GROOVE BOTANICALS INC. (GRVE) company history: the story so far

History

A Nevada shell that chased failed mergers, built a small oil and gas and technology portfolio, then went quiet and resurfaced as Groove Botanicals.

2003-2006: Shell deals that never closed

The company began as XDogs, Inc. In August 2003 it signed a non-binding letter of intent to reverse-merge with Kathrine Baumann, LLC, a Beverly Hills handbag designer, with Baumann's principal ending up holding 75% of the combined company. The filings on record show no completed deal.

In February 2005 the company turned to oil and gas, agreeing in principle to acquire an 80% net revenue interest in a Kansas leasehold from Mid-Continent Investments Corporation in exchange for 80% of its stock. In May 2005 the deal was recorded as complete: 85 million shares were issued, giving Mid-Continent 51.7% control. But the assets were never actually transferred. In January 2006, by then named Avalon, the company cancelled those 85 million shares and abandoned the deal. A second deal unwound the next month, when Avalon returned Oklahoma properties to Sooner Trend Leasing and cancelled the 48 million shares issued for them.

2006-2010: Oil, gas and licensed technology

Avalon then built something smaller. In December 2006 it bought Ultrasonic Mitigation Technologies from UTEK Corporation in a stock-for-stock deal, gaining an exclusive University of Wyoming license for removing paraffin wax from oil wells using ultrasound. In January 2007 it acquired a 10% working interest in a 13-wellbore Woodbine property in Upshur County, Texas, alongside operator KROG Partners and advisor Anderson Oil & Gas, and began optimization work there, including plugging two inactive wells and improving the salt water disposal systems.

In May 2007 it bought a second UTEK company, Leak Location Technologies, which holds a Rensselaer Polytechnic Institute license for sound-based detection of leaks in underground pipes. UTEK's combined stake in Avalon rose to 21.8%. In July 2010 the company restated its fiscal 2009 financial statements, because its calculation of a ceiling-test write-down (an accounting reduction of the stated value of oil and gas reserves) proved incorrect, and told investors not to rely on the earlier numbers.

2011-2023: A long silence

The record is quiet for more than a decade after the restatement. The share count shows large changes over these years, but the beats do not explain them, so they are not narrated here. In August 2021 the company, by then named Groove Botanicals Inc., terminated the registration of a class of its securities, ending its reporting obligation for them. The records on hand do not document when or why it changed its name or moved into botanicals.

2024-2026: New auditors and a filing slip

In May 2024 the company dismissed its auditor BF Borgers after the SEC permanently barred that firm from auditing public companies. Hundreds of small companies had to find new auditors as a result. In August 2025 Groove filed its fiscal 2025 annual report without its auditor's required written consent, which made the filing invalid. It fixed this weeks later with an amended 10-K once consent was obtained. This was a compliance lapse, not a change to the accounting. As of May 2026 the company had 59,643,062 shares on issue.

Written from the 12 story beats below (2003 to 19 Aug 2025), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

202559.6m shares · US$364k market cap

19 Aug
Filed its fiscal 2025 annual report without its auditor's required written consent, making the filing invalid; it corrected this with an amended 10-K weeks later once consent was obtained - a real compliance lapse, not a substantive accounting change.
financial restatement
59.6m shUS$364k

202459.6m shares · US$1.8m market cap

10 May
Dismissed BF Borgers after the SEC permanently barred the firm from auditing public companies over widespread audit-standards failures - part of an industry-wide fallout that forced hundreds of small companies to find new auditors.
auditor change
59.6m shUS$1.8m

202128.3m shares · US$651k market cap

2 Aug
GROOVE BOTANICALS INC. terminated the registration of a class of securities, ending its reporting obligation for them.
listing compliance notice
28.3m shUS$651k

2010

26 July
Restated its fiscal 2009 financial statements after a ceiling-test write-down calculation on its oil and gas reserves proved incorrect, telling investors not to rely on the previously filed numbers.
financial restatement

2007

4 May
Acquired a second technology company from UTEK Corporation - Leak Location Technologies, whose Rensselaer Polytechnic Institute-licensed sound-based leak detection technology finds leaks in underground pipes - pushing UTEK's combined stake in Avalon to 21.8%.
asset acquisition disposition
16 Jan
Avalon acquired an undivided 10% working interest, alongside operator KROG Partners and advisor Anderson Oil & Gas, in a 13-wellbore Woodbine property in Upshur County, Texas. It then began optimization work there, including plugging two inactive wells and improving the salt water disposal systems.
drilling progress report

2006

15 Dec
Diversified beyond oilfield assets into technology: acquired Ultrasonic Mitigation Technologies from UTEK Corporation in a stock-for-stock deal, gaining an exclusive University of Wyoming license for ultrasonic paraffin-wax removal from oil wells.
material agreement
13 Feb
A second oil and gas deal also unwound: Avalon returned Oklahoma properties to Sooner Trend Leasing and cancelled the 48 million shares it had issued for them - the same failure-of-consideration pattern as the Mid-Continent deal.
asset acquisition disposition
25 Jan
The Mid-Continent Investments deal fell apart: Mid-Continent never delivered the assignment of the Kansas leasehold it had promised, so Avalon cancelled the 85 million shares it had issued and abandoned the acquisition - the "completed" 2005 deal turns out never to have closed.
asset acquisition disposition

2005

27 May
Completed the Mid-Continent Investments acquisition on paper - 85 million shares issued for the Kansas oil and gas leasehold, handing Mid-Continent 51.7% control of the company - though the underlying assets were never actually transferred, as later filings would reveal.
business combination
18 Feb
Pivoted again, to a non-binding letter of intent with Mid-Continent Investments Corporation to acquire an 80% net revenue interest in a Kansas oil and gas leasehold in exchange for 80% of XDOGS' outstanding stock - its first move toward becoming an oil and gas company.
business combination

2003

13 Aug
As XDogs, Inc., it signed a non-binding letter of intent to acquire Kathrine Baumann, LLC, a Beverly Hills handbag designer, in a merger that would give Baumann's principal 75% of the combined company. The deal was subject to a definitive agreement and due diligence.
business combination