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Item 1. Business

2026-06-29 compared with 2025-07-16 · 37 added, 184 removed, 23 unchanged (91% of the section changed)

As used in this Annual Report on Form 10-K (this “Report”),

references to the “Company,” the “registrant,” “we,” “our” or “us” refer to

Groove Botanicals Inc.

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “registrant,” “we,” “our” or “us” refer to Groove Botanicals Inc.

unless the context otherwise indicates.

2 unchanged sentences

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 its 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 its name to Snow Runner, Inc.

In November 1994 we changed our name to the Sled Dogs Company.

In May 1999, we changed

our state of domicile to Nevada and our name to XDOGS.COM, Inc.

In May 1999, we changed our state of domicile to Nevada and our name to XDOGS.COM, Inc.

On July 31, 1998, the Company split their shares One (1) for Fifty-Four (54).

On August 24, 2000, the Company split their shares One (1) for Five (5) and changed our name from XDOGS.COM to XDOGS, Inc.

our symbol from XDGS to XDGI.

We changed our symbol from XDGS to XDGI.

On June 22, 2005, the Company changed our name from XDOGS, Inc.

to Avalon Oil and Gas, Inc.

We changed our

symbol from XDGI to AOGS.

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.

On May 15, 2007, the Company split

its shares One (1) for Twenty (20).

We changed our symbol from XDGI to AOGS.

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.

On May 15, 2007, the Company split its shares One (1) for Twenty (20).

We changed our symbol from AOGS to AOGN.

On 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 Company (“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.

On 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 Company (“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.

On July 23, 2012, the Company split their shares One (1) for

Three Hundred (300).

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.

On July 23, 2012, the Company split their shares One (1) for Three Hundred (300).

On May 14, 2018, the Company changed its name from Avalon Oil and Gas, Inc., to Groove Botanicals, Inc.

our symbol from AOGN to GRVE.

On August 2, 2021, we filed a Form 15-12B to suspend our duty to file reports under sections 13 and 15(d)

of the securities exchange act of 1934.

We changed our symbol from AOGN to GRVE.

On August 2, 2021, we filed a Form 15-12B to suspend our duty to file reports under sections 13 and 15(d) of the securities exchange act of 1934.

Since inception we have operated unsuccessfully, in various different industries.

Present Operations

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.

As the Company continues its business development and asset

acquisitions, the Company anticipates our capital needs to be between $500,000 and $5,000,000 (varying based on growth strategies).

The Company intends to change our name from Groove Botanicals, Inc., to Nordmark Technologies, Inc., to better describe our corporate focus.

The Company is an early-stage company.

We intend to identify and evaluate early-stage intellectual property and applied technologies that may originate from, or be developed within, the research ecosystems of Norwegian universities, university hospitals, applied research institutions, and related technology-transfer or innovation organizations, and to assess whether selected technologies may be suitable for licensing, further development, or commercialization in North America through licensing, strategic relationships, commercial partnerships, customer arrangements, or other commercial structures, if available.

We have selected an initial geographic focus on Norway as we believe a concentrated review of a defined research ecosystem may allow us to evaluate opportunities more efficiently.

We believe certain Norwegian institutions are active in selected applied-technology sectors that may be relevant to North American markets, which may include energy and offshore technology, maritime and ocean industries, aquaculture, carbon capture, health sciences, medical technology, and other applied industrial and digital technologies.

By way of illustration and not limitation, the types of institutions whose research we may consider include the University of Oslo, Oslo University Hospital and its associated technology-transfer organization, SINTEF, the Norwegian University of Science and Technology, and the University of Bergen, among others.

We are in an early stage of development, we have not entered into any licensing agreements or formal arrangements with any of these institutions or any other Norwegian research organization or any university, research institution, or technology transfer organization to date.

Nor have we identified or have any specific technology or intellectual property rights under contract, and we do not have proprietary or exclusive access to any technology pipeline.

There can be no assurance that suitable technologies will be identified, licensed, developed, or successfully commercialized.

As the Company continues its business development and asset acquisitions, the Company anticipates our capital needs to be between $500,000 and $5,000,000 (varying based on growth strategies).

Principal Products

We do not currently have any products.

We are working to assemble

a portfolio of early-stage EV Battery Technologies.

We do not currently have any products, technologies, or intellectual property rights.

Our current activities are focused on identifying and evaluating potential licensing, development, or commercialization opportunities involving early-stage technologies and applied intellectual property that originate from universities and research institutions in Norway.

Marketing, Sales and Customer Service

We currently are not undertaking any marketing or sales activities.

Entering the Green Energy Market is highly competitive and

there are many large companies focusing on the industry.

Several small companies have entered the space and caused it to become fragmented

and the barrier for entry to the market is more complicated.

The market for identifying, licensing, developing, and commercializing early-stage technologies and intellectual property is highly competitive.

We may compete with established companies, universities, research institutions, venture funds, technology-transfer organizations, strategic investors, and other commercialization platforms that may have greater capital, technical expertise, institutional relationships, and operating resources than we do.

Intellectual Property

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.

Government and Industry Regulation

Biden-Harris Administration and 117th Congress have passed critical legislation that will establish U.S.

leadership in electric transportation

and maintain our global competitiveness in the automotive industry.

The Infrastructure Investment and Jobs Act (https://www.congress.gov/bill/117th-congress/house-bill/3684),

and the Inflation Reduction Act (https://electrificationcoalition.org/work/federal-ev-policy/inflation-reduction-act/) are historic

acts that invest hundreds of millions into the EV sector.

They will bolster U.S.

manufacturing and supply chains to support the transition

for both the light-duty and medium- and heavy-duty sectors.

Beginning January 1, 2023, the Clean Vehicle Credit (CVC)

provisions removed the manufacturer sales caps for vehicles sold after January 1, 2023, expanded the scope of eligible vehicles to include

both EVs and FCEVs, and required that the battery powering the vehicle has a capacity of at least seven kilowatt-hours (kWh).

The National Highway Traffic Safety Administration (NHTSA)

established the Battery Safety Initiative for Electric Vehicles (Initiative) to coordinate research and other activities relating to electric

vehicle (EV) battery safety.

The Initiative is responsible for:

Collecting and analyzing data related to EV batteries;

Examining field incidents and conducting battery safety investigations from EV crash and non-crash events;

Researching and evaluating EV battery health, battery management systems and cybersecurity, and high-voltage battery charging failures and effects;

Investigating safety-related battery defects.

The NHTSA Initiative also participates

in the development of Global Technical Regulation (GTR) No.

20 for EV Safety (PDF) (https://unece.org/fileadmin/DAM/trans/main/wp29/wp29wgs/wp29gen/wp29registry/ECE-TRANS-180a20e.pdf)

which includes battery fire safety.

For more information, see the NHTSA’s Initiative (https://www.nhtsa.gov/battery-safety-initiative)

The Secretaries of Transportation

and Energy jointly established an EVWG to make recommendations regarding the development, adoption, and integration of light-, medium-,

and heavy-duty electric vehicles (EVs) into the transportation and energy system of the United States.

The EVWG is comprised of 25 members

from federal agencies, the automotive industry, the energy industry, state and local governments, labor organizations, and the property

development industry.

The EVWG will produce three reports describing the status of EV adoption, including barriers and opportunities to

scale up EV adoption, and recommendations for EV issues including EV charging station needs, manufacturing and battery costs, EV adoption

for low- and moderate-income individuals and underserved communities, and EV charging station permitting and regulatory issues.

report must be submitted within 18 months of the EVWG establishment, and the second and third reports each two years thereafter.

on the EVWG reports, the Secretaries of Transportation and Energy must jointly develop, maintain, and update an EV strategy that includes

how the federal, state, and local governments, and industry can establish quantitative transportation electrification targets, overcome

barriers, provide public EV education and awareness, identify areas of opportunity in research and development to lower EV cost and increase

performance, and expand EV charging station deployment.

The Secretaries and the Working Group will use existing federal resources such

as the Alternative Fuels Data Center (https://afdc.energy.gov/), the Energy Efficient Mobility Systems (https://www.energy.gov/eere/vehicles/energy-efficient-mobility-systems/)

program, and the Clean Cities and Communities Coalition Network (https://cleancities.energy.gov).

The EVWG was established on June

8, 2022, and will terminate upon the submission of the third and final report.

For more information, see the EVWG (https://driveelectric.gov/ev-working-group/)

(Reference Public Law 117-58

(https://www.congress.gov/public-laws/117th-congress) and 23 U.S.

Code 151 (https://www.govinfo.gov/))

New Policies which may impact our business plan:

“Donald Trump’s return to the presidency has brought

sweeping changes to the electric vehicle (EV) and battery sectors.

Among the most consequential moves, Trump revoked a 2021 executive

order targeting 50% EV sales by 2030, a change certain to disrupt automakers’ strategies.

The 2021 order had been instrumental in

shaping automakers’ strategies and fostering EV adoption in the U.S.

While the target was nonbinding, it was supported by major

automakers, who now face significant uncertainties.

Trump’s administration has also frozen $5 billion

allocated for EV charging stations, a move that will potentially slow the expansion of critical infrastructure needed to support widespread

The administration also aims to eliminate state emissions waivers, such as California’s, which set stricter rules for

phasing out gasoline-powered vehicles by 2035.

If successful, this could stall progress in the transition to EVs in multiple states, affecting

automakers who have invested heavily in EV development in response to these

Instead, Trump’s policies favor reallocating

funds to bolster domestic battery manufacturing for “national defense supply chains.”

The Environmental Protection Agency (EPA) has been directed

to reevaluate rules requiring automakers to increase EV production to meet stricter emissions controls by 2032.

The administration’s

swift policy reversal has already led to market volatility and raised concerns about the future of U.S.

EV and battery initiatives.

Financial markets react to policy uncertainty

The financial impact of these changes has been immediate.

Shares in Asian automakers and battery makers dropped following Trump’s announcements, highlighting the global ripple effects of

policy shifts.

South Korean battery manufacturers, such as LG Energy Solution and SK Innovation, experienced declines of 4.3%

and 3.7%, respectively, as reported by Reuters.

Japanese automakers also faced challenges, with Mazda Motor and Honda Motor shares falling

Despite these setbacks, Chinese EV manufacturers’ shares

rose after Trump refrained from targeting Beijing in his inauguration speech, reflecting the intricate dynamics of global EV competition.

Takahide Kiuchi, chief economist at Nomura Research Institute, told Reuters that additional tariffs and policy changes could worsen export

conditions for Asian countries reliant on U.S.

Impact on EV incentives and US manufacturers

Trump’s rollback of EV mandates includes a push to reconsider

the popular $7,500 federal tax credit for EV purchases.

Narrowing eligibility criteria for this tax credit could potentially reduce the

number of qualifying vehicles, influencing consumer behavior by raising the effective cost of EVs.

Automakers may need to adjust their

strategies to account for this shift.

While fully repealing the tax credit would require Congressional action, Trump’s administration

may narrow eligibility criteria, reducing the number of vehicles that qualify for incentives.

This could disproportionately impact companies

like Tesla, General Motors, and Ford, which have invested heavily in U.S.-based battery factories to benefit from previous subsidies.

Automakers with Mexican manufacturing operations are also

under pressure.

Trump has indicated potential 25% tariffs on vehicles imported from Canada and Mexico, starting as early as February.

These tariffs would significantly affect companies like Honda and Mazda, which rely on Mexican plants to supply the U.S.

which exports approximately 300,000 vehicles annually from Mexico to the U.S., also faces heightened risks.

Broader industry repercussions

The EV industry’s growth has been closely tied to stable

incentives and policies.

According to PwC, U.S.

EV adoption was on track to reach 27 million vehicles by 2030, driven by government support.

Trump’s abrupt policy reversals could stall this momentum, affecting both domestic and global manufacturers.

The Financial Times

noted that regulatory overhauls, while not immediate, could have a chilling effect on the market as automakers and investors

adapt to new uncertainties.

Trump’s decision to resume issuing export permits for

liquefied natural gas (LNG) projects and his emphasis on energy independence signal a broader shift away from clean energy initiatives.

Challenges ahead for automakers and battery makers

EV market adjusts to these sweeping changes, automakers

and battery manufacturers must navigate an increasingly complex landscape.

Legal challenges to Trump’s policies are likely, but

the administration’s swift actions have already created significant market disruptions.

For now, the industry faces an uncertain

future, with stakeholders bracing for the long-term implications of these policy shifts.”

“Battery Technology”–

Author Michael C.

Anderson, Editor-in-Chief, Battery Technology, Informa Markets – Engineering, Copyright

Informa Markets, a trading division of Informa PLC.

We have one full time employee, our President, Kent Rodriguez

and a part time administrative assistant.

The Company does not currently own, license, or control any early-stage technologies or intellectual property rights originating from Norwegian universities, university hospitals, applied research institutions, or related innovation organizations.

There can be no assurance that we will identify suitable technologies, obtain intellectual property rights

on acceptable terms, or successfully protect, develop, or commercialize any intellectual property.

We have one full time employee, our President, Kent Rodriguez and a part time administrative assistant.

The Board retains consultants and advisors on as needed basis.

They are compensated

with cash and also with the issuance of the Company’s common stock.

They are compensated with cash and also with the issuance of the Company’s common stock.

Research and Development

We did not have any research and development costs during

fiscal 2025 and 2024.

We did not have any research and development costs during fiscal 2026 and 2025.

Recent Developments

Other Information

Smaller reporting companies are not required to provide the

information required by this item.

For risks relating to our operations, see “Risk Factors”

contained in our Form 10-12g/A filed with the SEC on November 6, 2023

Smaller reporting companies are not required to provide the information required by this item.

For risks relating to our operations, see “Risk Factors” contained in our Form 10-12g/A filed with the SEC on November 6, 2023

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

Item 1. Business