0001171520-23-000110.txt : 20230216 0001171520-23-000110.hdr.sgml : 20230216 20230216164809 ACCESSION NUMBER: 0001171520-23-000110 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230216 DATE AS OF CHANGE: 20230216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROOVE BOTANICALS INC. CENTRAL INDEX KEY: 0000918573 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841168832 STATE OF INCORPORATION: CO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 000-23476 FILM NUMBER: 23639109 BUSINESS ADDRESS: STREET 1: 310 FOURTH AVENUE SOUTH STREET 2: SUITE 7000 CITY: MINNEAPOLIS STATE: MN ZIP: 55415 BUSINESS PHONE: (952) 746-9652 MAIL ADDRESS: STREET 1: 310 FOURTH AVENUE SOUTH STREET 2: SUITE 7000 CITY: MINNEAPOLIS STATE: MN ZIP: 55415 FORMER COMPANY: FORMER CONFORMED NAME: Avalon Oil & Gas, Inc. DATE OF NAME CHANGE: 20050818 FORMER COMPANY: FORMER CONFORMED NAME: XDOGS COM INC DATE OF NAME CHANGE: 20000225 FORMER COMPANY: FORMER CONFORMED NAME: SLED DOGS CO DATE OF NAME CHANGE: 19950112 RW 1 eps10667_grve.htm

GROOVE BOTANICALS INC.

310 Fourth Avenue South, Suite 7000

Minneapolis, MN 55415

February 16, 2023

VIA EDGAR UPLOAD

Michael Purcell

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:

GROOVE BOTANICALS INC. REQUEST FOR WITHDRAWAL
File No.: 000-23476

Dear Mr. Purcell:

On November 4, 2022, September 16, 2011, Groove Botanicals Inc., a Nevada corporation (the “Company”), filed a form 10-12G registration statement (together with the exhibits and amendments thereto, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”).

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Act”), the Company hereby applies for the withdrawal of the Registration Statement and requests that the Commission consent thereto. No securities have been issued or sold under the Registration Statement. The Registration Statement has not been declared effective by the Commission.

The Company has determined at this time not to proceed with the offering due to market conditions and requests that the Commission consent to this application on the grounds that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by paragraph (a) of Rule 477. The Company will refile a new form 10-12G registration statement immediately following this Request for Withdrawal.

It is our understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen days after such date, the Company receives notice from the Commission that this application will not be granted.

If you have any questions regarding this letter, please contact the Company’s legal counsel, John J. Brannelly at (801) 871-522566.

Sincerely,

Groove Botanicals Inc.,

By: /s/ Kent Rodriguez, President.