Item 9.01 Financial Statements and Exhibits.





    (a) Financial Statements of Businesses Acquired

        The audited financial statements of E-Core Technology, Inc. (d/b/a New
        England Technology, Inc.) as of and for the years ended December 31, 2021,
        and 2020, and the related Independent Auditor's Report are filed hereto as
        Exhibit 99.1 and incorporated herein by reference.

        The unaudited financial statements of E-Core Technology, Inc. (d/b/a New
        England Technology, Inc.) as of and for the nine months ended September
        30, 2022, and 2021, and the related Independent Accountant's Review Report




    (b) Pro Forma Financial Information

        The unaudited Pro Forma Condensed combined Balance Sheet of Grove, Inc.
        and E-Core Technology, Inc. (d/b/a New England Technology, Inc.) as of
        September 30, 2022, and Unaudited Pro Forma Condensed combined Statement
        of Income of Upexi, Inc. and E-Core Technology, Inc. (d/b/a New England
        Technology, Inc.) for the year ended June 30, 2022 are filed hereto as
        Exhibit 99.3 and incorporated herein by reference.




(d) Exhibits



Exhibit No.   Exhibit Description
  23.1          Consent of Marcum LLP
  99.1          Audited financial statements of E-Core Technology, Inc. (d/b/a New
              England Technology, Inc.) as of and for the years ended December 31,
              2021 and 2020, and the related Independent Auditor's Report
  99.2          Unaudited financial statements of E-Core Technology, Inc. (d/b/a
              New England Technology, Inc.) as of and for the nine months ended
              September 30, 2022 and 2021, and the related Independent
              Accountant's Review Report
  99.3          Unaudited Pro Forma Condensed Balance Sheet of Upexi, Inc. and
              E-Core Technology, Inc. (d/b/a New England Technology, Inc.) as of
              September 30, 2022, and Unaudited Pro Forma Condensed combined
              Statement of Operations of Upexi, Inc. and E-Core Technology, Inc.
              (d/b/a New England Technology, Inc.) for the year ended June 30,
              2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              Document)





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