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Item 1. Financial Statements

2024-11-14 compared with 2024-08-22 · 262 added, 277 removed, 148 unchanged (78% of the section changed)

1 unchanged sentence

Groove Botanicals, Inc.

Consolidated Balance Sheets

Condensed Consolidated Balance Sheets

September 30,

Current Assets:

8 unchanged sentences

Convertible Notes Payable

Dividend payable, related parties

Dividends payable

Dividends payable, related party

Total Current Liabilities

2 unchanged sentences

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

100 shares issued and outstanding as of June 30, 2024, and March 31, 2024

100 shares issued and outstanding as of September 30, 2024, and March 31, 2024

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

1,983 shares issued and outstanding as of June 30, 2024, and March 31, 2024

1,983 shares issued and outstanding as of September 30, 2024, and March 31, 2023

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

and 59,643,062 shares issued and outstanding as of June 30, 2024, and March 31, 2024

and 59,643,062 shares issued and outstanding as of September 30, 2024, and March 31, 2024, respectively

Additional paid-in capital

4 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

The accompanying notes are an integral part of these consolidated

financial statements.

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

Groove Botanicals, Inc.

Consolidated Statements of Operations

For the Three Months Ended

Selling, General and Administrative Expenses

Condensed Consolidated Statements of Operations

Three Months ended

Six Months ended

September 30,

Selling, General and

Administrative Expenses

Legal and Professional Expenses

3 unchanged sentences

Other Income (Expense)

Interest Income (Expense)

Interest Expense

Total Other Income (Expense)

$ ( 156,272 )

Dividend on Preferred Stock

Net (loss) attributable to common shareholders

Dividends on Preferred Stock

Loss attributed to common stockholders

$ ( 175,607 )

Basic and diluted loss per common share

$ ( 265,507 )

Basic and Diluted Earnings (Loss) per Common Share

Weighted Average Common Shares Outstanding – Basic and diluted

The accompanying notes are an integral part of these consolidated

financial statements.

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements

Groove Botanicals, Inc.

Consolidated Statements of Stockholders’ Equity

For the Three Months Ended June 30, 2024, and 2023

Condensed Consolidated Statements of Stockholders’ Equity

Preferred Stock

1 unchanged sentence

Balance, March 31, 2024

$ ( 34,426,718 )

$ ( 438,298 )

Issuance of Stock for Consulting

Accrued dividend to related party

Balance, June 30, 2024

$ ( 34,607,563 )

$ ( 540,843 )

Accrued dividend to related party, Series A Preferred Stock

Accrued dividend to Series B Preferred Stock

Balance September 30, 2024

Preferred Stock

1 unchanged sentence

Balance, March 31, 2023

$ ( 34,847,277 )

$ ( 760,557 )

Issuance of Stock for Consulting

Accrued dividend to related party

Balance, June 30, 2023

$ ( 34,938,433 )

$ ( 851,713 )

The accompanying notes are an integral part of these consolidated

financial statements.

Accrued dividend to related party, Series A Preferred Stock

Accrued dividend to Series B Preferred Stock

Balance September 30, 2023

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

Groove Botanicals, Inc.

Consolidated Statements of Cash Flows

the Three Months Ended

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended

September 30,

Cash Flow From Operating Activities

5 unchanged sentences

Changes in working capital

Decrease in Prepaid Expenses

Increase in Accounts Payable and Accrued Liabilities

Increase (Decrease) in Prepaid Expenses

Increase (Decrease) in Accounts Payable and Accrued Liabilities

Net Cash Used in Operating Activities

8 unchanged sentences

Net cash paid for:

The accompanying notes are an integral part of these consolidated

financial statements.

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2024 AND

NOTE 1 - ORGANIZATION AND OPERATIONS

31 unchanged sentences

acquisition in this space.

On July 29, 2024, Mr.

Barton resigned as a director of the Company.

Barton did not resign due to any dispute or disagreement with the Company or its practices.

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 June 30, 2024 and 2023, were derived from the Company’s consolidated

financial statements at that date.

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.

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 June 30, 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.

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

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

7 unchanged sentences

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

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 statement.

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator)

by the weighted average number of shares outstanding (denominator) during the period.

Diluted EPS gives effect to all dilutive potential

common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.

In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from

the exercise of stock options or warrants.

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

As the Company has continued to report

operating losses for the periods covered by this report, the impact of potentially dilutive securities would be 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.

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

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.

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

The Company recognizes interest and/or penalties related to unrecognized tax benefits as a component of income tax expense.

Beneficial Conversion Feature

17 unchanged sentences

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.

In August 2020, the FASB issued

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 2020-06”).

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 accounting

impact will be a reclassification from Additional Paid-In Capital to Retained Earnings.

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

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.

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.

ASU 2023-07 is effective

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

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.

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

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 $ 36,539 and $ 126,227 for the three-month periods ended June 30, 2024, and

2023, respectively.

The Company’s accumulated deficit was $ 34,938,433 and $ 34,847,277 as of June 30, 2024, and March 31, 2024, 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.

In March 2024, the SEC adopted

the final rule under SEC Release No.

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 these rules.

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

NOTE 3 - GOING

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 $ 66,372 and $ 156,272 for the six-month

periods ended September 30, 2024, and 2023, respectively.

The Company’s accumulated deficit was $ 35,022,884 and $ 34,847,277 as

of September 30, 2024, and March 31, 2024, 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.

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 June 30, 2024, the Company’s cash consisted

of non-restricted cash.

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company had a related party payable of $ 486,751

and $ 453,057 outstanding as of June 30, 2024, and March 31, 2024, 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.

The Company considers all

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

As of September 30, 2024,

the Company’s cash consisted of non-restricted cash.

NOTE 5 – RELATED

PARTY TRANSACTIONS

The Company had related party

payables of $ 544,970 and $ 453,057 as of September 30, 2024 and March 31, 2024, respectively.

These amounts consist of funds

contributed by the management for the purpose of providing financing during periods of low or negative cashflow in order to cover essential

costs of continuing operations, as well as funds payable to management as compensation.

On an annual basis the Company accrues $48,000

of wages payable to its CEO, Kent Rodriguez, under the terms of a four-year employment agreement entered into April 1, 2020, which

designates monthly payments due Mr.

Rodriguez in the amount of $4,000.

On July 30, 2024, the Company and Mr.

Kent Rodriguez, 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

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 during the fiscal year

ended March 31, 2023.

During the three months period ended June 30, 2024 and 2023,

the Company accrued $ 10,000 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.

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

NOTE 6 – CONVERTIBLE NOTES PAYABLE

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.

Kent Rodriguez agreed to

extend the term of this Employment Contract, which expired on March 31, 2024, for a further two-year term to March 31, 2026, retroactive

to April 1, 2024, on the same terms and conditions.

These payables and cash advances accrue no interest and have no maturity date.

each of the three and six months ended September 30, 2024 and 2023 salary of $ 12,000 and $ 24,000 , respectively were accrued for Mr.

During each of the three-and

six-month periods ended September 30, 2024, and 2023, the Company accrued $ 10,000 and $ 20,000 , respectively 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

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 Features.

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 Features.

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

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

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.

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:

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

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;

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

paid on December 31, 2023.

$ 40,000 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 , during the fiscal year ended March 31, 2024.

30, 2024 and March 31, 2024, the balance of the convertible note was $ 0 .

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 June 30, 2024 and March 31, 2024, 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 three months period ended June 30, 2024 and 2023, the holder of the Series

A preferred shares accrued $ 10,000 in preferred dividends from the Series A preferred shares.

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2024 AND 2023

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.

As of September 30, 2024 and

March 31, 2024, the balance of the convertible note was $ 0 .

NOTE 7 – PREFERRED

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 September 30, 2024, and March 31, 2024, 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

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 dividends.

Currently the value of the liquidation preference is $ 500,000 , the amount of debt that the related

party converted into the preferred stock.

If this Preferred Stock were to be redeemed by the holder, it would result in an aggregate of

the $500,000 liquidation preference, on a per share basis, this would equal $ 5,000 per share.

The Company and Series A Preferred

Holder agreed to forgive all accrued interest and arrearages in preferred share dividends of Series A Preferred Stock through March 31,

Dividends began to accrue on the Series A Preferred Stock as of April 1, 2023.

During each of the three- and six-month periods ended

September 30, 2024 and 2023, the holder of the Series A preferred shares accrued $ 10,000 and $ 20,000 in preferred dividends from

the Series A preferred shares.

A total of $ 60,000 and $ 40,000 in dividends was outstanding at September 30, 2024 and March 31, 2024, respectively.

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 action.

All accrued dividends on the Series B were settled through March 31, 2023, and none remained outstanding

at March 31, 2023.

Dividends began to accrue on the Series B Preferred Stock as of April 1, 2023.

During the three months period ended June 30, 2024 and

2023, the holder of the Series B preferred shares accrued $ 54,617 and $ 54,618 , respectively, 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 .

The Company had 59,643,062 shares of common stock

issued and outstanding as of June 30, 2024 and March 31, 2024.

Shares issued in the three months ended June

There were no shares issued during the three month

period ended June 30, 2024.

Shares issued in the three months ended June

During each of the three and six-month

periods ended September 30, 2024 and 2023, the holders of the Series B preferred shares accrued $ 44,617 .50

and $ 89,235 , respectively, in preferred dividends from the Series B preferred shares.

A total of $ 267,705 and $ 178,470 in dividends

was outstanding at September 30, 2024 and March 31, 2024, respectively.

NOTE 8 – COMMON

The Company is authorized

to issue 200,000,000 shares of Common Stock, with a par value of $ 0.001 .

The Company had 59,643,062 shares

of common stock issued and outstanding as of September 30, 2024, and March 31, 2024.

Shares issued in the six

months ended September 30, 2024:

There were no shares issued

during the six-month period ended September 30, 2024.

Shares issued in the six

months ended September 30, 2023:

On April 15, 2023, the Company

issued 1,000,000 shares of common stock in exchange for consulting services.

These shares were valued at $ 0.0783 per share, the fair market

value on the date of issuance.

COMMITMENTS AND CONTINGENCIES

As of June 30, 2024, the Company has a month-to-month

verbal lease agreement with the landlord, in which the Company pays $1,200 on a monthly basis.

NOTE 10 – 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.

These shares were valued at $ 0.0783 per share,

the fair market value on the date of issuance.

AND CONTINGENCIES

As of September 30, 2024,

the Company has a month-to-month verbal lease agreement with the landlord, in which the Company pays $1,200 on a monthly basis.

NOTE 10 – SUBSEQUENT

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.

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-Q

Item 1. Financial Statements