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Item 1. Financial Statements

2025-11-19 compared with 2025-08-19 · 133 added, 239 removed, 120 unchanged (76% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

September 30,

Current Assets:

11 unchanged sentences

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

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

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

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

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

Additional paid-in capital

6 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDER’S DEFICIT

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.

Unaudited Condensed Consolidated Statements of Operations

For the Three Months Ended

Condensed Consolidated Statements of Operations

Three Months ended

September 30,

Six Months ended,

September 30,

Selling, General and Administrative Expenses

4 unchanged sentences

Dividend on Preferred Stock

Net (loss) attributable to common shareholders

Basic and diluted loss per common share

Loss attributed to common stockholders

$ ( 179,788 )

$ ( 175,607 )

Basic and Diluted Earnings (Loss) per Common Share

Weighted Average Common Shares Outstanding – Basic and diluted

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

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

Groove Botanicals, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

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

For the Six Months Ended September 30, 2025, and 2024

Preferred Stock

2 unchanged sentences

$ ( 34,847,277 )

$ ( 760,557 )

Accrued dividend

2 unchanged sentences

$ ( 851,713 )

Accrued dividend

Balance, September 30, 2024

$ ( 35,022,884 )

$ ( 936,164 )

Preferred Stock

7 unchanged sentences

$ ( 1,202,648 )

The accompanying notes are an integral part of these unaudited

condensed consolidated financial statements.

Accrued dividend

Balance, September 30, 2025

$ ( 35,376,369 )

$ ( 1,289,649 )

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

Groove Botanicals, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

For the Three Months Ended

For the Six Months Ended

September 30,

Cash Flow From Operating Activities

5 unchanged sentences

Net Cash Used in Operating Activities

Cash Flow From Investing Activities

Net Cash From Investing Activities

Cash Flow From Financing Activities

3 unchanged sentences

Net Change in Cash

Cash at Beginning of Period

Cash at Beginning of Year

Cash at End of Period

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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

NOTE 1 – ORGANIZATION AND OPERATIONS

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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”), (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 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.

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 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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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.

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 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.

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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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 Company's financial instruments primarily consist of cash and cash equivalents, accounts payable and accrued liabilities, related party payables, dividends payable and other debt.

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

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 market data;

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.

The Company believes that the carrying amounts of cash and cash equivalents, accounts payable, related party payables, accrued dividends and debt approximate fair value based on either their short-term nature or on terms currently available to the Company in financial markets.

Net Loss Per Share

The Company computes net income (loss) per share in accordance

with ASC 260, Earning per Share.

ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income

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

of shares outstanding (denominator) during the period.

Diluted EPS gives effect to all dilutive potential common shares outstanding during

the period using the treasury stock method and convertible preferred stock using the if-converted method.

In computing Diluted EPS, the

average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options

The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share.

ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement.

Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.

Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method.

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

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

As the Company has continued to report

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

is not presented.

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.

The Company accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized.

The Company records interest, net of any applicable related income tax benefit, on potential income tax contingencies as a component of income tax expense.

The Company records tax positions taken or expected to be taken in a tax return based upon the amount that is more likely than not to be realized or paid, including in connection with the resolution of any related appeals or other legal processes.

Accordingly, the Company recognizes liabilities for certain unrecognized tax benefits based on the amounts that are more likely than not to be settled with the relevant taxing authority.

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

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

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.

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 expenses.

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 statements.

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.

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 15, 2024.

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.

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

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 disclosures.

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 $ 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.

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 $ 70,553 and $ 66,372 for the six months ended September 30, 2025, and September 30, 2024, respectively.

The Company’s accumulated deficit was $ 35,376,369 and $ 35,196,581 as of September 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.

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:

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NOTE 4 – CASH

The Company considers all highly liquid investments purchased

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

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

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

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

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

NOTE 5 – RELATED PARTY TRANSACTIONS

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

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

The Company had related party payables of $ 687,957 and $ 608,833 as of September 30, 2025, and March 31, 2025, respectively.

These amounts consist of funds contributed by the management for the purpose of providing financing during periods of low or negative cashflow in order to cover essential costs of continuing operations, as well as funds payable to management as compensation.

On an annual basis the Company accrues $ 48,000 of wages payable to its CEO, Kent Rodriguez, under the terms of a four-year employment agreement entered into April 1, 2020, which designates monthly payments due Mr.

Rodriguez in the amount of $ 4,000 .

On July 30, 2024, the Company and Mr.

Kent Rodriguez 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 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

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 six months ended September 30, 2025, and 2024, the Company accrued $ 20,000 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 $ 18,299 in the six months ended September 30, 2025, and 2024 with respect to 18.6 % of the Series B Preferred shares controlled by Kent Rodriguez.

NOTE 6 – 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 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.

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 stock.

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

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

The Series A Convertible

Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the stock plus any unpaid

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

preferred stock.

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

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

The Company and Series A Preferred Holder agreed to forgive

all accrued interest and arrearages in preferred share dividends of Series A Preferred Stock through March 31, 2023.

Dividends began to

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

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

A preferred shares, Mr.

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

We have authorized 100 shares of Series A Preferred Stock and 2,000 shares of Series B Preferred Stock, respectively, both with a par value of $ 0.10 .

As of September 30, 2025, and September 30, 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 stock.

In addition, on January 12, 2018, the Company and the Series A Holder agreed to forgive all accrued interest to date on Series A, and to pause any accruals until April 1, 2023.

The Series A Convertible Preferred Stock carries liquidating preference, over all other classes of stock, equal to the amount paid for the stock plus any unpaid dividends.

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

If this Preferred Stock were to be redeemed by the holder, it would result in an aggregate of the $ 500,000 liquidation preference, on a per share basis, this would equal $ 5,000 per share.

The Company and Series A Preferred Holder agreed to forgive all accrued interest and arrearages in preferred share dividends of Series A Preferred Stock through March 31, 2023.

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

During the six months ended September 30, 2025, and 2024, the holder of the Series A preferred shares, Mr.

Kent Rodriguez, CEO, accrued $ 20,000 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

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

A total of $ 100,000 and $ 80,000 in accrued dividends with respect to the Series A preferred shares was outstanding at September 30, 2025, and March 31, 2025, 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

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.

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

NOTE 6 – PREFERRED STOCK (continued)

to notice of certain corporate actions.

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 six months ended September 30, 2025, and 2024, the holders of the Series B preferred shares accrued $ 89,235 in preferred dividends from the Series B preferred shares.

A total of $ 446,175 and $ 356,940 in Preferred B dividends was outstanding at September 30, 2025 and March 31, 2025, respectively, including dividends accrued for the benefit of Mr.

Kent Rodriguez, CEO, of $ 16,598 for each respective six-month periods ended September 30, 2025 and 2024.

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:

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

September 30, 2025

March 31, 2025

2 unchanged sentences

NOTE 7 – COMMON STOCK

The Company is authorized to issue 200,000,000 shares

of Common Stock, with a par value of $ 0.001 .

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.

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

The Company did not issue any shares of common stock during the six months ended September 30, 2025, or September 30, 2024, and had 59,643,062 shares of common stock issued and outstanding as of September 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.

As of September 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 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.

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