What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-07-16 compared with 2024-08-15 · 174 added, 413 removed, 592 unchanged (50% of the section changed)

133 unchanged sentences

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

This agreement shall continue for four years until March

This agreement continued for four years until March 31,

2024 and was renewed for a further term on expiry.

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

(1) Included in other compensation are accrued dividends for Mr.

Rodriguez ownership

of 100% of the Company’s Series A Preferred shares and 18.6% of the Company’s Series B preferred shares.

Outstanding Equity Awards at Fiscal

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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;

The following table sets forth, as

of March 31, 2025, 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

all of our current executive officers, and directors as a group.

In the table below, percentage ownership

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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

Name of Beneficial Owner

5% or Greater Stockholders

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62,081,840 (1)

Douglas Barton, Director (3)

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

All directors, directors nominees and executive officers as a group ( 1person):

62,081,840 (1)

(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,

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 held by Mr.

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

Securities Authorized for Issuance

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Director Independence

During fiscal 2024 and 2023 we had

one independent director, Douglas Barton.

During fiscal 2025, to July 29, 2024

and 2024 we had one independent director, Douglas Barton.

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

As at July 29, 2024, we did not have any independent directors.

Related Transactions

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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.

During the fiscal year ended March 31, 2025 and 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

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.

The Company further accrued $33,195 in preferred dividends

Rodriguez’ ownership of 18.6% of the Series B Preferred Shares in the years ended March 31, 2025 and 2024, respectively.

Principal Accounting Fees and Services

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

Rao is the current auditor

for the Company for the fiscal year ending March 31, 2025.

Fees Billed to the Company

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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.

Madhava Rao, for professional services rendered for the fiscal year ended March 31, 2025 and March 31, 2024.

March 31, 2025

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Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

August 14, 2024

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

July 15, 2025

Audit Committee/Board of Director

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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 of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

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obtaining confirmation from related party.

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

served as the Company’s auditor since 2024.

Madhava Rao , Chartered Accountant

Bangalore, India

August 14, 2024

July 15, 2025

Groove Botanicals, Inc.

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Accounts Payable and Accrued Liabilities

Interest Payable

Related Party Payable

Convertible Notes Payable

Dividend payable, related parties

Dividends payable

Dividends payable, related party

Total Current Liabilities

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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

and 59,643,062 shares issued and outstanding as of March 31, 2025, and March 31, 2024

Additional paid-in capital

3 unchanged sentences

Total stockholder’s equity

( 1,109,861 )

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

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Other Income (Expense)

Amortization of Debt Discount

Change in Derivative Liability

Gain on Settlement of Debt

Interest Income (Expense)

Miscellaneous Other Income (Expense)

Total Other Income (Expense)

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Balance, March 31, 2023

$ ( 34,305,992 )

$ ( 454,935 )

Issuance of Stock for Cash Received in Prior Period

( 3,000,000 )

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

Accrued dividend

Balance, March 31, 2024

$ ( 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

8 unchanged sentences

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

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Changes in working capital

(Increase) Decrease in Accounts Receivable

Increase in Prepaid Expenses

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Repayment of Outstanding Convertible Debt

Repayment of Outstanding Contingent Liability

Funds received for Issuance of Common Stock

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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

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acquisition in this space.

On July 29, 2024, Mr.

Douglas Barton resigned as a director

of the Company.

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.

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 March 31, 2025 and 2024, 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.

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.

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

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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

operating losses for the periods covered by this report, the impact of potentially dilutive securities would be anti-dilutive and therefore

is not presented.

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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

Recent Accounting Standard Adopted :

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.

(“ASU”) 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable

segments in annual and interim financial statements, including additional, more detailed information about a reportable segment’s

The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning

after December 15, 2024.

The Company adopted ASU 2023-07 for the year ended March 31, 2025 retrospectively to all periods presented in

the financial statement.

The adoption of this ASU had no impact on reportable segments identified and had no effect on the Company’s

financial position, results of operations, or cash flows.

Recent Accounting Standard Not Yet Adopted :

In December 2023, the Financial Accounting Standards Board

issued Accounting Standards Update (“ASU”) 2023-09 – Improvements to Income Tax Disclosures, which enhances the transparency

and decision usefulness of income tax disclosures.

The standard is effective for public companies for annual periods beginning after December

Early adoption is available.

The Company is still evaluating the full extent of the potential impact of the adoption of ASU

2023-09, but believes it will not have a material impact on its financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, – Income

Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement

Expenses (“ASU 2024-03”).

This ASU requires disclosures about specific types of expenses included in the expense captions

presented on the face of the statement of operations as well as disclosures about selling expenses.

The standard is effective for annual

reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

The requirements

will be applied prospectively with the option for retrospective application.

Early adoption is permitted.

The Company will evaluate the

full extent of the adoption of ASU 2024-03, but believes it will not have a material impact on its consolidated financial statements and

NOTE 3 – GOING CONCERN

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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.

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, 2025, 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,

The Company had related party payables of $ 608,833 and

$ 453,057 as of March 31, 2025 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 .

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.

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.

in the amount of $4,000.

On July 30, 2024, the Company and Mr.

Kent Rodriguez agreed to extend the term of this Employment Contract, which

expired on March 31, 2024, for a further two-year term to March 31, 2026, retroactive to April 1, 2024, on the same terms and conditions.

During each of the fiscal years ended March 31, 2025, and

2024, the Company accrued $40,000 in preferred dividends from the Series A preferred shares to Mr.

Kent Rodriguez, the sole shareholder

of the Series A Preferred shares.

Upon conversion the number of shares of common stock to be exchanged for the Series A Preferred shares

shall equal 51% of the then fully diluted issued and outstanding common stock at the time of conversion.

Further the Company accrued dividends

of $ 33,195 in each of the fiscal years ended March 31, 2025, and 2024 with respect to 18.6% of the Series B Preferred shares controlled

by Kent Rodriguez.

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.

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

Convertible notes payable consisted 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 had 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.

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;

30, 2022, this entire debt discount had been amortized.

Further, on March 7, 2022, the Company issued an 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.

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.

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

$ 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

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.

As of March 31, 2025 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 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.

The Company is authorized to issue 1,000,000 shares of Preferred

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, 2025, 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

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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.

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

In addition, on January 12, 2018, the Company and the Series

A Holder agreed to forgive all accrued interest to date on Series A, and to pause any accruals until April 1, 2023.

The Series A Convertible

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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.

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, 2025, and 2024, the holder of the Series

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

A total of $ 80,000 and $ 40,000 in dividends

was outstanding at March 31, 2025 and March 31, 2024, respectively.

Series B Preferred Stock holds designations of being ranked

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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

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

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

During the fiscal year ended March 31, 2025 and 2024, the holder

of the Series B preferred shares accrued $ 178,468 , in preferred dividends from the Series B preferred shares.

A total of $ 356,940 and

$ 178,470 in dividends was outstanding at March 31, 2025 and March 31, 2024, respectively.

NOTE 8 – COMMON STOCK

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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.

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

issued and outstanding as of March 31, 2025, and March 31, 2024.

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.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

As of March 31, 2025, 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.

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.

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.

(2) Financial Statement Schedules .

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________________

* Incorporated by reference to a previously filed

exhibit or report.

* Incorporated by reference to a previously filed exhibit

Form 10-K Summary

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GROOVE BOTANICALS INC.

August 15, 2024

July 15, 2025

/s/ Kent Rodriguez

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(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.

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

July 15, 2025

Kent Rodriguez

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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