Form 10-12G/A - Registration of securities [Section 12(g)]: [Amend]

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 plan 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 and ultimately produce revenues for the Company. The Company does not currently own any patents or technologies related to the EV battery industry, and the process to acquire patents and technologies can be costly, and as such, the Company is not guaranteed to acquire any such patents.

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

As the Company continues its business development and asset acquisitions, the Company anticipates our capital needs to be between 500,000 and $5,000,000 (varying based on growth strategies).

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.

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, 2023, we had a net loss of $110,656 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. Varying based on growth strategies, it is estimated between $500,000 and $5,000,000 will have to be raised. 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. In addition, on January 12, 2018, the Company and the Series A Holder agreed to forgive all accrued interest to date on the Series A, and to pause any accruals until April 1, 2023. 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 cash proceeds. We are in need of additional cash resources to maintain our operations. 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. Our auditors express substantial doubt about our ability to continue as a going concern.

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, 2023, 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, 2023, 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. The Company does not currently own any patents or technologies related to the EV battery industry, and the process to acquire patents and technologies can be costly, and the Company is not guaranteed to acquire any such patents.

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. The Company is prohibited from providing dividends to its common stock holders until all accrued dividends on our outstanding Series A Convertible Preferred Stock and Series B Preferred Stock are paid. There were no outstanding dividends on our Series A and Series B Preferred Stock as of March 31, 2023 and 2022.

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. Upon conversion of the aforementioned preferred shares, the common shares outstanding would be increased by 63,327,114 to 124,170,812 from the Conversion of the Series A Preferred Stock

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, 2023 compared to the year ended March 31, 2022

Selling, General, and Administrative Expenses

Selling, general and administrative expenses for the year ended March 31, 2023, were $75,839 a decrease of $36,597, compared to selling, general and administrative expenses of $112,436 during the year ended March 31, 2022. Selling, general and administrative expenses for the fiscal year ended March 31, 2022, consisted primarily of; director compensation of $20,000, payroll and related costs of $48,000, and other selling, general, and administrative expenses of $33,965. Selling, general and administrative expenses for the fiscal year ended March 31, 2023, consisted primarily of; payroll and related costs of $48,000, advertising and promotion expenses of $5,393, and other selling, general, and administrative expenses of $9,224. The decrease was primarily due to a decrease in director compensation, advertising and promotion expenses, as well as other selling, general, and administrative expenses for the ended March 31, 2023, when compared with the year ended March 31, 2022.

Consulting Expense

Consulting expense for the year ended March 31, 2023, was $10,000, all of which was stock based compensaton. Consulting expense for the year ended March 31, 2022, was $193,000, $133,000 of which was stock-based compensation, as we issued 6,650,000 shares of our common stock to outside consultants as payment for services rendered, the other $60,000 of consulting expense came from an issuance of convertible debt.

Amortization of Debt Discount

Amortization of debt discounts for the fiscal year ended March 31, 2023, was $74,876 a decrease of $65,123 compared to amortization of debt discounts of $139,999 for the fiscal year ended March 31, 2022. This decrease was primarily due to the Company holding more convertible debt with outstanding discounts during the year ended March 31, 2022.

Gain on Settlement of Debt

Gain on settlement of debt for the fiscal year ended March 31, 2023, was $49,571. Gain on settlement of debt for the fiscal year ended March 31, 2022, was $52,458. The gains during both fiscal years were due to a settlements of convertible debts, as well as a related contingent liability to one of those convertible debts

Settlement Expense

Settlement expense for the fiscal year ended March 31, 2023, was $10,000 and is related to a pending settlement of the Company’s two remaining convertible notes. There was no settlement expense during the fiscal year ended March 31, 2022.

Other Income

Other income for the year ended March 31, 2023, was $1,180, a decrease of $7,108 compared to other income of $8,288 for the year ended March 31, 2022. Revenue decreased as a result of an decrease in the market price for oil and natural gas.

Interest Income (Expense)

Interest expense for the fiscal year ended March 31, 2023, was $14,690 a decrease of $41,842 compared to interest expense of 56,532 for the fiscal year ended March 31, 2022. This decrease was primarily due to more convertible debt being outstanding during the year ended March 31, 2022.

Net Loss

For the reasons stated above, our net loss for the year ended March 31, 2023, was $110,656, compared to a net loss of $290,458 during the year ended March 31, 2022.

Liquidity and Capital Resources

Going Concern

We are in need of additional cash resources to maintain our operations. As of March 31, 2023, the Company had a working capital deficit of $455,285 and has incurred losses since inception of $34,416,648. 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. Our auditors express substantial doubt about our ability to continue as a going concern. 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 $4,566 on March 31, 2023, compared to $48,534 on March 31, 2022. We met our liquidity needs through the issuance of our common stock and notes payable for cash.

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. The Company’s auditor has expressed that the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.

Operating activities

Net cash used by operating activities for the year ended March 31, 2023 was $106,621, compared to $72,905 used in the year ended March 31, 2022.

Financing activities

Our financing activities for the year ended March 31, 2023, provided cash of $62,653 as compared to $113,528 for the year ended March 31, 2022. We received $168,000 from a related party and $42,903 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, 2022, consisted of a $50,000 received from the issuance of convertible debt, $55,050 received from the issuance of common stock.

Basis of Presentation

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. Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The source of all the previously referenced anti-dilutive shares is convertible preferred shares, specifically Series A preferred shares which can be converted into common shares which after their conversion, would be equal to 51% of the issued and outstanding common stock following the moment of conversion. Furthermore, on January 12, 2018, our Board of Directors agreed to amend Designation of the Series A Convertible Preferred Stock be amended by changing the ratio for conversion, in Article IV, subparagraph (a), from 0.4% to 0.51% so that upon conversion the number of shares of common stock to be exchanged shall equal 51% of then issued and outstanding common stock. In addition, on January 12, 2018, the Company and the Series A Holder agreed to forgive all accrued interest to date on the Series A, and to pause any accruals until April 1, 2023. Thus, no preferred dividends were accrued or paid during the years ended March 31, 2022, and 2021, then then preferred dividends had no effect on income available to common stockholders in computing basic earnings per share. Potential common shares consist of the convertible promissory notes payable as of March 31, 2023, and March 31, 2022. As of March 31, 2023, and March 31, 2022, there were potential shares issuable upon conversion of convertible notes payable and conversion of warrants. The tables below present the anti-dilutive shares as of March 31, 2023, and March 31, 2022, as well as, the computation of basic and diluted earnings per share for the years and three months ended March 31, 2023, and 2022.

Description of Anti-Dilutive Instrument		Anti-Dilutive Common Shares as of March 31, 2023				Anti-Dilutive Common Shares as of March 31, 2022
Convertible Preferred Series A Shares			55,598,373				55,005,684

	For the Year ended March 31, 2023			For the Year ended March 31, 2022
Numerator:
Net Loss	$	(110,656	)	$	(290,458	)
Denominator:
Weighted average common shares Outstanding - basic		53,511,829			42,698,130
Dilutive common stock equivalents		—			—
Weighted average common shares Outstanding - diluted		53,514,123			52,848,598

	For the Three Months ended March 31, 2023		For the Three Months ended March 31, 2022
Numerator:
Net Income (Loss)	$	8,256	$	(108,707	)
Denominator:
Weighted average common shares Outstanding - basic		56,666,951		49,193,062
Dilutive common stock equivalents		—		—
Weighted average common shares Outstanding - diluted		56,669,244		59,343,530

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.

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.

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20 that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. Two methods of transition were permitted upon adoption: full retrospective and modified retrospective. The Company has yet to adopt ASC 2020-06, however, the Company’s auditors have recommended that the Company to adopt ASC 2020-06 as of April 1, 2023. The accounting impact will be a reclassification from Additional Paid-In Capital to Retained Earnings. The Company plans to adopt ASC 2020-06 as of April 1, 2023.

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 recognition, 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.

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

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20 that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. Two methods of transition were permitted upon adoption: full retrospective and modified retrospective. The Company has yet to adopt ASC 2020-06, however, the Company’s auditors have recommended that the Company adopt ASC 2020-06 as of April 1, 2023. The accounting impact will be a reclassification from Additional Paid-In Capital to Retained Earnings. The Company plans to adopt ASC 2020-06 as of April 1, 2023.

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 $110,656 and $290,458 for the fiscal years ended March 31, 2023 and March 31, 2022, respectively. The Company's accumulated deficit was $34,416,648 and $34,305,992 as of March 31, 2023, and March 31, 2022, 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. During the Company audit of the fiscal years ended March 31, 2022 and 2021, the Company’s auditor expressed substantial doubt about the Company's ability to continue as a going concern. Our auditors express substantial doubt about our ability to continue as a going concern

Item 3. Properties.

Our corporate office is located at 310 Fourth Avenue South, Suite 700, Minneapolis, MN 55415. This office space is leased from an unaffiliated third party on a month-to-month lease, for a monthly rental of $1,200.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

Title of Class	Name and address of Beneficial Owner	Amount of shares owned	Nature of beneficial ownership	Percent of class	Voting Power
Series A Preferred	Kent Rodriguez Minneapolis, MN	100	Director/President	100%	51%
Common	Kent Rodriguez Minneapolis, MN	4,367	Director/President	.01%	51%
Common	Douglas Barton Minneapolis, MN	760,667	Independent Director	1.46%	0.65%
Common	Recon Technology LTD Beijing, China	2,800,000	Owner of more than 5%	5.36%	2.38%

As of March 31, 2023 and March 31, 2022, the related party payables of $301,100 and $94,528, respectively, were all due to the Company’s CEO Kent Rodriguez.

Item 5. Directors and Executive Officers.

Kent Rodriguez Director, President, Treasurer, Secretary, Age 66, director until March 31, 2025

Mr. Rodriguez joined the Company as Chief Executive Officer, Secretary, and Principal Financial Officer in May 2009. Since 1995, he has been the Managing Partner of Weyer Capital Partners, a Minneapolis-based venture capital corporation. He has a B.A. degree in Geology from Carleton College, and an Executive MBA from the Harvard Business School. Mr. Rodriguez is the related party who has provided funds to the Company, which are owed back to him and can be found within the Balance Sheets and footnotes referenced throughout this filing as related party payables. Mr. Rodriguez has been elected to serve as director of the Company until March 31, 2025.

Douglas Barton Independent Director, Age 78, director until March 31, 2025

Mr. Barton has served as a Director of the Company since May 2009. From 1987 to the present, he has been the President and sole owner of Venture Communications, Inc., a private promotion, development, and marketing consulting firm. He has a B.S. degree in Economics/History from the University of Minnesota. Mr. Barton has been elected to serve as director of the Company until March 31, 2025.

The following table illustrates compensation accrued to director during the most recently ended fiscal year:

Name	Fees earned or paid in cash ($) (Wages Earned and Accrued)	Stock awards ($)	Option awards ($)	Non-equity incentive compensation plan ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Kent Rodriguez	$48,000	-	-	-	-	-	$48,000
Douglas Barton	-	$10,000	-	-	-	-	$10,000

Item 6. Executive 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 Rodriguez in the amount of $4,000 each month. This agreement shall continue for four years until March 31, 2024.

The following table illustrates compensation accrued to the executive team during the most recently ended fiscal year:

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock awards ($)	Option awards ($)	Nonequity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
Kent Rodriguez, CEO*	Fiscal Year ended March 31, 2022	$48,000	-	-	-	-	-	-	$48,000

*Total compensation accrued for Kent Rodriguez during each fiscal year is $48,000 total, which includes his compensation as CEO as well as Director.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

The Company had a related party payable of $301,100 and $94,528 outstanding as of the fiscal years ended March 31, 2023, and March 31, 2022, respectively. These amounts consist of funds contributed by Kent Rodriguez 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.

On December 2, 2021, we formed two Wyoming Corporations, Biotrex, Inc., and Maxidyne, Inc.

Item 8. Legal Proceedings.

None.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Our common stock is currently quoted on the OTC market "Pink Sheets" under the symbol GRVE. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

Period	High	Low
Quarter ended March 2023	.090	.041
Quarter ended Dec 2022	.060	.039
Quarter ended Sep 2022	.065	.036
Quarter ended June 2022	.038	.038
Quarter ended March 2022	.068	.060
Quarter ended Dec 2021	.030	.030
Quarter ended Sep 2021	.055	.055
Quarter ended June 2021	.067	.067
Quarter ended March 2021	.068	.068
Quarter ended Dec 2020	.080	.073
Quarter ended Sep 2020	.079	.065

Dividends

Holders of common stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available therefore. We have never declared cash dividends on its common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

No equity compensation plan or agreements under which our common stock is authorized for issuance has been adopted during the fiscal years ended March 30, 2023 and 2022.

Item 10. Recent Sales of Unregistered Securities.

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.

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 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.

On October 4, 2022, the Company issued 150,000 shares of common stock in exchange for $3,000 received.

On October 4, 2022, the Company issued 250,000 shares of common stock in exchange for $4,963 received.

On December 1, 2022, the Company issued 500,000 shares of common stock in exchange for consulting services. These shares were issued with an approximate value of $0.0598 per share, based on the fair market value as of their date of issuance.

On December 1, 2022, the Company issued 1,500,000 shares of common stock to three different parties in the amounts of 1,000,000, 250,000, and 250,000, in exchange for $29,970 received.

On December 1, 2022, the Company issued 250,000 shares of common stock in exchange for $4,970 received.

On January 31, 2023, The Company and Westworld Financial Capital, LLC, agreed to convert the $50,000 Convertible Promissory Note dated October 21, 2021, and all accrued interest to 2,750,000 shares of the Company’s Common Stock.

On January 31, 2023, The Company agreed to issue Benjamin Steele 50,000 shares of its Common Stock to maintain the Company’s website and social media presence.

Item 11. Description of Registrant’s Securities to be Registered.

Common Stock

As of the date of this Form 10 Information Statement, the Company had 57,643,062 shares of common stock issued and outstanding. The Company’s transfer agent is EQ Shareowner Services, Inc.

Our Certificate of Incorporation authorizes the issuance of 200,000,000 shares of common stock, par value $0.001 per share. Our holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from legally available funds. In the event of a liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Company's common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

Series A Convertible Preferred Stock Issued to Related Party

The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.10 per share. The 100 shares of Series A Convertible Preferred Stock Issued to Related Party (“Series A Convertible Preferred Stock”) were issued on June 3, 2002 as payment for $500,000 in promissory notes, are convertible into the number of shares of common stock sufficient to represent fifty-one percent (51%) of the fully diluted shares outstanding after their issuance The holder of these shares of Series A Convertible Preferred Stock is our President, Kent Rodriguez. The Series A Convertible Preferred Stock pays an eight percent (8%) dividend. The dividends are cumulative and payable quarterly. The Series A Convertible Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the stock plus any unpaid dividends. Currently the value of the liquidation preference is $500,000 the amount of debt that the related party converted into the preferred stock. If this Preferred Stock were to be redeemed by the holder, it would result in an aggregate of the $500,000 liquidation preference, on a per share basis, this would equal $5,000 per share. The Company and Series A Preferred Holder have agreed to forgive all accrued interest and arrearages in preferred share dividends of Series A Preferred Stock through March 31, 2023. The Series A Convertible Preferred Stock provides for voting rights on an "as converted to common stock" basis. On January 12, 2018, our Board of Directors agreed to amend Designation of the Series A Convertible Preferred Stock be amended by changing the ratio for conversion, in Article IV, subparagraph (a), from 0.4% to 0.51% so that upon conversion the number of shares of common stock to be exchanged shall equal 51% of then issued and outstanding common stock. In addition, on January 12, 2018, the Company and the Series A Holder agreed to forgive all accrued interest to date on the Series A, and to pause any accruals until April 1, 2023.

Series B Preferred Stock

In March, 2013, our Board of Directors authorized the issuance of 2,000 shares of Series B Preferred Stock, (the "Series B Preferred Stock"). There is 1,983 shares issued and outstanding of Series B Preferred Stock.

The Series B Preferred Stock accrues dividends at the rate of 9% per annum on the original purchase price for the shares. These dividends are payable annually, beginning in January 2014. We are prohibited from paying any dividends on our Common Stock until all accrued dividends are paid on our Series B Preferred Stock. All accrued interest on the Series B has been settled through March 31, 2023, and none currently remains outstanding. Furthermore, no interest will begin to accrue on the Series B Preferred Stock until April 1, 2023. The Series B Preferred Stock ranks junior to the Series A Convertible Preferred Stock owned by our President and Chief Executive Officer, as to Dividends and to a distribution of assets in the event of a liquidation of assets.

The Holders of Series B Preferred Stock do not have any voting rights and their consent is not required to take any sort of corporate action.

Item 12. Indemnification of Directors and Officers.

Our articles of incorporation, by-laws and director indemnification agreements provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or an officer of the Company or, in the case of a director, is or was serving at our request as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by us to the fullest extent authorized by the Nevada General Corporation Law against all expense, liability and loss reasonably incurred or suffered by such.

Section 145 of the Nevada General Corporation Law permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification shall be provided if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Pursuant to Nevada Revised Statutes 78.138(7), Article Seven of our articles of incorporation eliminates the liability of a director to us for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising:

	1)	A director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and
	2)	Such breach involved intentional misconduct, fraud or a knowing violation of law.

Item 13. Financial Statements and Supplementary Data.

Not applicable to a Smaller Reporting Company per CFR § 229.302.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Groove Botanicals, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Groove Botanicals, Inc. as of March 31, 2023 and 2022, 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 "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2023 and 2022, 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.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's 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 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 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 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 financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company's auditor since 2023

Lakewood, CO

June 15, 2023

Groove Botanicals, Inc.
Consolidated Balance Sheets

	March 31, 2023			March 31, 2022
ASSETS
Current Assets:
Cash	$	4,566		$	48,534
Accounts Receivable		25			251
Prepaid Expenses		390			—
Total Current Assets		4,982			48,785
TOTAL ASSETS	$	4,982		$	48,785

LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable and Accrued Liabilities	$	44,489		$	45,592
Interest Payable		14,678			7,900
Related Party Payable		301,000			94,528
Convertible Notes Payable		100,000			164,774
Derivative Liability		—			95,576
Contingent Liability		—			95,350
Total Current Liabilities		460,267			503,720
Total Liabilities		460,267			503,720

Stockholders' Equity
Preferred Stock, Series A, $0.10 par value, 100 shares authorized; 100 shares issued and outstanding as of March 31, 2023, and March 31, 2022, 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, 2023, and March 31, 2022, respectively		198			198
Common Stock, $0.001 par value, 200,000,000 shares authorized; 57,643,062 and 49,193,062 shares issued and outstanding as of March 31, 2023 and March 31, 2022, respectively		57,643			49,193
Common Stock to be Issued		—			3,000
Additional paid-in capital		33,903,511			33,798,656
Accumulated deficit		(34,416,648	)		(34,305,992	)
Total stockholder's equity		(455,285	)		(454,935	)
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT	$	4,982		$	48,785

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

Groove Botanicals, Inc.
Consolidated Statements of Operations

	For the Years Ended March 31,
	2023			2022

Expenses:
Selling, General and Administrative Expenses	$	75,839		$	112,436
Rent		17,796			14,400
Legal and Professional Expenses		53,781			96,607
Consulting Expense		10,000			193,000
Total operating expenses		157,416			416,443

Operating loss		(157,416	)		(416,443	)

Other Income (Expense)
Amortization of Debt Discount		(74,876	)		(139,999	)
Change in Derivative Liability		95,575			261,770
Gain on Settlement of Debt		49,571			52,458
Settlement Expense		(10,000	)		—
Interest Income (Expense)		(14,690	)		(56,532	)
Miscellaneous Other Income (Expense)		1,180			8,288
Total Other Income (Expense)		46,760			125,985

Net Loss	$	(110,656	)	$	(290,458	)

Basic loss per common share	$	(0.00	)	$	(0.01	)

Diluted loss per common share	$	(0.00	)	$	(0.01	)

Weighted average common shares outstanding - Basic		53,511,829			42,698,130

Weighted average common shares outstanding - Diluted		53,514,123			52,848,598

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

Groove Botanicals, Inc.
Consolidated Statements of Stockholders' Equity
For the Years Ended March 31, 2023, 2022, and 2021

	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, 2020		100	$	10		1,983	$	198		29,393,062	$	29,393		—		$	—		$	33,003,441	$	(33,673,935	)	$	(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	)
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	)
Issuance of Stock for Cash Received in Prior Period		—		—		—		—		3,000,000		3,000		(3,000,000	)		(3,000	)		—		—			—
Issuance of Stock for Cash		—		—		—		—		2,150,000		2,150		—			—			40,813		—			42,963
Issuance of Stock for Consulting		—		—		—		—		500,000		500		—			—			9,500		—			10,000
Issuance of Stock for Conversion of Debt		—		—		—		—		2,750,000		2,750		—			—			50,592		—			53,342
Issuance of Stock for Website and Social Media Services		—		—		—		—		50,000		50		—			—			3,950		—			4,000
Net Loss		—		—		—		—		—		—		—			—			—		(110,656	)		(110,656	)
Balance, March 31, 2023		100	$	10		1,983	$	198		57,643,062	$	57,643		—		$	—		$	33,903,511	$	(34,416,648	)	$	(455,285	)

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

Groove Botanicals, Inc.
Consolidated Statements of Cash Flows

	For the Years Ended March 31,
	2023			2022
Cash Flow From Operating Activities
Net Loss	$	(110,656	)	$	(290,458	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock Issued for Director Compensation		—			20,000
Stock Issued for Outside Services		14,000			133,000
Stock Issued for Settlement		—			20,000
Issuance of Stock for Conversion of Debt		3,342			—
Convertible Debt Issued for Services		—			105,000
Beneficial Conversion Feature		—			80,000
Amortization of Debt Discount		74,876			139,999
Change in Derivative Liability		(95,575	)		(261,770	)
Settlement of Derivative Liability		(1	)		—
Effect of Debt Discounts on Derivative Liability		—			(34,525	)
Gain on Settlement of Debt		(49,571	)		(52,458	)
Accrued Interest		6,778			11,056
Accrued Payroll		48,000			48,000
Wire Fees Charged on Funds Received for Stock Purchases		60			—
Accounts Payable and Accrued Liabilities – Related Party		3,392			—
Changes in working capital
(Increase) Decrease in Accounts Receivable		226			(251	)
Increase in Prepaid Expenses		(390	)		—
Increase (Decrease) in Accounts Payable and Accrued Liabilities		(1,102	)		9,502
Net Cash Used in Operating Activities		(106,621	)		(72,905	)

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

Cash Flow From Financing Activities
Funds received from Related Party		168,000			742
Funds distributed to Related Party		(12,821	)		(32,264	)
Funds received for Issuance of Convertible Debt		—			50,000
Repayment of Outstanding Convertible Debt		(89,650	)		(10,000	)
Repayment of Outstanding Contingent Liability		(45,779	)		—
Funds received for Issuance of Common Stock		42,903			55,050
Funds received for Common Stock to be Issued		—			50,000
Net Cash From Financing Activities		62,653			113,528

Net Change in Cash		(43,968	)		40,623

Cash at Beginning of Period		48,534			7,911

Cash at End of Period	$	4,566		$	48,534

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

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

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2023 AND 2022

NOTE 1 - ORGANIZATION AND OPERATIONS

Current Operations

We were incorporated in the State of Colorado in April 1991. 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. Accordingly, they include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The consolidated financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the condensed financial statements not misleading. The consolidated balance sheet as of March 31, 2023, was derived from the Company’s consolidated financial statements at that date.

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

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. For more information regarding potential shares to be issued pertaining to convertible debt and preferred stock and how these figures may be calculated, see Notes 7 and 8. Under the provisions of ASC 260, “Earnings per Share,” basic loss per common share is computed by dividing net loss available to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that would then share in the income of the Company, subject to anti-dilution limitations. The source of all the previously referenced anti-dilutive shares is convertible preferred shares, specifically Series A preferred shares which can be converted into common shares which after their conversion, would be equal to 51% of the issued and outstanding common stock following the moment of conversion. Furthermore, on January 12, 2018, our Board of Directors agreed to amend Designation of the Series A Convertible Preferred Stock be amended by changing the ratio for conversion, in Article IV, subparagraph (a), from 0.4% to 0.51% so that upon conversion the number of shares of common stock to be exchanged shall equal 51% of then issued and outstanding common stock. In addition, on January 12, 2018, the Company and the Series A Holder agreed to forgive all accrued interest to date on the Series A, and to pause any accruals until April 1, 2023. Thus, no preferred dividends were accrued or paid during the years ended March 31, 2022, and 2021, then then preferred dividends had no effect on income available to common stockholders in computing basic earnings per share. Potential common shares consist of the convertible promissory notes payable as of March 31, 2023, and March 31, 2022. As of March 31, 2023, and March 31, 2022, there were potential shares issuable upon conversion of convertible notes payable and conversion of warrants. The tables below present the anti-dilutive shares as of March 31, 2023, and March 31, 2022, as well as, the computation of basic and diluted earnings per share for the years and three months ended March 31, 2023, and 2022.

Description of Anti-Dilutive Instrument		Anti-Dilutive Common Shares as of March 31, 2023				Anti-Dilutive Common Shares as of March 31, 2022
Convertible Preferred Series A Shares			55,598,373				55,005,684

	For the Year ended March 31, 2023			For the Year ended March 31, 2022
Numerator:
Net Loss	$	(110,656	)	$	(290,458	)
Denominator:
Weighted average common shares Outstanding - basic		53,511,829			42,698,130
Dilutive common stock equivalents		—			—
Weighted average common shares Outstanding - diluted		53,514,123			52,848,598

	For the Three Months ended March 31, 2023		For the Three Months ended March 31, 2022
Numerator:
Net Loss	$	8,256	$	(108,707	)
Denominator:
Weighted average common shares Outstanding - basic		56,666,951		49,193,062
Dilutive common stock equivalents		—		—
Weighted average common shares Outstanding - diluted		56,669,244		59,343,530

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-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 measured 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.

Beneficial Conversion Feature

Debt Issuance Cost

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20 that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock. Two methods of transition were permitted upon adoption: full retrospective and modified retrospective. The Company has yet to adopt ASC 2020-06. The accounting impact will be a reclassification from Additional Paid-In Capital to Retained Earnings. The Company plans to adopt ASC 2020-06 as of April 1, 2023.

NOTE 3 - GOING CONCERN

The accompanying consolidated 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 consolidated financial statements, the Company has incurred recurring net losses since its inception and has raised limited capital. The Company had a net loss of $110,656 and $290,458 for the years ended March 31, 2023, and March 31, 2022, respectively. The Company's accumulated deficit was $34,416,648 and $34,305,992 as of March 31, 2023, and March 31, 2022, respectively. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The consolidated 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. Our auditors express substantial doubt about our ability to continue as a going concern.

NOTE 4 – CASH

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, 2023, the Company’s cash consisted of non-restricted cash.

NOTE 5 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments are cash , accounts receivable, accounts payable, notes payable, notes receivable and their carrying amounts are approximate their fair values based on their short-term nature. The recorded values of notes payable and notes receivable approximate their fair values, as interest approximates market rates. Furthermore, the Company has derivative liabilities, which it considers to be a level 3liability. For more information on the valuation method used for determining the value of the derivative liability, see Note 10.

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (“GAAP”) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. A slight change in unobservable inputs such as volatility can significantly have a significant impact on the fair value measurement of the derivatives liabilities.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values because of the short maturity of these instruments.

NOTE 6 – RELATED PARTY TRANSACTIONS

The Company had a related party payables of $301,100 and $94,528 outstanding as of March 31, 2023, and March 31, 2022, respectively. These amounts consist of funds contributed by the management for the purpose 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 Rodriguez 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.

On June 3, 2022, the Company received a loan from a related party, the Company’s CEO Kent Rodriquez, in the amount of $158,000. These funds were wired to the Company to help it reach settlement of the debts described in Note 7..

NOTE 7 – CONVERTIBLE NOTES PAYABLE

The convertible notes payable consisted 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 had 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 had been amortized. Additionally, the note had 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. The contingent liability was booked as such due to its settlement being contingent upon the Company making the settlement payment hereafter mentioned. This transaction resulted in a gain on debt extinguishment of approximately $52,000. The convertible debt portion had no interest accrual and had 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, 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 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. As of March 31, 2023, the debt has been completely paid off and no longer exists.

The convertible notes 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 at the 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 December 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. Therefore, as of both March 31, 2023, and March 31, 2022, no corresponding debt discount remained. On July 18, 2022, a Letter Agreement was drafted between the Company and the debtholder, which establishes the settlement of this debt once the Company’s Form 10 goes effective. However, being that the Form 10 has yet to go effective as of the filing of this report, the debt has not yet subsequently been settled. The balance of the Convertible Promissory Note due to the Holder remained at Thousand Dollars ($40,000) as of December 31, 2022. On January 23, 2023, the Company and the convertible note holder mutually agreed to settle this outstanding convertible note. However, as of March 31, 2023 the settlement remains pending and the convertible note is still recorded at $40,000 outstanding.

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 20,000 on this debt as of December 31, 2022. The note had a balance of $25,000 and 35,000 as of December 31, 2022, and March 31, 2022, respectively. On March 28, 2023, the Company and the convertible promissory note holder mutually agreed to settle the outstanding convertible note issued on March 23, 2021, in the original amount of $45,000, with a remaining balance of $30,000 and all accrued interest for $5,000. The $5,000 was wired on March 29, 2023.

Per agreements dated 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 December 31, 2022, the full $50,000 of the debt discount has been amortized. This note had a maturity date of September 30, 2022. Per a board resolution dated February 21, 2023, and corresponding notice of conversion dated February 22, 2023, all debt (principal and interest) related to this convertible note was converted to 2,750,000 shares of common stock, with the conversion effective as of January 31, 2023. These shares were issued to Mill End Capital, Ltd., per correspondence the CEO Kent Rodriguez sent to the Company’s Transfer Agent dated March 1, 2023.

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. On July 18, 2022, a Letter Agreement was drafted between the Company and the debtholder, which establishes the settlement of this debt once the Company’s Form 10 goes effective. However, being that the Form 10 has yet to go effective as of the filing of this report, the debt has not yet subsequently been settled. On January 23, 2023, the Company and the convertible note holder mutually agreed to settle this outstanding convertible note. However, as of March 31, 2023 the settlement remains pending and the convertible note is still recorded at $60,000 outstanding.

The Company had a convertible note payable of $100,000 and $164,774 outstanding as of the year ended March 31, 2023, and the year ended March 31, 2022, respectively.

	March 31, 2023			March 31, 2022
Beginning Balance	$	164,774		$	182,849
Convertible notes issued for services		—			105,000
Convertible notes issued for cash		—			50,000
Discount on convertible notes		—			(215,224	)
Repayments		(139,650	)		(10,000	)
Debt extinguished per settlement		—			(125,350	)
Conversion of notes payable into common stock		—			—
Amortization of discounts		74,876			177,499
Convertible notes payable, net (Ending Balance)	$	100,000		$	164,774

Below is the summary of the principal balance and debt discounts as of March 31, 2023:

Convertible Promissory Note Holder	Start Date	End Date	Initial Note Principal Balance	Debt Discounts as of Issuance	Amortization	Debt Discounts as of March 31, 2023
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	($45,000)	-
Robert Hymers	3/7/2022	3/7/2023	$60,000	$30,000	($30,000)	-
Westworld Financial Capital, LLC	10/1/2021	9/30/2022	$50,000	$50,000	($50,000)	-
Total						-
Remaining note principal balance						$100,000
Total convertible promissory notes, net						$100,000

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						$74,876
Remaining note principal balance						$239,650
Total convertible promissory notes, net						$164,774

NOTE 8 – 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, 2023, 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, 2022, 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. On January 12, 2018, our Board of Directors agreed to amend Designation of the Series A Convertible Preferred Stock be amended by changing the ratio for conversion, in Article IV, subparagraph (a), from 0.4% to 0.51% so that upon conversion the number of shares of common stock to be exchanged shall equal 51% of then issued and outstanding common stock. In addition, on January 12, 2018, the Company and the Series A Holder agreed to forgive all accrued interest to date on the Series A, and to pause any accruals until April 1, 2023. The Series A Convertible Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the stock plus any unpaid dividends. Currently the value of the liquidation preference is $500,000, the amount of debt that the related party converted into the preferred stock. If this Preferred Stock were to be redeemed by the holder, it would result in an aggregate of the $500,000 liquidation preference, on a per share basis, this would equal $5,000 per share. The Company and Series A Preferred Holder agreed to forgive all accrued interest and arrearages in preferred share dividends of Series A Preferred Stock through March 31, 2023.

Series B Preferred Stock holds designations of being ranked junior to the Series A Preferred Stock, cash dividends at the rate of 9% of the amount per share of Series B Preferred Stock per annum in the form of “Preferred Dividends”, a dividend received deduction for federal income tax purposes, liquidation preferences ranked junior to the Series A Preferred Stock, redemption of the Series B Preferred Stock by the Company at 105% of the Stated Value, plus accrued and unpaid Dividends, if prior to the two year anniversary of the Issuance Date, or at 100% of the State Value, plus accrued and unpaid Dividends, if on or after the two year anniversary of the Issuance Date, no voting rights, and right to notice of certain corporate action. All accrued dividends on the Series B has been settled through March 31, 2023, and none currently remains outstanding. Furthermore, dividends will begin to accrue on the Series B Preferred Stock until April 1, 2023.

NOTE 9 – COMMON STOCK

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

On October 7, 2021, the Company issued 500,000 shares of common stock in exchange for $10,000 received.

On October 7, 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 Note 8.

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 17, 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 April 8, 2022, the Company issued 500,000 shares of common stock, 250,000 each to two separate parties, of which it had previously committed in exchange for $10,000 it had received, $5,000 from each party, received on March 22, 2022.

On April 8, 2022, the Company issued 2,500,000 shares of common stock, of which it had previously committed in exchange for $40,000 it had received on March 23, 2022.

On October 4, 2022, the Company issued 150,000 shares of common stock in exchange for $3,000 received.

On October 4, 2022, the Company issued 250,000 shares of common stock in exchange for $4,963 received.

On December 1, 2022, the Company issued 1,500,000 shares of common stock to three different parties in the amounts of 1,000,000, 250,000, and 250,000, in exchange for $29,970 received.

On December 1, 2022, the Company issued 250,000 shares of common stock in exchange for $4,970 received.

On January 31, 2023, the Company issued 2,750,000 shares of common stock for conversion of debt. For more details, see fifth paragraph of Note 8.

On February 21, 2023, the Company issued 50,000 shares of common stock for website and social media services. These shares were issued with a value of $0.08 per share.

The Company had 57,643,062 and 49,193,062 shares of common stock issued and outstanding as of March 31, 2023, and March 31, 2022, respectively. The Company had a loss per share of $0.00 and $0.01 for the years ended March 31, 2023, and March 31, 2022, respectively.

NOTE 10 – 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.

	March 31, 2022
Annual Dividend Yield		—
Stock Price		$0.025 - $0.069
Exercise Price		$0.018 - $0.035
Expected Life (Years)		0.18 – 1.00
Risk-Free Interest Rate		0.04% - 0.52%
Expected Volatility		224% - 422%

	March 31, 2023
Annual Dividend Yield		—
Stock Price		—
Exercise Price		—
Expected Life (Years)		—
Risk-Free Interest Rate		—
Expected Volatility		—

Fair value of the derivative is summarized as below:

Beginning Balance, March 31, 2022	$	95,576
Additions		—
Mark-to-Market		(95,575)
Cancellation of Derivative Liabilities Due to Cash Repayment		—
Reclassification to Additional Paid-In Capital Due to Conversion		(1)
Ending Balance, March 31, 2023	$	—

NOTE 11: COMMITMENTS AND CONTINGENCIES

As of March 31, 2023, and 2022, 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.

In the normal course of business, we are subject to potential claims and disputes related to our business, including disputes with third parties over financing arrangements, as well as over service agreements with contractors. Some of these matters may be covered by our insurance and risk management programs or may result in claims or adjustments with our carriers. Management does not believe that the outcome of any of the legal proceedings to which the Company is a party will have a material adverse effect on its financial position or results of operations.

On January 30, 2018, the Company issued a $230,000 Convertible Promissory Note to a third party in exchange for cash. 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 amount of $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. On June 3, 2022, the Company received a loan from a related party in the amount of $125,000. There funds were wired to the Company to help it reach settlement of the debts described earlier within this paragraph.

On June 3, 2022, the Company satisfied the convertible debt and related contingent liability mentioned in the preceding paragraph in the amounts of $54,650 and $95,350, respectively, via a settlement payment of $125,000, this resulted in a gain on the settlement of debt in the amount of $25,000.

NOTE 12 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist through the date of this filing.

EXHIBIT INDEX

Exhibit Number		Exhibit Description
3.1(a)		Articles of Incorporation

3.1(b)		Articles of Merger

3.1(c)		Agreement and Plan of Merger

3.1(d)		Amended Articles of Incorporation

3.2		Bylaws of the Registrant

4.1(a)		Certificate of Designation of Series and Determination of Rights and Preferences of Series A Convertible Preferred Stock

4.1(b)		Certificate of Designation

4.1(c)		Amendment to Certificate of Designation After Issuance of Class or Series dated 3/14/2014

4.1(d)		Amendment to Certificate of Designation After Issuance of Class or Series dated 01/12/2018

21.1		Subsidiaries of the Registrant

23.1		Consent of Independent Registered Public Accounting Firm

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.

/s/ Kent Rodriguez		Date: July 25, 2023
President/Director
Groove Botanicals Inc.

Exhibit 3.1(a)

ARTICLES OF INCORPORATION

Xdogs.com, Inc.

Pursuant to the provisions of the Nevada Private Corporations Act (Ch. 78, NRS, as amended), the undersigned Corporation hereby adopts the following Articles of Incorporation:

FIRST. The name of the Corporation is Xdogs.com, Inc.

SECOND. OFFICE: Its principal office in the State of Nevada is located at Suite 3, 251 Jeanell Drive, Carson City, Nevada 89703. The name and address of its resident agent is Corporate Advisory Services, Inc., Suite 3, 251 Jeanell Drive, Carson City, Nevada 89703.

THIRD. PURPOSE: The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on are:

To engage in any lawful activity and to manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with minerals, goods, wares and merchandise and personal property of every class and description.

To hold, purchase and convey real and personal estate and mortgage or lease any such real and personal estate with its franchises and to take the same by devise or bequest.

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to, or useful in connection with, works of art or any other business of this Corporation.

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of the indebtedness created by any other corporation or corporations of this state, or any other state or government, and while owner of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.

To borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge, or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful objects.

To purchase, hold, sell and transfer shares of its own capital stock, and use therefor its capital, capital surplus, surplus, or other property or funds; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital; and provided further, that shares of its own capital stock belonging to it shall not be voted upon, directly or indirectly, nor counted as outstanding, for the purpose of computing any stockholders' quorum or vote.

To conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in this state, and in any of the several states. territories, possessions and dependencies of the United States. the District of Columbia, and in any foreign countries.

To do all and everything necessary and proper for the accomplishment of the objects hereinbefore enumerated or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects hereinbefore set forth.

The objects and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other clause in these articles of incorporation but shall be regarded as independent objects and purposes.

FOURTH. CAPITAL STOCK: The amount of the total authorized capital stock of the corporation is ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000) consisting of Twenty Million (20,000,000) shares of one class of common stock of the par value of One Mill ($.001) each; and One Million (1,000,000) shares of preferred stock of the par value of Ten Cents ($.10) each, to have such classes, series and preferences as the Board of Directors may determine from time to time.

Any and all shares issued by the Corporation will be issued in registered form, as may be directed by the Board of Directors from time to time, and the fixed consideration for whicl1 has been paid and delivered shall be deemed fully paid and not liable for any further call or assessment thereon, and the holders of such stock shall not be liable for any further assessments.

There shall be no preemptive rights in connection with the acquisition of any capital stock of the Corporation.

FIFTH. DIRECTORS: The governing board of this Corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the by-laws of this Corporation, provided that the number of directors shall not be reduced to fewer persons than three (3).

The name and post office address of the first board of directors, which shall be five (5) in number, is as follows:

NAME	POST OFFICE ADDRESSES
Kent Rodriguez	527 Marquette Ave. Suite 2130 Minneapolis, MN 55402

Craig Avery	527 Marquette Ave. Suite 2130 Minneapolis, MN 55402

Bryant Loving	527 Marquette Ave. Suite 2130 Minneapolis, MN 55402

Robert Corliss	527 Marquette Ave. Suite 2130 Minneapolis, MN 55402

Douglas Barton	527 Marquette Ave. Suite 2130 Minneapolis, MN 55402

SIXTH. INCORPORATORS: The name and post office address of the incorporator signing the articles of incorporation is as follows:

David J. Wagner	8400 E. Prentice Ave.
	Penthouse Suite
	Englewood, Colorado 80111

SEVENTH. TERM: The Corporation is to have perpetual existence.

EIGHTH. AUTHORIZATIONS: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

Subject to the by-laws, to make, alter or amend the by-laws of the Corporation.

To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this Corporation.

By resolution passed by a majority of the whole board, to designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation, which, to the extent provided in the resolution or in the by-laws of the Corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the by-laws of the Corporation or as may be determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders' meeting called for that purpose, or when authorized by the ·written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of

the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of directors deems expedient, and for the best interest of the Corporation.

NINTH. MEETINGS: Meetings of stockholders may be held outside the State of Nevada, if the by-laws provide. The books of the Corporation may be kept (subject to any provision contained in the statues) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the by-laws of the Corporation.

TENTH. AMENDMENTS: This Corporation reserves the right to amend, alter, change or repeal any provision contained in the articles of incorporation by majority vote of the shareholders and in the manner now or hereafter prescribed by statute, or by the articles of incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

ELEVENTH. VOTING: There shall be no cumulative voting permitted in any shareholder election of the Corporation.

TWELFTH. INDEMNIFICATION: The Corporation shall indemnify and hold harmless the officers and directors of the Corporation from any and all liabilities or claims to the fullest extent now, or hereafter from time to time, permitted pursuant to the General Corporation Law of the State of Nevada.

I, THE UNDERSIGNED, being the incorporator hereinbefore named for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these articles of incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 22nd day of March, 1999.

/s/ David J. Wagner

DAVID J. WAGNER

STATE OF COLORADO )

) SS:

COUNIY OF ARAPAHOE )

On this 22nd day of March, 1999, before me, a Notary Public, personally appeared DAVID J. WAGNER, who acknowledged that he executed the above instrument.

/s/ Veronica Brownell

NOTARY PUBLIC

My Commission Expires: 7-15-2000

Exhibit 3.1(b)

ARTICLES OF MERGER

THE SLED DOGS COMPANY., a Colorado Corporation

INTO

Xdogs.com, Inc., a Nevada Corporation

THESE ARTICLES OF MERGER (the “Articles”) are made this 6th day of May, 1999, by and between THE SLED DOGS COMPANY, a Colorado corporation (hereinafter referred to as the “Non-surviving Corporation”) and Xdogs.com, Inc. a Nevada corporation (hereinafter the “Surviving Corporation”), pursuant to the respective portions of Chapter 92A of the Nevada Private Corporations Act.

I. The Non-surviving Corporation shall merge with the Surviving Corporation and upon the effective date of such merger, as hereinafter specified, the Non-surviving Corporation shall cease to exist and shall no longer exercise its powers, privileges and franchises subject to the laws of the State of Colorado, its state of incorporation. The Surviving Corporation shall succeed to the property and assets of and exercise all the powers, privileges and franchises of the Non-surviving Corporation and shall assume and be liable for all of the debts and liabilities, if any, of the Non-surviving Corporation.

II. The merger shall become effective as of May 6, 1999.

III. Immediately prior to the effective date of the merger contemplated herein, the Non-surviving Corporation had 6,797,741 shares of its common stock issued and outstanding. Immediately prior to the date of the merger contemplated herein, the Surviving Corporation had one share of its common stock issued and outstanding.

IV. As a result of the merger, all outstanding and issued shares of the Non-surviving Corporation's common stock shall be exchanged for the exact amount of shares of the Surviving Corporation.

V. A copy of the Agreement and Plan of Merger is attached hereto as Exhibit A and incorporated herein by reference as though its provisions were fully set forth herein.

VI. The Plan of Merger was submitted to the shareholders of the Non-Surviving Corporation and approved by a sufficient number of shareholders of the Non-Surviving Corporation on May 6, 1999 by a total of 4,275,047 shares out of a total of 6,797,741 shares entitled to vote thereon, with a total of 4,048 shares voting against the proposal and 854 shares voting to abstain. The sole shareholder of the Surviving Corporation unanimously approved the Plan on May 6, 1999.

The undersigned respective President and Secretary of the Non-surviving Corporation and of the Surviving Corporation each hereby acknowledges that the execution of these Articles of Merger is the act and deed of the Corporation on whose behalf he executes these Articles and that the facts stated herein are true.

THE SLED DOGS COMPANY

a Colorado corporation

By:	///Signed///		By:	///Signed///
	President			Secretary

STATE OF MINNESOTA	)
	)	SS:
COUNTY OF HENNEPIN	)

On this 21st day of May, 1999, before me, a Notary Public, personally appeared Kent Rodriguez and Aaron Kyllander who acknowledged that they are the respective President and Secretary of THE SLED DOGS COMPANY, and that each has executed the above instrument

///Signed///

---------------------------

NOTARY PUBLIC

My Commission Expires: Jan 31, 2000

[NOTARY SEAL]

Xdogs.com, Inc.

a Nevada corporation

By:	///Signed///		By:	///Signed///
	President			Secretary

STATE OF MINNESOTA	)
	)	SS:
COUNTY OF HENNEPIN	)

///Signed///

---------------------------

NOTARY PUBLIC

My Commission Expires: Jan 31, 2000

[NOTARY SEAL]

Exhibit 3.1(c)

AGREEMENT AND PLAN OF MERGER

THE SLED DOGS COMPANY, a Colorado corporation

INTO

Xdogs.com, Inc., a Nevada corporation

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made this 6th day of May, 1999 by and between THE SLED DOGS COMPANY, a Colorado corporation (hereinafter referred to as the “Non-surviving Corporation”) and Xdogs.com, Inc., a Nevada corporation (hereinafter referred to as the “Surviving Corporation”). Hereinafter the Non-surviving Corporation and Surviving Corporation shall be referred to as the “Corporations”.

WHEREAS, the respective Corporations desire to merge;

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties hereby agree as follows:

I. Pursuant to the Nevada Private Corporations Act, the Non-surviving Corporation shall merge with the Surviving Corporation and upon the effective date of such merger, the Non-surviving Corporation shall cease to exist and shall no longer exercise its powers, privileges and franchises subject to the laws of the State of Colorado, its state of incorporation. The Surviving Corporation shall succeed to the property and assets of and exercise all powers, privileges and franchises of the Non-surviving Corporation and shall assume and be liable for all of the debts and liabilities of the Non-surviving Corporation.

II. The Non-surviving Corporation's assets and liabilities shall otherwise become the assets and liabilities of the Surviving Corporation.

III. The officers of the Corporations are authorized and directed to take all appropriate and necessary action to dissolve the Non-surviving Corporation under applicable law.

IV. This Agreement and Plan of Merger shall become effective as of May 6, 1999.

V. The state of incorporation of the Surviving Corporation after the effective date of the merger shall be the State of Nevada.

VI. The officers and directors of the Surviving Corporation after the effective date of the merger shall be the same officers and directors as prior to the effective date of the merger.

VII. The Surviving Corporation' s name after the merger's effective date shall remain the same.

VIII. The Articles of Incorporation of the Surviving Corporation shall serve as the Articles of Incorporation for the Surviving Corporation and Non-surviving Corporation as merged.

IX. The authorized capital shares of the Surviving Corporation, whether issued or unissued on the effective date of the merger, shall remain the same and not be converted into a different number or class of shares as a result of the merger.

X. Immediately prior to the effective date of the merger contemplated herein, the Non-surviving Corporation had 6,797,741 shares of its common stock issued and outstanding. Immediately prior to the date of the merger contemplated herein, the Surviving Corporation had one share of its common stock issued and outstanding.

XI. As a result of the merger, all outstanding and issued shares of the Non-surviving Corporation's common stock shall be exchanged for all of the outstanding and issued shares of the Surviving Corporation. The Non-surviving Corporation's shares will then be canceled.

XII. The Non-surviving and Surviving Corporation shall take, or cause to be taken, all actions necessary, proper or advisable under the laws of the State of Nevada to consummate and make effective the merger.

XIII. It is intended that the transaction described herein qualifies as a change of domicile within the definition of Section 368 of the Internal Revenue Code of 1986, as amended.

The undersigned President and Secretary of each of the parties hereto hereby acknowledge that the execution of this Agreement is the act and deed of the Corporation on whose behalf each executes this Agreement, and that the facts stated herein are true.

THE SLED DOGS COMPANY

a Colorado corporation

By:	///Signed///		By:	///Signed///
	President			Secretary

Xdogs.com, Inc.

a Nevada corporation

By:	///Signed///		By:	///Signed///
	President			Secretary

[NOTARY SIGNATURE]

[NOTARY SEAL]

Exhibit 3.1(d)

AMENDED ARTICLES OF INCORPORATION

XDOGS.com, Inc.

Pursuant to the provisions of Section 78.320 of the Nevada Revised Statutes, the undersigned Corporation hereby adopts the following Amended Articles of Incorporation as of this date:

FIRST. The name of the Corporation is XDOGS.com, Inc.

SECOND. The Articles of Incorporation were filed with the Secretary of State on or about the 22nd day of March, 1999.

THIRD. The name and address of the original incorporator is as follows:

David J. Wagner
Penthouse Suite
8400 East Prentice Ave.
Englewood, Colorado 80111

FOURTH. A majority of the Shareholders of the Corporation, by written consent dated August 4, 2000, adopted a resolution to amend the original Articles as follows:

Article FIRST is hereby amended to read as follows:

FIRST. The name of the Corporation is XDOGS, Inc.

Kent Rodriguez is the President of the Corporation, and Aaron Kyllander is the Acting Secretary of the Corporation; and that they have been authorized to execute the foregoing certificate by resolution of the Shareholders, adopted by written resolution dated August 4, 2000, and that the foregoing certificate sets forth the text of the Articles of Incorporation as amended to the date of this certificate.

Date August 16, 2000

XDOOS.com, Inc.

By [SIGNATURE]

President

and

Acting Secretary

STATE OF MINNESOTA	)
	)	SS:
COUNTY OF HENNEPIN	)

On this 16th day of August, 2000, before me, a Notary Public, personally appeared Kent Rodriguez, the President of XDOGS.com, Inc., who acknowledged that he had executed the above instrument.

/s/ Sandra Lee Olberding

NOTARY PUBLIC

My Commission Expires: 1-31-2005			[NOTARY SEAL]

STATE OF __________	)
	)	SS:
COUNTY OF __________	)

On this 16th day of August, 2000, before me, a Notary Public, personally appeared Aaron Kyllandor, the Acting Secretary of XDOGS.com, Inc., who acknowledged that he had executed the above instrument.

NOTARY PUBLIC

My Commission Expires:

Date August 16, 2000

XDOGS.com, Inc.

President

and [SIGNATURE]

Acting Secretary


STATE OF __________	)
	)	SS:
COUNTY OF __________	)

On this 16th day of August, 2000, before me, a Notary Public, personally appeared Kent Rodriguez, the President of XDOGS.com, Inc., who acknowledged that he had executed the above instrument.

NOTARY PUBLIC

My Commission Expires: 4/30/2002


STATE OF MONTANA	)
	)	SS:
COUNTY OF YELLOWSTONE	)

On this 16th day of August, 2000, before me, a Notary Public, personally appeared Aaron Kyllander, the Acting Secretary of XDOGS.com, Inc., who acknowledged that he had executed the above instrument.

NOTARY PUBLIC

[NOTARY SIGNATURE]

My Commission Expires: 4/30/2002

EXHIBIT 3.2

Bylaws of the Nevada Corporation

BYLAWS

Xdogs.com, Inc. Inc.

as of March 31, 1999

ARTICLE I

OFFICES

The principal office of the Corporation shall initially be located at 527 Marquette Ave., Suite 2130, Minneapolis, MN 55402, and other offices at such places within or without the State of Nevada and as the Board of Directors may from time to time establish.

ARTICLE II

REGISTERED OFFICE AND AGENT

The registered office of the Corporation shall be located at 251 Jeanell Drive, Suite 3, Carson City, Nevada 89703, and the registered agent shall be Corporate Advisory Service, Inc. The Board of Directors may, by appropriate resolution from time to time, change the registered office and/or agent.

ARTICLE III

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meetings. The annual meeting of the Stockholders for the election of Directors and for the transaction of such other business as may properly come before such meeting shall be held at such time and date as the Board of Directors shall designate from time to time by resolution duly adopted.

Section 2. Special Meetings. A special meeting of the Stockholders may be called at any time by the President, the Chairman of the Board of Directors, or the Board of Directors, and shall be called by the President or the Chairman of the Board of Directors upon the written request of Stockholders of record holding in the aggregate fifty-one percent (51%) or more of the outstanding shares of stock of the Corporation entitled to vote, such written request to state the purpose or purposes of the meeting and to be delivered to the President or the Chairman of the Board of Directors.

Section 3. Place of Meetings. All meetings of the Stockholders shall be held at the principal office of the Corporation or at such other place, within or without the State of Nevada, as shall be determined from time to time by the Board of Directors or the Stockholders of the Corporation.

Section 4. Change in Time or Place of Meetings. The time and place specified in this Article III for annual meetings shall not be changed within thirty (30) days next before the day on which such meeting is to be held. A notice of any such change shall be given to each Stockholder at least twenty (20) days before the meeting, in person or by letter mailed to his last known post office address.

Section 5. Notice of Meetings. Written notice, stating the place, day and hour of the meeting, and in the case of a special meeting, the purposes for which the meeting is called, shall be given by or under the direction of either the President, the Chairman of the Board of Directors, or Secretary at least ten (10) days but not more than fifty (50) days before the date fixed for such meeting. Notice shall be given to each Stockholder entitled to vote at such meeting, of record at the close of business on the day fixed by the Board of Directors as a record date for the determination of the Stockholders entitled to vote at such meeting, or if no such date has been fixed, of record at the close of business on the day next preceding the day on which notice is given. Notice shall be in writing and shall be delivered to each Stockholder in person or sent by United States Mail, postage prepaid, addressed as set forth on the books of the Corporation. A waiver of such notice, in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such notice. Except

as otherwise required by statute, notice of any adjourned meeting of the Stockholders shall not be required.

Section 6. Quorum. Except as may otherwise be required by statute, the presence at any meeting, in person or by proxy, of the holders of record of one-third of the shares then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, a majority in interest of the Stockholders entitled to vote, present in person or by proxy, or, if no Stockholder entitled to vote is present in person or by proxy, any Officer entitled to preside or act as secretary of such meeting, may adjourn the meeting from time to time for a period not exceeding sixty (60) days in any one case. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting as originally called. The Stockholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum.

Section 7. Voting. Except as may otherwise be provided by statute or these Bylaws, including the provisions of Section 4 of Article VIII hereof, each Stockholder shall at every meeting of the Stockholders be entitled to one (1) vote, in person or by proxy, for each share of the voting capital stock held by such Stockholder. However, no proxy shall be voted on after eleven (11) months from its date, unless the proxy provides for a longer period. At all meetings of the Stockholders, except as may otherwise be required by statute, the Articles of Incorporation of this Corporation, or these Bylaws, if a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the Stockholders.

Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, and persons whose stock is pledged shall be entitled to vote, unless in the transfer by the pledgor on the books of the Corporation he shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee or his proxy may represent said stock and vote thereon.

Shares of the capital stock of the Corporation belonging to the Corporation shall not be voted directly or indirectly.

Section 8. Consent of Stockholders in Lieu of Meeting. Whenever the vote of Stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, by any provision of statute, these Bylaws, or the Articles of Incorporation, the meeting and vote of Stockholders may be dispensed with if all the Stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

Section 9. Telephonic Meeting. Any meeting held under this Article III may be held by telephone, in accordance with the provisions of the Nevada Private Corporations Act.

Section 10. List of Stockholders Entitled to Vote. The Officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every annual meeting, a complete list of the Stockholders entitled to vote at such meeting, arranged in alphabetical order, and showing the address of each Stockholder and the number of shares registered in the name of each Stockholder. Such list shall be open to the examination of any Stockholder during ordinary business hours, for

a period of at least ten (10) days prior to election, either at a place within the city, town or village where the election is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where said meeting is to be held. The list shall be produced and kept at the time and place of election during the whole time thereof and be subject to the inspection of any Stockholder who may be present.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed by the Board of Directors, except as otherwise provided by statute, the Articles of Incorporation of the Corporation, or these Bylaws.

Section 2. Number and Qualifications. The Board of Directors shall consist of at least one (1) member, and not more than nine (9) members, as shall be designated by the Board of Directors from time to time, and in the absence of such designation, the Board of Directors shall consist of one (1) member. This number may be changed from time to time by resolution of the Board of Directors. Directors need not be residents of the State of Nevada or Stockholders of the Corporation. Directors shall be natural persons of the age of eighteen (18) years or older.

Section 3. Election and Term of Office. Members of the initial Board of Directors of the Corporation shall hold office until the first annual meeting of Stockholders. At the first annual meeting of Stockholders, and at each annual meeting thereafter, the Stockholders shall elect Directors to hold office until the next succeeding annual meeting. Each Director shall hold office until his successor is duly elected and qualified, unless sooner displaced. Election of Directors need not be by ballot.

Section 4. Compensation. The Board of Directors may provide by resolution that the Corporation shall allow a fixed sum and reimbursement of expenses for attendance at meetings of the Board of Directors and for other services rendered on behalf of the Corporation. Any Director of the Corporation may also serve the Corporation in any other capacity, and receive compensation therefor in any form, as the same may be determined by the Board in accordance with these Bylaws.

Section 5. Removals and Resignations. Except as may otherwise be provided by statute, the Stockholders may, at any special meeting called for the purpose, by a vote of the holders of the majority of the shares then entitled to vote at an election of Directors, remove any or all Directors from office, with or without cause.

A Director may resign at any time by giving written notice to either the Board of Directors, the President, the Chairman of the Board of Directors, or the Secretary of the Corporation. The resignation shall take effect immediately upon the receipt of the notice, or at any later period of time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires acceptance for it to be effective.

Section 6. Vacancies. Any vacancy occurring in the office of a Director, whether by reason of an increase in the number of directorships or otherwise, may be filled by a majority of the Directors then in office, though less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, unless sooner displaced.

When one or more Directors resign from the Board, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. Each Director so chosen shall hold office as herein provided in the filling of other vacancies.

Section 7. Committees. By resolution adopted by a majority of the Board of Directors, the Board may designate one or more committees, including an Executive Committee, each consisting of one (1) or more Directors. The Board of Directors may designate one (1) or more Directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee. Any such committee, to the extent provided in the resolution and except as may otherwise be provided by statute, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require the same. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law. If there be more than two (2) members on such committee, a majority of any such committee may determine its action and may fix the time and place of its meetings, unless provided otherwise by the Board. If there

be only two (2) members, unanimity of action shall be required. Committee action may be by way of a written consent signed by all committee members. The Board shall have the power at any time to fill vacancies on committees, to discharge or abolish any such committee, and to change the size of any such committee.

Except as otherwise prescribed by the Board of Directors, each committee may adopt such rules and regulations governing its proceedings, quorum, and manner of acting as it shall deem proper and desirable.

Each such committee shall keep a written record of its acts and proceedings and shall submit such record to the Board of Directors. Failure to submit such record, or failure of the Board to approve any action indicated therein will not, however, invalidate such action to the extent it has been carried out by the Corporation prior to the time the record of such action was, or should have been, submitted to the Board of Directors as herein provided.

ARTICLE V

MEETINGS OF BOARD OF DIRECTORS

Section 1. Annual Meetings. The Board of Directors shall meet each year immediately after the annual meeting of the Stockholders for the purpose of organization, election of Officers, and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for such annual meeting shall be necessary.

Section 2. Regular Meetings. The Board of Directors from time to time may provide by resolution for the holding of regular

meetings and fix the time and place of such meetings. Regular meetings may be held within or without the State of Nevada. The Board need not give notice of regular meetings provided that the Board promptly sends notice of any change in the time or place of such meetings to each Director not present at the meeting at which such change was made.

Section 3. Special Meetings. The Board may hold special meetings of the Board of Directors at any place, either within or without the State of Nevada, at any time when called by the President, the Chairman of the Board of Directors, or two or more Directors. Notice of the time and place thereof shall be given to and received by each Director at least three (3) days before the meeting. A waiver of such notice in writing, signed by the person or persons entitled to said notice, either before or after the time stated therein, shall be deemed equivalent to such notice. Notice of any adjourned special meeting of the Board of Directors need not given.

Section 4. Quorum. The presence, at any meeting, of a majority of the total number of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. Except as otherwise required by statute, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; however, if only two (2) Directors are present, unanimity of action shall be required. In the absence of a quorum, a majority of the Directors present at the time and place of any meeting may adjourn such meeting from time to time until a quorum is present.

Section 5. Consent of Directors in Lieu of Meeting. Unless otherwise restricted by statute, the Board may take any action required or permitted to be taken at any meeting of the Board of

Directors without a meeting, if a written consent thereto is signed by all members of the Board, and such written consent is filed with the minutes of proceedings of the Board.

Section 6. Telephonic Meeting. Any meeting held under this Article V may be held by telephone, in accordance with the provisions of the Nevada Private Corporations Act.

Section 7. Attendance Constitutes Waiver. Attendance of a Director at a meeting constitutes a waiver of any notice to which the Director may otherwise have been entitled, except where a Director attends a meeting for the express purpose of objecting the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VI

OFFICERS

Section 1. Number. The Corporation shall have a Chairman of the Board, a President, one or more Vice Presidents as the Board may from time to time elect, a Secretary and a Treasurer, and such other Officers and Agents as may be deemed necessary. One person may hold any two offices.

Section 2. Election, Term of Office, and Qualifications. The Board shall choose the Officers specifically designated in Section 1 of this Article VI at the annual meeting of the Board of Directors and such Officers shall hold office until their successors are chosen and qualified, unless sooner displaced. Officers need not be Directors of the Corporation.

Section 3. Subordinate Officers. The Board of Directors, from time to time, may appoint other Officers and Agents, including one or more Assistant Secretaries and one or more Assistant Treasurers, each of whom shall hold office for such period, and each of whom shall have such authority and perform such duties as are provided in these Bylaws or as the Board of Directors from time to time may determine. The Board of Directors may delegate to any Officer or the Chairman of the Board of Directors the power to appoint any such subordinate Officers and Agents and to prescribe their respective authorities and duties.

Section 4. Removals and Resignations. The Board of Directors may, by vote of a majority of their entire number, remove from office any Officer or Agent of the Corporation, appointed by the Board of Directors.

Any Officer may resign at any time by giving written notice to the Board of Directors. The resignation shall take effect immediately upon the receipt of the notice, or any later period of time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires acceptance for it to be effective.

Section 5. Vacancies. Whenever any vacancy shall occur in any office by death, resignation, removal, or otherwise, it shall be filled for the unexpired portion of the term in the manner prescribed by these Bylaws for the regular election or appointment to such office, at any meeting of Directors.

Section 6. The Chairman of the Board. The Chairman of the Board shall be the Chief Executive Officer of the Corporation and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of all of the affairs of the Corporation. The Chairman shall preside at all meetings of the Stockholders and of the Board of Directors at which he is present.

Section 7. The President. The President shall be the chief operating officer of the Corporation and, subject to the direction and under the supervision of the Board of Directors, shall have general charge of the day-to-day operations and of the property of the Corporation, and shall have control over its Officers, Agents and Employees. The President shall preside at all meetings of the Stockholders and of the Board of Directors at which the Chairman is not present. The President shall do and perform such other duties and may exercise such other powers as these Bylaws or the Board of Directors from time to time may assign to him.

Section 8. The Vice President. At the request of the President or in the event of his absence or disability, the Vice President, or in case there shall be more than one Vice President, the Vice President designated by the President, or in the absence of such designation, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. Any Vice President shall perform such other duties and may exercise such her powers as from time to time these Bylaws or by the Board of Directors or the President be assign to him.

Section 9. The Secretary. The Secretary shall:

record all the proceedings of the meetings of the Corporation and Directors in a book to be kept for that purpose;

have charge of the stock ledger (which may, however, be kept by any transfer agent or agents of the Corporation

under the direction of the Secretary), an original or duplicate of which shall be kept at the principal office or place of business of the Corporation;

see that all notices are duly and properly given;

be custodian of the records of the Corporation and the Board of Directors, and the and of the seal of the Corporation, and see that the seal is affixed to all stock certificates prior to their issuance and to all documents for which the Corporation has authorized execution on its behalf under its seal;

see that all books, reports, statements, certificates, and other documents and records required by law to be kept or filed are properly kept or filed;

in general, perform all duties and have all powers incident to the office of Secretary, and perform such other duties and have such other powers as these Bylaws, the Board of Directors, the Chairman of the Board of Directors, or the President from time to time may assign to him; and

prepare and make, at least ten (10) days before every election of Directors, a complete list of the Stockholders entitled to vote at said election, arranged in alphabetical order.

Section 10. The Treasurer. The Treasurer shall:

have supervision over the funds, securities, receipts and disbursements of the Corporation;

cause all moneys and other valuable effects of the Corporation to be deposited in its name and to its credit, in such depositories as the Board of Directors or, pursuant to authority conferred by the Board of Directors, its designee shall select;

cause the funds of the Corporation to be disbursed by checks or drafts upon the authorized depositaries of the Corporation, when such disbursements shall have been duly authorized;

cause proper vouchers for all moneys disbursed to be taken and preserved;

cause correct books of accounts of all its business and transactions to be kept at the principal office of the Corporation;

render an account of the financial condition of the Corporation and of his transactions as Treasurer to the President, the Chairman of the Board of Directors, or the Board of Directors, whenever requested;

be empowered to require from the Officers or Agents of the Corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the Corporation; and

in general, perform all duties and have all powers incident to the office of Treasurer and perform such other duties and have such other powers as from time to time may be assigned to him by these Bylaws or by the Chairman of the Board of Directors, the Board of Directors or the President.

Section 11. Salaries. The Board of Directors shall from time to time fix the salaries of the Officers of the Corporation. The Board of Directors may delegate to any person the power to fix the salaries or other compensation of any Officers or Agents appointed, in accordance with the provisions of Section 3 of this Article VI. No Officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. Nothing contained in this Bylaw shall be construed so as to obligate the Corporation to pay any Officer a salary, which is within the sole discretion of the Board of Directors.

Section 12. Surety Bond. The Board of Directors may in its discretion secure the fidelity of any or all of the Officers of the Corporation by bond or otherwise.

ARTICLE VII

EXECUTION OF INSTRUMENTS

Section 1. Checks, Drafts, Etc. The President or the Chairman of the Board of Directors and the Secretary or Treasurer shall sign all checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation, and all assignments or endorsements of stock certificates, registered bonds, or other securities, owned by the Corporation, unless otherwise directed by the Board of Directors, or unless otherwise required by law. The Board of Directors or the Chairman of the Board of Directors may, however, authorize any Officer or the Chairman of the Board to sign any of such instruments for and on behalf of the Corporation without necessity of countersignature,

and may designate Officers, or Employees of the Corporation other than those named above who may, in the name of the Corporation, sign such instruments.

Section 2. Execution of Instruments Generally. Subject always to the specific direction of the Board of Directors, the President or the Chairman of the Board of Directors shall execute all deeds and instruments of indebtedness made by the Corporation and all other written contracts and agreements to which the Corporation shall be a party, in its name, attested by the Secretary. The Secretary, when necessary required, shall affix the corporate seal thereto.

Section 3. Proxies. The President, the Chairman of the Board and the Secretary or an Assistant Secretary of the Corporation or by any other person or persons duly authorized by the Board of Directors may execute and deliver proxies to vote with respect to shares of stock of other corporations owned by or standing in the name of the Corporation from time to time on behalf of the Corporation.

ARTICLE VIII

CAPITAL STOCK

Section 1. Certificates of Stock. Every holder of stock in the Corporation shall be entitled to have a certificate, signed in the name of the Corporation by either the Chairman of the Board of Directors or the President and by the Secretary of the Corporation, certifying the number of shares owned by that person in the Corporation.

Certificates of stock shall be in such form as shall, in conformity to law, be prescribed from time to time by the Board of Directors.

Section 2. Transfer of Stock. Shares of stock of the Corporation shall only be transferred on the books of the Corporation by the holder of record thereof or by his attorney duly authorized in writing, upon surrender to the Corporation of the certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require. Surrendered certificates shall be canceled and shall be attached to their proper stubs in the stock certificate book.

Section 3. Rights of Corporation with Respect to Registered Owners. Prior to the surrender to the Corporation of the certificates for shares of stock with a request to record the transfer of such shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Section 4. Closing Stock Transfer Book. The Board of Directors may close the Stock Transfer Book of the Corporation for a period not exceeding fifty (50) days preceding the

date of any meeting of Stockholders, the date for payment of any dividend, the date for the allotment of rights, the date when any change, conversion or exchange of capital stock shall go into effect, or for a period of not exceeding fifty (50) days in connection with obtaining the consent of Stockholders for any purpose. However, in lieu of closing the Stock Transfer Book, the Board of Directors may in advance fix a date, not exceeding fifty (50) days preceding the date of any meeting of Stockholders, the date for the payment of any dividend, the date for the allotment of rights, the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the Stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent. In such case such Stockholders of record on the date so fixed, and only such Stockholders shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 5. Lost, Destroyed and Stolen Certificates. The Corporation may issue a new certificate of shares of stock in the place of any certificate theretofore issued and alleged to have been lost, destroyed or stolen. However, the Board of Directors may require the owner of such lost, destroyed or stolen certificate or his legal representative, to: (a) request a new certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) furnish an affidavit as to such loss, theft or destruction; (c) file with the Corporation a sufficient indemnity bond; or (d) satisfy such other reasonable requirements, including evidence of such loss, destruction, or theft as may be imposed by the Corporation.

ARTICLE IX

DIVIDENDS

Section 1. Sources of Dividends. The Directors of the Corporation, subject to the Nevada Revised Statutes, as amended, may declare and pay dividends upon the shares of the capital stock of the Corporation.

Section 2. Reserves. Before the payment of any dividend, the Directors of the Corporation may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose, and the Directors may abolish any such reserve in the manner in which it was created.

Section 3. Reliance on Corporate Records. A Director in relying in good faith upon the books of account of the Corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities, and net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid shall be fully protected.

Section 4. Manner of Payment. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation.

ARTICLE X

SEAL AND FISCAL YEAR

Section 1. Seal. The corporate seal, subject to alteration by the Board of Directors, shall be in the form of a circle, shall

bear the name of the Corporation, and shall indicate its formation under the laws of the State of Nevada and the year of incorporation. Such seal may be used by causing it or a facsimile thereof to be impressed, affixed, or otherwise re-produced.

Section 2. Fiscal Year. The Board of Directors shall, in its sole discretion, designate a fiscal year for the Corporation.

ARTICLE XI

AMENDMENTS

Except as may otherwise be provided herein, a majority vote of the whole Board of Directors at any meeting of the Board, is required to amend or repeal any provision of these Bylaws.

ARTICLE XII

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 1. Exculpation. No Director or Officer of the Corporation shall be liable for the acts, defaults, or omissions of any other Director or Officer, or for any loss sustained by the Corporation, unless the same has resulted from his own willful misconduct, willful neglect, or gross negligence.

Section 2. Indemnification. Each Director and Officer of the Corporation and each person who shall serve at the Corporation's request as a director or officer of another corporation in which the Corporation owns shares of capital stock or of which it is a creditor shall be indemnified by the Corporation to the fullest extent permitted from time to time by

the Nevada Revised Statutes against all reasonable costs, expenses and liabilities (including reasonable attorneys' fees) actually and necessarily incurred by or imposed upon him in connection with, or resulting from any claim, action, suit, proceeding, investigation, or inquiry of whatever nature in which he may be involved as a party or otherwise by reason of his being or having been a Director or Officer of the Corporation or such director or officer of such other corporation, whether or not he continues to be a Director or Officer of the Corporation or a director or officer of such other corporation, at the time of the incurring or imposition of such costs, expenses or liabilities, except in relation to matters as to which he shall be finally adjudged in such action, suit, proceeding, investigation, or inquiry to be liable for willful misconduct, willful neglect, or gross negligence toward or on behalf of the Corporation in the performance of his duties as such Director or Officer of the Corporation or as such director or officer of such other corporation. As to whether or not a Director or Officer was liable by reason of willful misconduct, willful neglect, or gross negligence toward or on behalf of the Corporation in the performance of his duties as such Director or Officer of the Corporation or as such director or officer of such other corporation, in the absence of such final adjudication of the existence of such liability, the Board of Directors and each Director and Officer may conclusively rely upon an opinion of independent legal counsel selected by or in the manner designated by the Board of Directors. The foregoing right to indemnification shall be in addition to and not in limitation of all other rights which such person may be entitled as a matter of law, and shall inure to his legal representatives' benefit.

Section 3. Liability Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or

who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, association, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not he is indemnified against such liability by this Article XII.

EXHIBIT 4.1(a)

CERTIFICATE OF DESIGNATION OF SERIES

AND DETERMINATION OF RIGHTS AND PREFERENCES OF

SERIES A CONVERTIBLE PREFERRED STOCK OF

XDOGS, INC.

XDOGS, Inc., a Nevada corporation (the "Company"), acting pursuant to Nevada Revised Statutes Section 78.1955, does hereby submit the following Certificate of Designation of Series and Determination of Rights and Preferences

of its Series A Preferred Stock.

FIRST: The name of the Company is XDOGS, Inc.

SECOND: By unanimous consent of the Board of Directors of the Company dated June 3, 2002, the following resolutions were duly adopted:

WHEREAS, the Articles of Incorporation of the Company authorize Preferred Stock consisting of One Million (1,000,000) shares, par value $.10 per share, issuable from time to time in one or more series; and

WHEREAS, the Board of Directors of the Company is authorized, subject to limitations prescribed by law and by the provisions of the Company's Articles of Incorporation to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such series; and

WHEREAS, it is the desire of the Board of Directors to establish and fix the number of shares to be included in a new series of Preferred Stock and the designation, rights, preferences and limitations of the shares of such new series;

NOW, THEREFORE, BE IT RESOLVED: That pursuant to the Company's Articles of Incorporation there is hereby established a new series of One Hundred (100)shares of convertible Preferred Stock of the Company (the "Series A Preferred Stock") to have the designation, rights, preferences, powers, restrictions and limitations as follows, and which shall rank, with respect to dividends and rights upon liquidation, winding up and dissolution, senior to all other classes of the Company's capital stock now existing:

ARTICLE I

DIVIDENDS

(a) Payment of Dividends. The holders of record of shares of Series A Preferred Stock shall be entitled to receive, out of any assets at the time legally available therefor and when and as declared by the Board of Directors, cash dividends at the rate of eight percent (8%) of the amount per share of Series A Preferred Stock paid by the initial holders thereof (the

"Original Price") per annum (the "Preferred Dividends"), and no more, payable to the extent assets are legally available therefor on the 15th day of September, December, March and June beginning on September 15, 2002 or, if later, the first of such dates after the date of issuance of the Series A Preferred Stock (the "Issuance Date"). In the case of shares of Series A Preferred Stock outstanding for less than a particular quarter, Preferred Dividends shall be pro rated based on the portion of the quarter during which such shares are outstanding. Preferred Dividends on the Series A Preferred Stock shall be fully cumulative until declared and paid, and shall accrue to the end of the month prior to the quarterly scheduled payment dates above in arrears; provided, however, that such dividends shall not compound over time. Preferred Dividends on the Series A Preferred Stock are to be paid prior and in preference to any declaration or payment of any Distribution (as defined below) on any outstanding shares of the Company's common stock, par value $.001 per share (the "Common Stock"), other than dividends payable solely in shares of Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional shares of Common Stock and no other securities. Any amounts for which such assets are not legally available shall be paid promptly, as assets become legally available therefor.

(b) No Payment on Junior Stock. So long as any shares of Series A Preferred Stock are outstanding, the Company shall not declare, pay or set apart for payment any dividend or make any Distribution on any class or series of equity securities of the Company which by its terms does not rank senior to the Series A Preferred Stock ("Junior Stock") (other than dividends or Distributions payable in additional shares of Junior Stock), unless at the time of such dividend or Distribution the Company shall have paid all accrued and unpaid dividends on the outstanding shares of Series A Preferred Stock.

For purposes hereof, unless the context otherwise requires, "5" shall mean the transfer of cash or property without consideration, whether by way of dividend or otherwise, payable other than in shares of Common Stock or other equity securities of the Company, or the purchase or redemption of shares of the Company for cash or property.

(c) Participation in Distributions on Common Stock. The holders of a Series A Preferred Stock shall participate pro rata, on an as-converted to Common Stock basis (by disregarding any limitations on conversion described in Article V below), with holders of Common Stock in any Distributions made on Common Stock.

ARTICLE II

VOTING RIGHTS

Except as otherwise required by Nevada law, the Series A Preferred Stock shall vote on an as-converted to Common Stock basis (by disregarding any limitations on conversion described in Article V below) with holders of Common Stock on all matters on which holders of Common Stock are entitled to vote. The Common Stock into which the Series A Preferred Stock is

convertible shall, upon issuance, have all of the same voting rights as other issued and outstanding Common Stock.

ARTICLE III

LIQUIDATION PREFERENCE

(a) Payment of Liquidation Preference Amount. In the event of the liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of the Company, the holders of shares of the Series A Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Company whether such assets are capital or surplus of any nature, an amount per each share of Series A Preferred Stock equal to the Original Price plus any accrued and unpaid Preferred Dividends on such shares of Series A Preferred Stock (together, the "Liquidation Preference Amount"), before any payment shall be made or any assets distributed to the holders of any other class of the Company's capital stock now existing (including the Series A Preferred Stock). After payment of the full Liquidation Preference Amount, the holders of shares of Series A Preferred Stock will participate pro rata, on an as-converted to Common Stock basis (by disregarding any limitations on conversion described in Article V below), with holders of Common Stock in any distribution of the assets of the Company.

(b) Liquidation, Dissolution, or Winding Up. A "liquidation, dissolution or winding up" of the Company shall be deemed to be occasioned by, or to include, (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation (but excluding any merger effected exclusively for the purpose of changing the domicile of the Company) or (ii) sale of all or substantially all of the assets or shares of stock of the Company; provided, however, that, in each such case, the applicable transaction shall not be deemed a liquidation, dissolution or winding up unless the Company's shareholders of record as constituted immediately prior to such transaction (by virtue of shares of the Company owned by such shareholders or securities issued solely with respect thereto as consideration for the Company's acquisition or sale or otherwise) hold less than 50% of the voting power of the surviving or acquiring entity.

(c) Valuation of Securities. If the Company distributes securities pursuant to this Article IV and the value of such securities is not determined pursuant to a separate agreement relating to such distribution, such securities shall be valued as follows:

(i) With respect to securities not subject to restrictions on free marketability:

(A) If traded on a securities exchange or the Nasdaq National Market System, the value shall be deemed to be the average of the closing prices of the securities on such exchange or quotation system over a thirty (30) day period ending three (3) days prior to the applicable determination date;

(B) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) day period ending three (3) days prior to the applicable determination date; and

(ii) The method of valuation of securities subject to restrictions on free marketability (other than restrictions arising solely by virtue of a shareholder's status as an affiliate or former affiliate) shall be to make an appropriate discount, as determined in good faith by the Company's Board of Directors, from the market value determined as above in (i)(A) or (B) to reflect the approximate fair market value thereof. If there is no active trading market for the securities, then their value shall be the fair market value on the date of distribution as determined in good faith by the Board of Directors.

ARTICLE IV

CONVERSION

The holders of Series A Preferred Stock shall have the following conversion rights (the "Conversion Rights"):

(a) Right to Convert. At any time on or after the issuance of the Series A Preferred Stock, the holder of any shares of Series A Preferred Stock may elect to convert all or any portion of the shares of Series A Preferred Stock held by such person into a number of fully paid and non-assessable shares of Common Stock, as follows. Each share of Series A Preferred Stock shall, upon conversion, represent 0.4% of the then "Fully-Diluted Shares Outstanding" of the Company. "Fully-Diluted Shares Outstanding" is computed as the sum of the number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon exercise, conversion or exchange of outstanding options, warrants, convertible securities (including the shares of Series A Preferred Stock) or other rights, or upon exercise, conversion or exchange of securities which by their terms are exercisable, convertible or exchangeable for other securities exercisable, convertible or exchangeable for Common Stock. The effect of this provision is that if all 100 shares of the Series A Preferred Stock authorized hereby converted at once, the Company would issue the holders a number of shares of Common Stock representing (after the issuance) 40% of the Fully-Diluted Shares Outstanding.

(b) Limitations on Conversion. In the event that the Company does not have an adequate number of shares of Common Stock authorized, but unissued, to allow for the full conversion of the Series A Preferred Stock, or if Nasdaq or applicable exchange rules require shareholder approval or other action prior to full conversion, then, upon a conversion request made below, only the maximum allowable number of shares of Series A Preferred Stock shall convert into Common Stock and the remaining shares of Series A Preferred Stock shall convert upon lapse of the applicable restrictions. In no event shall a limitation on conversion to Common Stock hereunder affect the rights of holders of Series A Preferred Stock to Distributions, voting or the Liquidation Preference Amount as though fully converted to Common Stock.

(c) Notice of Conversion. A holder shall make the holder's election for conversion by executing and delivering to the Company a Conversion Notice in the form of Exhibit I hereto.

(d) Mechanics of Voluntary Conversion. No fractional shares of Common Stock shall be issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled (after aggregating all shares of Series A Preferred Stock held by such holder), the Company shall pay cash equal to the product of such fraction multiplied by the average of the closing bid prices of the Common Stock for the five (5) consecutive trading days immediately preceding the date of the conversion, or if there is no active trading market for such Common Stock, as valued at the fair market value on the date of payment as determined by the Board of Directors. Before any holder of Series A Preferred Stock shall be entitled to convert the same into shares of Common Stock pursuant to this Article V, such holder shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or of any transfer agent for such Series A Preferred Stock, and shall give written notice by mail, postage prepaid, to the Company at its principal corporate office, of the election to convert the same. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Series A Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. In the event of an automatic conversion pursuant to paragraph (b), the outstanding shares of Series A Preferred Stock shall be converted automatically without any further action by the holder of such shares and whether or not the certificates representing such shares are surrendered to the Company or the transfer agent for such Series A Preferred Stock; and the Company shall not be obligated to issue certificates evidencing such shares of Common Stock issuable upon such automatic conversion unless the certificates evidencing such shares of Series A Preferred Stock are either delivered to the Company or the transfer agent for such Series A Preferred Stock as provided above, or the holder notifies the Company or the transfer agent for such Series A Preferred Stock that such certificates have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from and against any loss incurred by it in connection with such certificates. The Company shall, as soon as practicable thereafter, issue and deliver to such address as the holder may direct, a certificate or certificates for the number of shares of Common Stock to which such holder shall be entitled.

(e) Status of Converted Stock. In the event that any shares of Series A Preferred Stock shall be converted pursuant to this Article V, the shares so converted shall be canceled and shall revert to authorized, but unissued shares of undesignated capital stock.

(f) Adjustment of Conversion Rights. The conversion rights shall be subject to adjustment from time to time as follows:

(i) Adjustments for Stock Dividend and Other Distributions. In the event the Company makes, or fixes a record date for the determination of holders of Common Stock entitled to receive, any distribution (excluding repurchases of securities by the Company not made on a

pro rata basis) payable in property, in securities of other persons or of the Company other than shares of Common Stock or evidences of indebtedness of other persons or of the Company, and other than as otherwise adjusted for in this Article V or as provided for in Article II in connection with a dividend, then, and in each such event, the holders of Series A Preferred Stock shall receive, at the time of such distribution, the amount of any such distribution that they would have received had their Series A Preferred Stock been converted into Common Stock immediately prior to the date of such event.

(ii) Adjustments for Reorganization, Reclassification or Similar Events. If the Common Stock shall be changed into the same or a different number of shares of any other class or classes of stock or other securities or property, whether by capital reorganization, reclassification or otherwise, then each share of Series A Preferred Stock shall thereafter be convertible into the number of shares of stock or other securities or property to which a holder of the number of shares of Common Stock of the Company deliverable upon conversion of such shares of Series A Preferred Stock shall have been entitled upon such reorganization, reclassification or other event.

(g) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the conversion rights pursuant to this Article V, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Series A Preferred Stock to which such adjustment pertains a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based.

(h) Notices of Record Date. In the event of taking by this Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, this Company shall mail to each holder of Series A Preferred Stock, at least twenty (20) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right.

(i) Notices. Any notice required by the provisions of this Article V to be given to the holders of Series A Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his, her or its address appearing on the books of this Company.

(j) Effect of Conversion on Accrued Dividends. Upon any conversion of Series A Preferred Stock, any dividends accrued but unpaid (whether or not declared) to the date of conversion on the Series A Preferred Stock shall be canceled.

ARTICLE VI

MISCELLANEOUS

(a) Changing the Terms of Series A Preferred Stock. Any provision of this Certificate of Designation may be amended, altered, changed, repealed or waived by a consent in writing without a meeting of shareholders signed by the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, or by the affirmative vote of the same proportion of holders at a meeting of shareholders duly called for such purpose.

(b) Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Certificates representing shares of Series A Preferred Stock, and, in the case of loss, theft or destruction, of a satisfactory indemnification undertaking by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Series A Preferred Stock Certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, that the Company shall not be obligated to re-issue preferred stock certificates if the holder contemporaneously requests the Company to convert such shares of Series A Preferred Stock into Common Stock.

(c) Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief). No remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy, and nothing herein shall limit a holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Certificate of Designation. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of the Series A Preferred Stock and that the remedy at law for any such breach may be inadequate. Therefore, the Company agrees that, in the event of any such breach or threatened breach, the holders of the Series A Preferred Stock shall be entitled, in addition to all other available rights and remedies, to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

(d) Specific Shall Not Limit General; Construction. No specific provision contained in this Certificate of Designation shall limit or modify any more general provision contained herein. This Certificate of Designation shall be deemed to be jointly drafted by the Company and all initial purchasers of the Series A Preferred Stock and shall not be construed against any person as the drafter hereof.

(e) Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series A Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed by its President and Chief Executive Officer this 11th day of July, 2002.

/s/ Kent A. Rodriguez

Kent A. Rodriguez

President and Chief Executive Officer

EXHIBIT I

XDOGS, INC.

CONVERSION NOTICE

Reference is made to the Certificate of Designation of the Relative Rights and Preferences of the Series A Preferred Stock of XDogs, Inc. (the "Certificate of Designation"). In accordance with and pursuant to the Certificate of Designation, the undersigned hereby elects to convert the number of shares of Series A Preferred Stock, par value $.10 per share (the "Preferred Shares"), of XDogs, Inc., a Nevada corporation (the "Company"), indicated below into shares of Common Stock, par value $.001 per share (the "Common Stock"), of the Company, by tendering the stock certificate(s) representing the share(s) of Preferred Shares specified below as of the date specified below.

Date:_________________

Number of Preferred Shares to be converted: _________________

Stock certificate no(s). of Preferred Shares to be converted: _________________

Please confirm the following information:

Conversion Price: _________________

Number of shares of Common Stock to be issued: _________________

Please issue the Common Stock into which the Preferred Shares are being

converted and, if applicable, any check drawn on an account of the Company in

the following name and to the following address:

Issue to: ___________________________________________________

___________________________________________________

Facsimile Number: _________________

Authorization: ____________________

By:________________________________

Exhibit 4.1(b)

[NEVADA STATE SEAL]

ROSS. MILLER

Secretary of State

204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Certificate of Designation

(PURSUANT TO NRS 78.1955

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Designation For
Nevada Profit Corporations
(Pursuant to NRS 78;1955)

1. Name of corporation:

Avalon Oil & Gas, Inc.

2. By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations; restrictions and relative rights of the following class or·series of stock.

The series of Preferred Stock of the Corporation created pursuant to this Certificate of Designation shall be designated the Series B Convertible Preferred Stock, and the. authorized number of shares constituting such series shall be Two Thousand (2,000). The face amount of each share of the Series B Convertible Preferred Stock shall be One Thousand Dollars ($1,000), which on an aggregate basis shall equal Two Million Dollars ($2,000,000).

The Holders shall be entitled to receive, when and as authorized by the Board of Directors, dividends at a rate equal to Eight Percent (8%) per annum payable in cash. Such Dividends shall accrue from the date it upon which the Corporation receives the subscription funds for the Series B Preferred Stock, and shall be payable annual in arrears on January 15th of each year. The Series B Convertible Preferred Stock shall have no voting rights, and may be redeemed by the Corporation without written consent of the Holders.

3. Effective date of filing: (optional)
	(must not be later than 90 days after the certificate is filed)

4. Signature: (required)

X [Signature]

______________________________________________

Signature of Officer

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State Stock Designation

Exhibit 4.1(c)

[NEVADA STATE SEAL]

ROSS. MILLER

Secretary of State

204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520

(775) 684 5708

Website: www.nvsos.gov

Filed in the office of

/s/ Ross Miller

Document Number

20140188786-65

Ross Miller
Secretary of State

Filing Date and Time

03/14/201411:10 AM

State of Nevada

Entity Number

C7726-1999

Amendment to
Certificate of Designation
After Issuance of Class or Series

(PURSUANT TO NRS 78.1955

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Certificate of Designation For
Nevada Profit Corporations
(Pursuant to NRS 78.1955 - After Issuance of Class or Series)

1. Name of corporation:

Avalon Oil & Gas, Inc.

2. Stockholder approval pursuant to statute has been obtained.

3. The class or series of stock being amended:

Series B Preferred Stock, par value $0.10 per share

4. By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:

A new Subsection (B) is added to Article 3. Dividends, as follows:

“(B) The rate of Dividends set forth in Article 3, section (A) above shall increase from eight percent (8%) to nine percent (9%) per annum beginning April 1, 2014. In addition, beginning on April 1, 2014, the Dividend Payment Date, as defined in Article 3, Section (A) above, will be April 15 of each year, or if not a business day, on the next succeeding business day.”

5. Effective date of filing: (optional)	April 1, 2014
	(must not be later than 90 days after the certificate is filed)

6. Signature: (required)

X [Signature]

______________________________________________

Signature of Officer

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State NRS Amend Designation - After

Exhibit 4.1(d)

[NEVADA STATE SEAL]

BARBARA K. CEGAVSKE

Secretary of State

202 North Carson Street, Suite 1
Carson City, Nevada 89701-4201

(775) 684 5708

Website: www.nvsos.gov

Filed in the office of

/s/ Barbara K. Cegavske

Document Number

20180022697-67

Barbara K. Cegavske
Secretary of State

Filing Date and Time

01/12/2018 10:18 AM

State of Nevada

Entity Number

C7726-1999

Amendment to
Certificate of Designation
After Issuance of Class or Series

(PURSUANT TO NRS 78.1955)

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Certificate of Designation
For Nevada Profit Corporations
(Pursuant to NRS 78.1955 - After Issuance of Class or Series)

1. Name of corporation:

Avalon Oil & Gas, Inc.

2. Stockholder Approval pursuance to statute has been obtained.

3. The class or series of stock being amended:

Series A Preferred Stock

4. By a resolution adopted by the board of directors, the certificate of designation is being amended as follows or the new class or series is:

Article IV, "Conversion, of the Certificate of Designation is amended to read as follows:

(a) Right to Convert. At any time on or after the issuance of the Series A Preferred Stock. the holder of any shares of Series A Preferred Stock may elect to convert all or any portion of the shares of Series A Preferred Stock held by such person into a number of fully paid and non-assessable shares of Common Stock. as follows: Each share of Series A Preferred Stock shall, upon conversion. Represent 0.51% of the then "Fully-Diluted Shares Outstanding" of the Company. "Fully-Diluted Shares Outstanding" is computed

-------continued on attached sheet-------

5. Effective date of filing: (optional)
	(must not be later than 90 days after the certificate is filed)

6. Signature: (required)

X [Signature]

______________________________________________

Signature of Officer

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State NRS Amend Designation - After

CONTINUATION SHEET

AMENDMENT TO

CERTIFICATE OF DESIGNATION

AFTER ISSUANGE OF CLASS OR SERIES

AVALON OIL & GAS, INC.

continued from page1:

as the sum of the number of shares of Common Stock outstanding plus the number of shares of Common Stock issuable upon exercise, conversion or exchange of outstanding options, warrants, convertible securities (including the shares of Series A Preferred Stock) or other rights, or upon exercise. conversion or exchange of securities which by their terms are exercisable, convertible or exchangeable for other securities exercisable. convertible or exchangeable for Common Stock. The effect of this provision is that if all 100 shares of the Series A Preferred Stock authorized hereby converted at once, the Company would issue the holders a number of shares of Common Stock representing (after the issuance) 51% of the Fully-Diluted Shares Outstanding.

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

Groove Botanicals, Inc., a registrant incorporated in the United States, as of December 2, 2021, has the following subsidiaries:

Biotrex, Inc.

Jurisdiction of Incorporation: Wyoming, United States

Percentage of Voting Securities Owned by Groove Botanicals, Inc.: 100%

Maxidyne, Inc.

Jurisdiction of Incorporation: Wyoming, United States

Percentage of Voting Securities Owned by Groove Botanicals, Inc.: 100%

As of December 2, 2021, there are no other subsidiaries of Groove Botanicals, Inc. All subsidiaries are wholly owned by Groove Botanicals, Inc.

Please note that while these corporations are currently wholly owned by Groove Botanicals, Inc., their status may change in the future. This document may not reflect such changes after the stated date.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation in this Registration Statement on Form 10 of our report dated June 15, 2023, relating to the consolidated financial statements of Groove Botanicals, Inc. as of March 31, 2023 and March 31, 2022 and to all references to our firm included in this Registration Statement.

Certified Public Accountants

Lakewood, CO

June 15, 2023

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