EXHIBIT 99.2

GROVE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial information is based on the historical financial statements of Grove, Inc. (the “Company”) and VitaMedica Corporation (“VitaMedica”), after giving effect to the Company’s acquisition of the assets of VitaMedica. The notes to the unaudited pro forma financial information describe the reclassifications and adjustments to the financial information presented.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021, and statements of operations for the year ended June 30, 2021, are presented as if the acquisition of VitaMedica had occurred on July 1, 2020 and were carried forward through each of the periods presented.

The allocation of the purchase price used in the unaudited pro forma condensed combined financial information is based upon the respective fair values of the assets and liabilities of VitaMedica as of the date on which the VitaMedica Stock Purchase agreement was signed.

The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that the Company would have reported had the VitaMedica acquisition been completed as of the dates presented and should not be taken as a representation of the Company’s future consolidated results of operation or financial position.

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of the Company included in the annual report on form 10-K for the year ended June 30, 2021. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

GROVE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2021

(UNAUDITED)

See notes to unaudited pro forma condensed combined financial information

GROVE, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED JUNE 30, 2021

(UNAUDITED)

See notes to unaudited pro forma condensed combined financial information.

GROVE, INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed combined balance sheet as of June 30, 2021, and the unaudited pro forma statements of operations for the year ended June 30, 2021, are based on the historical financial statements of the Company and VitaMedica after giving effect to the Company’s acquisition of VitaMedica and reclassification and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.

The Company accounts for its business combinations using the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities assumed by the Company to the seller’s cash consideration and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. The excess of (i) the total costs of acquisition over (ii) the fair value of the identifiable net assets of the acquiree is recorded as identifiable intangible assets and goodwill.

The fair values assigned to VitaMedica’s assets acquired and liabilities assumed are based on management’s estimates and assumptions. The estimated fair values of these assets acquired, and liabilities assumed are considered preliminary and are based on the information that was available as of the date of acquisition. The Company believes that the information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but is waiting for additional information, primarily related to estimated values of current and non-current income taxes payable and deferred taxes, which are subject to change, pending the finalization of certain tax returns. The Company expects to finalize the valuation of the assets and liabilities as soon as practicable, but not later than one year from the acquisition date.

The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that the Company would have reported had the VitaMedica acquisition been completed as of the dates presented and should not be taken as a representation of the Company’s future consolidated results of operation or financial position.

The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of the Company included in the annual report on Form 10-K for the year ended June 30, 2021. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

Accounting Periods Presented

The unaudited pro forma condensed combined balance sheet as of June 30, 2021, and the statements of operations for the year ended June 30, 2021, are presented as if the acquisition of VitaMedica had occurred on July 1, 2020 and were carried forward through each of the periods presented.

Reclassifications

The Company reclassified certain accounts in the presentation of VitaMedica’s historical financial statements to conform to the Company’s presentation.

2. ACQUISITION OF VITAMEDICA

On August 4, 2021, Grove Inc., a Nevada corporation (the “Company” or “Grove”) entered into an Asset Purchase Agreement (the “Agreement”) with Grove Acquisition Subsidiary, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (the “Buyer” and, together with the Company, the “Buying Parties”), VitaMedica Corporation, a California corporation (the “Seller”), David Rahm and Yvette La-Garde (each a “Seller Stockholder” and, together with the Seller, collectively, the “Selling Parties”). The Seller is a leading online seller of supplements for surgery, recovery, skin, beauty, health, and wellness.

Pursuant to the terms and conditions of the Agreement, the Buyer agreed to purchase substantially all of the assets of the Seller (the “Transaction”). The purchase price for the sale consists of 100,000 shares of Grove’s common stock, par value $0.001 per share, a non-negotiable promissory note from Grove in favor of the Seller in the original principal amount of $500,000, a non-negotiable convertible promissory note from Grove in favor of the Seller in the original principal amount of $500,000, convertible at the Seller’s option into Grove Common stock at $5.00 per share for a total of 100,000 shares of Grove Common Stock and a cash payment of $2,000,000.

Additionally, if the revenues of the Seller’s business during the period commencing on the day of closing and ending on the first anniversary of the closing are less than $2,500,000, then the purchase price shall be reduced as calculated in accordance with a formula set forth in the Agreement. Additionally, the purchase price will be adjusted (positively or negatively) based upon the differences in the book value of the Closing Working Capital (as defined in the Agreement) as compared to a “Benchmark Working Capital” of $573,000.

The assets acquired primarily consist of accounts receivable, inventory, prepaid expenses, fixed assets, and other current assets.

Under the purchase method of accounting, the goodwill and intangible assets of the transaction were valued for accounting purposes at an estimated $2,878,646, which was the estimated fair value of the consideration paid by the Company of $3,482,000, after it was determined post-closing net assets acquired of approximately $603,354. The estimate was based on the consideration paid of 100,000 shares of common stock valued at $482,000 based on the closing price on August 4, 2021, of $4.82 per share, cash of 2,000,000, $500,000 note payable and $500,000 convertible note payable based on terms of the agreement and the net assets received. The net assets received excluded $125,840 of cash on June 30, 2021, and an additional acquisition liability of $69,183 based on the net working capital received being higher than the required $573,000.

The assets and liabilities of VitaMedica will be recorded at their respective fair values as of the closing date of the Agreement, and the following table summarizes these values based on the estimated balance sheet on August 1, 2021.

The assets and liabilities of VitaMedica are recorded at their respective fair values as of the closing date of the Agreement, and the following table summarizes these values based on the balance sheet on August 1, 2021, the effective closing date.

The acquisition of VitaMedica provided the Company with expanded expertise in the health and wellness industry, expanded the branded product offerings of the Company, additional geographical distribution points and expected improved gross margin and profitability through synergies recognized with the consolidation of the two companies’ administrative functions and product distribution. These are the factors of the goodwill recognized in the acquisition.

3. PRO FORMA ADJUSTMENTS