{"url_path":"/sec/grve/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Exhibits and Financial Statement Schedules.**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/918573/0001477932-26-004080-index.html","accession_number":"0001477932-26-004080","cik":"0000918573","ticker":"GRVE","issuer_name":"GROOVE BOTANICALS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/918573/0001477932-26-004080-index.html","primary_entity_key":"0000918573","primary_entity_name":"GROOVE BOTANICALS INC."},"word_count":5791,"has_tables":true,"body_markdown":"**Item 15. Exhibits and Financial Statement Schedules.**\n\n \n\n(a) List of Financial Statements, Financial Statement Schedules and Exhibits.\n\n \n\n(1) Financial Statements. The following financial statements of Groove Botanicals Inc. are included in this Annual Report beginning on page F-1:\n\n  \n\n \n\n \n\n**Page**\n\n \n\n \n\n \n\n \n\n \n\n**For the Years Ended March 31, 2026 and 2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n[Report of Independent Registered Public Accounting Firm](#re) (PCAOB ID: 7429)\n\n \n\n21-23\n\n \n\n \n\n \n\n \n\n \n\n[Consolidated Balance Sheets](#bs)\n\n \n\n24\n\n \n\n \n\n \n\n \n\n \n\n[Consolidated Statements of Operations](#so)\n\n \n\n25\n\n \n\n \n\n \n\n \n\n \n\n[Consolidated Statements of Changes in Stockholders’ Equity (Deficit)](#sc)\n\n \n\n26\n\n \n\n \n\n \n\n \n\n \n\n[Consolidated Statements of Cash Flows](#cf)\n\n \n\n27\n\n \n\n \n\n \n\n \n\n \n\n[Notes to Consolidated Financial Statements](#nt)\n\n \n\n28\n\n \n\n \n\n \n\n20\n\n*Table of Contents*\n\n \n\n**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**\n\n   \n\nJuly 15, 2025\n\n \n\nAudit Committee/Board of Director\n\n**Groove Botanicals, Inc.**\n\n310 Fourth Avenue South, Suite 7000\n\nMinneapolis, MN 55415\n\n**Opinion on the financial statements**\n\nWe audited the accompanying balance sheets of Groove Botanicals, Inc. (“the Company”) as of March 31, 2025 and 2024 and the related statements of operations, stockholders’ equity, and cash flows for years then ended and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.\n\n \n\n**Going Concern**\n\nThe Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of the liabilities in the normal course of business. The Company has an accumulated deficit of $35,196,581 for the year ended March 31, 2025. These factors as discussed in Note 3 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\n \n\n**Basis of Opinion**\n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (\"PCAOB\") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits. we are required to obtain an understanding of internal control over financial reporting not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.** **\n\n \n\n**Critical Audit Matters**\n\nCritical audit matters arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they relate.\n\n \n\n*Related party transactions.*\n\nAs discussed in Note 5 to the financial statement, the Company has borrowed from related parties an amount $608,833 as of the date of March 31, 2025. The procedure performed to address the matter included: obtaining confirmation from related party.\n\n \n\nWe have served as the Company’s auditor since 2024.\n\n \n\n/s/ M. S. Madhava Rao\n\n**M. S. Madhava Rao, Chartered Accountant**\n\nBangalore, India\n\nJuly 15, 2025 \n\n \n\n \n\n21\n\n*Table of Contents*\n\n   \n\n \n\n** **\n\n**Report of Independent Registered Public Accounting Firm**\n\n \n\nTo the Board of Directors,\n\nGroove Botanicals Inc.\n\n310 Fourth Avenue South\n\nSuite 7000\n\nMinneapolis MN, 55415\n\n \n\n**Opinion on the Financial Statements**\n\n \n\nWe have audited the accompanying consolidated balance sheets of Groove Botanicals, Inc. (the “Company”) as of March 31, 2026, the related statement of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.\n\n \n\n**Substantial Doubt about the Company’s Ability to Continue as a Going Concern**\n\n \n\nThe accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As described in Note 3 to the financial statements, the Company has incurred recurring net losses since its inception and has raised limited capital. The Company had a net loss of $139,917 and $130,834 for the years ended March 31, 2026, and March 31, 2025, respectively. The Company’s accumulated deficit was $35,554,968 and $35,196,581 as of March 31, 2026, and March 31, 2025, respectively. These Factors raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 3. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.\n\n \n\n**Basis for Opinion-**\n\n \n\nThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\n \n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.\n\n \n\nThe Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\n \n\nOur audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n  \n\n \n\nHO: 913, Skye Corporate Park, Plot No. 25, Scheme No. 78 Part-2, Niranjanpur, A B Road, Indore (M.P.)-452001  Branch: Aklera (Rajasthan)\n\nTele: 0731-4969499 | 9179664633 | 7415159295 | 8982305103\n\nEmail: goyalsolankica@gmail.com | Web: www.gskca.com\n\n \n\n \n\n22\n\n*Table of Contents*\n\n \n\n  \n\n**Critical Audit Matters**\n\nCritical audit matter arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matter does not alter in any way our opinion on the financial statements taken as a whole, and we are not, by communicating the critical audit below, providing separate opinions on the critical audit matters or the accounts or disclosures to which it relates.\n\n \n\n**Related party transactions**\n\nAs discussed in Note 5 to the financial statements, the Company had amounts due to related parties and accrued salaries totaling $747,961 as of March 31, 2026. The procedure performed to address the matter included: obtaining confirmation from related party.\n\n \n\nGSKCA & Associates (PCAOB ID 7429)\n\n \n\nIndore, India\n\nJune 29, 2026\n\nWe have served as the Company’s auditor since 2026.\n\n  \n\n \n\nHO: 913, Skye Corporate Park, Plot No. 25, Scheme No. 78 Part-2, Niranjanpur, A B Road, Indore (M.P.)-452001  Branch: Aklera (Rajasthan)\n\nTele: 0731-4969499 | 9179664633 | 7415159295 | 8982305103\n\nEmail: goyalsolankica@gmail.com | Web: www.gskca.com\n\n \n\n \n\n23\n\n*Table of Contents*\n\n \n\n**Groove Botanicals, Inc.**\n\n**Consolidated Balance Sheets**\n\n \n\n \n\n \n\n**March 31,**\n\n**2026**\n\n \n\n \n\n**March 31,**\n\n**2025**\n\n \n\nASSETS\n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent Assets:\n\n \n\n \n\n \n\n \n\n \n\n \n\nCash\n\n \n$1,502\n \n\n \n$2,042\n \n\nPrepaid Expenses\n\n \n\n \n2,930\n \n\n \n\n \n2,478\n \n\nTotal Current Assets\n\n \n\n \n4,432\n \n\n \n\n \n4,520\n \n\nTOTAL ASSETS\n\n \n$4,432\n \n\n \n$4,520\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLIABILITIES & STOCKHOLDERS’ EQUITY\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent Liabilities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAccounts Payable and Accrued Liabilities\n\n \n$69,309\n \n\n \n$68,608\n \n\nRelated Party Payable\n\n \n\n \n747,961\n \n\n \n\n \n608,833\n \n\nDividends payable\n\n \n\n \n435,825\n \n\n \n\n \n290,550\n \n\nDividends payable, related party\n\n \n\n \n219,585\n \n\n \n\n \n146,390\n \n\nTotal Current Liabilities\n\n \n\n \n1,472,680\n \n\n \n\n \n1,114,381\n \n\nTotal Liabilities\n\n \n\n \n1,472,680\n \n\n \n\n \n1,114,381\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nStockholders’ Equity\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nPreferred Stock, Series A, $0.10 par value, 100 shares authorized; 100 shares issued and outstanding as of March 31, 2026, and March 31, 2025\n\n \n\n \n10\n \n\n \n\n \n10\n \n\nPreferred Stock, Series B, $0.10 par value, 2,000 shares authorized; 1,983 shares issued and outstanding as of March 31, 2026, and March 31, 2025\n\n \n\n \n198\n \n\n \n\n \n198\n \n\nCommon Stock, $0.001 par value, 200,000,000 shares authorized. and 59,643,062 shares issued and outstanding as of March 31, 2026, and March 31, 2025\n\n \n\n \n59,643\n \n\n \n\n \n59,643\n \n\nAdditional paid-in capital\n\n \n\n \n34,026,869\n \n\n \n\n \n34,026,869\n \n\nAccumulated deficit\n\n \n\n \n(35,554,968)\n \n\n \n(35,196,581)\n\nTotal stockholder’s equity\n\n \n\n \n(1,468,248)\n \n\n \n(1,109,861)\n\nTOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT\n\n \n$4,432\n \n\n \n$4,520\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements. \n\n \n\n \n\n24\n\n*Table of Contents*\n\n \n\n **Groove Botanicals, Inc.**\n\n**Consolidated Statements of Operations**\n\n \n\n \n\n \n\n**For the Years ended,**\n\n**March  31,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nExpenses:\n\n \n\n \n\n \n\n \n\n \n\n \n\nSelling, General and Administrative Expenses\n\n \n$73,774\n \n\n \n$70,087\n \n\nRent\n\n \n\n \n14,400\n \n\n \n\n \n15,435\n \n\nLegal and Professional Expenses\n\n \n\n \n43,743\n \n\n \n\n \n42,312\n \n\nConsulting Expense\n\n \n\n \n8,000\n \n\n \n\n \n3,000\n \n\nTotal Operating Expenses\n\n \n\n \n139,917\n \n\n \n\n \n130,834\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nOperating Loss\n\n \n\n \n(139,917 )\n \n\n \n(130,834 )\n\nInterest Expense\n\n \n\n \n-\n \n\n \n\n \n-\n \n\nNet (Loss)\n\n \n$(139,917 )\n \n\n \n(130,834 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDividend on Preferred Stock\n\n \n\n \n(218,470 )\n \n\n \n(218,470 )\n\n \n\n \n$(358,387 )\n \n$(349,304 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBasic and Diluted Earnings (Loss) per Common Share\n\n \n$(0.01 )\n \n$(0.01 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nWeighted Average Common Shares Outstanding – Basic and diluted\n\n \n\n \n59,643,062\n \n\n \n\n \n59,643,062\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements\n\n \n\n \n\n25\n\n*Table of Contents*\n\n \n\n**Groove Botanicals, Inc.**\n\n**Consolidated Statements of Stockholders’ Equity**\n\n**For the Years Ended March 31, 2026, and 2025**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Additional**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n **Series A**\n\n \n\n \n\n **Series B**\n\n \n\n \n\n \n\n \n\n**Paid In**\n\n \n\n \n\n**Accumulated**\n\n \n\n \n\n \n\n \n\n \n\n**Preferred Stock**\n\n \n\n \n\n**Preferred Stock**\n\n \n\n \n\n**Common Stock**\n\n \n\n \n\n**Capital**\n\n \n\n \n\n**Deficit**\n\n \n\n \n\n**Total**\n\n \n\n \n\n \n\n**Shares**\n\n \n\n \n\n**Amount**\n\n \n\n \n\n**Shares**\n\n \n\n \n\n**Amount**\n\n \n\n \n\n**Shares**\n\n \n\n \n\n**Amount**\n\n \n\n \n\n**Amount**\n\n \n\n \n\n**Amount**\n\n \n\n \n\n**Amount**\n\n \n\nBalance, March 31, 2024\n\n \n\n \n100\n \n\n \n$10\n \n\n \n\n \n1,983\n \n\n \n$198\n \n\n \n\n \n59,643,062\n \n\n \n$59,643\n \n\n \n$34,026,869\n \n\n \n$(34,847,277 )\n \n$(760,557 )\n\nAccrued dividend\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(218,470 )\n \n\n \n(218,470 )\n\nNet (loss)\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(130,834 )\n \n\n \n(130,834 )\n\nBalance, March 31, 2025\n\n \n\n \n100\n \n\n \n$10\n \n\n \n\n \n1,983\n \n\n \n$198\n \n\n \n\n \n59,643,062\n \n\n \n$59,643\n \n\n \n$34,026,869\n \n\n \n$(35,196,581 )\n \n$(1,109,861 )\n\nAccrued dividend\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(218,470 )\n \n\n \n(218,470 )\n\nNet (loss)\n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n-\n \n\n \n\n \n(139,917 )\n \n\n \n(139,917 )\n\nBalance, March 31, 2026\n\n \n\n \n100\n \n\n \n$10\n \n\n \n\n \n1,983\n \n\n \n$198\n \n\n \n\n \n59,643,062\n \n\n \n$59,643\n \n\n \n$34,026,869\n \n\n \n$(35,554,968 )\n \n$(1,468,248 )\n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n \n\n26\n\n*Table of Contents*\n\n \n\n**Groove Botanicals, Inc.**\n\n**Consolidated Statements of Cash Flows**\n\n \n\n \n\n \n\n**For the Years Ended**\n\n**March 31,**\n\n \n\n \n\n \n\n**2026**\n\n \n\n \n\n**2025**\n\n \n\nCash Flow From Operating Activities\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet Loss\n\n \n$(139,917 )\n \n$(130,834 )\n\nAdjustments to reconcile net loss to net cash used in operating activities:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAccrued Payroll\n\n \n\n \n48,000\n \n\n \n\n \n48,000\n \n\nChanges in working capital\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nDecrease (Increase) in Prepaid Expenses\n\n \n\n \n(452 )\n \n\n \n(2,024 )\n\nIncrease (Decrease) in Accounts Payable and Accrued Liabilities\n\n \n\n \n701\n \n\n \n\n \n(22,564 )\n\nNet Cash Used in Operating Activities\n\n \n\n \n(91,668 )\n \n\n \n(107,422 )\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCash Flow From Financing Activities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nFunds received from Related Party\n\n \n\n \n95,320\n \n\n \n\n \n107,776\n \n\nFunds distributed to Related Party\n\n \n\n \n(4,192 )\n \n\n \n-\n \n\nNet Cash From Financing Activities\n\n \n\n \n91,128\n \n\n \n\n \n107,776\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet Change in Cash\n\n \n\n \n(540 )\n \n\n \n354\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCash at Beginning of Year\n\n \n\n \n2,042\n \n\n \n\n \n1,688\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCash at End of Period\n\n \n$1,502\n \n\n \n$2,042\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Supplemental disclosure of non-cash items:**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAccrued dividends on preferred stock\n\n \n$218,470\n \n\n \n$218,470\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**Net cash paid for:**\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nInterest\n\n \n$—\n \n\n \n$—\n \n\nIncome Taxes\n\n \n$—\n \n\n \n$—\n \n\n \n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n \n\n \n\n27\n\n*Table of Contents*\n\n \n\n**GROOVE BOTANICALS, INC.**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR THE YEARS ENDED MARCH 31, 2026, AND 2025**\n\n \n\n**NOTE 1 – ORGANIZATION AND OPERATIONS**\n\n \n\n**Current Operations**\n\n \n\nGroove Botanicals, Inc. (the “Company”), (formerly known as Avalon Oil & Gas, Inc.), was originally incorporated in Colorado on April 25, 1991, under the name Snow Runner (USA), Inc. The Company was the general partner of Snow Runner (USA) Ltd.; a Colorado limited partnership to sell proprietary snow skates under the name “Sled Dogs” which was dissolved in August 1992. In late 1993, the Company relocated its operations to Minnesota and in January 1994 changed our name to Snow Runner, Inc. In November 1994 we changed our name to the Sled Dogs Company. On May 25, 1999, we filed articles of merger with Xdogs.com Inc., changing our state of domicile to Nevada. On June 22, 2005, the Corporation changed our name from XDOGS.com, Inc. to Avalon Oil and Gas, Inc. On May 14, 2018, the Corporation changed our name from Avalon Oil and Gas, Inc., to Groove Botanicals, Inc. Until August 2, 2021, when we filed a 15-12B to suspend duty to file reports under sections 13 and 15(d) of the securities exchange act of 1934, we were a reporting company. Subsequently, on September 14, 2023, we filed a Form 10 with the Securities and Exchange Commission, which became effective 60 days later.\n\n \n\nSince inception we have operated unsuccessfully, in various different industries. Currently, the Company intends to change our name from Groove Botanicals, Inc., to Nordmark Technologies, Inc., to better describe our corporate focus.\n\n \n\nThe Company is an early-stage company. We intend to identify and evaluate early-stage intellectual property and applied technologies that may originate from, or be developed within, the research ecosystems of Norwegian universities, university hospitals, applied research institutions, and related technology-transfer or innovation organizations, and to assess whether selected technologies may be suitable for licensing, further development, or commercialization in North America through licensing, strategic relationships, commercial partnerships, customer arrangements, or other commercial structures, if available.\n\n \n\nWe have selected an initial geographic focus on Norway as we believe a concentrated review of a defined research ecosystem may allow us to evaluate opportunities more efficiently. We believe certain Norwegian institutions are active in selected applied-technology sectors that may be relevant to North American markets, which may include energy and offshore technology, maritime and ocean industries, aquaculture, carbon capture, health sciences, medical technology, and other applied industrial and digital technologies. By way of illustration and not limitation, the types of institutions whose research we may consider include the University of Oslo, Oslo University Hospital and its associated technology-transfer organization, SINTEF, the Norwegian University of Science and Technology, and the University of Bergen, among others.\n\n \n\nWe have not entered into any licensing agreements or formal arrangements with any of these institutions or any other Norwegian research organization, have not identified any specific technology or intellectual property rights under contract, and do not have proprietary or exclusive access to any technology pipeline.\n\n \n\nWe are in an early stage of development, we have not entered into any licensing agreements or formal arrangements with any university, research institution, or technology transfer organization to date, and there can be no assurance that suitable technologies will be identified, licensed, developed, or successfully commercialized.\n\n \n\nOn July 29, 2024, Mr. Douglas Barton resigned as a director of the Company.\n\n \n\n**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**\n\n \n\nBasis of Presentation\n\n \n\nThe accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for financial information. Accordingly, they include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The consolidated financial statements include all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary in order to make the financial statements not misleading. The consolidated balance sheets as of March 31, 2026 and 2025, were derived from the Company’s consolidated financial statements at that date.\n\n \n\nBasis of Consolidation\n\n \n\nThe Company’s consolidated financial statements include the accounts of Groove Botanicals, Inc., and its two 100% controlled non-operating subsidiaries formed in Wyoming, Biotrex, Inc., and Maxidyne, Inc. Intercompany accounts and transactions have been eliminated in consolidation.\n\n \n\n \n\n28\n\n*Table of Contents*\n\n \n\n**GROOVE BOTANICALS, INC.**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR THE YEARS ENDED MARCH 31, 2026, AND 2025**\n\n \n\n**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\n \n\nUse of Estimates\n\n \n\nThe preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Specifically, such estimates were made by the Company for the valuation of derivative liability, stock compensation and beneficial conversion feature expenses. Actual results could differ from those estimates.\n\n \n\nReclassifications\n\n \n\nCertain prior-year amounts have been reclassified to conform to the current-year presentation. These reclassifications had no effect on previously reported net loss, total stockholders’ equity, or accumulated deficit.\n\n \n\nFinancial Instruments\n\n \n\nThe Company’s financial instruments primarily consist of cash and cash equivalents, accounts payable and accrued liabilities, related party payables, dividends payable and other debt. The carrying values of the Company’s financial instruments approximate fair value. FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) establishes a framework for all fair value measurements and expands disclosures related to fair value measurement and developments. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires that assets and liabilities measured at fair value are classified and disclosed in one of the following three categories: Level 1—Quoted market prices for identical assets or liabilities in active markets or observable inputs; Level 2—Significant other observable inputs that can be corroborated by observable market data; and Level 3—Significant unobservable inputs that cannot be corroborated by observable market data. The Company believes that the carrying amounts of cash and cash equivalents, accounts payable, related party payables, accrued dividends and debt approximate fair value based on either their short-term nature or on terms currently available to the Company in financial markets.\n\n \n\nNet Loss Per Share\n\n \n\nThe Company computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As the Company has continued to report operating losses for the periods covered by this report, the impact of potentially dilutive securities would be anti-dilutive and therefore is not presented.\n\n \n\nIncome Taxes\n\n \n\nThe Company is taxed as a C corporation for income tax purposes. The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized.\n\n \n\n \n\n29\n\n*Table of Contents*\n\n \n\n**GROOVE BOTANICALS, INC.**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR THE YEARS ENDED MARCH 31, 2026, AND 2025**\n\n \n\n**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**\n\n \n\nIncome Taxes (Cont’d)\n\n \n\n \n\nThe Company records interest, net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax expense. The Company records tax positions taken or expected to be taken in a tax return based upon the amount that is more likely than not to be realized or paid, including in connection with the resolution of any related appeals or other legal processes. Accordingly, the Company recognizes liabilities for certain unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority. The Company recognizes interest and/or penalties related to unrecognized tax benefits as a component of income tax expense.\n\n \n\n**Recent Accounting Standard Adopted**:\n\n \n\nIn November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual and interim financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended March 31, 2025, retrospectively to all periods presented in the financial statements. The adoption of this ASU had no impact on reportable segments identified and had no effect on the Company’s financial position, results of operations, or cash flows.\n\n \n\nIn December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09 – Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The standard is effective for public companies for annual periods beginning after December 15, 2024. Early adoption is available. The Company adopted ASU 2023-09 for the year beginning April 1, 2025. The adoption of this ASU had no impact on the Company’s financial position, results of operations, or cash flows.\n\n \n\n**Recent Accounting Standards Not Yet Adopted:**\n\n \n\nIn November 2024, the FASB issued ASU 2024-03, – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This ASU requires disclosures about specific types of expenses included in the expense captions presented on the face of the statement of operations as well as disclosures about selling expenses. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company will evaluate the full extent of the adoption of ASU 2024-03 but believes it will not have a material impact on its consolidated financial statements and disclosures.\n\n \n\n**NOTE 3 – GOING CONCERN**\n\n \n\nThe accompanying consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the consolidated financial statements, the Company has incurred recurring net losses since its inception and has raised limited capital. The Company had a net loss of $139,917 and $130,834 for the years ended March 31, 2026, and March 31, 2025, respectively. The Company’s accumulated deficit was $35,554,968 and $35,196,581 as of March 31, 2026, and March 31, 2025, respectively. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company is taking certain steps to provide the necessary capital to continue its operations. These steps include but are not limited to: 1) focus on our new business model and 2) raising equity or debt financing. Our auditors express substantial doubt about our ability to continue as a going concern.\n\n \n\n \n\n30\n\n*Table of Contents*\n\n \n\n**GROOVE BOTANICALS, INC.**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR THE YEARS ENDED MARCH 31, 2026, AND 2025**\n\n \n\n**NOTE 4 – CASH**\n\n \n\nThe Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of March 31, 2026, the Company’s cash consisted of non-restricted cash.\n\n \n\n**NOTE 5 – RELATED PARTY TRANSACTIONS**\n\n \n\nThe Company had related party payables of $747,961 and $608,833 as of March 31, 2026, and March 31, 2025, respectively. These amounts consist of funds contributed by the management for the purpose of providing financing during periods of low or negative cashflow in order to cover essential costs of continuing operations, as well as funds payable to management as compensation. On an annual basis the Company accrues $48,000 of wages payable to its CEO, Kent Rodriguez, under the terms of a four-year employment agreement entered into April 1, 2020, which designates monthly payments due Mr. Rodriguez in the amount of $4,000. On July 30, 2024, the Company and Mr. Kent Rodriguez agreed to extend the term of this Employment Contract, which expired on March 31, 2024, for a further two-year term to March 31, 2026, retroactive to April 1, 2024, on the same terms and conditions.\n\n \n\nDuring each of the fiscal years ended March 31, 2026 and 2025, the Company accrued $40,000 in preferred dividends from the Series A preferred shares to Mr. Kent Rodriguez, the sole shareholder of the Series A Preferred shares. Upon conversion the number of shares of common stock to be exchanged for the Series A Preferred shares shall equal 51% of the then fully diluted issued and outstanding common stock at the time of conversion. Further the Company accrued dividends of $33,195 in each of the fiscal years ended March 31, 2026, and 2025 with respect to 18.6% of the Series B Preferred shares controlled by Kent Rodriguez.\n\n \n\n**NOTE 6 – PREFERRED STOCK**\n\n \n\nThe Company is authorized to issue 1,000,000 shares of Preferred Stock. We have authorized 100 shares of Series A Preferred Stock and 2,000 shares of Series B Preferred Stock, respectively, both with a par value of $0.10. As of March 31, 2026 and March 31, 2025, there were 100 and 1,983 shares issued and outstanding for Series A Preferred Stock and Series B Preferred Stock, respectively.\n\n \n\nSeries A Preferred Stock holds designations of cash dividends at the rate of 8% of the amount per share of Series A Preferred Stock per annum in the form of “Preferred Dividends”, voting rights on an as-converted to Common Stock basis, liquidation preferences, and conversion rights in which each share of Series A Preferred Stock shall, upon conversion, represent 0.51% of the then “Fully-Diluted Shares Outstanding” of the Company. On January 12, 2018, our Board of Directors agreed to amend Designation of the Series A Convertible Preferred Stock be amended by changing the ratio for conversion, in Article IV, subparagraph (a), from 0.4% to 0.51% so that upon conversion the number of shares of common stock to be exchanged shall equal 51% of the then issued and outstanding common stock. In addition, on January 12, 2018, the Company and the Series A Holder agreed to forgive all accrued interest to date on Series A, and to pause any accruals until April 1, 2023. The Series A Convertible Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the stock plus any unpaid dividends. Currently the value of the liquidation preference is $500,000, the amount of debt that the related party converted into the preferred stock. If this Preferred Stock were to be redeemed by the holder, it would result in an aggregate of the $500,000 liquidation preference, on a per share basis, this would equal $5,000 per share. The Company and Series A Preferred Holder agreed to forgive all accrued interest and arrearages in preferred share dividends of Series A Preferred Stock through March 31, 2023. Dividends began to accrue on the Series A Preferred Stock as of April 1, 2023. During the years ended March 31, 2026 and 2025, the holder of the Series A preferred shares, Mr. Kent Rodriguez, CEO, accrued $40,000 and $40,000 respectively in preferred dividends from the Series A preferred shares. A total of $120,000 and $80,000 in accrued dividends with respect to the Series A preferred shares held by Mr. Rodriquez was outstanding at March 31, 2026, and March 31, 2025, respectively.\n\n \n\n \n\n31\n\n*Table of Contents*\n\n \n\n**GROOVE BOTANICALS, INC.**\n\n**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**\n\n**FOR THE YEARS ENDED MARCH 31, 2026, AND 2025**\n\n \n\n**NOTE 6 – PREFERRED STOCK (continued)**\n\n \n\n \n\nSeries B Preferred Stock holds designations of being ranked junior to the Series A Preferred Stock, cash dividends at the rate of 9% of the amount per share of Series B Preferred Stock per annum in the form of “Preferred Dividends”, a dividend received deduction for federal income tax purposes, liquidation preferences ranked junior to the Series A Preferred Stock, redemption of the Series B Preferred Stock by the Company at 105% of the Stated Value, plus accrued and unpaid Dividends, if prior to the two year anniversary of the Issuance Date, or at 100% of the State Value, plus accrued and unpaid Dividends, if on or after the two year anniversary of the Issuance Date, no voting rights, and right to notice of certain corporate actions. All accrued dividends on the Series B were settled through March 31, 2023, and none remained outstanding at March 31, 2023. Dividends began to accrue on the Series B Preferred Stock as of April 1, 2023. During the years ended March 31, 2026 and 2025, the holders of the Series B preferred shares accrued $178,470 in preferred dividends from the Series B preferred shares. A total of $535,410 and $356,940 in Preferred B dividends was outstanding at March 31, 2026 and March 31, 2025, respectively, including dividends accrued for the benefit of Mr. Kent Rodriguez, CEO, of $33,195 for each respective year ended March 31, 2026 and 2025. Mr. Rodriguez holds 18.6% of the Series B preferred shares.\n\n \n\nA summary of accrued dividends payable with respect to the Series A and B Preferred shares on the Company’s balance sheets are set out below. Dividends accrued for the benefit of the Company’s CEO are included in Dividends payable, related party:\n\n \n\nSchedule of dividends payable, related party\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n**March 31,**\n\n**2026**\n\n**$**\n\n \n\n \n\n**March 31,**\n\n**2025**\n\n**$**\n\n \n\nDividends payable\n\n \n\n \n435,825\n \n\n \n\n \n290,550\n \n\nDividends payable, related party\n\n \n\n \n219,585\n \n\n \n\n \n146,390\n \n\n \n\n**NOTE 7 – COMMON STOCK**\n\n \n\nThe Company is authorized to issue 200,000,000 shares of Common Stock, with a par value of $0.001.\n\n \n\nThe Company did not issue any shares of common stock during the years ended March 31, 2026 or 2025, and had 59,643,062 shares of common stock issued and outstanding as of March 31, 2026, and March 31, 2025, respectively.\n\n \n\n**NOTE 8 – COMMITMENTS AND CONTINGENCIES**\n\n \n\nAs of March 31, 2026, the Company has a month-to-month verbal lease agreement with the landlord, in which the Company pays $1,200 on a monthly basis.\n\n \n\n**NOTE 9 – SUBSEQUENT EVENTS**\n\n \n\nManagement has evaluated subsequent events pursuant to the requirements of ASC Topic 855 and has determined that no material subsequent events exist through the date of this filing.\n\n \n\n \n\n32\n\n*Table of Contents*\n\n \n\n(2) Financial Statement Schedules.\n\n \n\nSchedules required by this item have been omitted since they are either not required or not applicable or because the information required is included in the consolidated financial statements included elsewhere herein or the notes thereto.\n\n \n\n(3) Exhibits.\n\n \n\nThe following exhibits are filed with this Annual Report on Form 10-K or are incorporated herein by reference, as indicated.\n\n \n\n \n\n33\n\n*Table of Contents*\n\n \n\n**Exhibit Number**\n\n \n\n**Exhibit Description**\n\n \n\n \n\n \n\n[3.1(a)](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex3-1a.htm)\n\n \n\n[Articles of Incorporation*](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex3-1a.htm)\n\n[3.1(b)](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex3-1b.htm)\n\n \n\n[Articles of Merger*](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex3-1b.htm)\n\n[3.1(c)](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex3-1c.htm)\n\n \n\n[Agreement and Plan of Merger*](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex3-1c.htm)\n\n[3.1(d)](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex3-1d.htm)\n\n \n\n[Amended Articles of Incorporation*](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex3-1d.htm)\n\n[3.1(e)](http://www.sec.gov/Archives/edgar/data/918573/000117152023000339/ex3-1e.htm)\n\n \n\n[Amended and Restated Certificate of Incorporation of the Registrant*](http://www.sec.gov/Archives/edgar/data/918573/000117152023000339/ex3-1e.htm)\n\n[3.2](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex3-2.htm)\n\n \n\n[Bylaws of the Registrant*](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex3-2.htm)\n\n[4.1(a)](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex4-1a.htm)\n\n \n\n[Certificate of Designation of Series and Determination of Rights and Preferences of Series A Convertible Preferred Stock*](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex4-1a.htm)\n\n[4.1(b)](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex4-1b.htm)\n\n \n\n[Certificate of Designation*](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex4-1b.htm)\n\n[4.1(c)](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex4-1c.htm)\n\n \n\n[Amendment to Certificate of Designation After Issuance of Class or Series dated 3/14/2014*](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex4-1c.htm)\n\n[4.1(d)](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex4-1d.htm)\n\n \n\n[Amendment to Certificate of Designation After Issuance of Class or Series dated 01/12/2018*](http://www.sec.gov/Archives/edgar/data/918573/000117152023000247/ex4-1d.htm)\n\n[10.1](http://www.sec.gov/Archives/edgar/data/918573/000117152023000339/ex10-1.htm)\n\n \n\n[Convertible Promissory Note Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated March 5, 2021*](http://www.sec.gov/Archives/edgar/data/918573/000117152023000339/ex10-1.htm)\n\n[10.2](http://www.sec.gov/Archives/edgar/data/918573/000117152023000339/ex10-2.htm)\n\n \n\n[Convertible Redeemable Note Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated March 7, 2022 *](http://www.sec.gov/Archives/edgar/data/918573/000117152023000339/ex10-2.htm)\n\n[10.3](http://www.sec.gov/Archives/edgar/data/918573/000117152023000339/ex10-3.htm)\n\n \n\n[Letter Agreement Between Groove Botanicals, Inc. and Robert L. Hymers, III Dated July 18, 2022 *](http://www.sec.gov/Archives/edgar/data/918573/000117152023000339/ex10-3.htm)\n\n[10.4](http://www.sec.gov/Archives/edgar/data/918573/000117152024000276/ex10-1.htm)\n\n \n\n[Letter Agreement between Groove Botanicals, Inc. and Kent Rodriguez, CEO*](http://www.sec.gov/Archives/edgar/data/918573/000117152024000276/ex10-1.htm)\n\n[21.1](http://www.sec.gov/Archives/edgar/data/918573/000117152025000278/ex21-1.htm)\n\n \n\n[List of Subsidiaries*](http://www.sec.gov/Archives/edgar/data/918573/000117152025000278/ex21-1.htm)\n\n[31](grve_ex311.htm)\n\n \n\n[Certification of the Chief Executive and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](grve_ex311.htm)\n\n[32](grve_ex321.htm)\n\n \n\n[Certification of the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)](grve_ex321.htm)\n\n \n\n101\n\n \n\nThe following financial statements from the Company’s Annual Report on Form 10-K for the year ended March 31, 2026, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Stockholders’ Equity (Deficit), (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.\n\n101.INS\n\n \n\nINLINE XBRL INSTANCE DOCUMENT (THE INSTANCE DOCUMENT DOES NOT APPEAR IN THE INTERACTIVE DATA FILE BECAUSE ITS XBRL TAGS ARE EMBEDDED WITHIN THE INLINE XBRL DOCUMENT)\n\n101.SCH\n\n \n\nINLINE XBRL TAXONOMY EXTENSION SCHEMA\n\n101.CAL\n\n \n\nINLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE\n\n101.DEF\n\n \n\nINLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE\n\n101.LAB\n\n \n\nINLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE\n\n101.PRE\n\n \n\nINLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE\n\n104\n\n \n\nCOVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101)\n\n________________\n\n* Incorporated by reference to a previously filed exhibit or report."}