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                             April 29, 2021

       Allan Marshall
       Chief Executive Officer
       Grove, Inc.
       1710 Whitney Mesa Drive
       Henderson, NV 89014

                                                        Re: Grove, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 15,
2021
                                                            File No. 333-255266

       Dear Mr. Marshall:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 Filed April 15, 2021

       PROSPECTUS SUMMARY
       Recent Transactions, page 6

   1.                                                   Please file the HAVZ
Consolidated acquisition agreement as an exhibit to the registration
                                                        statement or tell us
why you are not required to do so. Refer to Item 601(b)(2) of
                                                        Regulation S-K.
       Use of Proceeds, page 26

   2.                                                   We note your response
to prior comment 2. With respect to the proceeds you expect to
                                                        receive from the
offering, please revise to identify the principal purposes for which you
                                                        plan to use the
proceeds and the approximate amount intended to be used for each such
                                                        purpose. For instance,
we note that your disclosure on page 25 indicates that you intend
 Allan Marshall
Grove, Inc.
April 29, 2021
Page 2
         to use the net proceeds from this offering to fund, among other
purposes, new and ongoing
         research and development expenses and hiring of additional personnel.
Dilution, page 28

3.       We note your response to comment 4 and that you disclose that your net
tangible book
         value is $(1,947,363) and $(.16) per share of common stock as of
December 31, 2020. As
         previously requested, please tell us how you calculated these amounts
considering that
         you have total assets of $10,019,396, which is comprised of $2,208,261
of intangible
         assets and $2,413,815 of goodwill, and $7,696,625 of total liabilities
as of December 31,
         2020. Revise as necessary.
Consolidated pro-forma unaudited financial statements for the three months and
six months
2019, page 34

4.       We note your response to prior comment 5. Please revise to remove the
consolidated pro
         forma unaudited financial statements for the three months and six
months ended
         December 31, 2019 presented here and for the year ended June 30, 2019
presented on
         page 37. Refer to the guidance in Rule 11-02(c)(2)(i) and Rule 8-05 of
Regulation S-X.
Consolidated pro-forma unaudited financial statements, page 37

5.       We note your response to prior comment 5. Please revise the disclosure
to explain how
         you determined the adjustment for amortization expense associated with
the fair value of
         definite lived intangible assets of approximately $333,068 per year as
well as providing
         supporting calculations in the disclosure for your pro forma basic
loss per common share
         for the year ended June 30, 2020. Refer to Rule 11-02(a) of Regulation
S-X.
Government Regulation, page 55

6.       We note your response to prior comment 7. We also note your disclosure
that you
         continue to search for a quality distribution partner familiar with
European regulations and
         distribution processes. To the extent that you plan to expand the
distribution of your
         products into Europe, please expand your disclosure to include a
discussion of the
         regulations that may apply to your products. Refer to Item
101(h)(4)(ix) of Regulation S-
         K. Alternatively, please explain to us why such disclosure is not
required.
MANAGEMENT
Employment Agreements, page 59

7.     Please expand your disclosure to describe the material terms of your
employment
FirstName LastNameAllan Marshall
       agreement with Mr. Hackett and file the agreement as an exhibit to the
registration
Comapany    NameGrove,
       statement or tell usInc.
                             why you are not required to do so. See Item 402(o)
and Item
       601(b)(10)(iii)(A)
April 29, 2021 Page 2       of Regulation S-K.
FirstName LastName
 Allan Marshall
FirstName
Grove, Inc.LastNameAllan Marshall
Comapany
April       NameGrove, Inc.
       29, 2021
April 329, 2021 Page 3
Page
FirstName LastName
Experts, page 78

8.       We note your response to comment 19 in our letter dated March 10,
2021. As outlined in
         your response to that comment, please amend your filing prior to
effectivenss to include a
         letter from your former auditor as Exhibit 16.1.
Note 15. Segment Information, page F-23

9.       Please revise your reportable segments    measures of profit or loss
to reconcile to your
         consolidated income before income taxes. Please note that this also
applies to your
         disclosures on page F-39. Refer to the guidance in ASC
280-10-50-30(b).
Note 16. Subsequent Events
Other Subsequent Events, page F-25

10.      We note you refer to $1 million of convertible promissory notes issued
in February and
         March 2020. As referenced on page F-40, it appears these notes were
issued in February
         and March 2021. Please revise or advise to clarify.
Note 14. Segment Information, page F-39

11.      We note your response to prior comment 11. As previously noted, your
segment
         disclosures do not agree to your unaudited condensed financial
statements included on
         pages F-27. For instance, we note that your total loss from operations
for the three and six
         months ended December 31, 2020 included here is incorrect. Please
revise.
Exhibits

12.      Prior to requesting effectiveness, please obtain and amend your filing
to include a
         currently dated consent from your auditors for Infusionz LLC's audit
report located on
         page F-42.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Allan Marshall
Grove, Inc.
April 29, 2021
Page 4

       You may contact Tara Harkins at 202-551-3639 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Deanna Virginio at 202-551-4530 or Jeffrey Gabor at 202-551-2544 with
any other
questions.



                                                        Sincerely,
FirstName LastNameAllan Marshall
                                                        Division of Corporation
Finance
Comapany NameGrove, Inc.
                                                        Office of Life Sciences
April 29, 2021 Page 4
cc:       Mark Lee, Esq.
FirstName LastName