Financial Statements and Supplementary Data.
−Removed: The financial statements required by this Item 8 are included
−Removed: in this Annual Report beginning on page F-1.
−Removed: Changes In and Disagreements with Accountants on
−Removed: Accounting and Financial Disclosure.
−Removed: On May 8, 2024, the Board of Directors of Groove Botanicals
−Removed: (the “Company”) approved the dismissal of BF Borgers CPA PC (“BF Borgers”) as the Company’s independent
−Removed: registered public accounting firm.
−Removed: On May 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had
−Removed: settled charges against BF Borgers that it failed to conduct audits in accordance with the standards of the Public Company Accounting
−Removed: Oversight Board (the “PCAOB”).
−Removed: As part of the settlement, BF Borgers agreed to a permanent ban on appearing or practicing
−Removed: before the SEC (the “Ban”).
−Removed: As a result of BF Borgers’ settlement with the SEC, the Company dismissed BF Borgers as
−Removed: its independent accountant.
−Removed: The reports of BF Borgers on the Company’s consolidated
−Removed: financial statements for the fiscal years ended March 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion
−Removed: and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph relating
−Removed: to the Company’s ability to continue as a going concern.
−Removed: The Company had not yet engaged a report from BF Borgers for our fiscal
−Removed: year ended March 31, 2024 as of the date of the Ban.
−Removed: During the fiscal years ended March, 2023 and 2022, and through
−Removed: the date of termination, May 8, 2024, there were no “disagreements” with BF Borgers on any matter of accounting principles
−Removed: or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of
−Removed: BF Borgers would have caused BF Borgers to make reference thereto in its reports on the consolidated financial statement for such years.
−Removed: During the fiscal years ended March 31, 2023 and 2022, and through May 8, 2024, there have been no “reportable events” (as
−Removed: defined in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Registration S-K), except for the identified material weaknesses in its internal
−Removed: control over financial reporting as disclosed in the Company’s Annual Report.
−Removed: Securities and Exchange Commission (the “SEC”)
−Removed: has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company
−Removed: may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s
−Removed: Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Sections
−Removed: 4C and 21C of the Securities Exchange Act of 1934 and Rule 102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing
−Removed: Remedial Sanctions and a Cease-and-Desist Order, dated May 3, 2024.
−Removed: On June 13, 2024, the Board of Directors approved
−Removed: the appointment of M.S.
−Removed: Madhava Rao, Chartered Accountant (“Rao”) as the Company's new independent registered public
−Removed: accounting firm, effective immediately, to perform independent review and audit services for the fiscal years ending March 31, 2024 and
−Removed: During the fiscal years ended March 31, 2024 and 2023 and through June 13, 2024, date of engagement, neither the Company, nor anyone
−Removed: on its behalf, consulted Rao regarding either (i) the application of accounting principles to a specified transaction, either completed
−Removed: or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company,
−Removed: and no written report or oral advice was provided to the Company by Rao that was an important factor considered by the Company in reaching
−Removed: a decision as to any accounting, auditing or financial reporting issue;
−Removed: or (ii) any matter that was the subject of a "disagreement"
−Removed: (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is
−Removed: defined in Item 304(a)(1)(v) of Regulation S-K).
+Added: The financial statements required by this Item 8 are included in this Annual Report beginning on page F-1.
+Added: Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.
+Added: On May 13, 2026, Madhava Rao, Chartered Accountant (PCAOB ID 06662) (“Madhava Rao”) resigned as the independent registered public accounting firm of Groove Botanicals, Inc., a Nevada corporation (the “Company”), effective immediately.
+Added: Madhava Rao did not provide a reason for his resignation.
+Added: On the same date, the Company’s Board of Directors, which also serves as the Company’s audit committee, accepted Madhava Rao’s resignation.
+Added: The Company has authorized Madhava Rao to respond fully to the inquiries of GSKCA & Associates (“GSKCA”), the successor auditors.
+Added: Madhava Rao’s reports on the Company’s financial statements for the fiscal years ended March 31, 2025 and March 31, 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that each such report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.
+Added: During the Company’s two most recent fiscal years ended March 31, 2025 and March 31, 2024, and the subsequent interim period through May 13, 2026:
+Added: (i) there were no disagreements between the Company and Madhava Rao on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Madhava Rao, would have caused reference to the subject matter of the disagreements in connection with his reports on the Company’s financial statements;
+Added: and (ii) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).
+Added: On May 13, 2026, concurrently with its acceptance of Madhava Rao’s resignation, the Board of Directors of the Company (acting in its capacity as the Company’s audit committee) approved the engagement of GSKCA & Associates (“GSKCA”) as the Company’s new independent registered public accounting firm, effective immediately.
+Added: During the Company’s two most recent fiscal years ended March 31, 2025 and March 31, 2024, and the subsequent interim period through May 13, 2026, neither the Company nor anyone acting on behalf of the Company had consulted GSKCA regarding either:
+Added: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, nor did GSKCA provide a written report or oral advice to the Company that GSKCA concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues;
+Added: or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).
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.