What changed in this filing

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Item 1. Financial Statements

2025-08-19 compared with 2025-02-25 · 156 added, 221 removed, 203 unchanged (65% of the section changed)

3 unchanged sentences

Current Assets:

Accounts Receivable

Prepaid Expenses

3 unchanged sentences

Accounts Payable and Accrued Liabilities

Interest Payable

Related Party Payable

Convertible Notes Payable

Dividends payable

4 unchanged sentences

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

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

100 shares issued and outstanding as of June 30, 2025, and March 31, 2025

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

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

1,983 shares issued and outstanding as of June 30, 2025, and March 31, 2025

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

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

and 59,643,062 shares issued and outstanding as of June 30, 2025, and March 31, 2025

Additional paid-in capital

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( 1,202,648 )

( 1,109,861 )

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

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Groove Botanicals, Inc.

Condensed Consolidated Statements of Operations

Three Months ended

Nine Months ended

Unaudited Condensed Consolidated Statements of Operations

For the Three Months Ended

Selling, General and Administrative Expenses

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Operating loss

Other Income (Expense)

Gain on Settlement of Debt

Interest Expense

Total Other Income (Expense)

Net (Loss) Gain

Dividends on Preferred Stock

Loss attributed to common stockholders

$ ( 263,258 )

$ ( 306,328 )

Basic and Diluted Earnings (Loss) per Common Share

Dividend on Preferred Stock

Net (loss) attributable to common shareholders

Basic and diluted loss per common share

Weighted average common shares outstanding – Basic and diluted

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Groove Botanicals, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

For the Three Months Ended June 30, 2025, and 2024

Preferred Stock

2 unchanged sentences

( 34,847,277 )

$ ( 760,557 )

Accrued dividend to related party

Accrued dividend

Balance, June 30, 2024

1 unchanged sentence

$ ( 851,713 )

Accrued dividend to related party, Series A Preferred Stock

Accrued dividend to Series B Preferred Stock

Balance September 30, 2024

$ ( 35,022,884 )

$ ( 936,164 )

Accrued dividend to related party, Series A Preferred Stock

Accrued dividend to Series B Preferred Stock

Balance December 31, 2024

$ ( 35,110,533 )

( 1,023,813 )

Preferred Stock

3 unchanged sentences

( 1,109,861 )

Issuance of Stock for Consulting

Accrued dividend to related party

Accrued dividend

Balance, June 30, 2025

1 unchanged sentence

$ ( 1,202,648 )

Accrued dividend to related party, Series A Preferred Stock

Accrued dividend to Series B Preferred Stock

Balance September 30, 2023

$ ( 34,692,225 )

Issuance of stock for cash

Accrued dividend to related party, Series A Preferred Stock

Accrued dividend to Series B Preferred Stock

Balance December 31, 2023

$ ( 34,733,046 )

$ ( 646,326 )

The accompanying notes are an integral part of these unaudited

1 unchanged sentence

Groove Botanicals, Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended

Unaudited Condensed Consolidated Statements of Cash Flows

For the Three Months Ended

Cash Flow From Operating Activities

$ ( 142,476 )

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

Gain on settlement of debt

Stock Issued for Outside Services

Accrued Interest

Accrued Payroll

Changes in working capital

Increase in Prepaid Expenses

Decrease (Increase) in Prepaid Expenses

Increase (Decrease) in Accounts Payable and Accrued Liabilities

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Cash Flow From Financing Activities

Funds received for issuance of common stock

Repayment of Outstanding Convertible Debt

Funds received from Related Party

Funds distributed to Related Party

Net Cash From Financing Activities

3 unchanged sentences

Net cash paid for:

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated

financial statements.

GROOVE BOTANICALS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

NOTE 1 – ORGANIZATION AND OPERATIONS

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acquisition in this space.

On July 29, 2024, Mr.

Douglas Barton resigned as a director

of the Company.

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

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 June 30, 2024 and 2023, were derived from the Company’s consolidated financial statements at that date.

The accompanying unaudited condensed financial statements

of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”),

including the instructions to Form 10-Q and Regulation S-X.

Certain information and note disclosures normally included in financial statements

prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

GAAP”), have been

condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information

and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements included

in our Annual Report on Form 10-K for the year ended March 31, 2025.

In the opinion of the management of

the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three and

nine-month periods have been made.

Results for the interim periods presented are not necessarily indicative of the results that might

be expected for the entire fiscal year.

Basis of Consolidation

The Company’s consolidated financial statements include

the accounts of Groove Botanicals, Inc., and its two 100% controlled non-operating subsidiaries formed in Wyoming, Biotrex, Inc.,

and Maxidyne, Inc.

The Company’s condensed consolidated financial statements

include the accounts of Groove Botanicals, Inc., and its two 100% controlled non-operating subsidiaries formed in Wyoming, Biotrex,

Inc., and Maxidyne, Inc.

Intercompany accounts and transactions have been eliminated in consolidation.

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

Use of Estimates

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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

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

Beneficial Conversion Feature

The Company measures certain convertible debt using a nondetachable

conversion feature known as a beneficial conversion feature, or BCF.

A convertible instrument contains a BCF when the conversion price

is less than the fair value of the shares into which the instrument is convertible at the commitment date.

From time to time, the Company

may issue convertible notes that may contain a beneficial conversion feature.

A beneficial conversion feature exists on the date a convertible

note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining

unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants,

if related warrants have been granted.

The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a

corresponding amount to additional paid-in capital.

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

the effective interest method.

Debt Issuance Cost

Debt issuance costs incurred in connection with the issuance

of debt are capitalized and amortized to interest expense over the term of the debt using the effective interest method.

The unamortized

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

In August 2020, the FASB issued ASU No.

2020-06, Debt

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

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

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

separately from the host convertible debt or preferred stock.

Two methods of transition were permitted upon adoption:

full retrospective

and modified retrospective.

The Company has yet to adopt ASC 2020-06.

The accounting impact will be a reclassification from Additional

Paid-In Capital to Retained Earnings.

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

Recently Issued Accounting Pronouncements

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

Recent Accounting Standard Adopted :

In November 2023, the FASB issued Accounting Standards Update

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

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

Required disclosures include, on an annual and interim

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

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

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

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

allocate resources.

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

ASU 2023-07 is effective for fiscal

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

The Company does not

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

In December 2023, the FASB issued Accounting Standards Update

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

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

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

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

ASU 2023-09 is effective for fiscal years beginning after

December 15, 2025.

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

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

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

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

The new rules would be effective for annual reporting

periods beginning in fiscal year 2025.

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

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

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

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

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

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

after December 15, 2024.

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

the financial statement.

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

financial position, results of operations, or cash flows.

Recent Accounting Standard Not Yet Adopted :

In December 2023, the Financial Accounting Standards Board

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

and decision usefulness of income tax disclosures.

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

Early adoption is available.

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

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

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

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

Disaggregation of Income Statement

Expenses (“ASU 2024-03”).

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

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

The standard is effective for annual

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

The requirements

will be applied prospectively with the option for retrospective application.

Early adoption is permitted.

The Company will evaluate the

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

NOTE 3 – GOING CONCERN

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and has raised limited capital.

The Company had a net loss of $ 33,031 and $ 99,404 for the nine-month periods ended December

31, 2024, and 2023, respectively.

The Company’s accumulated deficit was $ 35,110,533 and $ 34,847,277 as of December 31,

2024, and March 31, 2024, respectively.

These factors raise substantial doubt regarding the Company’s ability to continue as a going

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.

The Company had a net loss of $ 38,170 and $ 36,539 for the three months ended June 30, 2025, and June 30,

2024, respectively.

The Company’s accumulated deficit was $ 35,289,368 and $ 35,196,581 as of June 30, 2025, and March 31, 2025, respectively.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

The consolidated financial

statements do not include any adjustment relating to the recoverability and classification of liabilities that might be necessary should

the Company be unable to continue as a going concern.

The Company is taking certain steps to provide the necessary capital to continue

its operations.

These steps include but are not limited to:

1) focus on our new business model and 2) raising

equity or debt financing.

1) focus on our new business model and 2) raising equity or debt financing.

Our auditors express substantial doubt about our ability to continue as a going concern.

2 unchanged sentences

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

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

of non-restricted cash.

NOTE 5 – RELATED PARTY

As of June 30, 2025, the Company’s cash consisted of non-restricted

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company had related party payables of $ 641,314 and

$ 453,057 as of December 31, 2024 and March 31, 2024, respectively.

$ 608,833 as of June 30, 2025, and March 31, 2025, respectively.

These amounts consist of funds contributed by the management for

7 unchanged sentences

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

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

During each of the three and nine months ended September

30, 2024 and 2023 salary of $ 12,000 and $ 36,000 , respectively were accrued for Mr.

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

December 31, 2024, and 2023, the Company accrued $ 10,000

and $ 30,000 ,

respectively 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.

NOTE 6 – CONVERTIBLE NOTES

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 .

June 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 December 31, 2024 and March 31, 2024, the balance of

the convertible note was $ 0 .

During each of the three months ended June 30, 2025, and 2024,

the Company accrued $ 10,000 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 $ 8,299 in the three months ended June 30, 2025, and 2024 with respect to 18.6% of the Series B Preferred shares controlled by Kent

NOTE 6 – PREFERRED STOCK

2 unchanged sentences

respectively, both with a par value of $ 0.10 .

As of September 30, 2024, and March 31, 2024, there were 100 and 1,983 shares

As of June 30, 2025, and June 30, 2024, there were 100 and 1,983 shares

issued and outstanding for Series A Preferred Stock and Series B Preferred Stock, respectively.

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

During each of the three- and nine-month periods ended December 31, 2024 and

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

A total of $ 70,000 and $ 40,000 in dividends was outstanding at December 31, 2024 and March 31, 2024, respectively.

During the three months ended June 30, 2025, and 2024, the holder of the Series

A preferred shares, Mr.

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

A total of $ 90,000

and $ 80,000 in accrued dividends with respect to the Series A preferred shares was outstanding at June 30, 2025, and March 31, 2025, respectively.

Series B Preferred Stock holds designations of being ranked

3 unchanged sentences

plus accrued and unpaid Dividends, if prior to the two year anniversary of the Issuance Date, or at 100% of the State Value, plus accrued

and unpaid Dividends, if on or after the two year anniversary of the Issuance Date, no voting rights, and right to notice of certain corporate

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

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

During each of the three and nine-month periods ended December 31,

2024 and 2023, the holders of the Series B preferred shares accrued $ 44,618 and $ 133,852 , respectively,

in preferred dividends from the Series B preferred shares.

A total of $ 312,322 and $ 178,470 in dividends was outstanding at December 31,

2024 and March 31, 2024, respectively.

and unpaid Dividends, if on or after the two year anniversary of the Issuance Date, no voting rights, and right

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

to notice of certain corporate action.

All accrued dividends

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

Dividends began to accrue on the

Series B Preferred Stock as of April 1, 2023.

During the three months ended June 30, 2025, and 2024, the holders of the Series B preferred

shares accrued $ 44,618 in preferred dividends from the Series B preferred shares.

A total of $ 401,558 and $ 356,940 in Preferred B dividends

was outstanding at June 30, 2025 and March 31, 2025, respectively, including dividends accrued for the benefit of Mr.

Kent Rodriguez,

CEO, of $ 8,299 for each respective three month period.

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.

Dividends accrued for the benefit of the Company’s

CEO are included in Dividends payable, related party:

Schedule of dividends payable, related party

June 30, 2025

March 31, 2025

Dividends payable

Dividends payable, related party

NOTE 7 – COMMON STOCK

1 unchanged sentence

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 December 31, 2024, and March 31, 2024.

Shares issued in the nine months ended December 31, 2024:

There were no shares issued during the nine-month period ended

December 31, 2024.

Shares issued in the nine months ended December 31, 2023:

On April 15, 2023, the Company issued 1,000,000 shares

of common stock in exchange for consulting services.

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

date of issuance.

NOTE 9 – COMMITMENTS AND

CONTINGENCIES

As of December 31, 2024, the Company has a month-to-month

The Company did not issue any shares of common stock during

the three months ended June 30, 2025, or June 30, 2024, and had 59,643,062 shares of common stock issued and outstanding as

of June 30, 2025, and March 31, 2025, respectively.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

As of June 30, 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

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.

NOTE 9 – 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements