Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
The financial statements required by this Item 8 are included
in this Annual Report beginning on page F-1.
Item 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.
On May 8, 2024, the Board of Directors of Groove Botanicals
Inc. (the “Company”) approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent
registered public accounting firm. On May 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had
settled charges against BF Borgers that it failed to conduct audits in accordance with the standards of the Public Company Accounting
Oversight Board (the “PCAOB”). As part of the settlement, BF Borgers agreed to a permanent ban on appearing or practicing
before the SEC (the “Ban”). As a result of BF Borgers’ settlement with the SEC, the Company dismissed BF Borgers as
its independent accountant.
The reports of BF Borgers on the Company’s consolidated
financial statements for the fiscal years ended March 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating
to the Company’s ability to continue as a going concern. The Company had not yet engaged a report from BF Borgers for our fiscal
year ended March 31, 2024 as of the date of the Ban.
During the fiscal years ended March, 2023 and 2022, and through
the date of termination, May 8, 2024, there were no “disagreements” with BF Borgers on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of
BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years.
During the fiscal years ended March 31, 2023 and 2022, and through May 8, 2024, there have been no “reportable events” (as
defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal
control over financial reporting as disclosed in the Company’s Annual Report.
The U.S. Securities and Exchange Commission (the “SEC”)
has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company
may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s
Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections
4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing
Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.
On June 13, 2024, the Board of Directors 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. During the fiscal years ended March 31, 2024 and 2023 and through June 13, 2024, date of engagement, neither the Company, nor anyone
on its behalf, consulted Rao regarding either (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company,
and no written report or oral advice was provided to the Company by Rao that was an important factor considered by the Company in reaching
a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement"
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K).
11
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.