United States securities and exchange commission logo
July 6, 2023
Kent Rodriguez
Chief Executive Officer, President
Groove Botanicals Inc.
310 Fourth Avenue South, Suite 7000
Minneapolis, MN 55415
Re: Groove Botanicals
Inc.
Registration
Statement on Form 10-12G
Filed June 16, 2023
File No. 000-23476
Dear Kent Rodriguez:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
3, 2023 letter.
Registration Statement on Form 10-12G
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial
Disclosure, page 17
1. We note your disclosure
that there were no changes in and disagreements with
accountants on
accounting and financial disclosure. However, it appears you changed
independent registered
accountants during your most recent fiscal year. Specifically, we
note your current
auditor is B F Borgers, CPA, PC and that firm issued an audit opinion
on your financial
statements for the years ended March 31, 2023 and 2022. However, in
your Form 10 filed
April 13, 2023, your auditor was TADD LLP and in their report, dated
April 12, 2023 they
opined on your financial statements for the years ended March 31,
2022 and 2021. Revise
your filing to provide the information required by Items 304(a)(1),
Kent Rodriguez
Groove Botanicals Inc.
July 6, 2023
Page 2
(2) and (3) and 304(b) of Regulation S-K regarding the change in
accountants.
File the letter from your former accountant indicating whether it
agrees with the
statements you made in response to Item 304(a) and, if not, stating
the respects in which it
does not agree, as an exhibit to your registration statement.
Financial Statements
Notes to Financial Statements, page 23
2. We note the heading applicable to the notes to your financial
statements labels such
financial statement notes as being unaudited and as pertaining only to
the year ended
March 31, 2023. Revise this heading to indicate that the notes to your
financial statements
are for the years ended March 31, 2023 and 2022 and remove the label
that indicates such
notes are unaudited.
Note 1 - Organization and Operations, page 23
3. We note you disclose that the Company is a Nevada corporation which is
a publicly
quoted independent oil and gas producer, however, you have no oil and
gas assets
reflected on your balance sheet and no revenues from oil and gas
producing activities. It
appears you should revise this note to provide more informative
disclosure about when the
Company was organized and the various changes in its name and domicile
along with the
nature of its current operations.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation, page 23
4. You disclose that the accompanying unaudited consolidated financial
statements of the
Company have been prepared in accordance with U.S. GAAP for unaudited
financial
information and do not include all of the information and footnotes
required by U.S.
GAAP for complete financial statements. You also disclose that the
unaudited
consolidated balance sheet as of March 31, 2023 was derived from your
unaudited
consolidated financial statements at that date. However, we note that
your financial
statements for the years ended March 31, 2023 and 2022 appear to be
covered by an audit
FirstName LastNameKent Rodriguez
opinion. You are required to provide complete audited financial
statements, including all
Comapany NameGroove
of the information Botanicals Inc.required by U.S. GAAP, for your two
most recent fiscal
and footnotes
July 6, years. Please
2023 Page 2 revise or advise.
FirstName LastName
Kent Rodriguez
FirstName LastNameKent Rodriguez
Groove Botanicals Inc.
Comapany
July 6, 2023NameGroove Botanicals Inc.
July 6,3 2023 Page 3
Page
FirstName LastName
Note 7 - Convertible Notes Payable, page 27
5. You disclose that you settled $40,000 of convertible promissory notes
issued in March
2021 and $60,000 of convertible promissory notes issued in March 2022,
subsequent to
March 31, 2023, and that the details of these settlements can be found
in Note 13.
However, there is no Note 13 to your financial statements and Note 12
Subsequent
Events on page 31 does not include any details about these events.
Revise the notes to
your financial statements to provide details about the settlement of
this debt
Exhibits
6. Please furnish all exhibits required by Item 601 of Regulation S-K.
See Item 15(b) of
Form 10. For example, please file your Exhibit 3.1 Articles of
Incorporation, Exhibit
3.2 Bylaws, and Exhibit 4.1 Instruments Defining the Rights of
Securities Holders.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Sondra Snyder, Staff Accountant, at 202-551-3332 or
Robert Babula,
Staff Accountant, at 202-551-3339 if you have questions regarding comments on
the financial
statements and related matters. Please contact Michael Purcell, Staff Attorney,
at 202-551-5351
or Kevin Dougherty, Staff Attorney, at 202-551-3271 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation
cc: Jack Brannelly