What changed in this filing

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Item 1. Financial Statements

2026-02-20 compared with 2025-11-19 · 42 added, 33 removed, 220 unchanged (25% 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 September 30, 2025, and March 31, 2025

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

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

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

Additional paid-in capital

10 unchanged sentences

Three Months ended

September 30,

Six Months ended,

September 30,

Nine Months ended,

Selling, General and Administrative Expenses

3 unchanged sentences

Operating Loss

$ ( 104,420 )

Dividend on Preferred Stock

2 unchanged sentences

$ ( 268,272 )

$ ( 263,258 )

Basic and Diluted Earnings (Loss) per Common Share

3 unchanged sentences

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

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

For the Nine Months Ended December 31, 2025, and 2024

Preferred Stock

11 unchanged sentences

$ ( 1,289,649 )

Accrued Dividend

Balance, December 31, 2025

$ ( 35,464,854 )

( 1,378,134 )

Preferred Stock

11 unchanged sentences

$ ( 936,164 )

Accrued Dividend

Balance, December 31, 2024

$ ( 35,110,533 )

$ ( 1,023,813 )

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

1 unchanged sentence

Unaudited Condensed Consolidated Statements of Cash Flows

For the Six Months Ended

September 30,

For the Nine Months Ended

Cash Flow From Operating Activities

$ ( 104,420 )

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

15 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024

NOTE 1 – ORGANIZATION AND OPERATIONS

28 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

31 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024

Recent Accounting Standard Adopted :

3 unchanged sentences

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.

1 unchanged sentence

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.

The Company adopted ASU 2023-09 for the year beginning April 1, 2025.

The adoption of this ASU had no impact on the Company’s financial position, results of operations, or cash flows.

Recent Accounting Standard Not Yet Adopted:

In November 2024, the FASB issued ASU 2024-03, – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

8 unchanged sentences

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.

The Company had a net loss of $ 104,420 and $ 99,404 for the nine months ended December 31, 2025, and December 31, 2024, respectively.

The Company’s accumulated deficit was $ 35,464,854 and $ 35,196,581 as of December 31, 2025, and March 31, 2025, respectively.

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

6 unchanged sentences

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.

As of December 31, 2025, the Company’s cash consisted of non-restricted cash.

GROOVE BOTANICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024

NOTE 5 – RELATED PARTY TRANSACTIONS

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

The Company had related party payables of $ 719,961 and $ 608,833 as of December 31, 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.

3 unchanged sentences

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.

During each of the nine months ended December 31, 2025, and 2024, the Company accrued $ 30,000 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.

Further the Company accrued dividends of $ 24,896 in each of the nine months ended December 31, 2025, and 2024 with respect to 18.6 % of the Series B Preferred shares controlled by Kent Rodriguez.

NOTE 6 – PREFERRED STOCK

1 unchanged sentence

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.

As of December 31, 2025, and December 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.

6 unchanged sentences

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 $ 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.

During the three and nine months ended December 31, 2025, and 2024, the holder of the Series A preferred shares, Mr.

Kent Rodriguez, CEO, accrued $ 10,000 and $ 30,000 , respectively in preferred dividends from the Series A preferred shares.

A total of $ 110,000 and $ 80,000 in accrued dividends with respect to the Series A preferred shares held by Mr.

Rodriquez was outstanding at December 31, 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

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

FOR THE NINE MONTHS ENDED DECEMBER 31, 2025 AND 2024

NOTE 6 – PREFERRED STOCK (continued)

2 unchanged sentences

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.

During the nine months ended December 31, 2025, and 2024, the holders of the Series B preferred shares accrued $ 133,853 in preferred dividends from the Series B preferred shares.

A total of $ 490,792 and $ 356,940 in Preferred B dividends was outstanding at December 31, 2025 and March 31, 2025, respectively, including dividends accrued for the benefit of Mr.

Kent Rodriguez, CEO, of $ 8,299 and $ 24,896 for each respective three and nine-month period ended December 31, 2025 and 2024.

Rodriguez holds 18.6% of the Series B preferred shares.

2 unchanged sentences

Schedule of dividends payable, related party

September 30, 2025

December 31, 2025

March 31, 2025

3 unchanged sentences

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.

The Company did not issue any shares of common stock during the nine months ended December 31, 2025, or December 31, 2024, and had 59,643,062 shares of common stock issued and outstanding as of December 31, 2025, and March 31, 2025, respectively.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

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 .

As of December 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 9 – SUBSEQUENT EVENTS

1 unchanged sentence

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