.

Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Overview

RESULTS OF OPERATIONS AND PLAN OF OPERATION

The 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.

For the year ended March 31, 2022 compared to the year ended March 31, 2021

Revenues

Revenues for the year ended March 31, 2022, were $8,052, an increase of $5,717 compared to revenue of $2,335 for the year ended March 31, 2021. Revenue increased as a result of an increase in the market price for oil and natural gas.

Selling, General, and Administrative Expenses

Selling, general and administrative expenses for the year ended March 31, 2022 were $111,613 an increase of $52,467, compared to selling, general and administrative expenses of $59,146 during the year ended March 31, 2021. Selling, general and administrative expenses for 2022 consisted primarily of; non-cash consulting services of $102,000, payroll and related costs of $48,000; travel and entertainment expenses of $15,348; legal and consulting fees of $18,066 and office expenses of $83,470. The increase was primarily due to an increase is non-cash consulting services and legal and accounting fees for the ended March 31, 2022.

Consulting Expense (Stock-based Compensation)

Stock-based compensation for the year ended March 31, 2022 was $133,000, as we issued 6,650,000 shares of our common stock to outside consultants as payment for services rendered. Stock-based compensation for the year ended March 31, 2021 was $270,000.

Amortization of Debt Discount

Amortization of debt discounts for the fiscal year ended March 31, 2022 was $139,999 an increase of $137,150 compared to amortization of debt discounts of $2,849 for the fiscal year ended March 31, 2021. This increase was primarily due to the Company issuing more convertible debt during the fiscal year ended March 31, 2022

Gain on Settlement of Debt

Gain on settlement of debt for the fiscal year ended March 31, 2022 was $52,458. There was no such gain for the fiscal year ended March 31, 2021. The gain during the fiscal year ended March 31, 2022 was due to a settlement of a convertible debt and related contingent liability.

Settlement Expense

There was no settlement expense during the fiscal year ended March 31, 2022. Settlement expense for the fiscal year ended March 31, 2021, was $70,000, due to two different settlements arising during that period.

EIDL Grant

We received an emergency grant of $2,000 from the U.S. Small Business Administration for Covid 19 Relief during the year ended March 31, 2021. This grant was not available for the year ended March 31 ,2022.

Interest Income (Expense)

Interest expense for the fiscal year ended March 31, 2022 was $56,532 an increase of $37,021 compared to interest expense of $19,511 for the fiscal year ended March 31, 2021. This increase was primarily due to the issuing more convertible debt during the fiscal year ended March 31, 2022.

Net Loss

For the reasons stated above, our net loss for the year ended March 31, 2022, was $290,458, compared to a net loss of $341,599 during the year ended March 31, 2021.

Liquidity and Capital Resources

Going Concern

The Company has minimal revenues from our remaining oil and gas assets. We are in need of additional cash resources to maintain our operations. As of March 31, 2022, the Company had a working capital deficit of $454,965 and has incurred losses since inception of $34,305,992. 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.

The 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.

If 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 assembling a portfolio of early stage EV Battery Technologies developed by Universities in Norway, Sweden and Finland

Any 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.

The 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. The ability 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 come due. 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.

Our cash and cash equivalents were $48,534 on March 31, 2022, compared to $7,911 on March 31, 2021. We met our liquidity needs through the issuance of our common stock and notes payable for cash and from the revenue derived from our oil and gas operations.

We need to raise additional capital during the fiscal year, but currently have not acquired sufficient additional funding. Our ability to continue operations as a going concern is highly dependent upon our ability to obtain immediate additional financing, which can’t 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.

Operating activities

Net cash used by operating activities for the year ended March 31, 2022 was $72,906, compared to $136,761 used in the year ended March 31, 2021.

Financing activities

Our financing activities for the year ended March 31, 2022 provided cash of $113,528 as compared to $54,315 for the year ended March 31, 2021. We received $50,000 from the issuance of a convertible promissory note and $105,050 from the issuance of common stock. We plan to raise additional capital during the coming fiscal year. Cash generated by financing activities for the year ended March 31, 2021, consisted of a $149,965 received from the issuance of common stock.

Basis of Presentation

The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated of America (“U.S. GAAP”) for financial information.

Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, such estimates were made by the Company for the valuation of derivative liability, stock compensation and beneficial conversion feature expenses. Actual results could differ from those estimates.

Financial Instruments

Pursuant to ASC Topic 820, Fair Value Measurements, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets: quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Net Loss Per Share

Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share gives the effect to all dilutive potential common shares outstanding during the period, including stock options, warrants and convertible instruments. Diluted net loss per share excludes all potentially issuable shares if their effect is anti-dilutive. Because the effect of the Company’s dilutive securities is anti-dilutive, diluted net loss per share is the same as basic loss per share for the periods presented. The table below presents the computation of basic and diluted earnings per shares for the years ended March 31, 2022, and 2021:

	For the Year ended 31-Mar-22			For the Year ended 31-Mar-21
Numerator:
Net Loss	$	(290,458	)	$	(341,599	)
Denominator:
Weighted average common shares Outstanding - basic		42,825,461			31,262,293
Dilutive common stock equivalents		—			—
Weighted average common shares Outstanding - diluted		42,825,461			31,262,293

Recently Adopted Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

On December 18, 2019, the FASB issued ASU 2019-12 which modifies ASC 740 to simplify the accounting for income taxes. The ASU’s amendments are based on changes that were suggested by stakeholders as part of the FASB’s simplification initiative (i.e., the Board’s effort to reduce the complexity of accounting standards while maintaining or enhancing the helpfulness of information provided to financial statement users).

ASC 740-10-25, “Accounting for Uncertainty in Income Taxes”, is intended to clarify the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes the recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740-10-25 also provides guidance on de-ecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under ASC 740-10-25, evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step it to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measure at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

Revenue Recognition

Beneficial Conversion Feature

The Company measures its convertible debt using a nondetachable conversion feature known as a beneficial conversion feature, or BCF. A convertible instrument contains a BCF when the conversion price is less than the fair value of the shares into which the instrument is convertible at the commitment date. From time to time, the Company may issue convertible notes that may contain a beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid-in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Debt Issuance Cost

Debt issuance costs incurred in connection with the issuance of debt are capitalized and amortized to interest expense over the term of the debt using the effective interest method. The unamortized amount is presented as a reduction of debt on the balance sheet.

On August 5, 2020, the FASB issued ASU 2020-06 which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP.

GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the financial statements, the Company has incurred recurring net losses since its inception and has raised limited capital. The Company had a net loss of $290,458 and $341,599 for the fiscal years ended March 31, 2022, and March 31, 2021, respectively. The Company's accumulated deficit was $34,305,992 and $34,015,534 as of March 31, 2022, and March 31, 2021, respectively. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is taking certain steps to provide the necessary capital to continue its operations. These steps include but are not limited to: 1) focus on our new business model and 2) raising equity or debt financing

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders, Groove Botanicals, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Groove Botanicals, Inc. (the "Company") as of March 31, 2022 and 2021, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Going Concern Matter

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined that there are no critical audit matters.

/s/ TAAD LLP.

We have served as the Company’s auditor since 2021.

Diamond Bar, California
November 4, 2022

Groove Botanicals, Inc.
Consolidated Balance Sheets
(Audited)

	March 31, 2022			March 31, 2021
ASSETS
Current Assets:
Cash and Cash Equivalents	$	48,534		$	7,911
Accounts Receivable		251			—
Prepaid Expenses		—			50,000
Total Current Assets		48,785			57,911
TOTAL ASSETS	$	48,785		$	57,911

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Liabilities	$	45,592		$	36,092
Interest Payable		7,900			69,301
Related Party Payable		94,528			78,050
Convertible Notes Payable		164,774			182,849
Derivative Liability		95,576			214,146
Contingent Liability		95,350			—
Total Current Liabilities		503,720			580,438
Total Liabilities		503,720			580,438

Stockholders' Equity
Preferred Stock, Series A, $0.10 par value, 100 shares authorized; 100 shares issued and outstanding as of March 31, 2022, and March 31, 2021, respectively		10			10
Preferred Stock, Series B, $0.10 par value, 2,000 shares authorized; 1,983 shares issued and outstanding as of March 31, 2022, and March 31, 2021, respectively		198			198
Common Stock, $0.001 par value, 200,000,000 shares authorized; 49,193,062 and 37,793,062 shares issued and outstanding as of March 31, 2022 and March 31, 2021, respectively		49,193			37,793
Common Stock to be Issued		3,000			—
Additional paid-in capital		33,798,656			33,455,006
Accumulated deficit		(34,305,992	)		(34,015,534	)
Total stockholder's equity		(454,935	)		(522,527	)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	48,785		$	57,911

The accompanying notes are an integral part of these audited consolidated financial statements.

Groove Botanicals, Inc.
Consolidated Statements of Operations
(Audited)

	For the Years Ended March 31,
	2022			2021
Oil and Gas Sales	$	8,052		$	2,335
Cost of Goods Sold		—			—
Gross profit		8,052			2,335

Expenses:
Selling, General and Administrative Expenses		111,613			59,146
Rent		14,400			17,066
Bank Service Charges		823			380
Legal and Professional Expenses		96,607			55,343
Consulting Expense		193,000			270,000
Total operating expenses		416,443			401,935

Operating loss		(408,391	)		(399,600	)

Other Income (Expense)
Amortization of Debt Discount		(139,999	)		(2,849	)
Change in Derivative Liability		261,770			148,361
Gain on Settlement of Debt		52,458			—
Settlement Expense		—			(70,000	)
EIDL Grant Income		—			2,000
Interest Income (Expense)		(56,532	)		(19,511	)
Miscellaneous Other Income (Expense)		236			—
Total Other Income (Expense)		117,933			58,001

Net Loss	$	(290,458	)	$	(341,599	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)

Weighted average common shares outstanding		42,825,461			31,262,293

The accompanying notes are an integral part of these audited consolidated financial statements.

Groove Botanicals, Inc.
Consolidated Statements of Stockholders' Equity
For the Years Ended March 31, 2022, 2021, and 2020
(Audited)

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Common Stock to be Issued				Additional Paid In Capital		Accumulated Deficit			Total
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Amount		Amount			Amount
Balance, March 31, 2019		100	$	10		1,983	$	198		29,393,062	$	29,393		—	$	—	$	33,003,441	$	(33,530,940	)	$	(497,898	)
Net Loss		—		—		—		—		—		—		—		—		—		(142,995	)		(142,995	)
Balance, March 31, 2020		100	$	10		1,983	$	198		29,393,062	$	29,393		—	$	—	$	33,003,441	$	(33,673,935	)	$	(640,893	)
Balance, March 31, 2020		100	$	10		1,983	$	198		29,393,062	$	29,393		—	$	—	$	33,003,441	$	(33,673,934	)	$	(640,893	)
Issuance of stock for services		—		—		—		—		5,400,000		5,400		—		—		264,600		—			270,000
Issuance of stock per subscription		—		—		—		—		3,000,000		3,000		—		—		146,965		—			149,965
Beneficial Conversion Feature		—		—		—		—		—		—		—		—		40,000		—			40,000
Net Loss		—		—		—		—		—		—		—		—		—		(341,599	)		(341,599	)
Balance, March 31, 2021		100	$	10		1,983	$	198		37,793,062	$	37,793		—	$	—	$	33,455,006	$	(34,015,534	)	$	(522,527	)
Balance, March 31, 2021		100	$	10		1,983	$	198		37,793,062	$	37,793		—	$	—	$	33,455,006	$	(34,015,534	)	$	(522,527	)
Issuance of Stock for Director Compensation		—		—		—		—		1,000,000		1,000		—		—		19,000		—			20,000
Issuance of Stock for Outside Services		—		—		—		—		6,650,000		6,650		—		—		126,350		—			133,000
Issuance of Stock for Settlement		—		—		—		—		1,000,000		1,000		—		—		19,000		—			20,000
Issuance of Stock per Subscription		—		—		—		—		2,750,000		2,750		—		—		52,300		—			55,050
Beneficial Conversion Feature		—		—		—		—		—		—		—		—		80,000		—			80,000
Common Stock to be Issued		—		—		—		—		—		—		3,000,000		3,000		47,000		—			50,000
Net Loss		—		—		—		—		—		—		—		—		—		(290,458	)		(290,458	)
Balance, March 31, 2022		100	$	10		1,983	$	198		49,193,062	$	49,193		3,000,000	$	3,000	$	33,798,656	$	(34,305,992	)	$	(454,935	)

The accompanying notes are an integral part of these audited consolidated financial statements.

Groove Botanicals, Inc.
Consolidated Statements of Cash Flows
(Audited)

	For the Years Ended March 31,
	2022			2021
Cash Flow From Operating Activities
Net Loss	$	(290,458	)	$	(341,599	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustment for Grant Proceeds		—			(2,000	)
Stock Issued for Director Compensation		20,000			—
Stock Issued for Outside Services		133,000			270,000
Stock Issued for Settlement		20,000			—
Convertible Debt Issued for Services		105,000			—
Beneficial Conversion Feature		80,000			40,000
Amortization of Debt Discount		139,999			2,849
Change in Derivative Liability		(261,770	)		(148,361	)
Effect of Debt Discounts on Derivative Liability		(34,525	)		—
Gain on Settlement of Debt		(52,458	)		—
Accrued Interest		11,056			19,521
Accrued Expenses		—			18,800
Accrued Payroll		48,000			—
Changes in working capital
Increase in Accounts Receivable		(251	)		—
Increase in Accounts Payable and Accrued Liabilities		9,502			4,929
Net Cash Used in Operating Activities		(72,905	)		(136,761	)

Cash Flow From Investing Activities
Net Cash From Investing Activities		—			—

Cash Flow From Financing Activities
Funds received from Related Party		742			87,750
Funds received from EIDL Grant		—			2,000
Funds distributed to Related Party		(32,264	)		(85,400	)
Funds received for Issuance of Convertible Debt		50,000			—
Repayment of Outstanding Convertible Debt		(10,000	)		(100,000	)
Funds received for Issuance of Common Stock		55,050			149,965
Funds received for Common Stock to be Issued		50,000			—
Net Cash From Financing Activities		113,528			54,315

Net Change in Cash		40,623			(82,446	)

Cash at Beginning of Period		7,911			90,357

Cash at End of Period	$	48,534		$	7,911

Net cash paid for:
Interest	$	—		$	—
Income Taxes	$	—		$	—

The accompanying notes are an integral part of these audited consolidated financial statements.

Groove Botanicals, Inc.
Notes to the Consolidated Financial Statements
For the years ended March 31, 2022, and 2021

NOTE 1 - ORGANIZATION AND OPERATIONS

Current Operations

Groove Botanicals (“GRVE” or the “Company” or the “Corporation”), a Nevada corporation, is a publicly quoted independent oil and gas producer.

Corporate History

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 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.

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. The Corporation is not and has never been deemed a shell company (as defined in Rule 12b-2 of the Act).

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Use of Estimates

Financial Instruments

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Net Loss Per Share

The table below presents the computation of basic and diluted earnings per shares for the years ended March 31, 2022, and 2021:

	For the year ended March 31, 2022			For the year ended March 31, 2021
Numerator:
Net loss	$	(290,458	)	$	(341,599	)
Denominator:
Weighted average common shares outstanding—basic		42,825,461			31,262,293
Dilutive common stock equivalents		—			—
Weighted average common shares outstanding—diluted		42,825,461			31,262,293
Net loss per share:
Basic	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)

Recently Adopted Accounting Pronouncements

Income Taxes

Under ASC 740-10-25, evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-thannot that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step it to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measure at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

Revenue Recognition

The Company recognizes revenues from the sales of oil and natural gas to its customers and presents them disaggregated on the Company’s Consolidated Statements of Operations. The Company enters into contracts with customers to sell its oil and natural gas production. Revenue on these contracts is recognized in accordance with the five-step revenue recognition model prescribed in Accounting Standard Codification (“ASC”) 606. Specifically, revenue is recognized when the Company’s performance obligations under these contracts are satisfied, which generally occurs with the transfer of control of the oil and natural gas to the purchaser. Control is generally considered transferred when the following criteria are met: (i) transfer of physical custody, (ii) transfer of title, (iii) transfer of risk of loss and (iv) relinquishment of any repurchase rights or other similar rights. Given the nature of the products sold, revenue is recognized at a point in time based on the amount of consideration the Company expects to receive in accordance with the price specified in the contract. Consideration under the oil and natural gas marketing contracts is typically received from the purchaser one to two months after production.

Beneficial Conversion Feature

Debt Issuance Cost

NOTE 3 - GOING CONCERN

NOTE 4 – CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2022, the Company’s cash and cash equivalents consisted of non-restricted cash, as well as funds held in short-term investments.

NOTE 5 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments are cash and cash equivalents, accounts receivable, accounts payable, notes payable, notes receivable and long-term debt and their carrying amounts are approximate their fair values based on their short-term nature. The recorded values of notes payable, notes receivable and long-term debt approximate their fair values, as interest approximates market rates.

NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company had accounts payable and accrued liabilities of $45,592 and $36,091 outstanding as of the fiscal years ended March 31, 2022, and March 31, 2021, respectively. These amounts consist of joint interest billings to the Company from its partner Operators, pertaining to costs associated with their oil and gas operations.

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company had a related party payable of $94,528 and $78,050 outstanding as of the fiscal years ended March 31, 2022, and March 31, 2021, respectively. These amounts consist of funds contributed by the management for purposes of providing financing during periods of low or negative cashflow in order to cover essential costs of continuing operations, as well as funds payable to management as compensation. On an annual basis the company accrues $48,000 of wages payable, $4,000 monthly, to its CEO Kent Rodriguez. On April 1, 2020, the Company entered into an employment agreement with its CEO which designates monthly payments due to CEO Kent Rodrigues in the amount of $4,000 each month. This agreement shall continue for four years until March 31, 2024. These payables accrue no interest and have no maturity date. During the years ended March 31, 2022, and March 31, 2021, related parties imputed interest was $1,890 and $468, respectively.

On December 2, 2021, we formed two Wyoming Corporations, Biotrex, Inc., and Maxidyne, Inc. We plan to spin-off CBD intellectual property in Biotrex, Inc., and our oil and gas assets in Maxidyne, Inc.

NOTE 8 – CONVERTIBLE NOTES PAYABLE

The convertible note payable consists of a $230,000 Convertible Promissory Note issued on January 30, 2018 to a third party in exchange for cash. Beginning on the issuance date of the Note, the outstanding principal balance of this note accrued annual interest at 10%. The note has a maturity date of January 30, 2019. The note was booked with a debt discount of the full principal balance of $230,000, plus an excess amount booked to interest in the amount of $27,957, as of March 31, 2019. As of March 31, 2021, this entire debt discount has been amortized. Additionally, the note has a variable conversion price per share of a 40% discount to lowest trading price of the previous five trading days prior to the conversion date. Subsequently there was a settlement agreement on June 3, 2021, in which the Company recognized an outstanding convertible debt and related contingent liability pertaining to an outstanding settlement in the amounts of approximately $54,650 and $95,350, respectively. This recognition came as part of a settlement agreement reached on June 3, 2021, in which the prior $230,000 convertible note, as well as approximately $72,458 of related interest was settled into a new convertible debt of $54,650, a contingent liability of $95,350, and two cash payments of $50,000 each to the note holder, which were made on July 20, 2020, and March 10, 2021. This transaction resulted in a gain on debt extinguishment of approximately $52,000. The convertible debt portion has no interest accrual and has a variable conversion price per share of a 60% discount to the average of the previous five-day trading closing bid price. There was also an amendment of the settlement agreement on June 3, 2022, both pertaining to this previously referenced Note; more detail disclosed in Subsequent Event Footnote #14.

The convertible note payable also consists of a $40,000 Convertible Promissory Note issued on March 5, 2021 by management to a third party in exchange for professional services. Beginning on the issuance date of this note, the outstanding principal balance of this note shall bear annual interest at 10%, with interest commencing on the sixth month anniversary of the Issuance Date. The note has a maturity date of June 30, 2022. Additionally, the note has a fixed conversion feature of $0.02 per share, and therefore the Convertible Note is measured net of Debt Discount, calculated based off its Beneficial Conversion Features. The note was booked with a debt discount of the full principal balance of $40,000. As of March 31, 2022, this entire debt discount has been amortized, with $37,151 and $2,849 being amortized during the years ended March 31, 2022 and March 31, 2021, respectively. This note is currently in default.

On July 23, 2021, the Company issued a convertible promissory note in the amount of $45,000, with an annual interest rate of 8% and a variable conversion price per share of a 40% discount to the average of the previous three-day trading closing bid price, in exchange for professional and legal services to be rendered. The convertible amount is accounted for based off the outstanding principal and related interest pertaining to the portion convertible debt instrument being converted, multiplied by the previously specified conversion rate. Also, as part of this agreement, common stock was granted equal to 14.9% of the outstanding common shares at the time of issuance, and the stock was transferred in three equal parts to affiliates holding the note; this transaction is detailed in the next paragraph. The note has a maturity date of March 31, 2023 The Company has made a total repayment of $10,000 on this debt as of March 31, 2022.

Per agreements dated on August 5, 2021, the Company issued 6,000,000 shares of common stock, 2,000,000 each to three different parties, in exchange for consulting services. These shares were issued with a value of $0.02 per share. These issuances were pertaining to the July 23, 2021 convertible note specified in the previous paragraph.

On October 1, 2021, the Company issued a convertible promissory note in the amount of $50,000, with an annual interest rate of 5% and a fixed conversion price of $0.02 per share, in exchange for $50,000 received. The note was booked with a debt discount of the full principal balance of $50,000. As of March 31, 2022, $24,863 of the debt discount has been amortized. This note has a maturity date of September 30, 2022.

On March 7, 2022, the Company issued a convertible promissory note in the amount of $60,000, with a maturity date of March 7, 2023, an annual interest rate of 10% and a fixed conversion price of $0.02 per share, in exchange for consulting services. The convertible amount is accounted for based off the outstanding principal and related interest pertaining to the portion convertible debt instrument being converted, multiplied by the previously specified conversion rate.

The Company had a convertible note payable of $164,774 and $182,849 outstanding as of the fiscal years ended March 31, 2022, and March 31, 2021, respectively.

	March 31, 2022			March 31, 2021
Beginning Balance	$	182,849		$	230,000
Convertible notes issued for services		105,000			40,000
Convertible notes issued for cash		50,000
Discount on convertible notes		(215,224	)		(40,000	)
Repayments		(10,000	)		(100,000	)
Portion of repayments held as prepaid expenses for future settlement					50,000
Debt extinguished per settlement		(125,350	)		—
Conversion of notes payable into common stock		—			—
Amortization of discounts		177,499			2,849
Convertible notes payable, net (Ending Balance)	$	164,774		$	182,849

Below is the summary of the principal balance and debt discounts as of March 31, 2021:

Convertible Promissory Note Holder	Start Date	End Date	Initial Note Principal Balance	Debt Discounts as of Issuance	Amortization	Debt Discounts as of March 31, 2021
Robert Hymers III	3/5/2021	6/30/2022	$40,000	$40,000	($2,849)	$37,151
Carebourn Capital, L.P.	1/30/2018	1/30/2019	$230,000	$230,000	($180,000)	$50,000
Total					Total	$87,151
					Remaining note principal balance	$270,000
					Total convertible promissory notes, net	$182,849

Below is the summary of the principal balance and debt discounts as of March 31, 2022:

Convertible Promissory Note Holder	Start Date	End Date	Initial Note Principal Balance	Debt Discounts as of Issuance	Amortization	Debt Discounts as of March 31, 2022
Robert Hymers III	3/5/2021	6/30/2022	$40,000	$40,000	($40,000)	-
RaiseRight LLC	7/23/2021	3/31/2023	$45,000	$45,000	($23,288)	$21,712
Carebourn Capital, L.P.	1/30/2018	1/30/2019	$230,000	$230,000	($230,000)	-
Robert Hymers	3/7/2022	3/7/2023	$60,000	$30,000	($1,973)	$28,027
Westworld Financial Capital, LLC	10/1/2021	9/30/2022	$50,000	$50,000	($24,863)	$25,137
Total					Total	$74,876
					Remaining note principal balance	$239,650
					Total convertible promissory notes, net	$164,774

NOTE 9 – PREFERRED STOCK

The Company is authorized to issue 1,000,000 shares of Preferred Stock. We have authorized 100 shares of Series A Preferred Stock and 2,000 shares of Series B Preferred Stock, respectively, both with a par value of $0.10. As of March 31, 2022, there were 100 and 1,983 shares issued and outstanding for Series A Preferred Stock and Series B Preferred Stock, respectively. As of March 31, 2021, there were 100 and 1,983 shares issued and outstanding for Series A Preferred Stock and Series B Preferred Stock, respectively.

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.

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.

NOTE 10 – COMMON STOCK

The Company is authorized to issue 200,000,000 shares of Common Stock, with a par value of $0.001.

On September 18, 2020, the Company issued 500,000 shares of common stock in exchange for consulting services. These shares were issued with a value of $0.05 per share.

On October 14, 2020, the Company issued 1,000,000 shares of common stock in exchange for $49,000 received.

On October 15, 2020, the Company issued 1,000,000 shares of common stock in exchange for consulting services. These shares were issued with a value of $0.05 per share.

On October 20, 2020, the Company issued 250,000 shares of common stock in exchange for consulting services. These shares were issued with a value of $0.05 per share.

On October 22, 2020, the Company issued 500,000 shares of common stock in exchange for consulting services. These shares were issued with a value of $0.05 per share.

On January 1, 2021, the Company issued 250,000 shares of common stock in exchange for consulting services. These shares were issued with a value of $0.05 per share.

On February 23, 2021, the Company issued 200,000 shares of common stock in exchange for consulting services. These shares were issued with a value of $0.05 per share.

On March 9, 2021, the Company issued 1,500,000 shares of common stock in exchange for bookkeeping services. These shares were issued with a value of $0.05 per share.

On March 10, 2021, the Company issued 100,000 shares of common stock in exchange for consulting services. These shares were issued with a value of $0.05 per share.

On March 10, 2021, the Company issued 1,000,000 shares of common stock in exchange for consulting services. These shares were issued with a value of $0.05 per share.

On March 10, 2021, the Company issued 2,000,000 shares of common stock in exchange for $97,965 received.

On September 21, 2021, the Company issued 500,000 shares of common stock in exchange for $10,000 received.

On October 12, 2021, the Company issued 500,000 shares of common stock as compensation for services provided by a director of the Company, as well as a $50 capital contribution received. These shares were issued with a value of $0.02 per share.

On October 12, 2021, the Company issued 500,000 shares of common stock as compensation for services provided by a director of the Company. These shares were issued with a value of $0.02 per share.

On October 27, 2021, the Company issued 500,000 shares of common stock in exchange for $10,000 received.

On November 1, 2021, the Company issued 1,000,000 shares of common stock per a settlement and release agreement. These shares were issued with a value of $0.02 per share.

On November 4, 2021, the Company issued 500,000 shares of common stock in exchange for $10,000 received.

On December 21, 2021, the Company issued 650,000 shares of common stock in exchange for consulting services. These shares were issued with a value of $0.02 per share.

On December 30, 2021, the Company issued 1,250,000 shares of common stock in exchange for $25,000 received.

On March 22, 2022, the Company committed 500,000 shares of common stock to be issued, 250,000 each to two separate parties, in exchange for $10,000 received, $5,000 from each party.

On March 23, 2022, the Company committed 2,500,000 shares of common stock to be issued in exchange for $40,000 received.

During the fiscal year ended March 31, 2022, the Company issued 1,000,000 shares of common stock as director compensation, these issuances had an aggregate value of $20,000. During the fiscal year ended March 31, 2022, the Company issued 6,650,000 shares of common stock in exchange for services rendered, these issuances had an aggregate value of $133,000. During the fiscal year ended March 31, 2022, the Company issued 1,000,000 shares of common stock to satisfy prior settlement, these issuances had an aggregate value of $20,000. During the fiscal year ended March 31, 2022, the Company issued 2,750,000 shares of common stock in exchange for cash received, these issuances had an aggregate value of $55,050. During the fiscal year ended March 31, 2021, the Company issued 5,400,000 shares of common stock in exchange for services rendered, these issuances had an aggregate value of $270,000. During the fiscal year ended March 31, 2021, the Company issued 3,000,000 shares of common stock in exchange for cash received, these issuances had an aggregate value of $149,965. The Company had 49,193,062 and 37,793,062 shares of common stock issued and outstanding as of March 31, 2022, and March 31, 2021, respectively. The Company had a loss per share of $0.01 and $0.01 for the fiscal years ended March 31, 2022, and March 31, 2021, respectively.

NOTE 11 – DERIVATIVE FINANCIAL INSTRUMENTS

The fair value of derivative instruments is recorded and shown separately under liabilities. Changes in the fair value of derivatives liability are recorded in the consolidated statement of operations under other (income) expense.

Our Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses Black-Scholes Option Pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

NOTE 12: COMMITMENTS AND CONTINGENCIES

As of March 31, 2022 and 2021, the Company has a month-to-month verbal lease agreement with the landlord, in which the Company is obligated to pay $1,200 on a monthly basis.

NOTE 13: INCOME TAXES

Deferred income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur.

For the years ended March 31, 2021 and 2020, the Company incurred net losses and therefore has no tax liability. The Company has net operating loss carry-forwards of approximately $995,000 that will be carried forward and can be used through the year 2041 and beyond to offset future taxable income. In the future, the cumulative net operating loss carry forward for income tax purposes may differ from the cumulative financial statement loss due to timing differences between financial and tax reporting.

At March 31, 2022 and 2021, the Company has net operating loss carry forwards of approximately $995,000 and $530,000, respectively, that may be offset against future taxable income, if any. These carry-forwards are subject to review by the Internal Revenue Service. As of March 31, 2022 and 2021, the deferred tax asset of approximately $209,000 and $111,000, respectively, created by the net operating losses has been offset by a 100% valuation allowance because the likelihood of realization of the tax benefit cannot be determined. The change in the valuation allowance in 2022 and 2021 was approximately $98,000 and $88,000 respectively.

There is no current or deferred tax expense for the years ended March 31, 2022 and 2021. The Company has not filed its tax returns for the years ended 2006 through 2021; however, management believes there are no taxes due as of March 31, 2022 and 2021.

The Company includes interest and penalties arising from the underpayment of income taxes in general and administrative expense in the consolidated statements of operations.

The provision for Federal income tax consists of the following for the years ended March 31, 2022 and 2021:

	March 31,
	2022			2021
Net loss	$	(290,458	)	$	(341,599	)
Permanent differences		(174,229	)		(77,512	)
Valuation allowance		464,687			419,111
Net provision for income tax	$	—		$	—

The cumulative tax effect at the expected federal rate of 21% of significant items comprising our net deferred tax amount is as follows on March 31, 2022 and 2021:

	March 31,
	2022			2021
Deferred tax asset attributable to:
Net operating loss carry forward	$	208,872		$	111,287
Valuation allowance		(208,872	)		(111,287	)
Net deferred tax asset	$	—		$	—

NOTE 14 – SUBSEQUENT EVENTS

On May 19, 2022, the Company made a repayment of $2,500 toward its convertible note that was initially issued on July 23, 2021 in the amount of $45,000.

On June 21, 2022, the Company made another repayment of $2,500 toward this convertible note, bringing its outstanding principal balance to $30,000 as of June 21, 2022.

On June 3, 2022, the Company received a loan from a related party in the amount of $125,000. These funds were wired to the Company to help it reach settlement of the debts described in the following paragraph.

On June 3, 2022, the Company satisfied one of its outstanding convertible debts and related contingent liability in the amounts of approximately $55,000 and $95,000, respectively, via a settlement payment of $125,000, this resulted in a gain on the settlement of debt in the amount of $25,000. Both of these debts arose on June 3, 2021, when a previous $230,000 convertible note, as well as approximately $72,000 of related interest was then restructured via a settlement agreement into a new convertible debt, related contingent liability, and two corresponding cash payments of $50,000 each.

On October 2, 2022, the Company issued 250,000 shares of common stock in exchange for $5,000 received (at .$02 per share price).

On October 4, 2022, the Company issued 150,000 shares of common stock in exchange for $3,000 received (at .$02 per share price).

On October 31, 2022, the Company made a repayment of $2,500 toward its convertible note that was initially issued on July 23, 2021 in the amount of $45,000, bringing its outstanding principal balance to $27,500 as of October 31, 2022.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.