What changed in this filing

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Item 9A. Controls and Procedures

2024-08-15 compared with 2019-01-11 · 967 added, 1208 removed, 38 unchanged (98% of the section changed)

Controls and Procedures.

Management’s

Annual Report on Internal Control over Financing Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule

13a-15(f) under the Securities Exchange Act of 1934).

Management has assessed the effectiveness of our internal control over financial

reporting under COSO Framework 2013 as of March 31, 2017 based on criteria established in Internal Control-Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As a result of this assessment, management concluded

that, as of March 31, 2017, our internal control over financial reporting was not effective.

The material weaknesses identified

related to (i) lack of segregation of duties due to a lack of accounting staff;

(ii) a lack of sufficient documented financial

closing policies and procedures;

and (iii) a lack of independent directors and an audit committee.

plan to take steps to enhance and improve the design of our internal control over financial reporting.

During the period covered

by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above.

such weaknesses, we hope to implement the following changes during our fiscal year ending March

(i) appoint additional qualified personnel to address inadequate segregation of

duties and ineffective risk management;

(ii) adopt sufficient written policies and procedures for accounting and financial reporting,

and (iii) strengthen our financial team by employing more qualified accountant(s) conversant with US GAAP to enhance the quality

of our financial reporting function.

The remediation efforts set out in (i), (ii) and (iii) are largely dependent upon our securing

additional financing to cover the costs of implementing the changes required.

If we are unsuccessful in securing such funds, remediation

efforts may be adversely affected in a material manner.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over

financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection

in Internal Controls over Financial Reporting

regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve

controls and increase efficiency, while ensuring that we maintain an effective internal control environment.

Changes may include

such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

the last fiscal quarter’

assessment, we noted the material weaknesses as stated above.

does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial

reporting will prevent or detect all error and fraud.

Any control system, no matter how well designed and operated, is based upon

certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.

Further, no evaluation

of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues

and instances of fraud, if any, within the Company have been detected.

The Company’s disclosure controls and procedures

are designed to provide reasonable assurance of achieving their objectives and the Company’s Chief Executive Officer (who

is also our Chief Financial Officer) has concluded that the Company’s disclosure controls and procedures are effective at

that reasonable assurance level.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act) are controls and other procedures that are designed to ensure that information required to be disclosed

by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the rules and forms of the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures designed

to ensure that information required to be disclosed in the reports that we file under the Exchange Act is accumulated and communicated

to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions

regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls

and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Due to the inherent limitations of control systems, not all misstatements may be detected.

These inherent limitations include the realities

that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake.

Additionally, controls

can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

Controls and procedures can only provide reasonable, not absolute, assurance that the above objectives have been met.

As of March 31, 2024, we carried out an evaluation, with the

participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of

our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on that evaluation,

our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective,

as of March 31, 2024.

Management’s Report on Internal Control Over Financial

Our management is responsible for establishing and maintaining

adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

the supervision and with the participation of our management, including our principal executive officer [and principal financial officer],

we conducted an evaluation of the effectiveness, as of March 31, 2024, of our internal control over financial reporting based on the framework

in 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

on our evaluation under this framework, our management concluded that our internal control over financial reporting was not effective

as of March 31, 2024 due to material weaknesses in our internal control over financial reporting described below.

Our internal controls are not effective for the following

(i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only one person,

the Company’s principal executive officer and principal financial officer and, (ii) the Company does not have an audit committee

with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

In order to mitigate the foregoing material weaknesses, we

have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with

GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity

We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

We would need to hire additional staff to provide greater

segregation of duties.

Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties.

Management will

continue to reassess this matter to determine whether improvement in segregation of duty is feasible.

In addition, we would need to expand

our board to include independent members.

Going forward, we intend to evaluate our processes and procedures

and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.

This Annual Report does not include an attestation report

of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject

to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large

accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal Control over Financial Reporting

There was no change in our system of internal control over

financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the quarter ended March 31, 2024 that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers are shown below:

Executive Officer, President, Secretary, and Principal Financial Officer

Director is serving a term of office, which will continue until the next annual meeting of shareholders and until the election

and qualification of his respective successor.

Rodriguez joined the Company as Chief Executive Officer, Secretary, and Principal Financial Officer in May 2009.

Since 1995, he

has been the Managing Partner of Weyer Capital Partners, a Minneapolis-based venture capital corporation.

From 1985 to 1995, he

was employed by the First National Bank of Elmore, Elmore, Minnesota, in various capacities.

The following table sets forth the

name, age and position of each of our executive officers and directors as of the date of this report:

Kent Rodriguez

Director, President, Treasurer, Secretary

Background of Executive Officers and Directors

Our directors are elected for a term of one year and serve until such director’s

successor is duly elected and qualified.

Each executive officer serves at the pleasure of the Board.

Kent Rodriguez

Rodriguez joined the Company as Chief Executive Officer,

Secretary, and Principal Financial Officer in May 2009.

Since 1995, he has been the Managing Partner of Weyer Capital Partners, a Minneapolis-based

venture capital corporation.

He has a B.A.

degree in Geology from

Carleton College, and an Executive MBA from the Harvard Business School.

Allison joined the Company as a Director in May 2009.

She has over 20 years of diversified management experience in business development

and technology commercialization.

Prior to joining Avalon, Ms.

Allison managed a technology strategy consulting practice with

focus in the market convergence of physical and IT security industries.

Her venture development background includes market leadership

positions with Monsanto, Iridian Technologies, Pinkertons and Cylink Corporation.

She holds a B.A.

in Economics from Gustavus

Adolphus College;

a Master's in International Management (MIM) in Marketing from the American Graduate School of International

Management (Thunderbird), Glendale, AZ;

and an MBA in Strategic and Entrepreneurial Management from the Wharton School of the

University of Pennsylvania, where she focused on strategic alliances and management of technology.

Barton has served as a Director of the Company since May 2009.

From 1987 to the present, he has been the President and sole owner

of Venture Communications, Inc., a private promotion, development, and marketing consulting firm.

He has a B.S.

degree in Economics/History

from the University of Minnesota.

Häusler has served as a Director of the Company since August 2010.

He is a Political and Business Consultant,

is Chairman of the Board and Managing Director of all companies of the L’Avenir Group.

He also serves as Chairman

of the Board of Bowl Construction AG , Member of the Board of ProgressNow!invest AG , a SIX-listed private

equity investment company, and is a member of the Board of Directors of ThaiSwiss SME-Industrial Center Ltd ., Pranburi,

Thailand, and of Sempre-Automaten AG and Theracon AG in Switzerland.

His background includes

Assistant to the Managerial Committee and Head of several departments for Bank Sogenal.

He also served as a member

of the military-diplomatic Swiss delegation to the Neutral Nations Supervisory Commission (NNSC) in Korea, as liaison officer

to the UN High Command and the Government of South Korea.

Häusler has a Master’s degree in history,

political science and constitutional law from the University of Zurich/Switzerland.

From 1995 –

1999 he was also a

guest lecturer at the Chulalongkorn University in Bangkok (Thailand).

He has published two books and numerous articles on political

psychology, economy and stock markets.

Häusler is an experienced equity investment professional with a wide

range of public company and private equity expertise in international markets for commodities, mineral exploration, biotechnology,

and software.

Company's Directors will serve in such capacity until the next annual meeting of the Company's shareholders and until their successors

have been elected and qualified.

There are no family relationships among the Company's officers and directors, nor are there any

arrangements or understanding between any of the directors or officers of the Company or any other person pursuant to which any

officer or director was or is to be selected as an officer or director.

The Directors took action two (2) times by written consent

during the fiscal year ended March 31, 2017.

2009, the Board of Directors established a Compensation Committee.

It is currently comprised of Messrs.

Barton and Häusler.

The Compensation Committee held one (1) meeting in fiscal 2017.

May 2009, the Board of Directors established an Audit Committee.

It is currently comprised of Messrs.

Barton and Häusler.

The Audit Committee held one (1) meeting in fiscal 2017.

have adopted a Code of Ethics which is designed to ensure that our directors and officers meet the highest standards of ethical

The Code of Ethics requires that our directors and officers comply with all laws and other legal requirements, conduct

business in an honest and ethical manner and otherwise act with integrity and in our best interest.

in Legal Proceedings

are not aware that any of our officers and directors were, or have been involved in any material legal proceedings which would

have any effect upon the Company.

with Section 16(a) of the Securities Exchange Act of 1934

16(a) of the Securities Exchange Act of 1934 (the "34 Act") requires our officers and directors and persons owning more

than ten (10%) percent of our Common Stock to file initial reports of ownership and changes in ownership with the Securities and

Exchange Commission ("SEC").

Additionally, Item 405 of Regulation S-B under the 34 Act requires us to identify in our

Form 10-K and proxy statement those individuals for whom one of the above referenced reports was not filed on a timely basis during

the most recent fiscal year or prior fiscal years.

Given these requirements, we have the following report to make under this section.

None of our officers or directors, and all persons owning more than ten percent of its shares have filed the subject reports,

if required, on a timely basis during the past fiscal year.

degree in Geology from Carleton College, and an Executive MBA from the Harvard Business School.

Rodriguez is the related party who has provided funds to the Company, which are owed back to him and can be found within the Balance

Sheets and footnotes referenced throughout this filing as related party payables.

Family Relationships

There are no family relationships among any of our executive

officers or directors.

Board Composition

Our business and affairs are managed

under the direction of our board of directors, which presently consists of one member.

Our current director will continue to serve as

a director until his resignation, removal or successor is duly elected.

Our certificate of incorporation

and our bylaws permit our board of directors to establish the authorized number of directors from time to time by resolution.

Each director

serves until the expiration of the term for which such director was elected or appointed, or until such director’s earlier death,

resignation or removal.

Involvement in Certain Legal Proceedings

As of the filing of this Annual Report

on Form 10-K, there are no legal proceedings, and during the past ten years there have been no legal proceedings, that are material to

an evaluation of the ability or integrity of any of our directors, director nominees or executive officers.

Committees of Our Board of Directors

Our board of directors has not established

any committees.

We are not a “listed company” under SEC rules

and are therefore not required to have an audit committee comprised of independent directors.

We do not currently have a “financial expert”

within the meaning of the rules and regulations of the SEC.

The Company has no nominating or compensation committees at

The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation.

Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes.

is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation,

nominations, and audit issues that may affect management decisions.

We are not aware of any other conflicts of interest with any of our

executive officers or directors.

Code of Business Conduct and Ethics

The Company has not as yet adopted

a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller,

or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small size and limited resources and

because management’s attention has been focused on matters pertaining to raising capital and the operation of the business.

Risk and Compensation Policies

The Company does not have any risk

and compensation policies .

Compliance with Section 16(a)

of the Exchange Act

Section 16(a) of the Exchange Act

requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities,

to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities.

Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section

16(a) forms they file.

To our knowledge, each of Kent Rodriguez

and Douglas Barton are delinquent in filing a Form 3 report.

Barton resigned from the Company’s board of directors as of July

Executive Compensation.

following table sets forth information concerning the compensation for services in all capacities rendered to us for the year

ended March 31, 2017, of our Chief Executive Officer and our other executive officers.

We did not have any corporate

officers whose annual compensation exceeded $100,000 in the fiscal year ended March 31, 2017.

COMPENSATION TABLE

$ 88,000 (2)(1)

On an annual basis the company accrues $48,000 of wages payable,

$4,000 monthly, to its CEO Kent Rodriguez.

On April 1, 2020, the Company entered into an employment agreement with its CEO which designates

monthly payments due to CEO Kent Rodriguez in the amount of $4,000 each month.

This agreement shall continue for four years until March

31, 2024 and was renewed for a further term on expiry.

The following table illustrates compensation accrued to the

executive team during the fiscal years ended March 31, 2024 and 2023:

Name and Principal Position

Nonequity incentive plan compensation ($)

Nonqualified deferred compensation earnings ($)

All other compensation ($)

Kent Rodriguez, CEO*

Fiscal Year ended March 31, 2024

Kent Rodriguez, CEO*

Fiscal Year ended March 31, 2023

*Total compensation accrued for Kent Rodriguez during each fiscal year is $48,000

total, which includes his compensation as CEO as well as Director.

Outstanding Equity Awards at Fiscal

As of March 31, 2024, there were no outstanding equity

Director Compensation

No compensation was paid to our directors

for services rendered during the years ended March 31, 2024, and 2023.

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

The following table lists, as of March 31, 2024, the number

of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities

Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each of our

Named Executive Officers and (iii) all officers and directors as a group.

Information relating to beneficial ownership of common stock

by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership”

concepts under the rules of the SEC.

Under these rules, a person is deemed to be a beneficial owner of a security if that person directly

or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power,

which includes the power to dispose or direct the disposition of the security.

The person is also deemed to be a beneficial owner of any

security of which that person has a right to acquire beneficial ownership within 60 days.

Under the SEC rules, more than one person may

be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which

he or she may not have any pecuniary interest.

Except as noted below, each person has sole voting and investment power with respect to

the shares beneficially owned and each stockholder’s address is c/o Groove Botanicals Inc., 310

Fourth Avenue South, Suite 700, Minneapolis, MN

The following table sets forth,

as of March 31, 2024, information regarding beneficial ownership of our capital stock by:

● each person, or group of affiliated persons, known by us

to beneficially own more than 5% of our common stock;

● each of our directors;

● each of our named executive officers;

● all of our current executive officers, and directors as a

In the table below, percentage ownership

is based on 59,643,062 shares of our Common Stock issued and outstanding as of March 31, 2024.

Unless otherwise indicated, we believe

that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.

Name of Beneficial

5% or Greater Stockholders

Directors and Named Executive Officers

Kent Rodriguez, President, Secretary, Treasurer and Director

62,081,840 (1)

Douglas Barton, Director (3)

All directors, directors nominees and executive officers as a group (2 persons):

62,842,507 (1)

Rodriguez owns the 100 shares of Preferred Stock outstanding.

These shares pay an 8% dividend.

Rodriguez $1,000 in 2017 and $35,500 in 2016.

The balance due Mr.

Rodriguez as of March 31, 2017 is $76,450.

Rodriguez was under an employment agreement dated April 1, 2015 that expires on March 31, 2019, pursuant to which

he was compensated at an annual rate of $48,000.

The Company extended the agreement for another year.

During the fiscal

year ended March 31, 2017, we paid Mr.

Rodriguez $35,700, and accrued $49,800.

During the fiscal year ended March

31, 2016, we paid Mr.

Rodriguez $50,457 and accrued $49,202, The balance due Mr.

Rodriguez as of March 31, 2017 is $219,562.

Equity Awards at Fiscal Year-End as of March 31, 2017

of Securities Underlying Unexercised Options

Unexercisable

Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

Exercise Price

Expiration Date

of Shares or Units of Stock That Have Not Vested

Value of Shares or Units of Stock That Have Not Vested

Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not

Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights

That Have Not Vested

Kent Rodriguez

Douglas Barton

Rene Häusler

Company has an employment agreement with its President.

The employment agreement provides for salaries and benefits.

addition to salary and benefits provisions, the agreement includes defined commitments should the employer terminate the employee

with or without cause.

Rodriguez was under an employment agreement dated April 1, 2015 that expires on March 31, 2019, pursuant to which he

was compensated at an annual rate of $48,000.

We extended this agreement for another year.

During the fiscal year

ended March 31, 2017, we paid Mr.

Rodriguez $35,700, and accrued $49,800.

During the fiscal year ended March 31, 2016,

Rodriguez $50,457, and accrued $49,202.

The balance due to Mr.

Rodriguez as of March 31, 2017 is $219,562.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding ownership of our Common Stock as of March 31, 2017 by (i) each person

known by us to be the beneficial owner of more than five (5%) percent of our outstanding Common Stock;

(ii) each director of our

and (iii) all executive officers and directors of our Company as a group.

As of March 31, 2017, we had a total of 18,198,062

common shares issued and outstanding.

of Beneficial Owner

of and Nature Beneficial ownership

of Outstanding Common stock

Kent Rodriguez (1)

310 Fourth Avenue South, Suite

Douglas Barton

310 Fourth Avenue South, Suite

Minneapolis, MN 55415

310 Fourth Avenue South, Suite

Minneapolis, MN 55415

Rene Häusler (2)

310 Fourth Avenue South, Suite

Minneapolis, MN 55415

IP Technology Exchange, Inc.

3802 Spectrum Blvd, Suite 128E

Tampa, FL 33612

Technology, Inc

Bowling Green Station

New York, NY 10274

12,132,041 shares of Common Stock issuable upon the conversion of 100 shares of Series A Preferred Stock.

46,501 shares owned by L’Avenir Finanz an affiliate of Mr.

shares were cancelled in March 2018.

(1) This amount includes a total of 62,077,473 common shares issuable upon conversion of 100 shares of Series A Convertible Preferred

Stock and 4,367 shares of common stock issued and outstanding;

(2) Fully diluted shares outstanding for purposes of calculation totals 121,720,535, including 62,077,473 common shares issuable to Kent

Rodriguez upon conversion of 100 shares of Series A Convertible Preferred Stock

Barton resigned from the Company’s board of directors as of July 29,

Securities Authorized for Issuance

under Equity Compensation Plans

Certain Relationships and Related Transactions, and Director Independence.

100 shares of Series A Preferred Stock, issued to an officer/director as payment for $500,000 in promissory notes, are convertible

into the number of shares of common stock sufficient to represent 40 percent (40%) of the fully diluted shares outstanding after

their issuance.

The Series A Preferred Stock pays an eight percent (8%) dividend.

The dividends are cumulative and payable quarterly.

The Series A Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the

stock plus any unpaid dividends.

The Series A Preferred Stock provides for voting rights on an "as converted to common stock"

holders of the Series A Preferred Stock have the right to convert each share of preferred stock into a sufficient number of shares

of common stock to equal 40% of the then fully-diluted shares outstanding.

Fully diluted shares outstanding is computed as the

sum of the number of shares of common stock outstanding plus the number of shares of common stock issuable upon exercise, conversion

or exchange of outstanding options, and warrants.

In the event that the Company does not have an adequate number of shares of

Common Stock authorized, upon a conversion request, only the maximum allowable number of shares of Series A preferred stock shall

convert into Common Stock and the remaining shares of Series A preferred Stock shall convert upon lapse of the applicable restrictions.

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 .4% to .51% so that upon conversion the number of shares

of common stock to be exchanged shall equal 51% of then issued and outstanding common stock.

the twelve months ended March 31, 2017 and 2016, the Company incurred $40,000 respectively in Series A preferred stock dividends,

and paid $1,000 and $35,500 for the twelve months ended March 31, 2017 and 2016 respectively.

As of March 31, 2017 and 2016, the

accrued balance due Mr.

Rodriguez was $76,450 and $37,450 respectively.

The liquidation preference as of March 31, 2017 and March

31, 2016 was $576,450 or $5,764.50 per share and $537,450 or $5,374.50 per share.

Rodriguez was under an employment agreement dated April 1, 2015 that expires on March 31, 2019, pursuant to which he

was compensated at an annual rate of $48,000.

During the fiscal year ended March 31, 2017, we paid Mr.

$35,700, and accrued $49,800.

During the fiscal year ending March 31, 2016, we paid Mr.

Rodriguez $50,457, and

accrued $49,202.

The balance due Mr.

Rodriguez as of March 31, 2017 is $219,562.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

audit fees for the years ended March 31, 2017 and 2016 were as follows:

tax return fees for the years ended March 31, 2017 and 2016 were as follows:

Policies and Procedures for Related Person Transactions

We do not currently have a formal,

written policy or procedure for the review and approval of related party transactions.

However, all related party transactions are currently

reviewed, and as may be necessary, approved by our Board of Directors.

Director Independence

During fiscal 2024 and 2023 we had

one independent director, Douglas Barton.

Barton resigned from the Company’s board of directors as of July 29, 2024.

Related Transactions

The Company had a related party payable of $453,057

and $301,100 outstanding as of March 31, 2024, and March 31, 2023, 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.

Rodriguez under the terms of an employment agreement with its CEO entered into April 1, 2020, which designates monthly payments due to

CEO Kent Rodriguez in the amount of $4,000.

This agreement continued through March 31, 2024, and was subsequently renewed.

These payables

accrue no interest and have no maturity date.

On June 3, 2022, the Company received a loan from the Company’s

CEO in the amount of $125,000.

These funds were wired to the Company in order to reach a settlement of the debts described in Note 6

of the financial statements appended hereto.

During the fiscal year ended March 31, 2024, the Company accrued

$40,000 in preferred dividends from the Series A preferred shares to Mr.

Kent Rodriguez, the holder of the Series A Preferred shares.

Upon conversion the number of shares of common stock to be exchanged shall equal 51% of the then fully diluted issued and outstanding

common stock.

Principal Accounting Fees and Services

Prior Audit Firm

On May 8, 2024, the Board of Directors of Groove Botanicals

(the “Company”) approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent

registered public accounting firm.

Current Audit Firm

On June 13, 2024, the

Board of Directors of Groove Botanicals Inc.

(the “Company”) approved the appointment of M.S.

Madhava Rao, Chartered

Accountant (“Rao”) as the Company's new independent registered public accounting firm, effective immediately, to perform

independent review and audit services for the fiscal years ending March 31, 2024 and 2023.

Fees Billed to the Company

in fiscal year 2024 and 2023

The following table sets forth the fees billed to us by current

Madhava Rao, for professional services rendered for the fiscal year ended March 31, 2024 and March 31, 2023, all of

which are incurred in the year ended March 31, 2024.

We have excluded from this table fees paid to our former auditor, BF Borgers CPA

PC (“Borgers”), as Borgers has received a permanent ban on appearing or practicing before the SEC and any reports formerly

issued by Borgers are no longer valid.

March 31, 2024

March 31, 2023

Audit fees (1)

Audit related fees (2)

All other fees

Audit Fees — Audit fees consist of fees billed for the audit of our annual financial statements and the review of the interim consolidated financial statements.

Audit-Related Fees — These consisted principally of the aggregate fees related to audits that are not included Audit Fees.

Tax Fees — Tax fees consist of aggregate fees for tax compliance and tax advice, including the review and preparation of our tax returns

Exhibits and Financial Statement Schedules.

Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to Registration Statement on Form SB-2, Registration No.

Bylaws (Incorporated by reference to Exhibit 3.2 to Registration Statement on Form SB-2, Registration No.

of Incorporation for the State of Nevada.

(Incorporated by reference to Exhibit 2.2 to Form 10-KSB filed February 2000) *

of Merger for the Colorado Corporation and the Nevada Corporation (Incorporated by reference to Exhibit 3.4 to Form 10-KSB

filed February 2000) *

of the Nevada Corporation (Incorporated by reference to Exhibit 3.5 to Form 10-KSB filed February 2000) *

of Common Stock (Incorporated by reference to Exhibit to Registration Statement on Form SB-2, Registration No.

Agreement between the Company and Kent Rodriguez dated April 1, 2011 *

Note between the Company and Peter Messerli dated January 6, 2011, in the amount of $200.000 *

Note between the Company and Maerki Baumann & Company AG dated January 11, 2011, in the amount of $250,000*

Note between the Company and Maerki Baumann & Company AG dated January 27, 2012, in the amount of $200,000*

of Designation Series B Preferred Stock*

of Designation AFS Series A Preferred Stock*

Note between the Company and Carebourn Capital, LLC dated January 29, 2018 in the amount of $230,000*

Certification

Incorporated by reference to a previously filed exhibit or report.

accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

Groove Botanicals,

January 11, 2019

/s/ Kent Rodriguez

Kent Rodriguez

Chief Executive Officer, President,

Secretary and Principal Financial Officer

to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of

the Company in the capacities and on the dates indicated.

Kent Rodriguez

Chief Executive Officer, President,

Secretary and Principal Financial Officer

Douglas Barton

Rene Häusler

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors

Botanicals Inc.

Opinion on the Financial

We have audited the accompanying

consolidated balance sheets of Groove Botanicals Inc.

(formerly known as Avalon Oil & Gas, Inc.) (the “Company”)

as of March 31, 2017 and 2016, the related consolidated statements of operations, changes in equity and cash flows for each of

the two years in the period ended March 31, 2017, 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, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended March

31, 2017, in conformity with accounting principles generally accepted in the United States of America.

(a) List of Financial Statements, Financial Statement Schedules

and Exhibits .

(1) Financial Statements .

The following financial statements of Groove Botanicals

are included in this Annual Report beginning on page F-1:

For the Years Ended March 31, 2024 and 2023

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

August 14, 2024

Audit Committee/Board of Director

Groove Botanicals, Inc.

310 Fourth Avenue South, Suite 7000

Minneapolis, MN 55415

Opinion on the financial statements

audited the accompanying balance sheets of Groove Botanicals, Inc.

(“the Company”) as of March 31, 2024 and 2023 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, 2024 and 2023, 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.

Going Concern

The accompanying consolidated

financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in

Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional

funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company's ability

to continue as a going concern.

The 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 $34,847,277 for the year ended March 31,

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 consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

The financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

Basis of Opinion

These financial statements are the responsibility of the Company’s

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.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audits 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 but not for the purpose of expressing an opinion on the

effectiveness of the Company's internal control over financial reporting.

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.

We 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.

Our 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.

/s/ Bernstein & Pinchuk LLP

Bernstein & Pinchuk LLP

We have served as the Company’s auditor since 2007.

New York, New York

January 11, 2019

Our 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

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.

Critical Audit Matters

Critical 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.

Related party transactions.

As discussed in Note 5 to the financial statement, the Company

has borrowed from related parties an amount $453,057 as of the date of March 31, 2024.

The procedure performed to address the matter included:

obtaining confirmation from related party.

We have served as the Company’s auditor since 2024.

Madhava Rao , Chartered Accountant

Bangalore, India

August 14, 2024

Groove Botanicals, Inc.

Consolidated Balance Sheets (Continued)

Consolidated Balance Sheets

Current Assets:

Cash and cash equivalents

Prepaid Expenses

Total Current Assets

Property and equipment, net

Unproven oil & gas properties

Producing oil & gas properties, net

Liabilities and Equity

LIABILITIES & STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts Payable and Accrued Liabilities

Accrued payroll - related parties

Dividends payable

Dividends payable - related parties

Accrued liabilities to joint interest

Notes payable - related party

Notes payable, net of discount

Interest Payable

Related Party Payable

Convertible Notes Payable

Dividend payable, related parties

Total Current Liabilities

Accrued asset retirement obligation (ARO) liability

Total Liabilities

Commitments and contingencies

Stockholders’ Equity

Preferred Stock, Series A, $ 0.10 par value, 100 shares authorized;

100 shares issued and outstanding stated at redemption value, as of March 31, 2017 and and March 31, 2016, respectively, liquidation preference of $576,450 And $537,450

100 shares issued and outstanding as of March 31, 2024, and March 31, 2023

Preferred Stock, Series B, $ 0.10 par value, 2,000 shares authorized;

1,983 and 1,983 shares issued and outstanding stated at redemption value as of March 31, 2017 and and March 31, 2016, respectively, liquidation preference of $2,326,526 and $1,983,000

Common stock, $.001 par value:

200,000,000 shares authorized 18,198,062 and 18,198,062 shares issued and outstanding at March 31, 2017 and March 31, 2016, respectively

1,983 shares issued and outstanding as of March 31, 2024, and March 31, 2023

Common Stock, $ 0.001 par value, 200,000,000 shares authorized;

59,643,062 and 57,643,062 shares issued and outstanding as of March 31, 2024 and March 31, 2023, respectively

Additional paid-in capital

2 unchanged sentences

( 34,426,718 )

Total stockholders' deficit

Non-controlling interest

Total deficit

Total Liabilities and Equity

The accompanying notes are an integral part of these financial statements.

Botanicals, Inc.

Statements of Operations

the year ended

operating expense, severance taxes

general and administrative expenses

Depreciation,

depletion and amortization

operating expenses

income (expense):

on settlement of debt

miscellaneous income

Total stockholder’s equity

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

The accompanying notes are an integral part of these consolidated

financial statements.

Groove Botanicals, Inc.

Consolidated Statements of Operations

For the Years Ended

Selling, General and Administrative Expenses

Legal and Professional Expenses

Consulting Expense

Total operating expenses

Operating loss

Other Income (Expense)

before income tax

for income taxes

net loss attributable to noncontrolling interests

loss attributable to the Company

Amortization of Debt Discount

Change in Derivative Liability

Gain on Settlement of Debt

Interest Income (Expense)

Miscellaneous Other Income (Expense)

Total Other Income (Expense)

$ ( 202,089 )

stock dividends

loss attributable to common shareholders

$ ( 120,726 )

loss per share - basic & diluted

average shares outstanding - basic & diluted

accompanying notes are an integral part of these financial statements.

Botanicals, Inc.

Statements of Cash Flows

the year ended

flows from operating activities:

Dividend on Preferred Stock

Net (loss) attributable to common shareholders

$ ( 420,559 )

to reconcile net loss to net cash used

consulting services

stock issued for services services

for allowance for doubtful accounts

on extinguishment of debt

Depreciation,

depletion, and amortization

change in operating assets and liabilities:

payable and other accrued expenses

payable - related party

cash used in operating activities

flows from investing activities:

payments received on notes receivable

cash provided by investing activities

flows from financing activities:

on notes payable

stock B issued for cash

cash provided by financing activities

accompanying notes are an integral part of these financial statements.

Botanicals, Inc.

Statements of Cash Flows (Continued)

the year ended

decrease in cash and cash equivalents

and cash equivalents at beginning of year

and cash equivalents at end of year

disclosures of cash flow information:

paid during the year for:

stock issued in exchange for consulting services

stock issued for conversion of note payable, accrued interest, and assumption of debt

(Loss) on extinguishment of debt

stock issued in exchange for consulting services

stock issued for conversion of note payable, accrued interest, and assumption of debt

accompanying notes are an integral part of these financial statements.

BOTANCALS, INC.

STATEMENTS OF CHANGES IN EQUITY

Stock, Series A

Stock, Series B

Paid-in Capital

Non-Controlling

at March 31, 2015

$ ( 120,726 )

shares issued in exchange for notes payable

stock issued for cash

stock issued for cash (AFS Holdings, Inc.)

stock issued in exchange for consulting services

stock issued to pay accounts payable

stock issued for consulting services

stock issued in exchange for notes payable

stock issued in exchange for dividends payable

Non-controlling

Basic and diluted loss per common share

Weighted average common shares outstanding – Basic and diluted

The accompanying notes are an integral part of these consolidated

financial statements.

Groove Botanicals, Inc.

Consolidated Statements of Stockholders’ Equity

For the Years Ended March 31, 2024, and 2023

Preferred Stock

Balance, March 31, 2022

$ ( 34,305,992 )

at March 31, 2016

$ ( 454,935 )

stock issued for cash (AFS Holdings, Inc.)

stock issued for consulting service (AFS Holdings, Inc.)

at March 31, 2017

Issuance of Stock for Cash Received in Prior Period

( 3,000,000 )

accompanying notes are an integral part of these financial statements.

BOTANICALS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Operations

Botanicals, Inc.

(the "Company") (formally known as Avalon Oil & Gas, Inc.), was originally incorporated in Colorado

in April 1991 under the name Snow Runner (USA), Inc.

Issuance of Stock for Cash

Issuance of Stock for Consulting

Issuance of Stock for Conversion of Debt

Issuance of Stock for Website and Social Media Services

Balance, March 31, 2023

$ ( 34,426,718 )

$ ( 438,298 )

Issuance of Stock for Cash

Issuance of Stock for Consulting

Accrued dividend

Balance, March 31, 2024

$ ( 34,847,277 )

$ ( 760,557 )

The accompanying notes are an integral part of these consolidated

financial statements.

Groove Botanicals, Inc.

Consolidated Statements of Cash Flows

For the Years Ended

Cash Flow From Operating Activities

$ ( 202,089 )

$ ( 120,726 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock Issued for Outside Services

Issuance of stock to settle interest on convertible note

Amortization of Debt Discount

Change in Derivative Liability

Gain on Settlement of Debt

Accrued Interest

Accrued Payroll

Changes in working capital

(Increase) Decrease in Accounts Receivable

Increase in Prepaid Expenses

Increase (Decrease) in Accounts Payable and Accrued Liabilities

Net Cash Used in Operating Activities

Cash Flow From Investing Activities

Net Cash From Investing Activities

Cash Flow From Financing Activities

Funds received from Related Party

Funds distributed to Related Party

Repayment of Outstanding Convertible Debt

Repayment of Outstanding Contingent Liability

Funds received for Issuance of Common Stock

Net Cash From Financing Activities

Net Change in Cash

Cash at Beginning of Period

Cash at End of Period

Net cash paid for:

Summary of Non-cash Investing and Financing Information:

Issuance of stock to settle interest payable

Issuance of stock to settle convertible note

The accompanying notes are an integral part of these consolidated

financial statements.

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2024 AND 2023

NOTE 1 - ORGANIZATION AND OPERATIONS

Current Operations

Groove 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.;

limited partnership to sell proprietary snow skates under the name "Sled Dogs"

which was dissolved in August 1992.

late 1993, the Company relocated its operations to Minnesota and in January 1994 changed our name to Snow Runner, Inc.

1994 we changed our name to the Sled Dogs Company.

On November 5, 1997, we filed for protection under Chapter 11 of the U.S.

In September 1998, we emerged from protection of Chapter 11 of the U.S.

Bankruptcy Code.

In May, 1999, we changed our state

of domicile to Nevada and our name to XDOGS.COM, Inc.

On July 22, 2005, the Board of Directors and a majority of the Company's

shareholders approved an amendment to our Articles of Incorporation to change the Company's name to Avalon Oil & Gas, Inc.,

and to increase the authorized number of shares of our common stock from 200,000,000 shares to 1,000,000,000 shares par value

of $0.001, and engage in the acquisition of producing oil and gas properties.

On November 16, 2011, a majority of the

Company's shareholders approved an amendment to our Articles of Incorporation to increase the authorized number of shares of our

common stock from 1,000,000,000 shares to 3,000,000,000 shares par value of $0.001.

June 4, 2012 the Board of Directors approved an amendment to our Articles of Incorporation to a reverse split of the issued and

outstanding shares of Common Stock of the Corporation (“Shares”) such that each holder of Shares as of the record

date of June 4, 2012 shall receive one (1) post-split Share on the effective date of June 4, 2012 for each three hundred (300)

Shares owned.

The reverse split was effective on July 23, 2012.

On September 28, 2012, we held a special

meeting of Avalon’s shareholders and approved an amendment to the Company’s Articles of Incorporation such that the

Company would be authorized to issue up to 200,000,000 shares of common stock.

We filed an amendment with the Nevada

Secretary of State on April 10, 2013, to increase our authorized shares to 200,000,000.

March 21, 2018 the Board of Directors and a majority of the Company's shareholders approved an amendment to our Articles of Incorporation

to change the Company's name to Groove Botanicals, Inc.

We filed an amendment to our Articles of Incorporation with the

State of Nevada on May 18, 2018.

Company is currently in the process of raising funds to manufacture and sell our CBD skincare products.

September 22, 2007 the Company entered into an agreement with respect to its purchase of a 75.6% interest in Oiltek, Inc.

for $50,000 and the right of Oiltek to market Avalon's intellectual property.

March 19, 2014, the Company formed Weyer Partners, LLC, (“Weyer”) a one hundred percent (100%) wholly owned Minnesota

Weyer Partners, LLC, was formed to operate oil and gas properties in Oklahoma and Texas.

Weyer is consolidated

in these financial statements.

May 9, 2014, the Company formed AFS Holdings, Inc., (“AFS”) a one hundred percent (100%) wholly owned Nevada Corporation.

AFS Holding, Inc., was formed to leverage the Company’s relationship with IP TechEx, and market technology licensed from

AFS is consolidated in these financial statements.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

of consolidation

consolidated financial statements include the accounts of the Company and the Company’s subsidiary’s Oiltek, Inc.,

AFS Holdings, Inc., and Weyer Partners, LLC.

All significant inter-company items have been eliminated in consolidation.

Company has minimal revenues from our remaining oil and gas assets.

We are in need of additional cash resources to maintain our

As of March 31, 2017, the Company had a working capital deficit of $937,578, had incurred losses since inception of

$34,047,136, and have not yet received any revenue from the sale our CBD skincare products.

These factors raise substantial doubt

about its ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent on its

ability to raise additional capital or obtain necessary debt financing.

The Company is presently dependent on its controlling

shareholder to provide us funding for its daily operation and expenses, including professional fee and fees charged by regulators,

although he is under no obligation to do so.

Company intends to meet the cash requirements for the next 12 months from the issuance date of this report through a combination

of debt and equity financing by way of private placements, friends, family and business associates.

The Company currently did

not have any arrangements in place to complete any private placement financings and there is no assurance that the Company will

be successful in completing any such financings on terms that will be acceptable to it.

we do not have sufficient working capital to pay our operating costs for the next 12 months, we will require additional funds

to pay our legal, accounting and other fees associated with our Company and our filing obligations under United States federal

securities laws, as well as to pay our other accounts payable generated in the ordinary course of our business.

Once these costs

are accounted for, we will focus on the following the manufacture and sale of our CBD skincare products.

failure to raise money will have the effect of delaying the timeframes in the business plan as set forth above, and the Company

may have to push back the dates of such activities.

financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets

and discharge its liabilities in the normal course of business for the foreseeable future.

The Company has incurred losses and

further losses are anticipated as a result of the development of business which raises substantial doubt about the Company’s

ability to continue as a going concern within the next twelve months from the issuance date of this report.

The ability to continue

as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining financing necessary

to meet the Company’s obligations and repay its liabilities arising from normal business operations when they come due.

Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors

and/or private placement of the Company’s common stock.

cash and cash equivalents were $104,574 on March 31, 2017, compared to $108,220 on March 31, 2016.

We met our liquidity needs

through the issuance of our common stock, preferred stock, and notes payable for cash and from the revenue derived from our oil

and gas operations.

need to raise additional capital during the fiscal year, but currently have not acquired sufficient additional funding.

to continue operations as a going concern is highly dependent upon our ability to obtain immediate additional financing, or generate

revenues from the sale of our CBD skincare products, and to achieve profitability, none of which can be guaranteed.

Unless additional

funding is obtained, it is highly unlikely that we can continue to operate.

There is no assurance that even with adequate financing

or combined operations, we will generate revenues and be profitable.

our success is dependent upon our ability to generate revenues from the sale of our CBD skin care products.

Reclassifications

prior year amounts have been reclassified to conform with current year presentation, specifically the classification of asset

retirement obligation accretion and depreciation expenses which were included in Lease operating expense, severance taxes as of

March 31, 2016 and in depreciation, depletion and amortization as of March 31, 2017.

preparation of financial statements in conformity with generally accepted accounting principles generally accepted in the United

States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial

statements and accompanying notes.

Actual results could differ from those estimates and assumptions.

of Accounting

Company's financial statements are prepared using the accrual method of accounting.

Revenues are recognized when earned and expenses

when incurred.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

and Cash Equivalents

and cash equivalents consist primarily of cash on deposit.

The Company maintains its cash balances at several financial

institutions.

Accounts at the institutions are insured by the Federal Deposit Insurance Corporation up to $250,000.

Value of Financial Instruments

Company's financial instruments are cash and cash equivalents, accounts receivable, accounts payable, notes payable, notes receivable

and long-term debt.

The recorded values of cash and cash equivalents, accounts receivable, and accounts payable approximate their

fair values based on their short-term nature.

The recorded values of notes payable, notes receivable and long-term debt approximate

their fair values, as interest approximates market rates.

Receivable and Receivables from the Joint Interest

periodically assesses the collectability of the Company's accounts receivable and receivables from the Joint Interest.

determined to be uncollectible are charged to operations when that determination is made.

The Company determined that the accounts

receivable from the Joint Interest accounts were uncollectable for the year ended March 31, 2016.

and Natural Gas Properties

Company follows the full cost method of accounting for natural gas and oil properties.

Under the full cost concept,

all costs incurred in acquiring, exploring, and developing properties cost center are capitalized when incurred and are amortized

as mineral reserves in the cost center are produced, subject to a limitation that the capitalized costs not exceed the value of

those reserves.

The unamortized costs relating to a property that is surrendered, abandoned, or otherwise disposed

of are accounted for as an adjustment of accumulated amortization, rather than as a gain or loss that enters into the determination

of net income, until all of the properties constituting the amortization base are disposed of, at which point gain or loss is

The Company capitalizes all internal costs, including:

salaries and related fringe benefits of employees directly

engaged in the acquisition, exploration and development of natural gas and oil properties, as well as other identifiable general

and administrative costs associated with such activities.

During the years ended March 31, 2017 and March 31, 2016 no acquisition

costs were capitalized.

Oil and natural gas properties are reviewed for recoverability at least annually or when

events or changes in circumstances indicate that its carrying value may exceed future undiscounted cash inflows.

Under the full

cost method of accounting, a ceiling test is performed on a quarterly basis.

The full cost ceiling test is an impairment test

prescribed by SEC Regulation S-X Rule 4-10.

The ceiling test determines a limit on the book value of oil and natural gas properties.

The capitalized costs of proved oil and natural gas properties, net of accumulated depletion in the Company’s Consolidated

Balance Sheets, may not exceed the estimated future net cash flows from proved oil and natural gas reserves, excluding future

cash outflows associated with settling asset retirement obligations that have been accrued in the Company’s Consolidated

Balance Sheets, using the unweighted average first day of the month commodity sales prices for the previous twelve months (adjusted

for quality and basis differentials), held constant for the life of production, discounted at 10%, plus the cost of unevaluated

properties and major development projects excluded from the costs being amortized.

If capitalized costs exceed this limit, the

excess is charged to expense.

As of March 31, 2017 and 2016, the Company impaired $128,462 in Proven Oil and Gas Properties and

$1,690,183 in Unproven Oil and Gas Properties.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

and Equipment

property and equipment is reviewed on an annual basis for impairment and as of March 31, 2017 the Company had not identified any

such impairment.

Repairs and maintenance are charged to operations when incurred and improvements and renewals are capitalized.

property and equipment are stated at cost.

Depreciation is calculated using the straight-line method for financial reporting purposes

and accelerated methods for tax purposes.

estimated useful lives are as follows:

Retirement Obligations

accordance with the provisions of Financial Accounting Standards Board “FASB”

Accounting Standard Codification “ASC”

410-20-15, “Accounting for Asset Retirement Obligations”, the Company records the fair value of its liability for

asset retirement obligations in the period in which it is incurred and a corresponding increase in the carrying amount of the

related long live assets.

Over time, the liability is accreted to its present value at the end of each reporting period, and the

capitalized cost is depreciated over the useful life of the related assets.

Upon settlement of the liability, the Company will

either settle the obligation for its recorded amount or incur a gain or loss upon settlement.

The Company's asset retirement obligations

relate to the plugging and abandonment of its oil properties.

cost of licensed technologies acquired is capitalized and will be amortized over the shorter of the term of the licensing agreement

or the remaining life of the underlying patents.

Company evaluates recoverability of identifiable intangible assets whenever events or changes in circumstances indicate that intangible

assets carrying amount may not be recoverable.

Such circumstances include, but are not limited to:

(1) a significant decrease

in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used, or (3) an

accumulation of cost significantly in excess of the amount originally expected for the acquisition of an asset.

The Company measures

the carrying amount of the assets against the estimated undiscounted future cash flows associated with it.

Company impaired $21,292 for the year ended March 31, 2016.

There were noimpairment loss for the fiscal year ended March

the sum of the expected cash flows be less than the carrying amount of assets being evaluated, an impairment loss would be recognized.

The impairment loss would be calculated as the amount by which the carrying amount of the assets, exceed fair value.

amortization of intangible assets over the next five years is as follows:

and thereafter

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

Based Compensation

awards granted to employees and independent directors are accounted for under ASC 718, "Share-Based Payment".

eliminates accounting for share-based compensation transaction using the intrinsic value method and requires instead that such

transactions be accounted for using a fair-value-based method.

The Company has elected to adopt the provisions of ASC 718-10 effective

January 1, 2006, under the modified prospective transition method, in which compensation cost was recognized beginning with the

effective date (a) based on the requirements of ASC 718-10 for all share-based payments granted after the effective date and (b)

based on the requirements of ASC 718-10 for all awards granted to employees prior to the effective date of ASC 718-10 that remain

unvested on the effective date.

Company records share-based compensation expense for awards granted to non-employees in exchange for services at fair value in

accordance with the provisions of ASC 505-50, "Equity Based"

payment to non-employees.

For the awards granted to non-employees,

the Company will record compensation expenses equal to the fair value of the share options at the measurement date, which is determined

to be the earlier of the performance commitment date or the service completion date.

per Common Share

260-10-45, “Earnings Per Share”, requires presentation of "basic"

and "diluted"

earnings per share

on the face of the statements of operations for all entities with complex capital structures.

Basic earnings per share are computed

by dividing net income by the weighted average number of common shares outstanding for the period.

Diluted earnings per share

reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted

during the period.

Dilutive securities having an anti-dilutive effect on diluted earnings per share are excluded from the calculation.

addition, the Company had a net loss during current period so dilutive securities would decrease negative EPS and have an anti-dilutive

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets, including tax loss and

credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in

which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of

a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred income tax expense represents

the change during the period in the deferred tax assets and deferred tax liabilities.

The components of the deferred tax assets

and liabilities are individually classified as current and non-current based on their characteristics.

Deferred tax assets are

reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the

deferred tax assets will not be realized.

740-10-25, “Accounting for Uncertainty in Income Taxes”, is intended to clarify the accounting for uncertainty in

income taxes recognized in a company's financial statements and prescribes the recognition and measurement of a tax position taken

or expected to be taken in a tax return.

ASC 740-10-25 also provides guidance on de-recognition, classification, interest and

penalties, accounting in interim periods, disclosure and transition.

ASC 740-10-25, evaluation of a tax position is a two-step process.

The first step is to determine whether it is more-likely-than-not

that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on

the technical merits of that position.

The second step is to measure a tax position that meets the more-likely-than-not threshold

to determine the amount of benefit to be recognized in the financial statements.

A tax position is measured at the largest amount

of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period

in which the threshold is met.

Previously recognized tax positions that no longer meet the more-likely-than-not criteria should

be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

accordance with the requirements ASC topic 605 "Revenue Recognition", revenues are recognized at such time as (1) persuasive

evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the seller's price to the buyer

is fixed or determinable and (4) collectability is reasonably assured.

Specifically, oil and gas sales are recognized as income

at such time as the oil and gas are delivered to a viable third party purchaser at an agreed price.

Accounting Standards

May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)

2014-09, Revenue from Contracts with Customers, which was subsequently modified in August 2015 by ASU No.

2015-14, Revenue

from Contracts with Customers:

Deferral of the Effective Date.

The core principle of ASU No.

2014-09 is that companies should

recognize revenue when the transfer of promised goods or services to customers occurs in an amount that reflects what the company

expects to receive.

It requires additional disclosures to describe the nature, amount, timing and uncertainty of revenue and cash

flows from contracts with customers.

In 2016, the FASB issued additional ASUs that clarify the implementation guidance on principal

versus agent considerations (ASU 2016-08), on identifying performance obligations and licensing (ASU 2016-10), and on narrow-scope

improvements and practical expedients (ASU 2016-12) as well as on the revenue recognition criteria and other technical corrections

(ASU 2016-20).

These new standards will identify performance obligations and narrow aspects on achieving core principle.

is currently evaluating the impact the adoption of this guidance may have on its financial statements.

The Company is an “emerging

growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Under the JOBS

Act, emerging growth companies (“EGCs”) can delay adopting new or revised accounting standards issued subsequent to

the enactment of the JOBS Act until such time as those standards apply to private companies.

Therefore, the Company will not be

subject to the same new or revised accounting standards as public companies that are not EGCs.

The Company anticipates adopting

this new guidance on January 1, 2019 with the modified retrospective approach and plans on giving additional updates on its progress

and further conclusions.

January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10):

Recognition and Measurement of Financial

Assets and Financial Liabilities, which requires that equity investments, except for those accounted for under the equity method

or those that result in consolidation of the investee, be measured at fair value, with subsequent changes in fair value recognized

in net income.

However, an entity may choose to measure equity investments that do not have readily determinable fair values at

cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical

or a similar investment of the same issuer.

It also impacts the presentation and disclosure requirements for financial instruments.

It is effective for public business entities for annual periods, and interim periods within those annual periods, beginning after

December 15, 2017, while for EGCs the amendment will become effective for fiscal years beginning after December 15, 2018.

adoption is permitted only for certain provisions.

The Company is in the process of evaluating the impact of adoption of this

guidance on the Company’s consolidated financial statements and will adopt this guidance since January 1, 2019.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

RECEIVABLE FROM JOINT INTERESTS

Company is the operator of certain wells acquired in the Expanded Bedford Agreement.

Pursuant to a joint interest operating

agreement (the “Joint Interest Agreement”), the Company charges the other owners of the Grace Wells for their

pro-rata share of operating and workover expenses.

These receivables are carried on the Company’s balance sheet

as Receivable from Joint Interests.

At March 31, 2016 and March 31, 2017 the amount of these receivables is $153,209.

the year ended March 31, 2016 and March 31, 2017, the Company deemed the collectability of the receivable from joint interests

in the amount of $153,209, as unlikely.

DEPOSITS AND PREPAID EXPENSES

the years ended March 31, 2017 and 2016 the Company advanced $- 0- toward the purchase of properties.

wrote off $279,400 in deposits of $279,400 on March 31, 2016.

the year ended March 31, 2015 the Company incurred prepaid consulting fees in the amount of $100,000 which was being amortized

over 36 months.

In November 2015 the Company incurred prepaid consulting fees to Rene Haeusler, a director of the company, in

the amount of $50,000 which is being amortized over 48 months.

Amortization through March 31, 2016 was $37,131.

wrote off the remaining balance of our prepaid consulting fees in the on March 31, 2016.

consulting fees

Accumulated Amortization on Prepaid Consulting Fees

Impairment of Well Deposits and Consulting Fees

PROPERTY AND EQUIPMENT

summary of property and equipment at March 31, 2017 and 2016 is as follows:

Accumulated depreciation

expense for the years ended March 31, 2017 and 2016 was $4,531 and $4,532 respectively.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

INTELLECTUAL PROPERTY RIGHTS

summary of the intellectual property rights at March 31, 2017 and 2016, are as follows:

accumulated amortization

expense for the years ended March 31, 2016 $31,938.

We impaired the remaining $21,292 for the year ended March 31, 2016.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

OIL AND GAS PROPERTY ACTIVITY

oil and gas properties consist of the following:

County, Oklahoma

County, Texas

County, Arkansas

Petroleum Assets

Energy Assets

retirement cost, net

the year ended March 31, 2017 and 2016, depletion per Bbl was $4.95 and $6.85 respectively.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

payable and accrued liabilities consisted of the following:

NOTES PAYABLE

May 8, 2006, the Company entered into a convertible note payable agreement with a shareholder in the amount of $100,000.

note carries an interest rate of 10% per annum and matures of November 8, 2006.

The note holder has the right to

convert the note and accrued interest at a rate of $0.01 per share.

The value of this conversion feature was treated

as a loan discount for the full $100,000 of the loan and was amortized to interest expense over the life of the loan.

the year ended March 31, 2016, the Company issued 700,000 shares of common stock for the conversion of $100 of principal.

Interest in the amount of of $170 and $175 were accrued on this note during the year ended March 31, 2017 and 2016,

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.

Since inception we have operated, unsuccessfully, in various

different industries.

Currently, we plan to assemble a portfolio of early-stage EV Battery Technologies developed from Universities in

Norway, Sweden and Finland, and seek grants from the State of Minnesota Department of Economic Development to find and identify corporate

partners to commercialize these technologies and ultimately produce revenues for the Company.

The Company does not currently own any patents

or technologies related to the EV battery industry, and the process to acquire patents and technologies can be costly, and as such, the

Company is not guaranteed to acquire any such patents.

Management believes that the technologies available in the

specialized energy industry present a stable business model with high growth potential and we are actively working towards an impactful

acquisition in this space.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated

financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United Stated

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, 2024 and 2023, were derived from the Company’s consolidated

financial statements at that date.

Basis of Consolidation

The 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.

Use of Estimates

The 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.

Financial Instruments

The Company's financial instruments

primarily consist of cash and cash equivalents, accounts payable and accrued liabilities, related party payables, dividends payable and

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

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.

Net Loss Per Share

The 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

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

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 antidilutive and therefore

is not presented.

The 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.

The 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.

Beneficial Conversion Feature

The Company measures certain

convertible debt using a nondetachable conversion feature known as a beneficial conversion feature, or BCF.

A convertible instrument contains

a BCF when the conversion price is less than the fair value of the shares into which the instrument is convertible at the commitment date.

From time to time, the Company may issue convertible notes that may contain a beneficial conversion feature.

A beneficial conversion feature

exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into

is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds

to the fair value of the warrants, if related warrants have been granted.

The intrinsic value of the beneficial conversion feature is

recorded as a debt discount with a corresponding amount to additional paid-in capital.

The debt discount is amortized to interest expense

over the life of the note using the effective interest method.

Debt Issuance Cost

Debt issuance costs incurred

in connection with the issuance of debt are capitalized and amortized to interest expense over the term of the debt using the effective

interest method.

The unamortized amount is presented as a reduction of debt on the balance sheet.

In August 2020, the FASB issued ASU No.

2020-06, Debt

with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU

ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the

existing guidance in ASC 470-20 that requires entities to account for beneficial conversion features and cash conversion features in equity,

separately from the host convertible debt or preferred stock.

Two methods of transition were permitted upon adoption:

full retrospective

and modified retrospective.

The Company has yet to adopt ASC 2020-06.

The accounting impact will be a reclassification from Additional

Paid-In Capital to Retained Earnings.

The Company adopted ASC 2020-06 as of April 1, 2023.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update

2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires

incremental disclosures related to a public entity’s reportable segments.

Required disclosures include, on an annual and interim

basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included

within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue

less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an

explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to

allocate resources.

The standard also permits disclosure of more than one measure of segment profit.

ASU 2023-07 is effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company does not

believe the adoption of ASU 2023-07 will have any impact on our financial statements.

In December 2023, the FASB issued Accounting Standards Update

2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires public entities on an annual

basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that

meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by

multiplying pretax income or loss by the applicable statutory income tax rate).

ASU 2023-09 is effective for fiscal years beginning after

December 15, 2025.

We are evaluating the impact of adopting ASU 2023-09 on our financial statements.

In March 2024, the SEC adopted the final rule under SEC Release

33-11275, The Enhancement and Standardization of Climate Related Disclosures for Investors , which requires registrants

to disclose climate-related information in registration statements and annual reports.

The new rules would be effective for annual reporting

periods beginning in fiscal year 2025.

However, in April 2024, the SEC exercised its discretion to stay these rules pending the completion

of judicial review of certain consolidated petitions with the United States Court of Appeals for the Eighth Circuit in connection with

We are evaluating the impact the adoption of this rule, if any, may have on our financial statements.

NOTE 3 - GOING CONCERN

The 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 $ 202,089 and $ 120,726 for the years ended March 31, 2024, and March 31, 2023,

respectively.

The maturity of this note has been extended until April 1, 2018.

The outstanding principal balance and all outstanding

interest was converted into 500,000 shares on June 15, 2018.

November 11, 2008, the Company issued a convertible promissory note to an investor in the amount of $50,000.

current balance of the note is $30,000.

The note carries an interest rate of 10% per annum and a maturity date of October

The note holder has the right to convert the note and accrued interest into shares of the Company’s

common stock at a rate of $3.00 per share.

The discount is being amortized to interest expense over the life of the note

via the effective interest method.

Interest in the amount of $3,000 and $3,000 was accrued on this note during the year ended March

31, 2015 and 2014, respectively.

Accrued interest was $20,884 and $17,884 respectively at March 31, 2017 and 2016.

remaining balance of $30,000 on this promissory note and the promissory note issued in the amount of $50,000 on January 27,

2009 and accrued interest, was settled on March 9, 2018 for $2,500 plus the issuance of 600,000 shares of Common Stock

January 27, 2009, the Company issued a promissory note to an investor in the amount of $50,000.

The note carries

an interest rate of 10% per annum and matures on December 15, 2009.

In addition to the note payable, the Company

issued 1,000,000 shares of common stock to the note holder.

The shares are considered a discount to the note payable.

shares are value using the closing market price on the date the note was signed and have a value of $25,000.

discount will be amortized over the life of the note via the effective interest method.

Accrued interest was $40,877

and $35,877 at March 31, 2017 and 2016 respectively.

This note and the promissory note issued in the amount of $50,000 on

November 11, 2008, with a remaining balance of $30,000 plus accrued interest was settled on March 9, 2018 for $2,500 plus

the issuance of 600,000 shares of Common Stock.

November 28, 2006, Oiltek, of which the Company has a majority interest in, issued a convertible note payable in the amount

This note bears interest at a rate of 8% per annum and matures on October 1, 2007.

The principal

amount of the note and accrued interest are convertible into shares of the Company’s common stock at a price of $0.01

A beneficial conversion feature in the amount of $2,500 was recorded as a discount to the note and was

amortized to interest expense during the period ended December 31, 2006.

Interest in the amount of $200 and $200

was accrued on this note during the twelve months ended March 31, 2017 and 2016, respectively.

The maturity date of this note

has been extended until Apri1 1, 2018.

The outstanding principal balance and all accrued interest was converted into

950,000 shares on April 19, 2018.

November 28, 2006, Oiltek, of which the Company has a majority interest in, issued a convertible note payable in the amount

This note bears interest at a rate of 8% per annum and matured on October 1, 2007.

The principal

amount of the note and accrued interest are convertible into shares of the Company’s common stock at a price of $0.01

A beneficial conversion feature in the amount of $5,000 was recorded as a discount to the note and was

amortized to interest expense during the period ended December 31, 2006.

Interest in the amount of $400 and $400

was accrued on this note during the twelve months ended March 31, 2017 and 2016, respectively.

The maturity date of this note

has been extended until Apri1 1, 2018.

The outstanding principal balance and all accrued interest was converted into

400,000 shares on April 19, 2018.

September 29, 2014, the Company issued two promissory notes note payable in the total amount of $60,000.

notes bear interest at a rate of 5% per annum, matured on January 1, 2014, and were extended until December 1, 2016.

interest as of March 31, 2016 and March 31, 2017 was $4,512 and 7,512.

The principal and accrued interest on these notes

were settled in March 2018 for $5,000.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

payable –

long-term portion

payable –

current portion

payable –

long-term portion

payable –

current portion

future principal payments under the note payable are due as follows during the year ended March 31:

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

RELATED PARTY TRANSACTIONS

the fiscal year ended March 31, 2017 and 2016, the president advanced the Company $0 and $0, respectively.

The balance as of March

31, 2017 and 2016 were $20,000 and $20,000, respectively.

100 shares of Series A Preferred Stock were issued on June 3, 2002 as payment for $500,000 in promissory notes, are convertible

into the number of shares of common stock sufficient to represent forty percent (40%) of the fully diluted shares outstanding

after their issuance The holder of these shares of Series A Preferred Stock is our President, Kent Rodriguez.

A Preferred Stock pays an eight percent (8%) dividend.

The dividends are cumulative and payable quarterly.

The Series A Preferred

Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the stock plus any unpaid

The Series A Preferred Stock provides for voting rights on an "as converted to common stock"

holders of the Series A Preferred Stock have the right to convert each share of preferred stock into a sufficient number of shares

of common stock to equal 40% of the then fully-diluted shares outstanding.

Fully diluted shares outstanding is computed as the

sum of the number of shares of common stock outstanding plus the number of shares of common stock issuable upon exercise, conversion

or exchange of outstanding options, and warrants.

In the event that the Company does not have an adequate number of shares of

Common Stock authorized, upon a conversion request, only the maximum allowable number of shares of Series A preferred stock shall

convert into Common Stock and the remaining shares of Series A preferred Stock shall convert upon lapse of the applicable restrictions.

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 .4% to .51% so that upon conversion the number of shares

of common stock to be exchanged shall equal 51% of then issued and outstanding common stock.

the years ended March 31, 2016 and March 31, 2017, the Company incurred $40,000 in Series A preferred stock dividends, and

paid $1,000 and $35,500 for years ended March 31, 2017 and March 31, 2016, respectively.

As of March 31, 2017 and March 31, 2016,

the accrued balance due Mr.

Rodriguez was $76,450 and $37,450 respectively.

The liquidation preference as of March 31, 2016 and

March 31, 2017 was $576,450 and $537,450 or $5,764.50 and $5,374.50 per share respectively.

the years ended March 31, 2017 and 2016, the Company charged to operations the amount of $49,800 and $49,202 in annual salary

Rodriguez, of which $35,700 and $50,457 was paid to him during the years ended March 31, 2017 and 2016, respectively.

of March 31, 2017 and 2016, the balances of accrued and unpaid salaries were $219,562 and $205,462.

March, 2013, our Board of Directors authorized the issuance of 2,000 shares of Series B Preferred Stock, par value $0.10 per share

(the "Series B Preferred Stock").

The face amount of share of the Series B Preferred Stock is $1,000.

of March 31, 2017 and 2016, the Company has 1,983 and 1,983 shares of Series B preferred stock respectively issued and outstanding.

The liquidation preference as of March 31, 2017 was $2,326,526 or $1,173.24 per share.

Series B Preferred Stock accrues dividends at the rate of 9% per annum on the original purchase price for the shares.

These dividends

are payable annually, beginning in January 2014.

We are prohibited from paying any dividends on our Common Stock until all accrued

dividends are paid on our Series B Preferred Stock.

The Series B Preferred Stock ranks junior to the Series A Preferred

Stock owned by our President and Chief Executive Officer, as to Dividends and to a distribution of assets in the event of a liquidation

Holders of Series B Preferred Stock do not have any voting rights and their consent is not required to take any sort of corporate

income taxes result from the temporary difference arising from the use of accelerated depreciation methods for income tax purposes

and the straight-line method for financial statement purposes, and an accumulation of Net Operating Loss carryforwards for

income tax purposes with a valuation allowance against the carryforwards for book purposes.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion

or all of the deferred tax assets will not be realized.

Included in deferred tax assets are Federal and State net operating loss

carryforwards of $34,047,136 which will expire beginning in 2029.

The ultimate realization of deferred tax assets is

dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies

in making this assessment.

Based upon our cumulative losses through March 31, 2017, we have provided a valuation allowance reducing

the net realizable benefits of these deductible differences to $0 at March 31, 2017.

The amount of the deferred tax

asset considered realizable could change in the near term if projected future taxable income is realized.

Due to significant

changes in the Company's ownership, the Company's future use of its existing net operating losses may be limited.

income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses.

These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur.

operating (loss) income

deferred tax asset

income taxes arise from the temporary differences between financial statement and income tax recognition of net operating losses.

These loss carryovers are limited under the Internal Revenue Code should a significant change in ownership occur.

March 31, 2017 and March 31, 2016, the Company had approximately $34,047,136 and income of $33,610,746 respectively, in unused

federal net operating loss carryforwards, which begin to expire principally in the year 2029.

A deferred tax asset at each date

of approximately $14,119,347 and $13,938,376 resulting from the loss carryforwards has been offset by a 100% valuation allowance.

The change in the valuation allowance for the period ended March 31, 2017 and 2016 was approximately $180,971 and $336,107.

Federal statutory graduated rate

income tax rate, net of federal benefit

Net operating

operating loss for which no tax benefits is currently available

STOCKHOLDERS’

A Preferred Stock

Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.10 per share.

As of March 31, 2017

and 2016, the Company has 100 shares of Series A preferred stock issued and outstanding.

the twelve months ended March 31, 2017 and 2016, the Company incurred $40,000 respectively in Series A preferred stock dividends,

and paid $1,000 and $35,500 for the twelve months ended March 31, 2017 and 2016 respectively.

As of March 31, 2016 and 2015, the

accrued balance due Mr.

Rodriguez was $76,450 and $37,450 respectively.

The liquidation preference as of March 31, 2017 and March

31, 2016 was $576,450 or $5,764.50 per share and $537,450 or $5,374.50 per share.

100 shares of Series A Preferred Stock, issued to Mr.

Rodriguez as payment for $500,000 in promissory notes, are convertible into

the number of shares of common stock sufficient to represent 40 percent (40%) of the fully diluted shares outstanding after their

The Series A Preferred Stock pays an eight percent (8%) dividend.

The dividends are cumulative and payable quarterly.

The Series A Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the

stock plus any unpaid dividends.

The Series A Preferred Stock provides for voting rights on an "as converted to common stock"

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 .4% to .51% so that upon conversion the number of shares

of common stock to be exchanged shall equal 51% of then issued and outstanding common stock.

holders of the Series A Preferred Stock have the right to convert the preferred stock into shares of common stock such that if

converted simultaneously, they shall represent fifty-one percent (51%) of the fully diluted shares outstanding after their issuance.

Fully diluted shares outstanding is computed as the sum of the number of shares of common stock outstanding plus the number of

shares of common stock issuable upon exercise, conversion or exchange of outstanding options, warrants, or convertible securities.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

B Preferred Stock

March, 2013, our Board of Directors authorized the issuance of 2,000 shares of Series B Preferred Stock, par value $0.10 per share

(the "Series B Preferred Stock").

The face amount of share of the Series B Preferred Stock is $1,000.

of March 31, 2017 and 2016, the Company has 1,983 and 1,983 shares of Series B preferred stock respectively issued and outstanding.

The liquidation preference as of March 31, 2017 and 2016 were $2,326,526 or $1,173.24 per share and 1,983,000 or $1,000.00

per share, respectively.

Series B Preferred Stock accrues dividends at the rate of 9% per annum on the original purchase price for the shares.

These dividends

are payable annually, beginning in January 2014.

We are prohibited from paying any dividends on our Common Stock until all accrued

dividends are paid on our Series B Preferred Stock.

The Series B Preferred Stock ranks junior to the Series A Preferred

Stock owned by our President and Chief Executive Officer, as to Dividends and to a distribution of assets in the event of a liquidation

Holders of Series B Preferred Stock do not have any voting rights and their consent is not required to take any sort of corporate

B Preferred Stock Issuances during the year ended March 31, 2017:

did not issue any Series B Preferred Shares during the year ended March 31, 2017.

March 2018 we issued 2,015000 Shares of Common Stock for all accrued interest as of March 31, 2018, on the outstanding 1,625 shares

of our Series B Preferred Stock.

the twelve months ended March 31, 2017 and 2016, the Company incurred $178,488 and $165,038 in dividends on Series B preferred

dividends payable from both A and B preferred shares at March 31, 2017 and 2016 is $419,976 and $205,488 respectively.

Holdings, Inc.

Series A Preferred Stock

October 5, 2015, the Articles of Incorporation of AFS were amended to authorize the issuance of 5,000,000 shares of Preferred

Stock, par value $0.001, of which 1,000 shares are designated as Series A Preferred Stock.

Series A Preferred Stock accrues dividends at the rate of 12% per annum on the original purchase price for the shares.

These dividends

are payable annually in cash or the AFS Common Stock at the discretion of the Board of Directors, beginning in March 2016.

is prohibited from paying any dividends on AFS Common Stock until all accrued dividends are paid on our Series A preferred Stock.

Upon liquidation, the Series A Preferred Stock shareholders shall be entitled to the stated value of each shares held, in addition

to accrued and unpaid dividends, as long as AFS possesses the funds necessary to make payments.

AFS may, at any time, redeem the

shares of Series A Preferred Stock without the prior written consent of the Series A Preferred Stock shareholders.

A Preferred Stock ranks senior to AFS Common Stock in a distribution of assets in the event of a liquidation of assets.

are currently 200 shares of AFS Series A Preferred Stock outstanding.

Accrued interest as of March 31, 2017 is $14,037.

March 31, 2017, the liquidation preference is $214,037 or $1070.19 per share.

Holders of AFS Series A Preferred Stock do not have any voting rights and their consent is not required to take any sort of corporate

Series A Preferred Stock Issuances during the year ended March 31, 2017:

December 2016, the Company issued 100 shares of AFS Series A Preferred Stock for $100,000 in cash to a non-affiliated accredited

investor, and 50 shares to a non affiliated accredited investor for Consulting Services.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

June 4, 2012 the Board of Directors approved an amendment to our Articles of Incorporation to a reverse split of the issued and

outstanding shares of Common Stock of the Corporation (“Shares”) such that each holder of Shares as of the record

date of June 4, 2012 shall receive one (1) post-split Share on the effective date of June 4, 2012 for each three hundred (300)

Shares owned.

The reverse split was effective on July 23, 2012.

Company has authorized 200,000,000 shares of common stock with a par value of $0.001 per share.

As of March 31, 2017

and 2016, the Company has 18,198,062 and 18,198,062 shares of common stock issued and outstanding.

Company did not issue any Common stock during the year ended March 31, 2017.

are no stock options outstanding.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

TECHNOLOGY LICENSE AGREEMENTS

December 1, 2014, the Company entered into an exclusive license agreement for anti-corrosion technology from Ronald Knight in

exchange for three hundred thousand (300,000) shares of our common stock.

This license calls for an earned royalty of three

percent (3.00%) on sales of licensed products and services as they may relate to corrosion prevention and maintenance of sump

pumps at gasoline and diesel dispensing locations, including, but not limited to gas stations, convenience stores, trucking companies,

bus companies, and any other locations where gasoline and/or diesel is dispensed.

We did not have any revenue for the period ended

March 31, 2015.

The Company terminated this agreement on August 7, 2017.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

LOSS PER SHARE

260-10-45 requires a reconciliation of the numerator and denominator of the basic and diluted earnings per share (EPS) computations.

We compute basic EPS by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares

of common stock outstanding during the period.

The calculation of income (loss) available to common stockholders and EPS is based

on the underlying premise that all income after payment of dividends on preferred shares is available to and will be distributed

to the common stockholders.

As the Company is in a loss position during the year ended March 31, 2017 and 2016, there is no dilutive

effect included.

The net loss per share was $0.024 and $0.154 for March 31, 2017 and 2016.

COMMITMENTS AND CONTINGENCIES

and contingencies through the date of these financial statements were issued have been considered by the Company and none were

noted which were required to be disclosed.

ASC 932-235-55 SUPPLEMENTAL DISCLOSURES

Capitalized Costs

Company's aggregate capitalized costs related to natural gas and oil producing activities are summarized as follows:

gas and oil properties and related equipment:

depreciation, depletion, and impairment

capitalized costs

incurred in natural gas and oil property acquisition, exploration and development activities that have been capitalized are summarized

of properties

costs incurred

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

of Operations for Natural Gas and Oil Producing Activities

Company's results of operations from natural gas and oil producing activities are presented below for the fiscal years ended March

31, 2017 and 2016.

The following table includes revenues and expenses associated directly with the Company's natural gas and oil

producing activities.

It does not include any interest costs and general and administrative costs and, therefore, is not necessarily

indicative of the contribution to consolidated net operating results of the Company's natural gas and oil operations.

and depletion expense

income tax provision (1)

of operation for natural gas / oil producing activity

(1) Concentration

the year ended March 31, 2017, four customers, Scissortail Energy, Avalon 2015-1 LP, Lexinta SA and Ward Petroleum, individually

accounted for 23%, 18%, 18% and 12% of the Company’s revenues, respectively.

Except for the aforementioned customers, there

was no other single customer who accounted for more than 10% of the Company’s revenues for the year ended March 31, 2017.

imputed income tax provision is hypothetical (at the statutory rate) and determined without regard to the Company's deduction

for general and administrative expenses, interest costs and other income tax credits and deductions, nor whether the hypothetical

tax provision will be payable.

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

Gas and Oil Reserve Quantities

following schedule contains estimates of proved natural gas and oil reserves attributable to the Company.

Proved reserves are

estimated quantities of natural gas and oil that geological and engineering data demonstrate with reasonable certainty to be recoverable

in future years from known reservoirs under existing economic and operating conditions.

Proved developed reserves are those which

are expected to be recovered through existing wells with existing equipment and operating methods.

Reserves are stated in thousand

cubic feet (mcf) of natural gas and barrels (bbl) of oil.

Geological and engineering estimates of proved natural gas and oil reserves

at one point in time are highly interpretive, inherently imprecise and subject to ongoing revisions that may be substantial in

Although every reasonable effort is made to ensure that the reserve estimates are accurate, due to their nature reserve

estimates are generally less precise than other estimates presented in connection with financial statement disclosures.

of March 31, 2014

Purchase of reserves-in-place

as of March 31, 2015

Purchase of reserves-in-place

Balance as of March 31, 2016

Purchase of reserves-in-place

Balance as of March 31, 2017

The Company’s accumulated deficit was $ 34,847,277 and $ 34,426,718 as of March 31, 2024, and March 31, 2023, 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.

NOTE 4 – CASH

The Company considers all highly liquid investments

purchased with an original maturity of three months or less to be cash equivalents.

As of March 31, 2024, the Company’s cash consisted

of non-restricted cash.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company had a related party payable of $ 453,057

and $ 301,100 outstanding as of March 31, 2024, and March 31, 2023, 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.

Rodriguez under the terms of an employment agreement with its CEO entered into April 1, 2020, which designates monthly payments due to

CEO Kent Rodriguez in the amount of $ 4,000 .

This agreement continued through March 31, 2024, and was subsequently renewed.

These payables

accrue no interest and have no maturity date.

On June 3, 2022, the Company received a loan from the Company’s

CEO in the amount of $ 125,000 .

These funds were wired to the Company in order to reach a settlement of the debts described in Note 6.

During the fiscal year ended March 31, 2024, the Company accrued

$ 40,000 in preferred dividends from the Series A preferred shares to Mr.

Kent Rodriguez, the holder of the Series A Preferred shares.

Upon conversion the number of shares of common stock to be exchanged shall equal 51% of the then fully diluted issued and outstanding

common stock.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

(a) Convertible notes payable consist of a $ 230,000 Convertible Promissory Note issued

on January 30, 2018, to a third party in exchange for cash.

Beginning on the issuance date of the Note, the outstanding principal balance

of this note accrued annual interest at 10 % and the note had a variable conversion price per share of a 40% discount to lowest trading

price of the previous five trading days prior to the conversion date.

The note had a maturity date of January 30, 2019 .

The note was booked

with a debt discount of the full principal balance of $ 230,000 , plus an excess amount booked to interest in the amount of $ 27,957 , as

of March 31, 2019.

Purchase of reserves-in-place

as of March 31, 2015

Purchase of reserves-in-place

Balance as of March 31, 2016

Purchase of reserves-in-place

as of March 31, 2017

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

Measure of Discounted Future Net Cash Flows

following schedule presents the standardized measure of estimated discounted future net cash flows from the Company's proved reserves

for the fiscal years ended March 31, 2017 and 2016.

Estimated future cash flows are based on independent reserve data.

the standardized measure of future net cash flows was prepared using the prevailing economic conditions existing at March 31,

2017 and 2016, it should be emphasized that such conditions continually change.

Accordingly, such information should not serve

as a basis in making any judgment on the potential value of the Company's recoverable reserves or in estimating future results

of operations.

production revenue

production costs

development costs

cash flows before income taxes

net cash flows

of discounting future annual cash flows at 10%

measure of discounted net cash flows

weighted average oil wellhead price used in computing the Company's reserves were $42.36 per bbl and $42.10 per bbl at March 31,

2017 and 2016, respectively.

The weighted average gas wellhead price used in computing the Company's reserves were $2.06 and $1.824

/mmbtu at March 31, 2017 and 2016, respectively.

The oil and gas pricing were calculated using the arithmetic average of the price

on the first day of each month that was received for each property during the previous fiscal year.

These prices were

held constant throughout the economic life of the properties.

Previous year run checks were used to determine the actual

prices received.

following schedule contains a comparison of the standardized measure of discounted future net cash flows to the net carrying value

of proved natural gas and oil properties at March 31, 2017 and 2016:

measure of discount future net cash flows

natural oil and gas property, net of accumulated

depreciation, depletion, and amortization, including

measure of discount future net cash flows in excess of net carrying value of proved natural oil and gas properties

BOTANICAL, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2017 AND 2016

SUBSEQUENT EVENTS

Company has reviewed the subsequent event through the date of this report.

Below are our subsequent events:

January 29, 2018 the Company executed a Promissory Note between the Company and Carebourn Capital, LLC in the amount of $230,000.

March 21, 2018 the Board of Directors and a majority of the Company's shareholders approved an amendment to our Articles of Incorporation

to change the Company's name to Groove Botanicals, Inc.

We filed an amendment to our Articles of Incorporation with the State

of Nevada on May 18, 2018.

Our Company’s new name reflects our new corporate direction as a consumer health products company

dedicated to improving people’s health and well-being.

We will assemble a portfolio of assets via royalty agreements, equity

investments, and licensing agreements, as well as develop our own proprietary CB3 skin care products.

Our products will contain

premium hemp extracts with a broad range of cannabinoids, including cannabidiol (CBD).

CBD is a cannabinoid compound naturally

derived from the hemp plant.

It is not a drug and has no intoxicating effects, but has a long history of natural uses.

breakthroughs in research have shown the powerful health benefits of CBD on the body.

CBD is also rich in vitamins A, B, D, and

E, antioxidants, and fatty acids, all of which dramatically improve skin health.

When applied topically to the skin, CBD has been

shown to reduce inflammation, retain skin moisture levels, reduce cellular damage, inhibit oil production leading to breakouts,

and protect skin from free radicals that damage collagen and elastin.

As of March 31, 2021, this entire debt discount had been amortized.

On June 3, 2021 a settlement agreement reached,

in which the prior $230,000 convertible note, as well as approximately $72,458 of related interest was settled into a new convertible

debt of $ 54,650 , a contingent liability of $ 95,350 , and two cash payments of $ 50,000 each to the note holder, which were made on July

20, 2020, and March 10, 2021.

The convertible debt portion in the amount of $ 54,650 had no interest accrual and had a variable conversion

price per share of a 60% discount to the average of the previous five-day trading closing bid price.

The contingent liability was booked

as such due to its settlement being contingent upon the Company making the settlement payment hereafter mentioned.

This transaction resulted

in a gain on debt extinguishment of approximately $ 52,000 in fiscal year ended March 31, 2022.

Further, there was also an amendment of the

settlement agreement on June 3, 2022, the Company satisfied its fully outstanding convertible debts and related contingent liability via

settlement payment of $ 125,000 , this resulted in a gain on the settlement of debt in the amount of $ 25,000 .

During the fiscal year ended March 31, 2023,

the debt was paid in full.

(b) Convertible notes payable consists of a $ 40,000 Convertible Promissory Note issued

on March 5, 2021, by management to a third party in exchange for professional services.

Beginning on the issuance date of this note, the

outstanding principal balance of this note shall bear annual interest at 10%, with interest commencing on the sixth month anniversary

of the Issuance Date.

The note has a maturity date of June 30, 2022 .

Additionally, the note has a fixed conversion feature

of $ 0.02 per share, and therefore the Convertible Note is measured at the net of Debt Discount, calculated based off its Beneficial Conversion

The note was booked with a debt discount of the full principal balance of $ 40,000 .

As of June 30, 2022, this entire debt discount

had been amortized.

Further on March 7, 2022, the Company issued

additional convertible promissory note in the amount of $ 60,000 , with a maturity date of March 7, 2023 , an annual interest rate of 10 %

and a fixed conversion price of $ 0.02 per share, in exchange for consulting services.

The convertible amount is accounted for based off

the outstanding principal and related interest pertaining to the portion convertible debt instrument being converted, multiplied by the

previously specified conversion rate.

On July 18, 2022, a Letter Agreement was drafted

between the Company and the debtholder, which establishes the settlement of these debts once the Company’s Form 10 goes effective.

On January 23, 2023 the Company and the convertible note holder mutually agreed to settle any and all amounts owed pursuant to 1) the

Consulting Agreement and Convertible Promissory Note in the amount of $ 40,000 dated March 5, 2021;

and 2) the Consulting Agreement and

a Convertible Promissory Note in the amount of $ 60,000 dated March 7, 2022;

3) all interest accrued through settlement date, as follows:

$10,000.00 to be paid to Hymers upon execution of this Agreement, with an additional payment of $40,000 30 days after GRVE’s Form

10 has gone effective.

$10,000 was paid on January 24, 2023.

was paid on December 31, 2023.

This resulted in a gain on the settlement of debt in the amount of $ 71,242 including

interest forgiven of $ 21,242 .

March 31, 2024 and March 31, 2023, the balance of the convertible note was $ 0 and $ 90,000 , respectively.

of $ 45,000 , with an annual interest rate of 8 % and a variable conversion price per share of a 40% discount to the average of the previous

three-day trading closing bid price, in exchange for professional and legal services to be rendered.

The convertible amount is accounted

for based off the outstanding principal and related interest pertaining to the portion convertible debt instrument being converted, multiplied

by the previously specified conversion rate.

Also, as part of this agreement, common stock was granted equal to 14.9% of the outstanding

common shares at the time of issuance, and the stock was transferred in three equal parts to affiliates holding the note;

this transaction

is detailed in the next paragraph.

The note has a maturity date of March 31, 2023.

The Company has made a total repayment of $ 20,000 on

this debt as of December 31, 2022.

On March 28, 2023, the Company and the convertible promissory note holder mutually agreed to settle

the outstanding convertible note issued on March 23, 2021, in the original amount of $ 45,000 , with a remaining balance of $25,000 plus

outstanding amount of $5,000 in accounts payable and all accrued interest for $ 5,000 .

The $ 5,000 was wired on March 29, 2023.

This transaction

resulted in a gain on debt extinguishment of approximately $ 29,570 in the fiscal year ended March 31, 2023.

Per agreements dated August 5, 2021, the Company

issued 6,000,000 shares of common stock, 2,000,000 each to three different parties, in exchange for consulting services.

were issued with a value of $ 0.02 per share.

These issuances were pertaining to the July 23, 2021 convertible note specified in the previous

(d) On October 1, 2021, the Company issued a convertible promissory note in the amount

of $ 50,000 , with an annual interest rate of 5 % and a fixed conversion price of $ 0.02 per share, in exchange for $ 50,000 received.

note had a maturity date of September 30, 2022.

The note was booked with a debt discount of the full principal balance of $ 50,000 .

of September 30, 2022, the full $ 50,000 of the debt discount has been amortized.

Per a board resolution dated February 21, 2023, and corresponding

notice of conversion dated February 22, 2023, all debt including principal in the amount of $ 50,000 and interest payable in the amount

of $ 3,342 related to this convertible note was converted to 2,750,000 shares of common stock, with the conversion effective as of January

The Company recorded the fair market value of the interest portion of the debt

settled with stock as interest expense of $7,157 on settlement date.

The Company had a convertible note payable

of $ 0 and $ 0 outstanding as of the years ended March 31, 2024, and 2023, respectively.

The Company had convertible notes payable of $0 and $90,000 as of March 31, 2024

and 2023, respectively as detailed below:

Schedule of convertible note payable

Beginning Balance

Debt extinguished per settlement

Conversion of notes payable into common stock

Amortization of discounts

Convertible notes payable, net (Ending Balance)

Below is the summary of the principal balance and debt discounts as of March 31,

Schedule of convertible promissory notes

Initial Note Principal Balance

Debt Discounts

as of Issuance

Debt Discounts as of March 31, 2024

Robert Hymers III

Robert Hymers

Remaining note principal balance

Total convertible promissory notes, net

Below is the summary of the principal balance and debt discounts as of March 31,

Initial Note Principal Balance

Debt Discounts

as of Issuance

Debt Discounts as of March 31, 2023

Robert Hymers III

RaiseRight LLC

Robert Hymers

Westworld Financial Capital, LLC

Remaining note principal balance

Total convertible promissory notes, net

NOTE 7 – PREFERRED STOCK

The 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, 2024 and 2023, there were 100 and 1,983 shares issued and outstanding for Series A Preferred

Stock and Series B Preferred Stock, respectively.

Series 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 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 the 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

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 fiscal year ended March 31, 2024, the holder of the Series A preferred shares

accrued $ 40,000 in preferred dividends from the Series A preferred shares.

Series 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

All accrued dividends on the Series B have been 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 fiscal year ended March 31, 2024, the holder

of the Series B preferred shares accrued $ 178,468 , in preferred dividends from the Series B preferred shares.

NOTE 8 – COMMON STOCK

The Company is authorized to issue 200,000,000 shares

of Common Stock, with a par value of $ 0.001 .

On April 8, 2022, the Company

issued 500,000 shares of common stock, 250,000 each to two separate parties, of which it had previously committed in exchange for $ 10,000

it had received, $5,000 from each party, received on March 22, 2022.

On April 8, 2022, the Company

issued 2,500,000 shares of common stock, of which it had previously committed in exchange for $ 40,000 it had received on March 23,

On October 4, 2022, the Company

issued 150,000 shares of common stock in exchange for $ 3,000 received.

On October 4, 2022, the Company

issued 250,000 shares of common stock in exchange for $ 4,963 received.

On December 1, 2022, the Company

issued 500,000 shares of common stock in exchange for consulting services.

These shares were issued with an approximate value of $ 0.0598

per share, based on the fair market value as of their date of issuance.

On December 1, 2022, the Company issued 1,500,000 shares

of common stock to three different parties in the amounts of 1,000,000, 250,000, and 250,000, in exchange for $ 29,970 received.

On December 1, 2022, the Company

issued 250,000 shares of common stock in exchange for $ 4,970 received.

On January 31, 2023, the

Company issued 2,750,000

shares of common stock for conversion of debt including principal and interest.

For more details, see Note 6(d).

On February 21, 2023, the

Company issued 50,000 shares of common stock for website and social media services.

These shares were issued with a value of $ 0.08 per

On April 15, 2023, the Company

issued 1,000,000 shares of common stock in exchange for consulting services.

These shares were valued at $ 0.783 per share, the fair market value on the date of issuance.

On December 20, 2023, the

Company issued 1,000,000 shares of common stock in exchange for $ 20,000 in cash proceeds.

The Company had 59,643,062 and 57,643,062 shares

of common stock issued and outstanding as of March 31, 2024, and March 31, 2023, respectively.

NOTE 9 – DERIVATIVE FINANCIAL INSTRUMENTS

The fair value of derivative instruments

is recorded and shown separately under liabilities.

Changes in the fair value of derivatives liability are recorded in the consolidated

statement of operations under other (income) expense.

Our Company evaluates all of its

financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.

For derivative

financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is

then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations.

For stock-based

derivative financial instruments, the Company uses Black-Scholes Option Pricing model to value the derivative instruments at inception

and on subsequent valuation dates.

The classification of derivative instruments, including whether such instruments should be recorded

as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative instrument liabilities are classified in the

balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within

12 months of the balance sheet date.

Schedule of derivative instruments

in statement of financial position fair value

Annual Dividend Yield

$ 0.025 - $ 0.069

Exercise Price

$ 0.018 - $ 0.035

Expected Life (Years)

Risk-Free Interest Rate

0.04 % - 0.52 %

Expected Volatility

224 % - 422 %

Fair value of the derivative is summarized

Schedule of fair value of the derivative

Beginning Balance, March 31, 2022

Mark-to-Market

Cancellation of Derivative Liabilities Due to Cash Repayment

Ending Balance, March 31, 2023

COMMITMENTS AND CONTINGENCIES

As of March 31, 2024, and 2023, the Company has

a month-to-month verbal lease agreement with the landlord, in which the Company pays $1,200 on a monthly basis.

On January 30, 2018, the Company issued a $ 230,000

Convertible Promissory Note to a third party in exchange for cash.

Subsequently there was a settlement agreement on June 3, 2021, in which

the Company recognized an outstanding convertible debt and related contingent liability pertaining to an outstanding settlement in the

amount of $ 54,650 and $ 95,350 , respectively.

This recognition came as part of a settlement agreement reached on June 3, 2021, in which

the prior $230,000 convertible note, as well as approximately $72,458 of related interest was settled into a new convertible debt of $54,650,

a contingent liability of $95,350, and two cash payments of $50,000 each to the note holder, which were made on July 20, 2020, and March

This transaction resulted in a gain on debt extinguishment of approximately $ 52,000 in fiscal year ended March 31, 2022.

convertible debt portion has no interest accrual and has a variable conversion price per share of a 60% discount to the average of the

previous five-day trading closing bid price.

On June 3, 2022, the Company received a loan from a related party in the amount of $ 125,000 .

There funds were wired to the Company to help it reach settlement of the debts described earlier within this paragraph.

On June 3, 2022, the Company satisfied the convertible

debt and related contingent liability mentioned in the preceding paragraph in the amounts of $ 54,650 and $ 95,350 , respectively, via a

settlement payment of $ 125,000 , this resulted in a gain on the settlement of debt in the amount of $ 25,000 .

In the normal course of business, we are subject

to potential claims and disputes related to our business, including disputes with third parties over financing arrangements, as well

as over service agreements with contractors.

Some of these matters may be covered by our insurance and risk management programs or may

result in claims or adjustments with our carriers.

Management does not believe that the outcome of any of the legal proceedings to which

the Company is a party will have a material adverse effect on its financial position or results of operations.

NOTE 11 – SUBSEQUENT EVENTS

Management 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 other

than as set out below.

On July 29, 2024, Mr.

Douglas Barton resigned as a director

of the Company.

Barton did not resign due to any dispute or disagreement with the Company or its practices.

On July 30, 2024, the Company and

Kent Rodriguez, CEO and sole director, agreed to extend the term of an Employment Contract originally entered into on April 1, 2020

expiring March 31, 2024, for a further two year term to March 31, 2026, retroactive to April 1, 2024.

The agreement designates monthly

payments to Kent Rodriguez in the amount of $4,000 or $48,000 per year.

(2) Financial Statement Schedules .

Schedules 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.

(3) Exhibits .

The following exhibits are filed with this Annual Report on

Form 10-K or are incorporated herein by reference, as indicated.

Exhibit Number

Exhibit Description

Articles of Incorporation *

Articles of Merger *

Agreement and Plan of Merger *

Amended Articles of Incorporation *

Amended and Restated Certificate of Incorporation of the Registrant *

Bylaws of the Registrant *

Certificate of Designation of Series and Determination of Rights and Preferences of Series A Convertible Preferred Stock *

Certificate of Designation *

Amendment to Certificate of Designation After Issuance of Class or Series dated 3/14/2014 *

Amendment to Certificate of Designation After Issuance of Class or Series dated 01/12/2018 *

Convertible Promissory Note Between Groove Botanicals, Inc.

and Robert L.

Hymers, III Dated March 5, 2021 *

Convertible Redeemable Note Between Groove Botanicals, Inc.

and Robert L.

Hymers, III Dated March 7, 2022 *

Letter Agreement Between Groove Botanicals, Inc.

and Robert L.

Hymers, III Dated July 18, 2022 *

Letter Agreement between Groove Botanicals, Inc.

and Kent Rodriguez, CEO

List of Subsidiaries

Certification of the Chief Executive and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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)

The following financial statements from the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, 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.

INLINE 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)

INLINE XBRL TAXONOMY EXTENSION SCHEMA

INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE

INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

COVER PAGE INTERACTIVE DATA FILE (FORMATTED AS INLINE XBRL AND CONTAINED IN EXHIBIT 101)

________________

* Incorporated by reference to a previously filed

exhibit or report.

Form 10-K Summary

Pursuant to the requirements of Section 13 or 15(d) of the

Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly

GROOVE BOTANICALS INC.

August 15, 2024

/s/ Kent Rodriguez

Kent Rodriguez

President, Secretary, Treasurer and Director

(Principal Executive Officer)

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act

of 1934, this report is signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Kent Rodriguez

President, Secretary, Treasurer and Director

August 15, 2024

Kent Rodriguez

(Principal Executive Officer)

(Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures