What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-08-15 compared with 2014-10-31 · 743 added, 1300 removed, 35 unchanged (98% of the section changed)

Controls and Procedures.

principal executive and financial officers, after evaluating the effectiveness of our "disclosure controls and procedures"

(as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of March 31, 2012, have concluded that as

of March 31, 2014, our disclosure controls and procedures were effective to provide reasonable assurance that information required

to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our

management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure, and

(ii) is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.

have been no changes in our internal controls or in other factors that could affect these controls during or subsequent to the

end of the period covered by this report.

Management’s

Annual Report on Internal Control Over Financial Reporting

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

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

Our internal control over financial reporting is

a process designed to provide reasonable assurance with respect to the reliability of financial reporting and the preparation

and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles

and includes those policies and procedures which:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions

of our assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations

of our management and directors;

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets

that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

management assessed the effectiveness of our internal control over financial reporting as of March 31, 2014 based upon the criteria

set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

Annual Report does not include an attestation report of our registered public accounting firm with respect to internal control

over financial reporting.

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

to temporary rules of the Securities and Exchange Commission which permit us to provide only our management’s report in

this Annual Report.

believe that our internal controls are effective.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting identified during our year ended March 31, 2013, which

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

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, 2025, 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, 2025.

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, 2025, 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, 2025 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, 2025 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:

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

Chief Executive Officer, President,

Secretary, and Principal Financial Officer

Douglas Barton

Rene Haeusler

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.

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

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

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 sixteen (16) times by written

consent during the fiscal year ended March 31, 2014.

1999, 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 2014.

May 2000, 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 2014.

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, 2014, 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, 2014.

COMPENSATION TABLE

Kent Rodriguez

CEO and President

Rodriguez owns the 100 shares of Preferred Stock outstanding.

These shares pay an 8% dividend.

Rodriguez $38,800 in 2014 and $34,700 in 2013.

The balance due Mr.

as of March 31, 2014 is $41,950.

(2) In 2012, Mr.

was under an employment agreement dated April 1, 2011 that expired on March 31, 2014, 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 ending March

31, 2014, we paid Mr.

Rodriguez $42,400, and accrued $48,000.

During the fiscal year ending March 31, 2013, we

Rodriguez $46,750, and accrued $48,000, The balance due Mr.

Rodriguez as of March 31, 2014 is $207,817.

Equity Awards at Fiscal Year-End as of March 31, 2014

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, 2011 that expired on March 31, 2014, pursuant to which he

was compensated at an annual rate of 48,000.

We extended this agreement for another year.

During the fiscal year

ending March 31, 2014, we paid Mr.

Rodriguez $42,400, and accrued $48,000.

During the fiscal year ending March 31,

2014, we paid Mr.

Rodriguez $46,750, and accrued $48,000.

The balance due Mr.

Rodriguez as of March 31, 2014 is $207,817.

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, 2014 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, 2014, we had a total of 11,658,062

common shares issued and outstanding.

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

payable, or $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 Mr.

Rodriguez in the amount of $4,000 each month.

This agreement continued 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, 2025 and 2024:

Name and Principal Position

Nonequity incentive plan compensation ($)

Nonqualified deferred compensation earnings ($)

All other compensation ($)

Kent Rodriguez, CEO*

Fiscal Year ended March 31, 2025

Kent Rodriguez, CEO*

Fiscal Year ended March 31, 2024

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

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

As of March 31, 2025, there were no outstanding equity

Director Compensation

No compensation was paid to our directors

for services rendered during the years ended March 31, 2025, and 2024.

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

The following table lists, as of March 31, 2025, 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, 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 group.

In the table below, percentage ownership is based on 59,643,062 shares of our Common

Stock issued and outstanding as of March 31, 2025, including dilutive shares available for issue withing 60 days of the date of the Report.

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 Owner

of and Nature Beneficial ownership

of Outstanding Common stock

Kent Rodriguez (1)

310 Fourth Avenue South, Suite 7000

Minneapolis, MN 55415

Douglas Barton

310 Fourth Avenue South, Suite 7000

Minneapolis, MN 55415

310 Fourth Avenue South, Suite 7000

Minneapolis, MN 55415

Rene Häusler (2)

310 Fourth Avenue South, Suite 7000

Minneapolis, MN 55415

Recon Technology, LTD.

Long International Mansion

Bowling Green Station

York, NY 10274

Baumann & Company AG (3)

Dreikonigstrasse

-8002, Zurich, Switzerland

Includes 7,905,375 shares

of Common Stock issuable upon the conversion of 100 shares of Series A Preferred Stock.

Includes 13,334 shares

owned by L’Avenir Finanz AG and 8,522 shares owned by Lawewa International LTD, affiliates of Mr.

Maerki Baumann & Company

AG, holds the shares as custodian on behalf of seventeen (17) of their clients.

5% or Greater Stockholders

Directors and Named Executive Officers

Kent Rodriguez, President, Secretary, Treasurer and Director

62,081,840 (1)

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

62,081,840 (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 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

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"

the years ended March 31, 2014 and 2013, the Company incurred $40,000 in Class A preferred stock dividends, respectively.

March 31, 2014, there is $41,950 in accrued preferred stock dividends payable.

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.

Rodriguez was under an employment agreement dated April 1, 2011 that expired on March 31, 2014, pursuant to which he

was compensated at an annual rate of 48,000.

We extended this agreement for another year.

During the fiscal year

ending March 31, 2014, we paid Mr.

Rodriguez $42,400, and accrued $48,000.

During the fiscal year ending March 31,

2013, we paid Mr.

Rodriguez $46,750, and accrued $48,000.

The balance due Mr.

Rodriguez as of March 31, 2014 is $207,817

PRINCIPAL ACCOUNTANT FEES AND SERVICES

audit fees for the years ended March 31, 2014 and 2013 were as follows:

tax return fees for the years ended March 31, 2014 and 2013 were as follows:

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Restated Articles of Incorporation (Incorporated by reference to

Exhibit 3.1 to Registration Statement on Form SB-2, Registration No.

Restated Bylaws (Incorporated by reference to Exhibit 3.2 to Registration

Statement on Form SB-2, Registration No.

Articles of Incorporation for the State of Nevada.

(Incorporated

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

Articles of Merger for the Colorado

Corporation and the Nevada Corporation (Incorporated by reference to Exhibit 3.4 to Form 10-KSB filed February 2000) *

Bylaws of the Nevada Corporation (Incorporated by reference to

Exhibit 3.5 to Form 10-KSB filed February 2000) *

Specimen of Common Stock (Incorporated by reference to Exhibit

to Registration Statement on Form SB-2, Registration No.

Employment Agreement between the Company

and Kent Rodriguez dated April 1, 2011 *

Promissory Note between the Company and Peter Messerli dated

January 6, 2011, in the amount of $200.000 *

Promissory 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 *

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.

Avalon Oil & Gas, Inc.

October 31, 2014

/s/ Kent Rodriguez

Kent Rodriguez

Executive Officer, President,

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.

October 31, 2014

Kent Rodriguez

Executive Officer, President,

and Principal Financial Officer

October 31, 2014

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

Through July 29, 2024 and during

the entirety of the year ended March 31, 2024 we had one independent director, Mr.

Douglas Barton.

October 31, 2014

Rene Häusler

Barton resigned from the Company’s

board of directors as of July 29, 2024, following which date we have not had any independent directors.

Related Transactions

The Company had a related party payable of $608,833

and $453,057 outstanding 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.

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

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.

Rao is the current auditor

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

Fees Billed to the Company

in fiscal year 2025 and 2025

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, 2025 and March 31, 2024.

March 31, 2025

March 31, 2024

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.

(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, 2025 and 2024

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

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Audit Committee of the

of Directors and Stockholders

Avalon Oil & Gas, Inc.

have audited the accompanying consolidated balance sheets of Avalon Oil & Gas, Inc.

(the “Company”) as of March

31, 2014 and 2013, and the related consolidated statements of operations, cash flows and changes in stockholders’

for the years then ended.

These financial statements are the responsibility of the Company’s management.

Our responsibility

is to express an opinion on these financial statements based on our audits.

conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement.

The Company is not required to have, nor were we engaged to perform, an audit of its

internal control over financial reporting.

Our audits included consideration of internal control over financial reporting as a

basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Committee/Board of Director

Botanicals, Inc.

Fourth Avenue South, Suite 7000

Opinion on the financial statements

We audited the accompanying

balance sheets of Groove Botanicals, Inc.

(“the Company”) as of March 31, 2025 and 2024 and the related statements of operations,

stockholders’ equity, and cash flows for years then ended and the related notes (collectively referred to as “financial statements”) .

In our opinion, the financial statements present fairly, in all material respects, the financial position

of the Company as of March 31, 2025 and 2024, and the results of its operations and cash flows for the years then ended, in conformity

with accounting principles generally accepted in the United States of America.

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 $35,196.581 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 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

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.

An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,

assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial

statement presentation.

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.

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.

our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the

Company, as of March 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended in conformity

with accounting principles generally accepted in the United States of America.

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

As discussed in Note 1, the Company has incurred significant losses from operations since its inception and has a working capital

These conditions 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 1.

The consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

& Pinchuk llp

York, New York

30, 2014 except for revised disclosures in Note 1, which is dated October 15, 2014

Avalon Oil & Gas,

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 $608,833 as of the date of March 31, 2025.

The procedure performed to address the matter included:

obtaining confirmation from related party.

We have served as the Company’s auditor since

Madhava Rao , Chartered Accountant

July 15, 2025

Groove Botanicals, Inc.

Consolidated Balance Sheets

Current Assets:

Cash and cash equivalents

Accounts receivable, net of allowance for doubtful

accounts of $0 and $0

Notes receivable

Deposits and prepaid expenses

Receivables from joint interests, net of allowance

accounts of $136,873 and $140,277

Prepaid Expenses

Total Current Assets

Notes receivable

Unproven oil & gas properties

Producing oil & gas properties, net

Intellectual property rights,

The accompanying notes are

an integral part of these financial statements.

Avalon Oil & Gas,

Consolidated Balance Sheets

Liabilities and Stockholders'

LIABILITIES & STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts Payable and Accrued Liabilities

Accrued payroll - related parties

Related Party Payable

Dividends payable

Accrued liabilities to joint interest

Notes payable - related party

Notes payable, net of discount

Dividends payable, related party

Total Current Liabilities

Notes payable, net of discount

Accrued asset retirement

obligation (ARO) liability

Total Liabilities

Commitments and contingencies

Stockholders’ Equity

Preferred stock, authorized 1,000,000;

$.10 par value

Preferred stock, Series A, $.10 par value, 1,000

shares authorized;

100 shares issued and outstanding

stated at redemption value, as of March 31, 2014 and

and March 31, 2013, respectively

Preferred stock, Series B, $.10 par value, 2,000

shares authorized;

and 150 shares issued and outstanding

stated at redemption value as of March 31, 2014 and

and March 31, 2013, respectively

Common stock, $.001 par value:

200,000,000 shares

authorized 11,658,062 and 6,208,062 shares issued and

outstanding at March 31, 2014 and March 31, 2013, respectively

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

100 shares issued and outstanding as of March 31, 2025, and March 31, 2024

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

1,983 shares issued and outstanding as of March 31, 2025, and March 31, 2024

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

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

Additional paid-in capital

Accumulated deficit

Total Stockholders Equity

Total Liabilities and Stockholders'

The accompanying notes are

an integral part of these financial statements.

Oil & Gas, Inc.

Statements of Operations

For the year ended

Oil & Gas Sales

Operating expenses:

Lease operating expense, severance

and ARO accretion

Selling, general and administrative

Depreciation,

depletion, and amortization

( 35,196,581 )

( 34,847,277 )

Total stockholder’s equity

( 1,109,861 )

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

1 unchanged sentence

Other Income (Expense)

Gain (Loss) on extinguishment

Gain (Loss) on conversion of

notes payable

Total other income

Loss before income tax

Provision for income

Preferred stock

Net loss attributable

to common shareholders

Net loss per share - basic and diluted

Weighted average

shares outstanding - basic and diluted

The accompanying notes are an integral

part of these financial statements.

Avalon Oil & Gas,

Consolidated Statement of

For the year ended

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used

in operating activities:

Common stock issued for services

(Gain) on extinguishment of debt

Loss on conversion of debt

Accrued interest

Stock issued for reduction of interest on notes

Depreciation and ARO liability

Amortization of discount on notes payable

Amortization of intangible assets

Net change in operating assets and liabilities:

Accounts receivable

Joint interest receivable

Prepaid expenses

Accounts payable and other accrued expenses

Dividends payable

Due to related party

Asset retirement

obligation accretion

Net cash (used) in operating activities

Cash flows from investing activities:

Deposit on the purchase of additional assets

Principle payments received on

notes receivable

Net cash provided in investing activities

Cash flows from financing activities:

Payments on notes payable

Proceeds from notes payable

Common stock issued for cash

Preferred stock B issued for cash

Dividends paid on preferred stock

Net cash provided in financing activities

The accompanying notes are

an integral part of these financial statements.

Avalon Oil & Gas,

Consolidated Statement of

Cash Flows (Continued)

For the year ended

Net (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning

Cash and cash equivalents at end

Supplemental disclosures of cash flow information:

paid during the period for:

Common stock issued in exchange for consulting

Common stock issued for conversion of note payable,

accrued interest, and assumption

Gain (Loss) on extinguishment of

Preferred stock issued for conversion of notes payable,

accrued interest, and assumption

The accompanying notes are

an integral part of these financial statements.

OIL AND GAS, INC.

OF CHANGES IN SHAREHOLDERS' DEFICIT

to reflect June 2012 300 to 1 reverse stock split)

Stock, Series A

Stock, Series B

Additional Paid-in

Total Stockholders'

Balance at March 31, 2012

Gain on Settlement of Debt

Interest Income (Expense)

Total Other Income (Expense)

$ ( 130,834 )

Common stock issued for consulting services

Common stock issued for conversion of note

payable and assumption of debt

Common stock issued for cash

Common stock cancelled and issued in error

Balance at March 31, 2013

$ ( 202,089 )

Preferred stock issued for common stock

Preferred stock issued for conversion of

notes payable

Preferred stock issued for cash

Common stock issued for conversion of note

payable and assumption liabilities

Common stock issued for consulting services

Common stock issued for cash

Preferred Dividends

Balance at March 31, 2014

Dividend on Preferred Stock

Net (loss) attributable to common shareholders

$ ( 349,304 )

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Operations

Oil & Gas, Inc.

(the "Company") was originally incorporated in Colorado in April 1991 under the name Snow Runner

$ ( 420,559 )

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, 2025, and 2024

Preferred Stock

Balance, March 31, 2023

Issuance of Stock for Cash

Issuance of Stock for Consulting

Accrued dividend

Balance, March 31, 2024

Accrued dividend

Balance, March 31, 2025

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

$ ( 130,834 )

$ ( 202,089 )

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

Stock Issued for Outside Services

Gain on Settlement of Debt

Accrued Interest

Accrued Payroll

Changes in working capital

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

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:

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, 2025 AND 2024

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.;

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.

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

Bankruptcy Code.

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.

Company is currently in the process of raising funds to acquire oil and gas properties and related oilfield technologies, which

the Company plans to develop into commercial applications.

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.

Oiltek is consolidated in these financial statements

with a minority interest shown.

October 10, 2013, the Company entered into a Technology Scouting Agreement with IP Technology Exchange, Inc.

("IP TechEx"),

to identify potential technology acquisition and licensing opportunities.

Our alliance with IP TechEx will enable us

to develop a portfolio of new technologies within the oil and gas industry.

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

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

We expect operations in Weyer Partners, LLC

to begin in November 2014.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

of consolidation

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

All significant

inter-company items have been eliminated in consolidation.

to original issuance date, September 30, 2014, the following revised disclosures have been made:

1- Nature of Operations;

1).on October 10, 2013 entered into agreement with IP Technology Exchanges, Inc.

on March 19, 2014,

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

14- Subsequent Events;

on May 9, 2014, formed AFS Holdings, Inc.

On September 29, 2014, acquired the assets of certain

March 31, 2014, financial statements have been prepared assuming the Company will continue as a going concern.

However, the Company

has incurred a loss of $30,823,588 from inception through March 31, 2014, and has a working capital deficiency of $275,768 and

stockholders’

equity of $1,212,337 as of March 31, 2014.

The Company currently has minimal revenue generating operations

and expects to incur substantial operating expenses in order to expand its business.

As a result, the Company expects to incur

operating losses for the foreseeable future.

The Company will continue to seek equity and debt financing to meet our

operating losses.

The accompanying consolidated financial statements do not include any adjustments that might become necessary

should the Company be unable to continue as a going concern.

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.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

and Cash Equivalents

and cash equivalents consist primarily of cash on deposit, certificates of deposit, money market accounts, and investment grade

commercial paper that are readily convertible into cash and purchased with original maturities of three months or less.

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.

periodically assesses the collectability of the Company's accounts receivable.

Accounts determined to be uncollectible are charged

to operations when that determination is made.

The Company had an allowance for accounts receivable of $136,873 and $140,227 for

the years ended March 31, 2014 and 2013.

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

all acquisition, exploration, and development costs are capitalized.

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.

the years ended March 31, 2014 and 2013, 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.

As of March 31, 2014 and 2013, the Company had not identified any such impairment.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

Property and Equipment

property and equipment is reviewed on an annual basis for impairment and as of March 31, 2014, 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.

were not any impairment losses for the fiscal years ended March 31, 2014 and 2013.

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:

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

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.

value of warrants issued is recorded at their fair values as determined by use of a Black Scholes Model at such time or over such

periods as the warrants vest.

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.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

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.

adoption of ASC 740-10-25 at January 1, 2007 did not have a material effect on the Company's financial position.

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.

Interest income is recognized

as it is earned.

is stated at acquired cost less accumulated depreciation.

Office equipment is depreciated on the straight-line basis

over the estimated useful lives (five to seven years).

of long-lived assets is recognized when events or changes in circumstances indicate that the carrying amount of the asset or related

group of assets may not be recoverable.

If the expected future undiscounted cash flows are less than the carrying amount

of the asset, an impairment loss is recognized at that time.

Measurement of impairment may be based upon appraisal,

market value of similar assets or discounted cash flows.

There was no impairment for the fiscal year ended March 31, 2014 and

Issued Accounting Pronouncements

of September 30, 2014, the Financial Accounting Standards Board (“FASB”) has issued up to ASU 2014-15, which are not

expected to have a material impact on the consolidated financial statements upon adoption.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

RECEIVABLE FROM JOINT INTERESTS

Company is the operator of certain wells acquired in the Expanded Bedford Agreement (see note 4).

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, 2014 and 2013, the amount of these receivables is $156,873

and $160,227, respectively.

During the year ended March 31, 2013, the Company deemed the collectability of the receivable

from joint interests in the amount of $136,873 and 140,227 respectively as unlikely.

PROPERTY AND EQUIPMENT

summary of property and equipment at March 31, 2014 and 2013 is as follows:

Office Equipment

Leasehold improvements

Accumulated depreciation

expense for the years ended March 31, 2014 and 2013 was $ -0-.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

INTELLECTUAL PROPERTY RIGHTS

summary of the intellectual property rights at March 31, 2014 and 2013, are as follows:

accumulated amortization

expense for the year ended March 31, 2014 and 2013 was $42,587 and $42,584, respectively.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

OIL AND GAS PROPERTY ACTIVITY

table below shows the Company’s working interests in the Grace Wells as of March 31, 2014 and 2013:

31, 2014 Working Interest

oil and gas properties consist of the following:

Lincoln County, Oklahoma

Other properties, net

Asset retirement cost

Property impairments

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

payable and accrued liabilities consisted of the following:

Accounts payable

Accrued interest

NOTES PAYABLE

On May 8, 2006, the Company

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

The 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.

May 8, 2007 the note was extended for one year.

The conversion feature of the note was valued at $25,852 and was

treated as a prepaid loan costs.

The prepaid loan costs have been amortized over the life of the new note.

19, 2007, the note holder converted $30,000 of principal plus accrued interest of $16,152 for 1,350,000 shares of common stock.

On November 30, 2007, the note holder converted $10,000 of principal for 950,000 shares of common stock.

On January 31, 2008,

the note holder converted $10,000 of principal and accrued interest of $600 for 1,250,000 shares of common stock.

29, 2008, the note holder converted $8,000 of principal for 1,250,000 shares of common stock.

On March 31, 2008, the note

holder converted $5,000 of principal for 1,250,000 shares of common stock.

On March 31, 2008, the note holder converted $5,000

of principal for 1,250,000 shares of common stock.

On June 6, 2008, the note holder converted $7,000 of principal and $1,372

of accrued interest for 1,550,000 shares of common stock.

On June 23, 2008, the note holder converted $10,000 of principal

and $395 of accrued interest for 1,500,000 shares of common stock.

On October 15, 2008, the note holder converted $5,000 of

principal and $10,000 of interest for 3,300,000 shares of common stock.

On December 3, 2008, the note holder converted $3,000

of principal and $201 of interest for 2,000,000 shares of common stock.

On February 24, 2009, the note holder converted $2,000

of principal and $167 of accrued interest into 4,000,000 shares of common stock During the three months ended September

30, 2009, the Company issued 33,000,000 shares for the conversion of $2,000 of principal and $367 of accrued interest on this

note, and for other consideration.

During the three months ended December 31, 2009, the Company issued 30,000,000

shares of common stock for the conversion of $1,000 principal and $361 of accrued interest on this note and for other considerations.

During the period ended March 31, 2014, the Company issued 450,000 shares of common stock for the conversion of $450 principal.

Interest in the amount of $410 and $201 was accrued on this note during the year ended March 31, 2014 and 2013, respectively.

The maturity of this note has been extended until April 1, 2015.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

On November 11, 2008, the

Company issued a convertible promissory note to an investor in the amount of $30,000.

The note carries an interest

rate of 10% per annum and a maturity date of October 1, 2009.

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.

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, 2014 and 2013, respectively.

Accrued interest

was $11,876 and $8,876 respectively at March 31, 2014 and 2013.

The maturity of this note has been extended until April

On December 22, 2008, the

Company issued a promissory note to an investor in the amount of $150,000.

This note carries an interest rate of

10% per annum and matures of December 15, 2009.

In addition to the note payable, the Company issued 7,500,000 shares

of common stock to the note holder.

The shares are considered a discount to the note payable.

At the time of the

issuance of the shares to the note holder, the market price of the shares exceeded the fair value of the note payable;

a result the value of the discount was capped at the face value of the note, $150,000.

The discount will be amortized

to interest expense over the life of the note, 1 year, via the effective interest method.

Interest in the amount

of $15,000 and $15,000 was accrued on this note during the year ended March 31, 2014 and 2013, respectively.

Accrued interest

was $79,110 and $64,109 at March 31, 2014 and 2013 respectively.

This note has been extended until April 1, 2015.

On December 31, 2008, the Company received

a cash advance from an investor in the amount of $100,000.

On January 1, 2009, the Company received an additional

$50,000 and the Company entered into a note payable agreement in the amount of $150,000.

The note bears interest

at a rate of 10% per annum and matures on December 15, 2009.

In additional to the note payable, the Company issued

7,500,000 shares of common stock to the note holder.

The shares are considered a discount to the note payable.

the time of issuance of the shares to the note holders, the market price of the shares exceeded the fair value of the note

as a result the value of the discount was capped at the face value of the note, $150,000.

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

Interest in the amount of $15,000 and $15,001

was accrued on this note during the year ended March 31, 2014 and 2013, respectively.

Accrued interest was $78,123

and $63,123 at March 31, 2014 and 2013 respectively.

This note has been extended until Apri1 1, 2015.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

On 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.

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

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

Interest in the amount of $5,000

and $5,000 was accrued on this note during the year ended March 31, 2014 and 2013, respectively.

Accrued interest was $20,863

and $25,863 at March 31, 2014 and 2013 respectively.

This note has been extended until Apri1 1, 2015

On November 28, 2006, Oiltek,

of which the Company has a majority interest in, issued a convertible note payable in the amount of $2,500.

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 per share.

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, 2014 and 2013, respectively.

This note was extended its maturity date until

April 1, 2015.

On November 28, 2006, Oiltek, of which

the Company has a majority interest in, issued a convertible note payable in the amount of $5,000.

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 per share.

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, 2014 and 2013, respectively.

This note was extended its maturity date until April 1, 2015.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

On January 1, 2011 the

Company issued a convertible note payable in the amount of $250,000.

This note bears interest at a rate of 8% per

annum and will mature on April 1, 2015.

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 per share.

A beneficial conversion feature

in the amount of $95,000 was recorded as a discount to the note and is being amortized to interest expense.

A discount of

$-0- and $94,050 was deducted for the years ended March 31, 2014 and 2013 respectively.

Interest in the amount

of $17,945 and $20,000 was accrued on this note during the twelve months ended March 31, 2014 and 2013, respectively.

interest was 1,847 and $24,384 at March 31, 2014 and 2013 respectively as interest in the amount of $40,482 and $20,000 was

paid through the years.

In January of 2014 the Company exchanged 125 shares of class B preferred stock for $125,000 in principal.

This note was extended its maturity date until April 1, 2015.

January 1, 2011 the Company issued a convertible note payable in the amount of $200,000.

This note bears interest

at a rate of 8% per annum and will mature on January 15, 2014.

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 per share.

conversion feature in the amount of $60,000 was recorded as a discount to the note and is being amortized to interest

A discount of $-0- and $59,400 was deducted for the years ended March 31, 2014 and 2013 respectively.

in the amount of $16,000 and $16,000 was accrued on this note during the twelve months ended March 31, 2014 and 2013,

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.

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.

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.

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 anti-dilutive 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.

Recent Accounting Standard Adopted :

In November 2023, the FASB issued Accounting Standards Update

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

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

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

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 $ 130,834 and $ 202,089 for the years ended March 31, 2025, and March 31,

2024, respectively.

Accrued interest was $-0- and $35,507 at March 31, 2014 and 2013 respectively.

In March of 2014

the Company exchanged 200 shares of class B preferred stock for $200,000 in principal and 600,000 shares of Common Stock

for the payment of $51,507 in accrued interest.

On January 27,

2012 the Company issued a convertible note payable in the amount of $200,000.

This note bears interest at a rate

of 8% per annum and will be matured on January 15, 2015.

Interest in the amount of $12,713 and $15,298 was accrued

on this note during the twelve months ended March 31, 2014 and 2013 respectively.

Accrued interest was $-0- and

$18,805 at March 31, 2014 and 2013 respectively.

In January of 2014 the Company exchanged 200 shares of class B preferred

stock for $200,000 in principal.

3, 2012 the Company issued a promissory note to an investor in the amount of $75,000.

The note carries an interest

rate of 10% per annum and matures on January 15, 2015.

Interest in the amount of $5,958 and $2,425 was accrued

on this note during the year ended March 31, 2014 and 2013 respectively.

Accrued interest was $2,500 and $2,425 at March 31,

2014 and 2013 respectively.

In January of 2014 the Company exchanged 75 shares of class B preferred stock for $75,000

in principal.

Total outstanding

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

The Company’s accumulated deficit was $ 35,196,581 and $ 34,847,277 as of March 31, 2025, 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.

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, 2025, the Company’s cash consisted of

non-restricted cash.

NOTE 5 – RELATED PARTY TRANSACTIONS

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, 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

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 .

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:

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.

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

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 at the rate of 8% of the amount per share of Series A Preferred Stock per annum in the form of “Preferred

Dividends”, voting rights on an as-converted to Common Stock basis, liquidation preferences, and conversion rights in which

each share of Series A Preferred Stock shall, upon conversion, represent 0.51% of the then “Fully-Diluted Shares

Outstanding” of the Company.

On January 12, 2018, our Board of Directors agreed to amend Designation of the Series A

Convertible Preferred Stock be amended by changing the ratio for conversion, in Article IV, subparagraph (a), from 0.4% to 0.51% so

that upon conversion the number of shares of common stock to be exchanged shall equal 51% of the then issued and outstanding common

In addition, on January 12, 2018, the Company and the Series A Holder agreed to forgive all accrued interest to date on

Series A, and to pause any accruals until April 1, 2023.

The Series A Convertible Preferred Stock carries liquidating preference,

over all other classes of stock, equal to the amount paid for the stock plus any unpaid dividends.

Currently the value of the

liquidation preference is $500,000, the amount of debt that the related party converted into the preferred stock.

If this Preferred

Stock were to be redeemed by the holder, it would result in an aggregate of the $ 500,000

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

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 years ended March 31, 2025, and 2024, the holder of the Series A preferred shares, Mr.

Kent Rodriguez, CEO, accrued

in preferred dividends from the Series A preferred shares.

A total of $ 80,000

in dividends was outstanding at March 31, 2025 and March 31, 2024, with respect to the Series A preferred shares 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 each of the fiscal years ended March 31, 2025 and 2024, the holders of the Series B preferred shares accrued $ 178,468 ,

in preferred dividends.

A total of $ 356,940

and $ 178,470

in Preferred B dividends was outstanding at March 31, 2025 and March 31, 2024, respectively, including dividends accrued to Mr.

Kent Rodriguez, CEO, of $ 33,195 per year.

Rodriguez holds 18.6% of the Series B preferred shares.

A summary of accrued dividends payable with respect to the

Series A and B Preferred shares on the Company’s balance sheets are set out below:

Summary of accrued dividends payable

March 31, 2025

Notes payable –

long-term portion

Notes payable –

current portion

March 31, 2024

Notes payable –

long-term portion

Notes payable –

current portion

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

RELATED PARTY TRANSACTIONS

the fiscal year ended March 31, 2014 and 2013 the president advanced the Company $5,000 and $6,000 respectively.

The balance at

March 31, 2014 and March 31, 2013 was $26,000 and $21,000 respectively.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

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 forty 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

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

the years ended March 31, 2014 and 2013, the Company incurred $40,000 in Class A preferred stock dividends, respectively.

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.

the years ended March 31, 2014 and March 2013, the Company charged to operations the amount of $48,000 in annual salary for Mr.

Rodriguez, of which $42,400 and $46,750 was paid to him during the years ended March 31, 2014 and 2013, respectively.

of March 31, 2014 and 2013, the balances of accrued and unpaid salaries were $207,817 and $202,217.

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.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

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 $30,823,588, which will expire beginning in 2028.

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, 2014, we have provided a valuation allowance reducing

the net realizable benefits of these deductible differences to $0 at March 31, 2014.

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.

reconciliation between the actual income tax expense and income taxes computed by applying the statutory Federal and state income

tax rates to income from continuing operations before income taxes is as follows:

Computed “expected”

income tax expense

at approximately 34%

Change in valuation allowance

STOCKHOLDERS’

Preferred Stock

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

As of March 31, 2014 and 2013,

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

the twelve months ended March 31, 2014 and 2013, the Company incurred $40,000 respectively in Series A preferred stock dividends,

and paid $38,800 and $34,700 for the twelve months ended March 31, 2014 and 2013 respectively.

As of March 31, 2014 and 2013,

the accrued balance due Mr.

Rodriguez was $41,950 and 40,750 respectively

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 the preferred stock into shares of common stock such that if

converted simultaneously, they shall represent forty percent (40%) 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.

Series B Preferred

March, 2013, our Board of Directors authorized the issuance of 2,000 shares of Series B Preferred Stock (the "Series B Preferred

Stock").

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

As of March 31, 2014 and

2013, the Company has 1,300 and 150 shares of Series B preferred stock respectively issued and outstanding.

Series B Preferred Stock accrues dividends at the rate of 8% 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

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

twelve months ended March 31, 2013 the Company sold 150 shares of Series B Preferred Stock to an accredited investor for $150,000.

2013 the Company sold 50 shares of Series B Preferred Stock to two accredited investors for $50,000.

of 2014 the Company exchanged 400 share Series B Preferred Stock for $400,000 of notes payable.

of 2014 the Company exchanged 200 share Series B Preferred Stock for $200,000 of notes payable.

of 2014 the Company exchanged 200 share Series B Preferred Stock for 2,000,000 shares of Common Stock.

February 2014 we issued 300 Shares of Series B Preferred Stock to an accredited investor for $300,000.

twelve months ended March 31, 2014 and 2013, the Company incurred $24,780 and $-0- in dividends on Series B preferred stock.

Total dividends

payable from both A and B preferred shares at March 31, 2014 and 2013 is $66,730 and $40,750 respectively.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

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, 2014

and 2013, the Company has 6,208,062 and 2,558,584 shares of common stock issued and outstanding.

stock issuances during the year ended March 31, 2013:

Company issued 1,341,617 shares of common stock to consultants for services provided, pursuant to consulting agreements.

value of these shares in the amount of $197,500, or $0.15 per share was charged to operations, and was based on the quoted market

value at the date the consulting agreements were executed.

Company issued 891,195 shares of common stock for the conversion of a note payable and assumption of debt.

value of the debt was reclassed to stock.

Company issued 1,500,000 shares of common stock for cash in the amount of $150,000, and was based on current market value at the

date of issuance.

Company cancelled 83,334 shares of common stock which had previously been issued in previous fiscal years, and credited the

par value of $83 to par value.

stock issuances during the year ended March 31, 2014:

May 3, 2013, the Company issued 500,000 shares of Common Stock for $50,000 or $0.10 per share, and was based on current market

value at the date of issuance.

May 5, 2013 the Company issued 100,000 shares of Common Stock for compensation for the placement of 500,000 shares of Common Stock

and 50 Shares of Series B Preferred Stock for $100,000 to an third party.

The value of these shares in the amount of

$10,000, or $0.10 per share was charged to operations, and was based on the current market value at the date of issuance.

June 4, 2013, the Company issued 100,000 shares of common stock for the conversion of a note payable and assumption of debt.

fair market value of these shares was $8,000 or $0.08 per share and was based on the current market value

on the date of issuance.

$100 has been credited to the note payable, and a loss of $7,900 was recognized on this conversion, and

was charged to operations.

June 28, 2013, the Company issued 2,800,000 shares of Common Stock for $250,000, and was based on current market value at the

Dividends payable

Dividends payable, related party

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 March 31, 2025, and March 31, 2024, respectively.

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.

June 28, 2013, the Company issued 500,000 shares of Common Stock to a consultant, the value of these shares in the amount

of $50,000, or $0.10 per share was charged to operations, and was based on the current market value at the date of issuance.

July 1, 2013, the Company issued 100,000 shares of common stock for the conversion of a note payable and assumption of debt.

fair market value of these shares was $17,000, or $0.17 per share which was based on the current market value on the date of issuance.

$100 has been credited to the note payable, and a loss of $16,900 was recognized on this conversion, and was charged to operations.

July 2, 2013, the Company issued 180,000 shares of Common Stock to its board of directors, the value of these shares in the

amount of $18,000, or $0.10 per share was charged to operations, and was based on the on current market value at the date of issuance.

July 26, 2013, the Company issued 250,000 shares of Common Stock to a consultant, the value of these shares in the amount

of $25,000, or $0.10 per share was charged to operations, and was valued at closing bid price of the Company's common stock on

the date the Consulting Agreement was executed by the Company.

September 13, 2013, the Company issued 150,000 shares of common stock for the conversion of a note payable and assumption of debt.

fair market value of these shares was $22,500, or $0.15 per share which was based on the current market value on the date of issuance.

$150 has been credited to the note payable, and a loss of $22,350 was recognized on this conversion, and was charged to operations.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

October 10, 2013, the Company issued 220,000 shares of common to a consultant, the value of these shares in the amount of

$22,000, or $0.10 per share was charged to operations, and was valued at closing bid price of the Company's common stock on the

date the Consulting Agreement was executed by the Company.

October 16, 2013, the Company issued 100,000 shares of common stock for the conversion of a note payable and assumption of debt.

fair market value of these shares was $10,000 or $0.10 per share which was based on the current market value on the date of issuance.

$100 has been credited to the note payable, and a loss of $9,900 was recognized on this conversion, and was charged to operations.

November 6, 2013, the Company issued 250,000 to a consultant, the value of these shares in the amount of $25,000, or $0.10

per share was charged to operations, and was valued at closing bid price of the Company's common stock on the date the Consulting

Agreement was executed by the Company.

25, 2014 the Company exchanged 2,000,000 shares of Common Stock for 200 shares of Series B Preferred Stock.

March 31, 2014, the Company issued 600,000 shares of common stock for payment of accrued interest of $51,507.

March 31, 2014 the Company issued 1,600,000 shares of common to a consultant, the value of these shares in the amount of

$112,000, or $0.07 per share was charged to operations, and was valued at closing bid price of the Company's common stock on the

date the Consulting Agreement was executed by the Company.

are no stock options outstanding.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

following table summarizes the warrants outstanding and the related prices for the shares of the Company’s common stock

issued to non-employees of the Company at March 31, 2014:

involving warrants are summarized as follows:

Price Per Share

Outstanding at March 31, 2013

Cancelled or expired

Outstanding at March 31, 2014

TECHNOLOGY LICENSE AGREEMENTS

July 12, 2006 UMTI entered into a technology license of a patented process for paraffin wax mitigation from crude oil using ultrasonic

waves from the University of Wyoming.

This license calls for an earned royalty of five percent on net sales of licensed technologies

and services;

twenty-five percent of all sublicense fees and revenues with an escalating minimum annual royalty which will be

credited toward the total royalties due.

During the year ended March 31, 2011, the Company determined that the UMTI license value

was impaired, which resulted in the impairment expense of $534,711.

As of March 31, 2014, the Company has valued this

technology at $0.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

EARNINGS PER SHARE

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

As the Company is in a loss position during the year ended March 31, 2014 and 2013, there is no dilutive effect included.

net loss per share was $0.085 and $0.227 for March 31, 2014 and 2013.

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:

Natural gas and oil properties and related equipment:

Accumulated depreciation, depletion,

and impairment

Net capitalized costs

Costs Incurred

Costs incurred

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

Acquisition of properties

Development costs

Total costs incurred

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

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, 2014 and 2013.

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.

Production revenues

Production costs

Impairment of property

Depreciation and depletion expense

Imputed income tax provision (1)

Results of operation for natural

gas / oil producing activity

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.

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

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.

Proved reserves:

Balance as of March 31, 2006

Purchase of reserves-in-place

Extensions and discoveries

Balance as of March 31, 2007

Purchase of reserves-in-place

Extensions and discoveries

Change in estimates

Balance as of March 31, 2008

Purchase of reserves-in-place

Extensions and discoveries

Change in estimates

Balance as of March 31, 2009

Purchase of reserves-in-place

Extensions and discoveries

Change in estimates

Balance as of March 31, 2010

Purchase of reserves-in-place

Extensions and discoveries

Change in estimates

Balance as of March 31, 2011

Purchase of reserves-in-place

Extensions and discoveries

Change in estimates

Balance as of March 31, 2012

Purchase of reserves-in-place

Extensions and discoveries

Change in estimates

Balance as of March 31, 2013

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

Purchase of reserves-in-place

Extensions and discoveries

Change in estimates

Balance as of March 31, 2014

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

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, 2014 and 2013.

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,

2014 and 2013, 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.

Future production revenue

Future production costs

Future development costs

Future cash flows before income taxes

Future income tax

Future net cash flows

Effect of discounting future annual

cash flows at 10%

Standard measure of discounted net

weighted average oil wellhead price used in computing the Company's reserves were $93.51 per bbl and $94.99 per bbl at March 31,

2014 and 2013, respectively.

The weighted average gas wellhead price used in computing the Company's reserves were $3.63 and $2.97/mmbtu

at March 31, 2014 and 2013, 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, 2014 and 2013:

Standardized measure of discount future net

Proved natural oil and gas property, net of accumulated

depreciation, depletion, and amortization, including

Standardized measure of discount future net cash flows in

excess of net carrying value of proved natural oil and

gas properties

OIL & GAS, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2014 AND 2013

SUBSEQUENT EVENTS

14, 2014, we filed an amendment with the Nevada Secretary of State increasing the dividend rate on the Series B Preferred Shares

to nine percent (9.00%), effective on April 1, 2014 and changing the payment date to from January 15th of each year to April 1st.

The next dividend payment on the Series B Preferred Stock will be on April 1, 2015

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

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

September 29, 2014 the Company acquired the assets of Kensington Energy Limited Partnership –

1985, Kensington Energy Limited

Partnership –

1986, Kensington Energy Limited Partnership –

1987, Kensington Energy Company, Kensington Group Venture

Kensington Group Venture I, Kensington Group Venture II, and Kensington Group Venture III for a combination of cash and debt.

The assets are small fragmented working interests located in Arkansas, Oklahoma and Texas.

following tabulation summarizes, by reserve category, the estimated net reserves of the Properties,

Classification

Group Venture

following tabulation summarizes the estimated future net revenue and present worth of the reviewed interests.

Classification

Future Net Revenue

Group Venture

has evaluated subsequent events through the issuance of the consolidated financial statements, no other subsequent events need

to be disclosed other than the events disclosed above.

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.

(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, 2025, 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

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 Amended report on Form 10-K/A to be signed on its behalf by the undersigned,

thereunto duly authorized.

GROOVE BOTANICALS INC.

August 15, 2025

/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 Amended report on Form 10-K/A 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, 2025

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/A

Item 9A. Controls and Procedures