United States securities and exchange commission logo
September 27, 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 September 14,
2023
File No. 000-23476
Dear Kent Rodriguez:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments. Unless we note otherwise, our
references to prior
comments are to comments in our August 8, 2023 letter.
Registration Statement on Form 10-12G
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial
Disclosure, page 16
1. We note you did not
revise your disclosure as previously requested in comment 1 in our
letter dated August 8,
2023. Accordingly we re-issue our prior comment as follows: We
read your response to
prior comment 1, and do not agree with your assertion that no
disclosure as required
by Item 304(a)(1), (2) and (3) of Regulation S-K regarding Changes
in and Disagreements
with Accountants on Accounting and Financial Disclosure is
required. Specifically,
we note the following:
Although you state
in your response that TAAD LLP did not complete an audit or
issue any report,
an audit opinion issued by TAAD LLP, dated April 12, 2023, on
your financial
statements for the years ended March 31, 2022 and 2021 was included
Kent Rodriguez
Groove Botanicals Inc.
September 27, 2023
Page 2
in the Form 10 you filed on April 13, 2023. If TADD LLP did not
issue this audit
report, please explain to us why you included such a report in the
relevant filing.
You engaged TAAD LLP as your principal accountant to audit your
financial
statements and the disclosure required by Item 304(a) of
Regulation S-K is required
even if TAAD LLP did not complete an audit or issue any report.
You engaged B F Borgers, CPA, PC to audit your financial
statements for the years
ended March 31, 2023 and 2022 and their report dated June 15, 2023
is included in
your current registration statement. Thus it appears you engaged a
new independent
accountant as the principal independent accountant to audit your
financial statements
for those periods.
As previously requested, revise your registration statement to include
all of the disclosures
required by Item 304(a)(1), (2), and (3) of Regulation S-K and file
the former
accountant s letter contemplated by Item 304(a)(3) of Regulation S-K
as an exhibit to
your registration statement.
You must provide the disclosures required by Item 304(b) of Regulation
S-K, only if in
connection with the change in accountants subject to Item 304(a) of
Regulation S-K, there
was any disagreement of the type described in paragraph (a)(1)(iv) or
any reportable event
as described in paragraph (a)(1)(v) of Item 304(a).
Financial Statements
General, page 17
2. Please amend your filing to update your financial statements and other
financial
information in accordance with Rule 8-08 of Regulation S-X.
Consolidated Statements of Stockholders' Equity, page 20
3. Please revise your statements of stockholders equity to be
presented for only the two-year
period covered by the auditors report, i.e., for the years ended
March 31, 2023 and 2022,
and revise the title of such statements to reflect this revision.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation, page 22
4. Please revise to eliminate the reference to condensed financial
statements.
Notes to Financial Statements
Note 1 - Organization and Operations
Current Operations,
FirstName page 22
LastNameKent Rodriguez
Comapany
5. NameGroove
Please Botanicals
revise the last sentenceInc.
in the second paragraph under Current
Operations to
indicate
September that the
27, 2023 audits
Page 2 of your 2022 and 2023 financial statements have
been completed.
FirstName LastName
Kent Rodriguez
FirstName LastNameKent Rodriguez
Groove Botanicals Inc.
Comapany 27,
September NameGroove
2023 Botanicals Inc.
September
Page 3 27, 2023 Page 3
FirstName LastName
Note 11 - Commitments and Contingencies, page 30
6. We note you revised your audited financial statements to eliminate the
paragraph
previously included in this footnote regarding potential claims and
disputes related to your
business which had stated that your management does not believe that
the outcome of any
of the legal proceedings to which you are a party will have a material
adverse effect on
your financial position or results of operations. You also revised
your audited financial
statements to remove Note 12 Subsequent Events. Please explain to
us why you
removed these disclosures.
Please also confirm to us that your auditor is aware of and approved
of these revisions to
your audited financial statements.
Exhibits
7. There appears no such amendment to reflect the change of the company's
name to
"Groove Botanicals Inc." Under "Organizational History" on page 3 you
disclose that
on "May 14, 2018, the Corporation changed our name from Avalon Oil and
Gas, Inc., to
Groove Botanicals, Inc." Please file an Amended Articles of
Incorporation that reflects
your current name.
8. You disclose on page 27 that on July 18, 2022 Letter Agreements were
drafted between
the Company and the debtholder on both a $40,000 Convertible
Promissory Note issued
on March 5, 2021 and a $60,000 Convertible Promissory Note issued
March 7, 2022,
which establishes the settlement of each debt once the Company s
Form 10 goes effective.
Please file these agreements establishing settlement of such debts.
See Item 601(b)(4) of
Regulation S-K.
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.
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